TERMS OF BUSINESS

Helmed
Office 14
Bessingby Way
Bridlington
YO16 4SJ

Last updated: 10 September 2026

1. Definitions and Interpretation

In these Terms of Business, the following definitions apply:

“Client” means the individual, business, company or organisation purchasing or receiving Services from Helmed.

“Company”, “Helmed”, “we”, “us” or “our” means Helmed, operating from Office 14, Bessingby Way, Bridlington, YO16 4SJ.

“Proposal” means the written proposal, quotation, statement of work or other document provided by Helmed setting out the Services, scope, fees, timescales and other specific requirements of a Project.

“Project” means the Services and associated work to be undertaken by Helmed for the Client as described in the Proposal.

“Services” means the services, work, development, design, consultancy, support, hosting, maintenance or other activities agreed between Helmed and the Client.

“Contract” means the agreement between Helmed and the Client comprising the accepted Proposal together with these Terms of Business and any other documents expressly incorporated into the agreement.

“Content” means all text, images, photographs, video, audio, documents, branding, logos, data, information and other materials supplied by the Client.

“Intellectual Property Rights” means copyright, design rights, trade marks, service marks, patents, database rights, domain names, rights in software, know-how, trade secrets and all other intellectual property rights, whether registered or unregistered.

“Working Day” means Monday to Friday excluding public holidays in England.

Unless the context requires otherwise, references to the singular include the plural and references to any gender include all genders.

2. Acceptance of These Terms

2.1 These Terms of Business apply to all Services supplied by Helmed unless expressly agreed otherwise in writing.

2.2 A Contract is formed when the Client:

• accepts a Proposal;
• signs or otherwise approves a Proposal;
• instructs Helmed to commence work;
• makes a payment towards the Project; or
• otherwise instructs Helmed to provide the Services.

2.3 By accepting a Proposal or instructing Helmed to commence work, the Client confirms that it has had a reasonable opportunity to read and understand these Terms.

2.4 If there is a conflict between the documents forming the Contract, the following order of precedence shall apply:

1. the Proposal or Statement of Work;
2. any specific written amendments agreed by both parties;
3. these Terms of Business.

2.5 No variation to these Terms or the Proposal shall be binding unless agreed in writing by both parties.

3. The Project and Scope of Services

3.1 Helmed will provide the Services described in the Proposal.

3.2 The Proposal will, where appropriate, identify:

• the scope of work;
• deliverables;
• timescales;
• fees;
• payment arrangements;
• included revisions;
• technical requirements;
• third-party services; and
• any other specific requirements applicable to the Project.

3.3 Work outside the agreed scope is not included unless expressly stated in the Proposal.

3.4 If the Client requests additional work, changes or functionality outside the agreed scope, Helmed may provide a revised quotation or charge for the additional work at its prevailing rates.

3.5 Helmed will not be required to undertake additional work until the Client has approved the additional cost where approval is reasonably required.

3.6 Changes to the agreed Project may affect the original delivery timetable.

3.7 Helmed reserves the right to refuse work that it reasonably considers unlawful, misleading, fraudulent, offensive, technically unsuitable or otherwise inappropriate.

4. Client Responsibilities

4.1 The Client is responsible for providing Helmed with all information, Content, materials, approvals, access credentials and decisions reasonably required to complete the Project.

4.2 Unless otherwise agreed, the Client shall provide requested Content in a timely manner and in a suitable format.

4.3 The Client warrants that it has all necessary rights, permissions, licences and consents to use any Content supplied to Helmed.

4.4 Helmed is entitled to rely on information and instructions supplied by the Client.

4.5 The Client is responsible for checking information supplied to Helmed for accuracy.

4.6 Delays caused by the Client, including delays in providing Content, approvals, access or feedback, may result in corresponding delays to the Project.

4.7 Helmed will not be responsible for additional costs or delays caused by the Client’s failure to provide information, materials, approvals or access when reasonably requested.

5. Project Delays and Client Inactivity

5.1 Helmed will use reasonable endeavours to meet agreed Project milestones and estimated completion dates.

5.2 Unless expressly guaranteed in writing, Project completion dates are estimates and may be affected by Client delays, third-party services, technical issues or other circumstances outside Helmed’s reasonable control.

5.3 If the Client fails to provide required Content or instructions within a reasonable period, Helmed may pause the Project.

5.4 If a Project remains inactive for more than 45 days because of a lack of communication or required Client input, Helmed may charge a reasonable re-engagement fee before recommencing work.

5.5 If a Project remains inactive for 60 days or more, Helmed may treat the Project as abandoned and may close the Project.

5.6 If a Project is closed because of Client inactivity, the Client remains responsible for work completed and costs incurred up to the date of closure.

5.7 Where a Project has been inactive for an extended period, Helmed may need to review or redevelop elements of the Project because of changes to software, technology, security requirements, third-party services or other circumstances. Any additional work required may be chargeable.

6. Fees and Payment

6.1 The Client shall pay the fees specified in the Proposal.

6.2 Unless otherwise stated in the Proposal, invoices are payable within 30 days of the invoice date.

6.3 Where a deposit, advance payment or milestone payment is specified, Helmed may require that payment to have cleared before commencing the relevant stage of the Project.

6.4 Helmed may suspend work where an invoice remains overdue.

6.5 Helmed is not required to commence or continue work while undisputed invoices remain unpaid.

6.6 Where work is suspended because of non-payment, any resulting delay to the Project timetable will be the Client’s responsibility.

6.7 Helmed reserves the right to charge interest and recover reasonable costs associated with the recovery of overdue business debts to the extent permitted by applicable law.

6.8 The Client may not withhold or deduct payment because of a separate dispute unless this has been agreed in writing or is otherwise permitted by law.

6.9 Any third-party charges, including hosting, domain registration, software licences, premium plugins, stock imagery, fonts, advertising expenditure or other external costs, may be payable by the Client in addition to Helmed’s fees where identified in the Proposal or otherwise approved by the Client.

7. Deposits and Advance Payments

7.1 Where a deposit or advance payment is required, this will be specified in the Proposal.

7.2 Work may not commence until the required deposit has been received and cleared.

7.3 A deposit will normally be applied against the Project fees.

7.4 If the Client cancels a Project after work has commenced, Helmed may retain or apply an appropriate proportion of any payment received to cover work completed and reasonable costs incurred, subject to the Client’s statutory rights.

8. Additional Work and Changes

8.1 The Client may request changes to the Project at any stage.

8.2 Changes that fall outside the agreed scope may be chargeable.

8.3 This may include:

• additional pages;
• additional functionality;
• additional design concepts;
• additional revisions;
• changes to an approved design;
• additional Content;
• third-party integrations;
• additional development;
• changes caused by Client or third-party modifications;
• changes to the underlying platform; or
• work required because of changes to third-party software.

8.4 Helmed will, where reasonably practicable, inform the Client of additional costs before carrying out significant additional work.

9. Expenses and Third-Party Costs

9.1 The Client shall reimburse reasonable expenses directly incurred by Helmed in providing the Services where those expenses are included in the Proposal or approved by the Client.

9.2 Such expenses may include:

• travel;
• accommodation;
• specialist software;
• licences;
• third-party services;
• stock photography or other licensed Content;
• printing;
• specialist contractors; and
• other reasonable Project expenses.

9.3 Where significant additional expenditure is anticipated, Helmed will seek the Client’s approval where reasonably practicable.

10. Delivery and Acceptance

10.1 Helmed will use reasonable endeavours to deliver the agreed Project in accordance with the Proposal.

10.2 Where a Project requires Client approval, Helmed will provide the Client with a reasonable opportunity to review the relevant deliverable.

10.3 The Client should notify Helmed of any material issue with a deliverable as soon as reasonably practicable.

10.4 Where the deliverable does not materially comply with the agreed specification, Helmed will use reasonable endeavours to correct the issue.

10.5 Requests that constitute changes to the agreed specification rather than correction of an agreed deliverable may be chargeable.

10.6 Unless otherwise agreed, final files, website deployment or transfer of ownership will take place once all amounts due for the relevant Project have been paid.

11. Design Approval and Sign-Off

11.1 Where Helmed provides design concepts for approval, the Client is responsible for reviewing the design carefully before approval.

11.2 Once a design has been approved, subsequent changes may be treated as additional work.

11.3 Helmed will not be responsible for delays caused by repeated changes after approval.

11.4 Unless expressly included within the Proposal, the creation of multiple alternative designs or concepts may be chargeable.

12. Website Development

12.1 Where Helmed develops a website, Helmed will use reasonable endeavours to ensure that the website performs substantially in accordance with the agreed specification.

12.2 Website development may involve WordPress, Laravel, other content management systems, open-source software, bespoke development, website builders or other platforms selected by Helmed based on the Project requirements.

12.3 The Client may request a particular platform. If that platform requires additional development, licences or costs, these may be charged separately.

12.4 Unless expressly stated otherwise, Helmed does not guarantee that a website will operate identically on every browser, operating system, device or future software release.

12.5 Helmed will aim to provide reasonable compatibility with commonly used current browsers and devices.

12.6 Compatibility with obsolete or unsupported browsers or systems will only be provided where specifically agreed in the Proposal.

13. Content Management Systems

13.1 Where a Content Management System (“CMS”) is provided, the Client may be given access to manage appropriate areas of the website.

13.2 The Client acknowledges that changes made by the Client or third parties may affect the appearance, security or functionality of the website.

13.3 Helmed is not responsible for problems caused by unauthorised or incorrect changes made by the Client or a third party.

13.4 Where Helmed is required to repair issues resulting from such changes, the work may be chargeable.

14. Third-Party Software, Plugins and Services

14.1 Helmed may use third-party software, plugins, themes, frameworks, APIs, hosting providers and other services.

14.2 Third-party products are developed and maintained by providers outside Helmed’s control.

14.3 Third-party providers may:

• change their products;
• change their pricing;
• restrict functionality;
• discontinue products;
• introduce compatibility issues;
• withdraw support; or
• experience outages or security incidents.

14.4 Helmed cannot guarantee the continued availability or compatibility of third-party products.

14.5 Where additional work is required because a third-party product is changed, discontinued, unsupported or incompatible, Helmed may charge for the required work.

14.6 Unless specifically included in an ongoing maintenance agreement, Helmed is not responsible for continuously updating third-party plugins or software.

15. Domains and Hosting

15.1 Helmed cannot guarantee the availability or successful registration of any domain name.

15.2 Where Helmed registers a domain on behalf of the Client, the domain remains subject to the terms and conditions of the relevant domain registrar.

15.3 The Client is responsible for ensuring that domain registration details remain accurate and up to date.

15.4 Website hosting supplied by Helmed may be subject to separate hosting terms.

15.5 Hosting and third-party services may be affected by outages, maintenance, technical failures or circumstances outside Helmed’s reasonable control.

16. Search Engine Optimisation

16.1 Where SEO Services are included, Helmed will use reasonable professional efforts to improve the Client’s search engine visibility.

16.2 Search engine rankings depend on numerous factors outside Helmed’s control.

16.3 Helmed does not guarantee:

• a particular search engine ranking;
• a particular position in search results;
• a specific amount of traffic;
• a specific number of enquiries or sales; or
• continued ranking following changes to search engine algorithms.

16.4 Search engine providers may change their algorithms, policies and ranking systems without notice.

17. Website Updates and Maintenance

17.1 Websites and software may require ongoing updates for security, compatibility, functionality and compliance purposes.

17.2 Unless maintenance is included in the Proposal or a separate support agreement, ongoing updates are not included within the original Project fee.

17.3 Helmed may recommend updates or maintenance where it reasonably considers them necessary.

17.4 The Client is responsible for deciding whether to implement recommended updates unless Helmed has been engaged to carry them out.

18. Support

18.1 Unless otherwise stated in the Proposal, Helmed will provide up to 5 Working Days of post-launch technical support following completion of a website Project.

18.2 This support is intended to address issues where the delivered website does not materially comply with the agreed specification.

18.3 Standard post-launch support does not include:

• new functionality;
• design changes;
• new pages;
• Content changes;
• changes requested after approval;
• third-party software issues;
• problems caused by Client or third-party changes;
• training beyond that expressly included;
• ongoing maintenance; or
• general technical support unrelated to the original Project specification.

18.4 After the included support period, support and development work will be chargeable at Helmed’s prevailing rates unless covered by a separate support agreement.

18.5 Where investigation is required, Helmed may charge for the time spent diagnosing an issue before providing an estimate for further work.

19. Client Content and Legal Compliance

19.1 The Client is responsible for the accuracy, legality and suitability of its Content.

19.2 The Client warrants that Content supplied to Helmed:

• does not knowingly infringe third-party intellectual property rights;
• does not knowingly breach applicable law;
• does not contain unlawful material; and
• may lawfully be used for the purposes of the Project.

19.3 The Client is responsible for obtaining appropriate legal advice regarding its own website policies, terms and conditions, privacy notices, cookie policies, industry regulations, licences, consents and other legal requirements.

19.4 Unless expressly agreed in writing, Helmed does not provide legal, regulatory, tax or compliance advice.

19.5 Where Helmed identifies a potential legal or compliance issue, it may notify the Client, but this does not constitute legal advice or a guarantee that the Client’s website or business is legally compliant.

20. Intellectual Property Rights

20.1 Each party retains ownership of Intellectual Property Rights that it owned before the commencement of the Project.

20.2 The Client grants Helmed a non-exclusive licence to use Client Content and Intellectual Property solely to the extent reasonably necessary to provide the Services.

20.3 The Client is responsible for ensuring that it has permission to provide any third-party Content to Helmed.

20.4 Unless otherwise agreed in writing, Helmed retains ownership of its pre-existing materials, development tools, frameworks, reusable code, methods, processes, know-how and general-purpose components.

20.5 Subject to payment in full, Helmed will grant the Client the rights specified in the Proposal in relation to the final Project deliverables.

20.6 Unless expressly transferred in writing, ownership of Helmed’s underlying tools, frameworks, reusable code and development methods does not transfer to the Client.

20.7 Third-party software and materials remain subject to the applicable third-party licence terms.

20.8 Where alternative designs or concepts are produced but not selected by the Client, those unused concepts remain the property of Helmed unless otherwise agreed.

20.9 The Client shall not reproduce, resell, licence or commercially exploit Helmed’s proprietary materials independently of the agreed Project without Helmed’s written permission.

21. Portfolio and Publicity

21.1 Unless the Client expressly requests otherwise in writing before the Project is completed, Helmed may refer to the Client as a customer and display completed work in its portfolio, website, social media, case studies and other marketing materials.

21.2 Helmed will not knowingly disclose confidential information when doing so.

21.3 Where a Client requires confidentiality regarding an unreleased Project, this should be agreed in writing.

22. Confidentiality

22.1 Each party shall keep confidential information received from the other party confidential and shall only use it for the purposes of performing or receiving the Services.

22.2 Confidential information does not include information that:

• is already publicly available;
• becomes publicly available through no breach of this Contract;
• was already lawfully known to the receiving party;
• is independently developed without using confidential information; or
• must be disclosed by law or a competent authority.

22.3 Each party shall take reasonable steps to prevent unauthorised disclosure of confidential information.

22.4 These confidentiality obligations shall continue after the end of the Contract.

23. Data Protection

23.1 Each party shall comply with applicable data protection legislation.

23.2 Where Helmed processes personal data on behalf of the Client as a processor, the parties will enter into any additional data-processing terms reasonably required by applicable law.

23.3 The Client remains responsible for ensuring that it has an appropriate lawful basis for collecting and using personal data through its website or services.

23.4 Where required, the Client is responsible for providing appropriate privacy notices, cookie notices and consent mechanisms.

23.5 Where Helmed acts as a processor, Helmed will process personal data only in accordance with documented instructions from the Client, subject to applicable law.

23.6 Appropriate security measures will be maintained having regard to the nature of the processing and the risks involved.

23.7 Any required deletion or return of personal data following termination will be handled in accordance with the applicable agreement and legal requirements.

24. Warranties

24.1 Each party warrants that it has authority to enter into the Contract.

24.2 Helmed warrants that it will provide the Services with reasonable care and skill as required by applicable law.

24.3 Helmed does not warrant that:

• a website will be completely free from defects;
• a website will operate indefinitely without maintenance;
• third-party services will remain available;
• search engine rankings will remain unchanged;
• a particular commercial result will be achieved; or
• all future software or browser updates will remain compatible.

24.4 Nothing in these Terms excludes or limits any liability or statutory right that cannot legally be excluded or limited.

25. Limitation of Liability

25.1 Nothing in these Terms limits or excludes liability where it would be unlawful to do so.

25.2 Subject to clause 25.1, Helmed shall not be liable for indirect or consequential losses to the extent permitted by law.

25.3 Subject to clause 25.1, Helmed shall not be liable for loss of profits, revenue, anticipated savings, business opportunity, goodwill or contracts where such loss is indirect or consequential.

25.4 Helmed shall not be responsible for losses arising from:

• Client-supplied Content;
• inaccurate information supplied by the Client;
• unauthorised changes made by the Client or third parties;
• failures of third-party software or services;
• domain registrar failures;
• hosting provider failures;
• search engine algorithm changes;
• cyber attacks or security incidents outside Helmed’s reasonable control; or
• circumstances beyond Helmed’s reasonable control.

25.5 Nothing in these Terms excludes or restricts liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or restricted.

25.6 Where the Client is a consumer, nothing in these Terms limits or excludes the Client’s statutory rights.

26. Client Indemnity

26.1 The Client shall be responsible for claims arising from Content or materials supplied by the Client where the claim results from the Client’s breach of these Terms or infringement of a third party’s rights.

26.2 This clause does not require the Client to indemnify Helmed for losses caused by Helmed’s own negligence, breach of contract or unlawful conduct.

27. Termination

27.1 Either party may terminate the Contract where the other party commits a material breach and fails to remedy that breach within 30 days of receiving written notice requiring it to do so.

27.2 A Contract may also be terminated where:

• the Client fails to pay amounts properly due;
• the Project has been abandoned;
• either party becomes insolvent;
• continued performance becomes unlawful; or
• another termination right is expressly provided in the Proposal.

27.3 Where termination occurs, the Client shall pay for Services properly performed and approved expenses incurred up to the termination date.

27.4 Any outstanding invoices shall become payable in accordance with their terms.

27.5 Termination does not affect rights and obligations that arose before termination.

27.6 Clauses relating to confidentiality, intellectual property, payment, liability, data protection and any other provisions intended to survive termination shall continue after termination.

28. Cancellation by the Client

28.1 If the Client wishes to cancel a Project, the Client should notify Helmed in writing.

28.2 Where work has already commenced, the Client may remain responsible for:

• work completed;
• approved expenses;
• non-refundable third-party costs;
• committed resources; and
• other amounts properly due under the Contract.

28.3 Any refund will depend upon the circumstances of the cancellation, the work completed and the applicable legal rights of the Client.

28.4 Nothing in this clause removes any cancellation or refund rights that the Client has under applicable consumer law.

29. Force Majeure

29.1 Neither party shall be responsible for a delay or failure to perform its obligations where caused by circumstances reasonably beyond its control.

29.2 Such circumstances may include:

• natural disasters;
• fire;
• flood;
• war;
• terrorism;
• civil unrest;
• industrial disputes;
• widespread internet or telecommunications failures;
• major cyber incidents;
• failures of third-party infrastructure;
• government action; or
• other events outside the reasonable control of the affected party.

29.3 The affected party shall notify the other party where reasonably practicable.

29.4 If a force majeure event continues for an extended period and substantially prevents performance, either party may discuss termination of the affected Project.

30. Assignment and Subcontracting

30.1 Neither party may transfer the Contract to another party without the other’s consent, except where permitted by law or as part of a legitimate business transfer or restructuring.

30.2 Helmed may use suitably qualified employees, contractors or subcontractors to assist in providing the Services.

30.3 Helmed remains responsible for managing the Services provided by its subcontractors.

31. Notices

31.1 Formal notices under the Contract should be provided in writing.

31.2 Notices may be delivered by email, recorded post or personal delivery to the relevant contact details provided by the parties.

31.3 Email notices will generally be treated as received on the next Working Day unless the sender receives an automated notification indicating that delivery failed.

32. Non-Solicitation

32.1 During the Project and for 12 months following its completion, the Client shall not knowingly solicit for employment or direct engagement an employee of Helmed who was materially involved in providing the Services.

32.2 This does not prevent recruitment resulting from a general advertisement or recruitment campaign that is not specifically directed at Helmed’s personnel.

33. Third-Party Recommendations and Referral Fees

33.1 Helmed may recommend third-party providers where it believes their services may benefit the Client.

33.2 Helmed may receive a referral fee or commission from some third-party providers.

33.3 Where applicable, Helmed will seek to make such arrangements transparent.

33.4 A referral arrangement will not affect the Client’s responsibility to assess whether a third-party provider is suitable for its needs.

34. No Partnership or Agency

34.1 Nothing in these Terms creates a partnership, joint venture, employment relationship or agency relationship between Helmed and the Client.

34.2 Neither party has authority to bind the other unless expressly authorised in writing.

35. Entire Agreement

35.1 The Contract represents the agreement between Helmed and the Client concerning the relevant Project.

35.2 It replaces previous discussions, proposals or understandings concerning the same Project except where expressly incorporated into the Contract.

35.3 Neither party relies on any representation that is not expressly included in the Contract, except where such exclusion would be unlawful.

36. Severability

36.1 If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

36.2 The remaining provisions shall continue in full force and effect.

37. Waiver

37.1 A failure or delay by either party to exercise a right under the Contract shall not constitute a waiver of that right.

37.2 Any waiver must be expressly confirmed in writing.

38. Changes to These Terms

38.1 Helmed may update these Terms for future Projects.

38.2 The version of the Terms accepted by the Client will normally apply to that Project unless the parties subsequently agree otherwise in writing.

38.3 Changes to an existing Contract will only take effect where agreed in accordance with the Contract or required by law.

39. Governing Law and Jurisdiction

39.1 These Terms and any Contract between Helmed and the Client shall be governed by the laws of England and Wales.

39.2 Subject to any mandatory rights available to consumers, the courts of England and Wales shall have jurisdiction over disputes arising from or connected with the Contract.

40. Dispute Resolution

40.1 If a dispute arises, the parties should first attempt to resolve it through good-faith discussions.

40.2 A party wishing to raise a formal dispute should provide written details of the issue to the other party.

40.3 The parties may agree to use mediation or another appropriate alternative dispute resolution process before commencing court proceedings.

40.4 Nothing in this clause prevents either party from taking urgent legal action where necessary to protect its rights or interests.

41. Third-Party Rights

41.1 Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Contract.

42. General

42.1 Headings in these Terms are for convenience and do not affect interpretation.

42.2 References to legislation include any amendment, replacement or re-enactment of that legislation.

42.3 Where the Client is a consumer, these Terms are subject to the Client’s mandatory statutory rights.

42.4 If any provision of these Terms conflicts with a mandatory legal requirement, the mandatory legal requirement shall prevail.

Contact Details

Helmed
Office 14
Bessingby Way
Bridlington
YO16 4SJ

Email: admin@helmed.co.uk

Website: www.helmed.co.uk