Terms and Conditions
These terms and conditions govern the services provided by Expression 37 Ltd (company number 8762730) to its clients. They apply to all engagements unless a separate signed Statement of Work or contract specifies otherwise, in which case the Statement of Work takes precedence where there is a conflict.
By engaging Expression 37 Ltd or making any payment for services, you accept these terms.
For supplier and compliance information, including insurance certificates and ICO registration, see our Working With Us page.
Services covered
These terms apply to all services provided by Expression 37 Ltd, including:
- Hosting and server management
- Website migrations and hosting migrations
- CMS upgrades (Craft CMS and ExpressionEngine)
- Ongoing maintenance and retainer packages
- Development, design, and feature work
- Support and ad-hoc work
- Technical consultancy
Service-specific terms for hosting, migration, and retainer work are set out in the relevant sections below. General terms apply to all services.
Engagement and scope
Work begins once a Statement of Work, proposal, or written instruction has been agreed by both parties and any required deposit or upfront payment has been received.
Scope is defined in the relevant Statement of Work or proposal. Anything outside that scope will be quoted separately before work proceeds.
Where no formal Statement of Work is in place (for example, ad-hoc support requests), work proceeds on the understanding that these terms apply and that the hourly rate or agreed fee applies to the work requested.
Client responsibilities
Clients are responsible for:
- Providing timely access to systems, credentials, staging environments, and any third-party services required to carry out the work
- Reviewing and approving deliverables within the timescales agreed
- Maintaining independent backups of their own data, content, and configurations
- Notifying Expression 37 Ltd promptly of any changes that may affect the work in progress
Delays caused by late client responses or missing access will affect project timelines. Expression 37 Ltd will not be held responsible for delays outside its control.
Payment terms
Standard payment terms are 14 days from the date of invoice unless otherwise agreed in writing.
For enterprise clients, 30-day payment terms can be agreed in advance of the engagement. This must be confirmed in the relevant Statement of Work.
Invoices overdue by more than 14 days beyond the agreed payment terms may incur interest at 1.5% per month. Work may be suspended for invoices overdue by more than 14 days. Where a project involves a final deployment or DNS cutover, this will not proceed until all outstanding invoices are settled.
Refunds are only available for work not yet commenced, less any costs already incurred.
Intellectual property
On receipt of full payment, all intellectual property in work created specifically for the client transfers to the client. This includes code, design, content, and documentation created as part of the engagement.
Expression 37 Ltd retains rights to any pre-existing tools, frameworks, libraries, or methodologies used in the delivery of work. These are licensed to the client for use in the deliverable, not transferred.
Third-party assets (stock images, licensed fonts, plugins, packages) are subject to their own licence terms. The client is responsible for holding valid licences where required.
Confidentiality and data
Both parties agree to keep confidential information private. This includes credentials, business information, source code, pricing, and any information marked confidential or clearly understood to be sensitive. This obligation survives termination of the engagement.
Expression 37 Ltd is registered with the Information Commissioner's Office under registration number ZB406232. No client data is shared with third parties without explicit written agreement.
All client codebases are maintained in private, access-controlled Git repositories.
Where Expression 37 Ltd processes personal data on behalf of a client, it does so in accordance with UK GDPR. A data processing agreement is available on request for engagements involving personal data processing.
Liability and insurance
Expression 37 Ltd holds Hiscox Business Insurance (policy PL-PSC10001101952/11) covering:
- Professional indemnity (technology): £100,000
- Public and products liability: £1,000,000
- Cyber and data cover: £100,000
- Legal protection: £100,000
Liability cap: Expression 37 Ltd's total liability for any claim arising from its services is limited to £100,000 or the fees paid for the specific service in question, whichever is lower, unless a higher limit has been agreed in writing in a Statement of Work.
Consequential loss exclusion: Expression 37 Ltd is not liable for indirect or consequential losses, including lost revenue, lost profit, loss of business, or business interruption, regardless of the cause.
Third-party services: Expression 37 Ltd is not liable for failures, outages, or errors caused by third-party services outside its control, including hosting providers, CDN services, DNS providers, email services, CMS platforms, or plugin and package vendors. Where third-party services are used as part of the engagement, Expression 37 Ltd will use reasonable care in their selection and configuration but cannot warrant their availability or performance.
Full details of coverage, including certificate copies, are available at expression37.co.uk/working-with-us.
Hosting services
This section applies to engagements where Expression 37 Ltd provides or manages hosting services.
Service description: Expression 37 Ltd provides managed hosting services for websites and web applications, typically on cloud infrastructure provided by Clook (UK data centres, Manchester). The specific server environment, PHP version, database, and configuration are detailed in the relevant Statement of Work or hosting agreement.
Account ownership
Two account models apply depending on how the hosting arrangement was set up.
Client-owned account: Where agreed, the client holds the hosting account directly with the infrastructure provider (for example, Clook), with billing in the client's name. Expression 37 Ltd configures and manages the server as a professional service. In this model, the client's contract with the infrastructure provider governs the infrastructure-level terms, including the provider's own SLA, backup policies, and data retention.
Expression 37 managed hosting: Where Expression 37 Ltd holds the hosting account and provides hosting to the client as a managed service, the terms in this section apply in full. The client's contract for hosting is with Expression 37 Ltd.
Uptime and infrastructure
Expression 37 Ltd will maintain the server environment with reasonable care and skill. Where infrastructure is provided by a third party (Clook or similar), uptime is subject to that provider's SLA. Expression 37 Ltd is not liable for outages, failures, or data loss caused by the infrastructure provider where no error or omission by Expression 37 Ltd contributed to the incident.
Backups
Where Expression 37 Ltd manages a client's hosting, it will configure server-level backups appropriate to the hosting environment. The client is responsible for verifying that backup coverage meets their business requirements and for maintaining independent backups of critical data. Expression 37 Ltd does not guarantee recovery from all failure scenarios and is not liable for data loss resulting from infrastructure provider failures, hardware failure, or events outside its control.
For migration projects specifically, Expression 37 Ltd will take a full pre-migration backup and maintain a documented rollback plan throughout the migration and deployment process.
Security
The server environment will be configured with appropriate security hardening, including firewall rules, SSH key authentication, automatic security updates, SSL certificates, and security headers. Clients are responsible for the security of their own application code and any credentials they hold.
Response times for hosting issues
- Critical (site down, security incident): same business day
- Urgent (significant functionality failure): within 1 business day
- Standard: within 2 business days
Business hours are Monday to Friday, 9am to 5pm. Out-of-hours support for critical issues is available to retainer clients.
Termination and handover
On termination of a hosting arrangement, Expression 37 Ltd will provide all credentials, configuration documentation, and reasonable assistance to migrate the hosting to an alternative provider or hand it back to the client. A reasonable handover period of up to 10 business days applies. Where Expression 37 Ltd holds a client account on behalf of the client, account access and credentials will be transferred in full.
Migration and deployment
This section applies to website migrations, hosting migrations, and production deployments.
Expression 37 Ltd will carry out migrations with reasonable care and skill, using a pre-migration backup, a staged rollout where possible, and a documented rollback plan.
The client is responsible for:
- Providing or facilitating access to source systems, databases, and media assets
- Reviewing and approving the staging environment before go-live is authorised
- Authorising final DNS cutover in writing or by email
Expression 37 Ltd will maintain the source environment as a fallback for a minimum of 48 hours following DNS cutover unless otherwise agreed.
Post-migration, Expression 37 Ltd will monitor the new environment for the period specified in the relevant Statement of Work (typically 7 days). Beyond that period, ongoing support requires a maintenance or retainer arrangement.
Maintenance and retainer services
This section applies to monthly maintenance packages and retainer arrangements.
The scope of work covered by each maintenance tier is defined in the relevant Statement of Work or retainer agreement. Retainer hours are non-refundable but may roll over as specified per package.
Retainer packages are billed monthly in advance on the 1st of each month. 30 days notice is required to change or cancel a retainer.
Additional hours beyond the retainer allowance are billed at the then-current hourly rate (currently £95/hour) and invoiced monthly in arrears.
Response time commitments are those stated in the retainer agreement or Statement of Work. Response times apply during standard business hours (Monday to Friday, 9am to 5pm) unless a premium response tier has been agreed.
Ad-hoc and project work
Ad-hoc support and one-off project work is quoted before work commences. A written confirmation (email is sufficient) constitutes agreement to proceed.
Where work involves access to live systems, approval to proceed is obtained before changes are made. Where possible, changes are tested in a staging or development environment first.
Ad-hoc work is invoiced on completion or at agreed milestones. Standard 14-day payment terms apply unless otherwise agreed.
Termination
Either party may terminate an ongoing engagement with 14 days written notice. The client is responsible for payment of all work completed to the termination date.
On termination, the client receives all work product completed to that date, including source code, documentation, and credentials for any systems managed on the client's behalf.
Expression 37 Ltd may suspend or terminate immediately in the event of non-payment beyond the overdue threshold stated in these terms.
Where a retainer includes hosting, the hosting termination and handover terms in the Hosting Services section apply.
Governing law
These terms are governed by the laws of England and Wales. Any disputes will be subject to the jurisdiction of the courts of England and Wales.
Expression 37 Ltd's registered address is 196 Low Road, Thornhill, Dewsbury, WF12 0PU.
For any queries about these terms, contact karl@expression37.co.uk.
