Terms and Conditions

These Terms and Conditions ("Terms") govern the supply of website and web-application services by Linko Vectis Ltd to its clients. By instructing us, accepting a written quotation, or paying an invoice for our services, you agree to these Terms. Where we have entered into a separate written service agreement with you, that agreement takes precedence over these Terms to the extent of any conflict.

1. Who We Are

These Terms are issued by:

• Linko Vectis Ltd ("Linko Vectis", "we", "us", "our"), a company registered in England and Wales.
• Company number: 17200208.
• Registered address: Office 1193, 60 Tottenham Court Road, Fitzrovia, London, W1T 2EW, United Kingdom.
• Data protection registration: registered with the Information Commissioner's Office (ICO) under reference ZC153121.
• Contact: connect@linkovectis.com.

We are a UK technology firm. We design and build custom, cloud-native websites and web applications, and we offer to host and manage them on your behalf on Google Cloud Platform.

A forthcoming service. Our "Managed IT" offering is coming soon and is not yet available for purchase. These Terms apply to our website and web-application services only; separate terms will be published for Managed IT before it is offered.

2. Definitions

• "Build" means the one-off project to design and build your Website or Web App and prepare it to go live.
• "Website" / "Web App" means the website or web application we design and build for you, including its files, code and configuration.
• "Managed Website Plan" (the "Plan") means the ongoing monthly service under which we host, secure, monitor, back up and maintain your Website, and carry out your included Change Requests. Where we host your Website, this offering is also referred to as "Managed Web Hosting".
• "Change Request" means a request from you to alter, add to or update your Website after it has gone live.
• "Domain" and "DNS" mean your internet domain name and the Domain Name System settings that control where it points.
• "Google Cloud" / "Firebase" means Google Cloud Platform and Google Firebase, the platforms on which we build and run your Website.
• "Quotation" means a written quotation issued by us setting out the confirmed scope and fees for your project.
• "UK Data Protection Law" means the UK GDPR and the Data Protection Act 2018, as amended or replaced.

3. The Website / Web App Build

3.1 We design and build your Website or Web App to fit your business and prepare it to go live. Your Website is built and run on Google Firebase, part of Google Cloud - a modern, enterprise-grade, static-first foundation (React and Next.js) that scales automatically as visitors arrive.

3.2 The scope of the Build is agreed in advance and confirmed on a written Quotation before any work starts. We will not begin chargeable Build work until the Quotation is accepted.

3.3 Material changes to the agreed scope during a Build (for example, significant new features or e-commerce) are handled as additional work, scoped and quoted separately and confirmed with you before we proceed.

3.4 You agree to provide the content, materials, approvals and information we reasonably need to complete the Build in a timely way. Delays in providing these may affect the delivery timetable.

4. The Managed Website Plan

4.1 After the Build, the Managed Website Plan keeps your Website hosted, secure and maintained each month, so you never have to wonder whether your Website is online, who is looking after it, or what to do when something needs changing.

4.2 What the monthly Plan includes:

• Hosting - we run your Website on Google Cloud and keep it served around the clock.
• SSL certificate - set up and renewed so it does not lapse.
• Uptime monitoring - we monitor whether the Website is online so we can act quickly if it goes down.
• Backups - managed backups on Google Cloud, plus independent copies of our own, so it can be recovered quickly.
• Fast global delivery - served from close to each visitor, scaling to meet demand.
• Six Change Requests per year - included, so the Website stays current as your business moves on.

4.3 Included Change Requests. The six included Change Requests are an ongoing upkeep allowance built into the Plan. Unless agreed otherwise in writing, the allowance is six Change Requests per twelve-month period and is not carried over between periods.

4.4 Additional Change Requests. If you need more than six in a year, additional Change Requests are billed separately (see Section 5). We will always confirm with you before carrying out any chargeable work.

4.5 DNS management. To run your Website properly we need management access to your DNS settings, so we can point your Domain at the hosting, set up and renew your SSL certificate, keep the Website reachable and fix problems quickly. Your Domain remains entirely yours; we use DNS access solely to operate and maintain your Website, and where your email runs on the same Domain we take care not to disturb it.

5. Fees and Payment

5.1 Indicative pricing. The prices below are indicative only. The exact figures depend on the size and scope of your project and are confirmed on a written Quotation before any work begins.

5.2 All prices are exclusive of VAT, which will be added where applicable at the prevailing rate.

5.3 Build fees are invoiced as set out in your Quotation. Plan fees are billed monthly in advance. Unless stated otherwise, invoices are due within 14 days of the invoice date.

5.4 We may revise the Plan fee from time to time on reasonable prior written notice. Any change will not take effect during a billing period you have already paid for.

5.5 We may suspend the Plan where invoices remain unpaid after reasonable written notice, and will give you the opportunity to settle outstanding amounts first.

5.6 Your Domain registration and renewal fees are billed by your registrar and are your responsibility unless agreed otherwise in writing. Costs of third-party services or licences your Website relies on, and any work outside the Plan, are also your responsibility and are quoted before we begin.

6. Responsibilities - Clear Lines, Both Ways

We look after the running of your Website; you look after your Domain and the content you want on it.

6.1 We look after

• Hosting on Google Cloud, the SSL certificate, uptime monitoring, managed and independent backups, and fast global delivery.
• DNS management on your behalf, and keeping the Website online and current within the Plan.
• Carrying out the agreed Change Requests, and quoting any work outside the Plan before we start it.

6.2 You look after

• Your Domain registration and its renewal fees - the Domain is yours and is billed by your registrar unless agreed otherwise.
• The content you ask us to publish, including its accuracy, suitability, and confirming you have the rights to use it.
• Telling us what changes you want, and any third-party services or licences your Website relies on and their costs.
• Any costs outside the Plan, such as large new features or e-commerce.

6.3 You confirm that any content, materials or instructions you provide do not infringe the rights of any third party and do not breach any applicable law. You agree to indemnify us against claims arising from content you provide or instruct us to publish.

7. Intellectual Property and Ownership

7.1 Your Website is yours. On full payment of the Build fee and any amounts then due, the completed Website - its files, code and configuration as delivered - belongs to you.

7.2 We retain ownership of any pre-existing tools, libraries, frameworks, components and know-how we use ("Background IP"). We grant you a non-exclusive licence to use our Background IP to the extent it is embedded in your Website, for as long as you use the Website.

7.3 Third-party and open-source components remain subject to their own licences. Your Website is built on Google Firebase and Google Cloud, whose terms apply to the underlying platform.

7.4 You retain ownership of all content, trade marks, logos and materials you provide to us.

7.5 No lock-in. Nothing in this Section prevents you from taking your Website elsewhere. On exit we hand over the complete project so it can run in a Google Cloud account you control (see Section 12).

8. Third-Party Services

8.1 Your Website runs on Google Cloud / Google Firebase, and may rely on other third-party services, integrations or licences (for example analytics, payment providers, email services or fonts).

8.2 Those third parties operate under their own terms, and their availability and pricing are outside our control. We integrate third-party services where agreed, but we are not responsible for their acts, omissions, outages or changes.

8.3 Where a third-party service requires a licence or subscription, the cost of that service is your responsibility unless we have agreed otherwise in writing.

9. Data Protection

9.1 Our processing of personal data is described in our Privacy Notice, which forms part of these Terms.

9.2 Controller and Processor. Where your Website handles personal data on your behalf, you are the Controller and we act as Processor, processing that data only on your documented instructions and only to operate and maintain your Website. The detailed processing terms are set out in your service agreement.

9.3 In respect of personal data we hold about you as our client and contact (for example, for billing and correspondence), we are the Controller, as described in our Privacy Notice.

9.4 Data location. Your Website is served from a global content delivery network on Google Cloud's network, so its files and pages are edge-cached and delivered from close to each visitor for speed everywhere; these static files hold no personal data. Where you submit personal data through a contact form, that submission is processed by a Cloud Function pinned to Google Cloud's London (UK) region (europe-west2), and is then passed to our email provider, Resend, which acts as a processor and may process it outside the United Kingdom under the transfer safeguards described in our Privacy Notice. Each Website we manage runs in its own dedicated, isolated Google Cloud / Firebase project.

9.5 We are registered with the ICO under reference ZC153121.

10. Warranties and the Honest Limits

10.1 We will provide our services with reasonable skill and care, and in line with these Terms and your Quotation.

10.2 We are candid about what hosting and backups can and cannot promise:

• Uptime. We host on Google Cloud, monitor your Website and act quickly when something goes wrong, but we do not guarantee the Website will be available without interruption or entirely free of faults. Availability also depends on Google Cloud and other third parties we do not control.
• Backups. Backups do not mean nothing will ever go wrong - they mean recovery is faster, because we are restoring a recent copy rather than rebuilding. The question becomes how quickly the Website can be restored, not whether it has been lost.
• Portability. Your Website is purpose-built for Google Firebase and its Firestore database, which is what makes it fast, reliable and inexpensive to run. It is designed to move to another Firebase project, not to a traditional web server. Running it somewhere else entirely is possible but would be a separate re-engineering project, which we would scope and quote on its own.

10.3 Except as expressly stated, and to the fullest extent permitted by law, all other warranties, conditions and terms - whether express or implied - are excluded. Nothing in these Terms excludes any statutory rights you have that cannot lawfully be excluded.

11. Liability and Caps

11.1 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

11.2 Subject to clause 11.1, we are not liable for any loss of profit, revenue, business, goodwill or anticipated savings; loss or corruption of data beyond our reasonable control or that of Google Cloud; or indirect or consequential loss - whether in contract, tort (including negligence), breach of statutory duty or otherwise.

11.3 Subject to clause 11.1, our total aggregate liability arising out of or in connection with the services in any twelve-month period is limited to the total fees you have paid us for the relevant service (the Build or the Plan) in the twelve months immediately before the event giving rise to the claim.

11.4 We are not liable for failures or delays caused by matters beyond our reasonable control, including the acts, omissions or outages of third parties such as Google Cloud or your Domain registrar, or your own failure to provide content, instructions or payment.

12. Term, Termination, Exit and Portability

12.1 Term. The Managed Website Plan runs on a rolling monthly basis from the date your Website goes live, until either party ends it in accordance with this Section.

12.2 Termination by you. You may end the Plan by giving us at least 30 days' written notice. We would rather earn your business every month than tie you in.

12.3 Termination by us. We may end the Plan on at least 30 days' written notice, and may suspend or end it where you are in material breach (including non-payment) and have not put it right within a reasonable period after we ask you to.

12.4 No lock-in, and your Website is never withheld:

• Your Domain stays yours. It remains registered to you, and we hand back full control of the DNS.
• You get the files. We hand over the complete project so it can run on your own Google Firebase project, in a Google Cloud account you control - at no charge.
• Optional assisted move. For a one-off £200 we migrate the Website into your own Firebase project, set it up cleanly, and hand you the keys.

12.5 Timing. Once the Plan ends, we stop hosting, monitoring, backing up and changing the Website. Replacement hosting should be arranged and ready before the handover completes, so your Website stays online without a gap. We will work with you and your new provider to make the transition smooth.

12.6 There is no lock-in, and your Website is never withheld. You run your business; we will run your Website, for as long as you would like us to.

12.7 Accrued rights and any provisions intended to survive termination (including Sections 7, 9, 10, 11 and 13) continue in force after the Plan ends.

13. Governing Law and Jurisdiction

13.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.

13.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

14. General

14.1 Entire agreement. These Terms, together with your Quotation and any signed service agreement, form the entire agreement between us regarding the services. Where there is a conflict, the order of precedence is: (1) the signed service agreement, (2) the accepted Quotation, (3) these Terms.

14.2 Variation. We may update these Terms from time to time. The version in force is the one published at this page, and the "Last updated" date reflects the latest revision.

14.3 Assignment. You may not assign your rights under these Terms without our written consent. We may assign or subcontract our obligations provided your level of service is not adversely affected.

14.4 Severance and waiver. If any provision is found unenforceable, the rest remain in full force, and a failure or delay in exercising any right is not a waiver of it.

14.5 Contact. Questions about these Terms can be sent to connect@linkovectis.com.

See also our Privacy Notice.