Terms of Service
Shilton Digital Ltd — Terms of Service
Effective date: 3 September 2025
Legal entity: Shilton Digital Ltd (company no. 15476730)
Registered office: 40 School Lane, Doncaster, UK, DN2 5TQ
These Terms of Service (“Terms”) apply to all purchases of services from Shilton Digital Ltd (“we”, “us”, “our”). By placing an order, you agree to these Terms.
1) B2B only
You confirm you are purchasing for business purposes and not as a consumer.
2) How you place an order
An “Order” is formed when any of the following occurs:
a) you tick the agreement checkbox and pay via a Stripe checkout link we provide;
b) both parties sign or accept a statement of work or proposal (“SOW”);
c) you issue a purchase order (PO) that references these Terms and we acknowledge it;
d) we accept payment of our invoice; or
e) you accept or submit an order via a procurement portal we agree to use.
If we have a separate master services agreement (MSA), the MSA prevails over these Terms. Otherwise, if there’s any conflict, the SOW/Order takes precedence over these Terms.
3) Fees, taxes and payment
Payment in advance (default). All fees are due in full upfront unless otherwise agreed in the SOW/Order. If instalments or split payments are agreed, each instalment is due on the specified date.
No refunds. All fees are non-refundable, including for partial performance, delays caused by you, or early termination by you, except where required by law or as expressly stated in clause 6 (package-specific commitments).
Currency & taxes. Prices may be shown in GBP, EUR or USD. Taxes (including VAT, where applicable), card/FX charges, bank fees and platform fees are your responsibility.
Late payment. We may suspend services for non-payment and charge interest on overdue sums at 4% per annum above the Bank of England base rate (or the maximum rate permitted by law, if lower).
Chargebacks. You agree not to raise a card chargeback unless required by card scheme rules or law, and to give us a reasonable opportunity to investigate and resolve any issue first.
4) Services, scope and delivery
The scope, timeline, deliverables and KPIs (if any) are as described in the SOW/Order.
Services are delivered remotely unless stated otherwise.
We may use a mix of human expertise and software/AI and may recommend or help configure third-party tools. You remain the customer of such third parties, and their terms apply to you. We are not responsible for third-party uptime, policies, deliverability, outputs or changes.
Out-of-scope requests may require a change order and additional fees.
5) Your responsibilities
You will provide timely access, information, approvals and materials; obtain all necessary rights/permissions; maintain any required third-party subscriptions; and ensure your team implements agreed actions. Delays or omissions on your side may extend timelines and affect outcomes.
6) Package-specific commitments (only)
No guarantees apply to any services except the following optional, package-specific commitments, which apply only if your Order expressly identifies the relevant package and you meet the conditions below:
Accelerate: If, after you implement our agreed recommendations, there are no results against the KPIs described in the SOW by the agreed checkpoint, we will credit 50% of the Accelerate fee and continue working until results are seen.
Scale: If, after 180 days of working together, there are no results against the KPIs described in the SOW, we will continue working for an additional 180 days at no extra charge.
For both commitments, “results” means meaningful, measurable progress against the SOW KPIs, taking into account your timely implementation, data quality and market conditions. To claim, you must: (i) meet your obligations in clause 5; (ii) implement agreed recommendations in good faith; (iii) provide reasonable evidence (access to tools/metrics) showing outcomes versus KPIs; and (iv) notify us in writing within 14 days of the relevant checkpoint/period ending so we can investigate and remedy. These commitments provide credits/extra work only, not cash refunds.
7) Intellectual property
Pre-existing IP. Each party retains ownership of its pre-existing materials, methods and know-how.
Deliverables. Subject to full payment, we grant you a non-exclusive, worldwide, royalty-free licence to use deliverables for your internal business purposes.
Portfolio use. We may reference non-confidential aspects of the engagement (e.g., your logo/name and high-level outcomes) in our marketing and case studies unless you reasonably object in writing.
8) Confidentiality
Each party will keep the other’s Confidential Information confidential, use it only to perform the contract, and protect it with reasonable security measures. Exceptions apply for information that is public, independently developed, or required to be disclosed by law (with notice where lawful).
9) Data protection (UK GDPR)
Where we process personal data for you, you are the controller and we are the processor. We will: process only on your documented instructions; maintain security; ensure confidentiality; assist with data subject requests and DPIAs as reasonable; engage sub-processors under written terms; notify personal data breaches without undue delay; and delete/return personal data at the end of the engagement unless retention is legally required. International transfers will use a lawful mechanism. If you require a separate DPA, we will sign one consistent with this clause.
10) Warranties & disclaimers
We warrant that we will perform services with reasonable skill and care. Except as expressly stated in these Terms (including clause 6), all other warranties and guarantees are excluded to the fullest extent permitted by law, including any implied warranties of fitness for a particular purpose or specific commercial outcomes. Nothing in our materials is legal, tax or financial advice.
11) Limitation of liability
Cap. Our total aggregate liability arising out of or in connection with an Order is limited to the fees paid or payable for that Order.
Exclusions. We are not liable for lost profits, revenue, goodwill, data, or indirect or consequential losses, to the maximum extent permitted by law.
Carve-outs. Nothing limits liability for death/personal injury caused by negligence, fraud, or any liability that cannot legally be limited.
12) Rescheduling, suspension & termination
We may reschedule sessions for reasonable cause. We may suspend services for non-payment or material breach. Either party may terminate for material breach not cured within 10 days of written notice. On termination, you remain liable for fees due, and no refunds are provided (subject to law and clause 6).
13) Non-solicitation
During the engagement and for 12 months after, you will not solicit employment of our personnel who worked on your project, except through a general recruitment process not targeted at us.
14) Compliance & acceptable use
You are responsible for complying with all applicable laws/regulations (including marketing and anti-spam rules) when using any deliverables, recommendations or systems.
15) Subcontractors
We may use subcontractors and remain responsible for delivery of the services.
16) Procurement portals & third-party terms
Using a procurement portal is for administrative convenience only. Portal standard terms do not apply unless expressly accepted by us in writing. Your contracts with third-party platforms/tools are between you and those providers.
17) Force majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (including outages, cyber incidents, changes at third-party platforms, strikes, war, pandemics, or natural disasters).
18) Notices
Legal notices must be sent by email to the addresses exchanged in the SOW/Order and are deemed received on the next business day in London, UK.
19) Changes to these Terms
We may update these Terms from time to time. The version linked or referenced in your Order at the time you place it applies to that Order.
20) Governing law & venue
These Terms and any non-contractual obligations are governed by English law. The courts of England and Wales have exclusive jurisdiction, provided either party may seek urgent injunctive relief in any competent court.
21) Entire agreement & order of precedence
These Terms together with the SOW/Order form the entire agreement for the services and supersede prior proposals or representations regarding their subject matter. Order of precedence: (1) signed MSA (if any); (2) SOW/Order; (3) these Terms.