Terms and Conditions

The following terms and conditions apply to all services provided by Spotlight Studios Limited “Spotlight Studios” to the Client.

1. ACCEPTANCE

We reserve the right to amend these terms and conditions at any time. Any amendments will be communicated to you via email, or by notice on our website, at least 30 days before the changes take effect. It is your responsibility to review the amended terms and conditions.

Your continued use of our services after the effective date of the amended terms and conditions constitutes your acceptance of the amendments. If you do not agree with the amended terms and conditions, you must notify us in writing within the 30-day notice period and cease using our services before the amendments take effect.

1.1 Amendments to Terms and Conditions: We reserve the right to amend these terms and conditions at any time. Any amendments will be communicated to you via email or by notice on our website at least 30 days before the changes take effect. It is your responsibility to review the amended terms and conditions.

Your continued use of our services after the effective date of the amended terms and conditions constitutes your acceptance of the amendments. If you do not agree with the amended terms and conditions, you must notify us in writing within the 30-day notice period and cease using our services before the amendments take effect.

2. CHARGES

2.1 Charges: Charges for services provided by Spotlight Studios are detailed in the project proposal sent to the Client via e-mail. These quotations are valid for 30 days (unless otherwise specified). After this period, Spotlight Studios reserves the right to revise or withdraw the proposal.

Spotlight Studios may issue an invoice for the final amount as the project approaches completion, ensuring that the invoice is settled before the agreed-upon live date.

2.2 Payment Methods: Payments are accepted via Credit Card, Direct Debit, Bank Transfer, or Cryptocurrency. We no longer accept Cheques or PayPal as a payment method. Direct Debits can be set up immediately after signing a proposal. Within the client portal, payments can be made via Credit Card, Direct Debit and Cryptocurrency. Bank details are provided on all invoices, and within the accompanying email where necessary. 

2.3 Larger Projects / Tasks: Unless otherwise agreed with the Client, all website design services require an advanced payment, this will vary depending on the project’s size and will be clearly specified within the proposal / quotation. The remaining balance is due in subsequent milestone payments or before the project goes live.

2.4 Ongoing Support / Small Ad Hoc Tasks: Unless the client has an active support contract, all ongoing support or small ad hoc tasks, Spotlight Studios will raise an invoice immediately upon acceptance of the task. Clients will be informed if payment is required before commencement of the work. Small tasks and ongoing support are excluded from any cooling off period.

For clients not on a support contract, all ad hoc support requests will incur charges in accordance with our current hourly rate, with a minimum billing period being applied.

2.5 Payment Terms

2.5.1 Deposit Requirement: A non-refundable minimum deposit, as outlined in the project proposal, is required before starting any project, unless an alternate arrangement is made.

2.5.2 Invoice Policy for Tasks: Invoices for individual tasks are issued upon mutual confirmation of the work scope. Completed work will not go live until full payment is received.

2.5.3 Payment Due Upon Invoice Receipt: Invoices are sent electronically and are due immediately upon receipt. Unpaid accounts, in the absence of a valid dispute, will incur late payment charges.

2.5.4 Non-Refundable Deposits: All deposits are final, reflecting the allocation of resources and initial project work.

2.6 Cancellation Policy

2.6.1 Cooling-Off Period: Upon entering into a contract with Spotlight Studios, clients are entitled to a 14-day cooling-off period from the date of contract signing. This allows clients to review the agreement and ensure it meets their needs and expectations. This excludes small tasks, those covered within an ongoing support or where the cooling-off period is waivered.

2.6.2 General Projects Cancellation: For general projects, clients may cancel before completion; however, the initial deposit is non-refundable. If the project is near completion, full payment becomes due.

2.6.3 Pro-sites Cancellation: For Pro-site projects, a 12-month contract applies. Cancelling a Pro-site project before the end of this term requires full payment of the 12-month contract to cover extended commitment and resources.

2.6.4 Payment Post-Cooling-Off Period: Once the 14-day cooling-off period has elapsed without cancellation, all outlined initial payments become due. This ensures the effective allocation of resources for the project.

2.6.5 Waiver of Cooling-Off Period: If a project commences earlier than scheduled at the client’s request, this constitutes a waiver of the cooling-off period. Effective upon explicit agreement as part of the on-boarding process and/or scheduling the 1st meeting ahead of 14-day cooling-off schedule.

2.6.6 Mid-Contract Cancellation: Clients may cancel their contract at any point. For cancellations before the end of a 12-month contract, the full amount for the entire duration becomes due immediately. Written notice is required to initiate cancellation.

2.6.7 Non-Refundable Payments: Payments made post-cooling-off period are non-refundable, reflecting the commitment to the project and resources invested. This applies unless specifically provided otherwise in a written agreement by our company.

2.6.8 Refunds: In compliance with UK consumer law, refunds are not possible for work performed in accordance with the original work order. Refunds for other reasons may be issued as credit for future purchases within our company.

2.6.9 Resolution of Discrepancies: If clients are dissatisfied with our service, we request a comprehensive list of concerns sent to support@spotlightstudios.co.uk. We aim to resolve reasonable issues within the original scope of work within 30 days.

2.7 Goodwill and Good Faith Work Billing

2.7.1 Definition of Goodwill/Good Faith Work: Spotlight Studios occasionally undertakes additional tasks or services as a gesture of goodwill or in good faith without an initial charge. This work is typically aimed at enhancing the overall quality and effectiveness of the project, or to address unforeseen needs and challenges that arise during the course of the project.

2.7.2 Circumstances Triggering Billing: In the event a client changes their mind, refuses to pay, or threatens to cancel the project prior to making full payment, any work previously completed by Spotlight Studios under the terms of goodwill or good faith becomes billable. This provision applies to situations including, but not limited to, changes in project direction initiated by the client, refusal to adhere to agreed payment schedules, or indications of intent to withdraw from the project agreement.

2.7.3 Comprehensive Notification: Clients will be comprehensively informed at the time of receiving such goodwill or good faith services that these may become billable under the aforementioned circumstances. By accepting these services, the client acknowledges and agrees to this potential financial obligation.

2.7.4 Method of Calculating Charges: The charges for any goodwill or good faith work will be calculated according to Spotlight Studios’ standard rates. A detailed invoice outlining these additional charges will be issued to the client in such cases.

2.7.5 No Time Limit for Backdating Charges: There is no time limit for backdating charges on goodwill or good faith work. Charges may be issued retrospectively at any point following the completion of the work.

2.7.6 Legal and Debt Collection Measures: Should there be non-payment for goodwill or good faith work that becomes billable, Spotlight Studios reserves the right to pursue these charges through legal claims or by passing the matter onto a debt collection agency, in accordance with appropriate legal procedures.

2.7.7 Payment Terms and Conditions: Payment for such billed goodwill or good faith work is due as per the standard payment terms specified in the original contract or agreement. Non-compliance with these payment terms will be subject to the aforementioned measures.

3. DEVELOPMENT

3.1 Resolution of Ambiguities: In cases where there is ambiguity regarding the design or functionality of a website, Spotlight Studios will consult with the Client to resolve such issues. Our approach is to seek the simplest and most efficient solution that balances quality and effectiveness.

3.2 Recommendations and Client Decisions: Should Spotlight Studios identify potential improvements or necessary deviations from the initially agreed-upon plan, we will recommend these to the Client. If the Client opts for a different approach that deviates from our recommendations or raises concerns, any additional work or costs incurred due to this decision will be subject to additional charges.

3.3 Support for Custom Applications: For custom applications developed from scratch, an active maintenance contract is required for ongoing support and bug fixes. Spotlight Studios will not provide ongoing support for these applications in the absence of such a contract.

3.4 Adjustments to Scope and Cost: If a specific feature requires considerably more effort than initially anticipated, Spotlight Studios will inform the Client of the potential impact on the project’s cost and timeline. We will seek the Client’s approval before undertaking any additional work that exceeds the original scope and cost estimates. This includes the use of contingency funds and any revised charges that may apply.

4. DEADLINES & ESTIMATED TIMEFRAMES

4.1 Deadlines: Deadlines are considered as guides for when we expect a project or task to be completed, unless a specific deadline is agreed upon with the client. Spotlight Studios is committed to delivering projects and tasks within the agreed timescales, provided all payments are up to date. In the event of a deadline adjustment, we will provide reasons for the delay and make all efforts to deliver promptly.

It’s important to note that no compensation will be provided by Spotlight Studios if a project or task is not delivered within the deadline, unless a different agreement is in place in advance.

4.2 Estimated Timeframes: Estimated timeframes for project completion are provided as guidance based on the average time taken to deliver similar projects. These estimates can vary from one project to the next. The most common causes for project delays include scope creep and delays in receiving content from the client.

4.3 Agreed Deadlines: If a specific deadline is agreed upon, it will be clearly specified within the proposal. For successful adherence to these deadlines, it is crucial that all feedback and required content from the client are received in a timely manner. Spotlight Studios will not be responsible for project delays if feedback or required content from the client is repeatedly delayed beyond 48 hours and necessitates follow-up from our team.

4.4 Client Responsibilities: We expect the Client to appoint a single primary contact to assist Spotlight Studios with any requirements necessary to complete the project efficiently and satisfactorily. During the project, we will require the Client to provide necessary content (text, images, videos, sound files, etc.). Please note, any changes to the agreed scope of work after commencement are likely to involve additional costs and may cause subsequent delays.

4.5 Scope Creep: Scope creep refers to the expansion of a project beyond its initially agreed parameters, often characterised by additional features, modifications, or requests that were not part of the original plan. To manage scope creep effectively, Spotlight Studios adheres to the following process:

4.5.1 Identification and Communication: Any changes in the project scope identified by either Spotlight Studios or the Client will be communicated and documented promptly. This includes any additional features, changes in design, or functionality not included in the original proposal.

4.5.2 Approval Process: Before undertaking any additional work related to scope changes, Spotlight Studios will provide an estimate of the additional time and costs involved. Client approval for these changes, including the associated costs, must be obtained in writing.

4.5.3 Impact on Deadlines & Project Dynamic: Clients must be aware that changes in project scope can lead to adjustments in deadlines and overall project timelines. While Spotlight Studios strives to accommodate reasonable adjustments, significant or multiple compounded changes can extend the project timeline, adding days, weeks, or in extreme cases, months. In scenarios where changes are frequent or substantial, a revised timeline may not be immediately feasible due to the evolving nature of project goals.

Such extensive adjustments can lead to increased frustrations for both parties, disrupting the planned flow of the project. These changes can also impact staffing resource allocation, as the individual/team assigned to your project may need to be reorganised or rescheduled to accommodate the new demands. We urge clients to consider the implications of additional work thoughtfully and to expect delays. Major alterations can significantly affect not just the timeline, but also the overall project dynamic. Where discrepancies arise refer to point 5.1.

4.5.4 Budget Considerations: Additional charges may apply for work that falls outside the original project scope. These will be communicated for agreement before the extra work commences.

This process is designed to keep the project within manageable boundaries and ensure that both Spotlight Studios and the Client have a clear, shared understanding of the project’s evolving scope, timeline, and budget. Our aim is to manage expectations effectively and maintain open, transparent communication to ensure the project’s success, even as it adapts to these changes.

5. CLIENT REVIEW

Spotlight Studios is committed to client satisfaction and provides multiple opportunities for review and feedback during the website development process. Clients will be invited to review and provide feedback on the website’s appearance and content during key milestones, such as post-initial design and pre-launch.

Feedback or approval from the client should be communicated to Spotlight Studios in a clear, written format (e.g., via email or through our project management system) within fourteen (14) days of presenting the material for review. If no feedback is received within this timeframe, the materials will be deemed accepted and approved by the client.

5.1 Resolution of Discrepancies: In the unlikely event that you are dissatisfied with any aspect of our service, please send a comprehensive list of all concerns in a new single communication to support@spotlightstudios.co.uk. We are committed to addressing any issues deemed reasonable and within the original scope of work. Upon receipt of your communication, we will review and aim to resolve these issues asap but guarantee they will be resolved within 30 days. This process is designed to ensure that any discrepancies are handled efficiently and to the satisfaction of both parties.

This review and discrepancy resolution process is designed to ensure the final website aligns with the client’s expectations and our shared vision for the project.

6. INHERITED PROJECTS

6.1 Definition of Inherited Projects: Spotlight Studios defines ‘inherited projects’ as those originally developed by another service provider, acquired from another entity, or transferred from another platform.

6.2 Disclaimer of Responsibility: Spotlight Studios absolves itself from any responsibility or liability for the existing functionality of these inherited projects.

6.3 Enhancement Efforts: While we will make every effort to work with and enhance these inherited projects, the quality and structure of the original build are beyond our control.

6.4 Additional Costs: Consequently, any work required to resolve issues, modify, or update these projects will likely incur additional costs. This may also necessitate a separate maintenance contract.

6.5 Transparent Communication: Spotlight Studios commits to transparent communication with the Client regarding the state of the inherited project upon our initial evaluation.

6.6 Informing Clients: Clients will be informed of potential limitations, challenges, and the estimated costs involved in addressing any issues or making desired changes.

7. Website Content

7.1 Content Provision: Spotlight Studios requires the Client to provide all necessary content and information in a timely and organised manner. Delay in providing required content within the agreed timeframe, resulting in a stall in website progress, authorises Spotlight Studios to impose a surcharge and/or place the project on hold.

7.2 SEO-Specific Requirements: For projects involving Search Engine Optimisation (SEO), text content must be provided in advance to facilitate efficient planning and implementation of SEO strategies.

7.3 Copywriting Services: These are not included as standard and will incur additional charges. If required, they will be itemised in the project proposal.

7.4 Format of Content Submission: All text content should be submitted either as a Microsoft Word document or via Email. The document should be clearly organised, with titles or document names corresponding to the titles of the agreed website pages. For further clarification, please contact us.

7.5 Project Management System: Our project management system is available for the Client to submit content and manage versions as needed.

7.6 Responsibility for Content Accuracy: Spotlight Studios is not responsible for proofreading or correcting grammatical errors in content provided by the Client. The Client is solely responsible for the accuracy and correctness of such content.

7.7 Royalty-Free Images: Where applicable, Spotlight Studios will provide royalty-free images for the project. These images will be selected to complement the overall design and theme of the website.

7.8 Placeholder Images: In instances where we are awaiting specific content or images from the Client, Spotlight Studios may use placeholder images (such as coloured image files or generic logos) to maintain the design layout and visual flow of the website.

7.9 Placeholder Text: Should there be delays in receiving the final text content from the Client, Spotlight Studios reserves the right to use ‘Lorem Ipsum’ or similar placeholder text. This is to demonstrate the text layout and to give an impression of how the final content will appear on the website.

7.10 Updating Placeholder Content: While the Client is responsible for providing final content, Spotlight Studios acknowledges that during the development phase, updates to content (including replacement of placeholder imagery and text) can be managed by us upon request. This service is intended to facilitate the development process while we await the final content from the Client.

IMPORTANT: The Client is responsible for reviewing and replacing all placeholder content (both imagery and text) with the final approved content. Timely receipt of all content from the Client is crucial. Spotlight Studios will not be held responsible for project delays caused by any outstanding content from the Client’s side, nor for any grammatical inaccuracies in the content provided.

8. MEDIA DELIVERY

8.1 Submission Guidelines: Spotlight Studios requires all project media, including text, photographs, graphics, and video, to be provided in specified formats for optimal web performance:

• Text: Electronic format, preferably as a Microsoft Word document, Google Doc, or similar editable text file.
• Photographs and Graphics: Digital delivery in high-resolution formats such as .jpeg, .png, or .svg. Print materials for scanning must be of high quality for web-ready imagery.
• Video: High-quality digital format, optimized for web use (e.g., .mp4 or .mov), considering file size and resolution.

8.2 Client Responsibility: Clients are responsible for ensuring that all media complies with these specifications. Failure to do so may lead to project delays and incur additional processing costs.

8.3 Image and Video Editing: Image and video editing, including re-drawing of logos, is not included by default. If required, this service will incur additional charges, for which an estimate will be provided upon request.

8.4 Sourcing of Images: Spotlight Studios will provide initial royalty-free images where necessary. Should a client require alternative images, specific guidance must be provided, or clients will be directed to a royalty-free website for selection. Without such guidance, additional image sourcing may incur charges.

8.5 Use of Placeholder Images: Placeholder images will be utilised in sections of the website where client input is anticipated, such as news, services, and products. Clients are strongly encouraged to replace these placeholders with their preferred media. The use of placeholders serves a dual purpose: firstly, it helps maintain the project timeline by allowing the development process to continue seamlessly; secondly, it offers clients an opportunity to become more familiar with making website edits and updates. Engaging with the website during the development phase is particularly advantageous as it is a period where mistakes have minimal implications and can be easily rectified. This hands-on experience is invaluable in ensuring clients are comfortable and confident in managing their website post-launch.

8.6 Rights and Permissions: Clients are responsible for obtaining the appropriate rights and permissions for all provided media. Spotlight Studios assumes no liability for copyright or rights infringements related to client-submitted materials.

9. DESIGN CREDIT

9.1 Design Credit Inclusion: Spotlight Studios typically includes a discreet design credit on websites we develop, either in the form of a small text link or a graphic at the bottom of the client’s website. This credit may include our company name and/or logo and link to our website. The design of this credit will be in keeping with the overall aesthetics of the site.

9.2 Request for Removal of Design Credit: Clients have the option to request the removal of this design credit. To do so, please inform us in writing. In cases where the design credit is removed at the client’s request, Spotlight Studios reserves the right to charge a nominal fee, not exceeding £250, to compensate for the loss of marketing exposure.

9.3 Portfolio Display: Additionally, Spotlight Studios retains the right to feature the completed work in our portfolio. However, we respect client confidentiality and proprietary information. Any display of the client’s work in our portfolio will be done in a manner that respects these considerations and the option to write an accompanying review is always available.

By structuring it this way, you make it easier for clients to understand the different aspects of design credit, removal options, and portfolio display, and it enhances the overall clarity of your terms and conditions.

10. Additional Expenses

10.1 Reimbursement for Additional Expenses: The Client agrees to reimburse Spotlight Studios for any additional expenses that are essential and outside the initial project scope, necessary for the successful completion of the project. These additional expenses may include, but are not limited to, the acquisition of specific fonts, stock photography, or costs related to meetings and other project-specific requirements.

10.2 Prior Notification and Approval: Spotlight Studios commits to providing the Client with prior notification of any anticipated additional expenses and will seek the Client’s approval before incurring such costs. This process ensures transparency and allows the Client to make informed decisions regarding these additional expenditures.

10.3 Documentation and Invoicing: All additional expenses will be documented and itemised in the project’s invoicing. Where possible, Spotlight Studios will provide estimates of these costs in advance.

10.4 Cap or Pre-Approved Budget: To protect the Client from unexpected high costs, a cap or pre-approved budget for additional expenses can be agreed upon at the outset of the project or when the need for additional expenses arises.

11. Website Testing

11.1 Browser Compatibility: Spotlight Studios is committed to designing websites that offer a functional and satisfactory experience across various browsers and devices. Our focus is on the latest versions of the four most popular browsers: Mozilla Firefox, Microsoft Edge, Google Chrome, Brave and Apple Safari. We no longer include Internet Explorer in our standard testing process due to its outdated status. Mobile browser testing is limited to their default browsers Google Chrome for Android and Apple Safari for iOS, with testing on additional mobile browsers available at an extra cost.

11.2 Limitations and Additional Costs: We acknowledge that it is not feasible to ensure perfect functionality across all browser software and operating systems. Occasionally, certain features may not work as intended and might need to be modified or removed for specific browser types or devices. If a website feature functions correctly in three of the listed browsers but fails in the fourth, addressing this issue may incur additional charges. Conversely, if an issue is common across two or more of the main browsers, its resolution will be included in the initial design costs, unless otherwise agreed in writing.

11.3 Updates and New Browser Versions: Post-handover, Spotlight Studios is not responsible for web pages that do not display properly in new browser versions. Any necessary changes to adapt to updated browser software will be quoted separately.

11.4 Responsive Design and Mobile Responsiveness: Our approach to responsive design is focused on ensuring a suitable and effective user experience on various devices, acknowledging that the experience on mobile devices may differ from the desktop version. We utilise industry-standard breakpoints to adapt the layout and functionality for different screen sizes, ranging from mobile phones to desktops. While this approach is designed to provide a good user experience across most devices, it is important to note that the experience will not be identical across all devices due to inherent differences in screen sizes and capabilities. Adjustments or additional breakpoints for specific devices can be implemented at an additional cost.

11.5 Pre-Live Due Diligence Checklist: To ensure high standards of quality and functionality, we implement a comprehensive pre-live due diligence checklist, including:

• Functionality Testing: Ensuring all website elements operate effectively across different browsers and devices.
• Performance Review: Assessing the website for optimal speed and responsiveness.
• Security Audit: Conducting thorough security checks to protect against online threats.
• Compliance Scanning: Ensuring adherence to legal and regulatory standards such as GDPR and ADA accessibility.

11.6 Client-Supplied Content Review: Spotlight Studios reviews content created by our team. However, any client-supplied content is assumed to be final and is not subject to our review process for accuracy or completeness. The client is responsible for proofreading and approving all such content before the website goes live.

12. Pro-Site (Licensed Service Model)

12.1 Hosted ONLY on Spotlight Studios Infrastructure: The Pro-Site solution is exclusively hosted on Spotlight Studios’ infrastructure to ensure optimal performance, security, and support. External hosting is not permitted.

12.2 Website Admin Access: The website will be built to allow you to manage most content yourself. However, in most circumstances you will not have access to certain areas, including (but not limited to) the menu structure, header, footer, page layouts, branding, primary/secondary colour configurations, fonts, plugin or theme access, and other administrative features. Custom development and/or support may be used for any changes required in these areas.

Installation of third-party plugins is permitted but covered in more detail under the “Third-Party Plugins” section.

12.3 Access to Core Source Code Cannot Be Provided: The client is not permitted to access, modify, or download the core source code of the Pro-Site solution. All customisation and development remain under the control of Spotlight Studios.

12.4 Client Owns Their Data: All data uploaded or generated through the Pro-Site solution is owned by the client. Spotlight Studios will provide access to this data as part of the service agreement.

12.5 Licensed in Perpetuity: The Pro-Site solution is licensed to the client in perpetuity, ensuring ongoing access and use of the service, subject to the terms of the service agreement and the client’s account being kept up to date. If the account is not in good standing, access to the Pro-Site solution may be suspended or terminated.

12.6 Minimum Contract Term of 12 Months (Paid Monthly): The initial minimum contract term is 12 months, with payments made monthly. The contract automatically renews on the anniversary of the website going live unless otherwise cancelled in writing.

12.7 Cancellation Policy: Cancellation of the Pro-Site solution requires at least 30 days’ notice before the renewal date. Failure to notify Spotlight Studios within this timeframe will result in the contract auto-renewing for another 12-month term, which can be paid monthly or annually.
For Pro-Site projects, cancelling before the end of the 12-month contract term will require full payment of the remaining contract balance. This policy aligns with the general cancellation terms outlined in Section 2.6.3 of the agreement, which cover extended commitments and resource allocation.

12.8 Migration Assistance: If migration of data away from the Pro-Site platform is required, Spotlight Studios can assist with the process. However, this service is not covered by the standard support contract and will be billed at our standard day rate for all quotations. Please note, this refers to the migration of data only — clients are not permitted to move the website itself.

13. Complimentary 30-Day Post-Launch Support

13.1 Support Duration and Scope: Following the live deployment of the website, Spotlight Studios will provide up to four (4) hours of Support Services at no additional cost for thirty (30) days. This support includes technical assistance and necessary updates to maintain the deliverables, focusing on rectifying any errors or deficiencies that may arise during this period.

13.2 Limitations of Complimentary Support: The complimentary support is limited to maintenance and updates within the original scope of the project. Any requests for enhancements or additional services beyond the initial project scope are not covered under this complimentary period and will incur charges. These will be billed on a time and materials basis at Spotlight Studios’ standard hourly rate.

13.3 Support Ticket Eligibility: Support Tickets raised within the 30-day complimentary support window remain eligible for support without additional cost, even if their resolution extends beyond this timeframe. However, Support Tickets initiated after the 30-day period will require an active support contract or will be billed as per an individual quotation.

14. COPYRIGHT

14.1 Ownership of Site Content: The Client retains full ownership of all site content, including text, files, graphics, and the use of open-source software (e.g., WordPress). This ownership allows the Client to use, modify, and manage these elements independently of Spotlight Studios.

14.2 Custom Theme and Plugins Licensing: Spotlight Studios grants the Client a license to use the custom theme and any custom plugins developed by Spotlight Studios. This license remains valid for as long as the agreed monthly payments are maintained. Despite the licensing, the intellectual property rights of the custom theme and plugins remain with Spotlight Studios.

14.3 Offboarding and License Termination: If the Client ends their relationship with Spotlight Studios, we will remove all licensed components, including the custom theme and plugins. This will significantly change the website’s appearance, defaulting it to the base WordPress theme and removing functionalities like integrations and animations that are part of the custom development.

14.4 Third-Party Copyrights: The Client is responsible for securing rights and permissions for any third-party copyrighted material on the site. The Client agrees to indemnify and hold harmless Spotlight Studios from any claims arising from the use of such material without proper permissions.

14.5 Royalty-Free Images: If Spotlight Studios provides royalty-free images, these are licensed only for use on the website and must not be used elsewhere, including on other websites owned by the Client. The Client is responsible for any misuse of these images and agrees to indemnify Spotlight Studios from any claims arising from such misuse.

14.6 Use of Source Code: Spotlight Studios reserves the right to use any part of the source code, including the custom theme and plugins, in future projects and/or commercial products, unless an alternative agreement is made with the Client.

14.7 Copyright Transfer: Copyright over the unique combination of all elements constituting the “project” remains with Spotlight Studios until full payment is received. Upon full payment, copyright for the combined elements passes in full to the Client.

15. CONFIDENTIALITY

15.1 Definition: Confidential Information refers to any data or information, oral or written, treated as confidential that a party to this agreement may obtain during the term of the agreement. This includes information related to business operations, client details, and proprietary technologies.

15.2 Obligation: Both parties agree not to disclose any Confidential Information obtained from the other party to anyone unless required to do so for business purposes related to this agreement.

15.3 Exclusions: Information is not considered confidential if it is already publicly known, received from another source without a breach of confidentiality, or independently developed without access to the Confidential Information.

15.4 Disclosure Required by Law: If any party is legally compelled to disclose Confidential Information, it must provide the other party with prompt notice and disclose only the minimum necessary to comply with the legal requirement, unless legally obliged to keep the disclosure confidential.

15.5 Return of Information: Upon the termination of this agreement, all Confidential Information must be returned or destroyed as directed by the disclosing party.

16. SEARCH ENGINE LISTINGS

16.1 SEO Support: Our websites are built with SEO in mind, which allows search engines to index them at their discretion. If you require search engine optimisation at any point, we can provide additional support upon request.

16.2 No Guarantee of Listings: We do not guarantee listings on Search Engines, and the customer accepts that it is Search Engines and not Spotlight Studios that determine whom they list and whom they will not. The Customer further understands there is no guaranteed placement or rank on the Search Engines, and that a new website may take several weeks, months, or may never even appear on some Search Engines at all.

16.3 Impact on Existing Sites: For existing sites undergoing a re-design, this can affect SEO. Changing the content and site structure can have positive or negative effects on Search Engine Rankings. Any negative effects will be entirely unintentional, and Spotlight Studios cannot be held liable for any loss in rankings or revenue due to this factor.

16.4 SEO Build Services: We offer SEO builds to help minimise the risk of any negative effects, although this cannot be guaranteed.

16.5 Monitoring and Improvement Services: Additional services are available to help monitor and improve SEO after the launch of a product. These services enable us to highlight any trends early to maximise growth or minimise losses.

17. ARREARS

17.1 Cheques & PayPal: Cheques and PayPal are no longer accepted as payment methods at Spotlight Studios.

17.2 Account in Arrears: In the event of an outstanding payment, the Client’s account will immediately be considered in arrears until full payment is received.

17.3 Suspension of Services: Spotlight Studios reserves the right to revoke access or suspend any and all services under the Client’s account until full payment has been received.

17.4 Late/Overdue Fees: Clients with accounts in arrears may be subject to additional overdue fees. These fees will be calculated based on the outstanding amount and duration of the arrears.

17.5 Loss of Legacy Pricing: Services for accounts in arrears will automatically renew at the current standard pricing. Any previously agreed legacy pricing will no longer be valid after an account has been suspended for non payment.

17.6 Mandatory Payment Method Registration: Before reactivation of any suspended services, Clients must have a valid Direct Debit or credit card registered within the client portal.

17.7 Limitation of Liability: Spotlight Studios accepts no responsibility for any consequences resulting from the suspension of services due to non-payment. This includes, but is not limited to, loss of revenue, data, business operations, or reputational damage suffered by the Client or any third party, including resellers of our hosting solutions. It is the Client’s sole responsibility to ensure timely payments to prevent service disruptions.

17.8 Additional Fees: Clients may be subject to additional fees under the following circumstances:

• Restoration Fees: Reasonable costs will be provided for restoration services, quoted at our standard hourly rate.

• Legacy Server Setup: If a website requires a legacy server setup (e.g. a no-longer-supported version of PHP or other outdated technology), additional fees will apply for configuration and ongoing support. A dedicated server and/or website upgrades may be required.

• Payment of Legal Expenses: Clients with accounts in arrears agree to pay Spotlight Studios reasonable expenses, including legal fees and costs for collection by third-party agencies, in enforcing these Terms and Conditions.

18. TERMINATION

Service will remain ongoing unless the client has requested their right to terminate.

Termination of services by the Client must be provided by the primary contact on the account AND in a written format, only then will the notice period begin. Telephone requests for termination of services (even by the primary account holder) will not be honoured until and unless confirmation is received in writing.

For existing services the Client must provide written notice no less than 30 days before the renewal of said service, otherwise the FULL amount of the next billable period becomes due. For services that are in development the Client will be invoiced for all work completed up to the date notice was given. Where a project is within fourteen (14) days of being delivered Spotlight Studios reserves the right to request full payment upon cancellation. Spotlight Studios will not honor any additional requests inline with the cancellation whilst your account is in arrears. We request all invoices are settled within fourteen (14) days providing ample time for any off-boarding.

18.1 Off-Boarding: In most instances additional work will be required to migrate a service away from Spotlight Studios. This may include (but is not limited to), license removal, termination of 3rd party licenses (such as office 365), provision and signing of NDAs, application clones, providing 3rd party access (where possible) OR backups, creation of any supporting documentation, and liaising directly with 3rd parties. A quotation will be provided for each individual circumstance but you can expect to be charged in the region of 0.5 – 2 days depending on the size of your project and the work involved.

Under no circumstances is the client able to continue using licenses registered to Spotlight Studios unless an agreement has been reached.

18.2 Projects Operating at a Loss: For any project to be determined as operating at a financial loss Spotlight Studios will provide multiple updates where potential risks to the project have been identified. If we’re unable to mitigate these risks in subsequent updates we may request the Client is open to renegotiating new terms. This may include “parking” a feature for a future iterations where it is not essential to the core application. However where the feature in question is essential to the core application an agreement must be reached. If an agreement between Spotlight Studios and the Client cannot be reached within 30 days of it being raised then Spotlight Studios reserves the right to terminate the contract without any implied fault from either party. Spotlight Studios will be entitled to payment for the work completed to date and the client is entitled to any non-proprietary work completed under their project.

18.3 Refunds: In accordance with UK consumer law, refunds are not possible where work has been performed in compliance with the original work order, and no refunds will be given for services already rendered. Except as specifically provided in a written agreement by our company, all refunds for any other reason shall be issued as credit for future purchases within our company. This credit will be applied to the account from which the original purchase was made and will be of the same value as the original payment made for the returned goods or services. Any overpayments to your account will be credited and applied to future purchases. Any variations to this policy are solely at the discretion of our company.

19. THIRD PARTY ACCESS

19.1 Third-Party Providers:

19.1.1 Third-Party Hosting: If the Client wishes to arrange their own hosting (excluding Pro-Site), this must be discussed beforehand as restrictions may apply. Payment will be required in full before providing the Client access to the source files. Once payment is received, Spotlight Studios will supply a zip file containing everything needed to deploy the website with their host.

19.1.2 External Deployment: If it has been agreed that Spotlight Studios will deploy the website on a third-party server, Spotlight Studios requires temporary access to the hosting control panel. If no control panel is available, Spotlight Studios must be granted temporary read/write access to the Client’s storage directories, accessible via FTP and MySQL. Other resources might also need to be configured on the server, depending on the project. Additional fees may apply if the third-party provider requires assistance or advice for subsequent configurations or issues.

19.1.3 Exclusivity: If Spotlight Studios has developed the website or is actively supporting it, Spotlight Studios shall be the exclusive developers for the website. No other third-party developers or designers are permitted to work on the website without prior written consent from Spotlight Studios.

19.1.4 Third Party Access: If Spotlight Studios agrees to third-party access an NDA is required. A backup should be taken, and a development environment should be used (subject to additional fees). Spotlight Studios is not responsible for any alterations made by a third party to the Client’s website or specific pages, including additions, modifications, and/or deletions. Any issues arising due to third-party work are the responsibility of the third party. If assistance from Spotlight Studios is required to fix these issues, additional charges will apply.

19.1.5 Confidentiality: The Client acknowledges that they do not have permission to view, copy, store, or benefit from any licenses/API keys or login credentials that do not explicitly belong to them and may be accessible with the level of access provided by Spotlight Studios.

19.1.6 Intellectual Property: In the event of a migration away from Spotlight Studios, all intellectual property, including custom plugins, licenses/API keys, or login credentials, cannot be reused, refactored, resold, or benefited from in any way. Spotlight Studios will remove any licensed or proprietary plugins included as part of existing licensing, such as those on Webmaster/Pro-Sites. This may affect functionality, and the Client will likely need to purchase new license keys, source equivalent replacements or agree an ongoing fee with Spotlight Studios.

19.2 Third-Party Contractors and Freelancers:

19.2.1 Third-Party suppliers: Spotlight Studios reserves the right to engage third-party contractors or freelancers to fulfill project requirements or meet deadlines. All third-party contractors and freelancers are vetted to ensure they possess the necessary skills and expertise.

19.2.2 Confidentiality: All third-party contractors and freelancers engaged by Spotlight Studios are required to sign confidentiality agreements, obligating them to maintain the confidentiality of sensitive information, trade secrets, or proprietary data related to our clients and projects.

19.2.3 Quality Assurance: Spotlight Studios is responsible for ensuring that third-party contractors and freelancers meet our quality standards. However, the ultimate responsibility for project outcomes and quality assurance remains with Spotlight Studios.

19.2.4 Scaling: The use of third-party contractors and freelancers allows Spotlight Studios to scale up quickly to address specialised project needs or meet deadlines, ensuring efficient and effective solutions for our clients.

19.2.5 Acknowledgement: By engaging our services, clients acknowledge and accept the use of third-party contractors and freelancers as part of our operational approach.

19.3 Trade Secrets and NDA (Non-Disclosure Agreement):

19.3.1 Trade Secrets: Spotlight Studios uses proprietary, premium, and bespoke software throughout our projects. The techniques and methods we use to build a website are considered trade secrets.

19.3.2 Termination with Continued Usage: Any termination where the client plans to continue using the website or wishes to grant any third-party administrator access will require adherence to our “Termination” conditions and the signing of an NDA.

19.4 Third Party Plugins:

19.4.1 Vetting: All plugins we use on a website have been carefully vetted and approved by an industry expert.

19.4.2 Installation Risks: Requested installation of third-party plugins not approved by Spotlight Studios is done at the website owner’s own risk. Spotlight Studios takes no responsibility for any issues or vulnerabilities caused by such plugins, and they will be excluded from any included support.

19.4.3 Prohibited Plugins: Installation of plugins that provide the execution of code from the user side is strictly forbidden. Issues include but are not limited to opening up vulnerabilities, including code injection and cross-site scripting (XSS) attacks. This can not only compromise the website but also the integrity of the server, and may lead to the compromission of confidentiality and intellectual property.

20. INDEMNITY AND LIABILITY

20.1 Indemnity: All Spotlight Studios services may be used for lawful purposes only. You agree to indemnify and hold Spotlight Studios harmless from any claims resulting from your use of our service that damages you or any other party.

20.2 Limitation of Liability: While Spotlight Studios will not engage in any malicious or intentionally damaging actions to the client’s brand, we cannot guarantee that the functions contained in our products or services will be error-free or fully functional at all times. Therefore, we cannot be held liable for damages, including but not limited to lost profits, sales, savings, reputation, or other incidental, consequential, or special damages arising from the operation or inability to operate our software, websites, and other services, even if you have advised us of the possibilities of such damages.

20.3 Exclusions from Liability: Spotlight Studios, its employees, and agents are excluded from liability for: a) Loss or damage caused by any inaccuracy; b) Loss or damage caused by omission; c) Loss or damage caused by delay or error, whether due to negligence or other causes in the production of the website; d) Loss or damage to clients’ artwork/photos supplied for the site, irrespective of whether the loss or damage results from negligence or otherwise.

20.4 Cap on Liability: The entire liability of Spotlight Studios to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

21. CLIENT DATA PROTECTION COMMITMENT UNDER GDPR

Spotlight Studios is registered with the Information Commissioner’s Office (ICO) and upholds the principles of the General Data Protection Regulation (GDPR) with the utmost rigor. The handling of data internally is detailed within our Privacy Policy. We are committed to maintaining GDPR-compliant hosting infrastructure within the UK and, as a data processor, adhere to the following commitments:

21.1 Data Processing by Instruction: We will process personal data strictly according to your explicit instructions, respecting your authority as the data controller.

21.2 Confidentiality Assurance: All data is treated with the highest level of confidentiality and will not be disclosed or used other than for the purposes set out in our agreement.

21.3 Support in Fulfilment: Should you face any obligations under GDPR, we pledge to assist you in fulfilling these duties, particularly concerning the security of processing, the notification of personal data breaches, and data protection impact assessments.

21.4 Compliance with User Consent: In instances where analytics or tracking pixels are employed on a client’s website, we will implement an “approve cookie” feature to ensure consent is obtained from users in compliance with GDPR requirements.

21.5 Additional Charges for GDPR Compliance Work: Any tasks requested related to GDPR compliance will fall under the terms of any pre-existing support contract. In the absence of such a contract, we reserve the right to levy additional charges for work that necessitates further GDPR compliance measures.

22. CLIENT REVIEWS & FEEDBACK

We fully support and respect the principles of freedom of speech and consumer protection laws. Clients are encouraged to provide honest, transparent, and fair feedback regarding our services. We believe that open communication is essential for continuous improvement and fostering trust.

22.1 Objective and Fair Reviews: We encourage our clients to provide honest and constructive feedback about our services. Reviews should be a fair representation of your experience, based on factual occurrences and interactions.

22.2 Prohibition of Malicious Reviews and Unfair Demands: Clients agree not to post or threaten to post unjust, malicious, or knowingly false statements about our company, services, or employees. This includes any content intended to manipulate, coerce, or unfairly damage the reputation of the company by threatening unjust negative publicity. Furthermore, clients agree not to use threats of negative reviews or adverse publicity as a means to demand unwarranted or excessive refunds, cost reductions, or any other unfair financial or service-related advantages. Such practices are considered a breach of these terms and may result in the termination of services and/or legal action.

22.3 Resolution of Complaints: Before posting a negative review, we request that clients contact our support team to address and attempt to resolve any issues related to our services. We are committed to finding a satisfactory solution where possible.

22.4 No Waiver of Legal Rights: While we encourage open and honest communication, this does not waive our right to seek legal remedies in cases of defamatory, libelous, or slanderous content.

22.5 Removal of Inappropriate Content: We reserve the right to request the removal of reviews or content that we determine to be malicious, false, or defamatory. This is in accordance with our commitment to maintaining a truthful and respectful online presence.

22.6 Compliance with Platform Rules: All reviews should comply with the terms and guidelines of the respective review platform. This includes adherence to rules about content, authenticity, and user conduct.

23. GENERAL

These Terms and Conditions constitute the entire agreement between the Client and Spotlight Studios, superseding all prior representations, agreements, negotiations, or understandings, whether written or oral, relating to the subject matter hereof. The acceptance of these Terms and Conditions by the Client is confirmed upon the signature of a contract, payment of an advance fee, or making a payment online. Such actions constitute the Client’s agreement to and acceptance of these Terms and Conditions.

24. GOVERNING LAW & SEVERABILITY

This Agreement shall be governed by English Law.

The following terms and conditions apply to all hosting services provided by Spotlight Studios Limited “Spotlight Studios” to the Client.

1. Services

Subject to the terms of this Agreement, and contingent on Customer’s satisfaction of Spotlight Studios’ credit approval requirements, Spotlight Studios agrees to provide the web hosting services described in the Order for the fees stated in the Order.

2. Term

The initial service term of the Agreement shall begin on the date that Spotlight Studios generates an e-mail message to Customer announcing the activation of the Customer’s account (the “Service Commencement Date”) and shall continue for the number of months stated in the Order (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew unless Spotlight Studios or Customer provides the other with written notice of non-renewal through the customer centre which is located at https://portal.spotlightstudios.co.uk/clientarea.php The Initial Term and any Renewal Term may be referred to collectively in this Agreement as the “Term.”

3. Payments

(a) Fees.

Fees are payable in advance on the first day of each billing cycle. Customer’s billing cycle shall be monthly, quarter, semi-annually, annually, or bi-annually as indicated on the Order, beginning on the Service Commencement Date. Spotlight Studios may require payment for the first billing cycle before beginning service. If the Order provides for credit/debit card billing, Customer authorises Spotlight Studios to bill subsequent fees to the credit/debit card on or after the first day of each successive billing cycle during the Term of this Agreement; otherwise Spotlight Studios will invoice Customer via electronic mail to the Primary Customer Contact listed on the Order. Invoiced fees may be issued on or before the 1st day of each billing cycle, and the fees shall be due on the 7th day following invoice date, but in no event earlier than the first day of each billing cycle.

Payments must be made in Great British pound. Customer is responsible for providing Spotlight Studios with changes to billing information (such as credit card expiration, change in billing address) at its option, Spotlight Studios may accrue charges to be made to a credit/debit card until such charges exceed £10.00. Spotlight Studios may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum non-usurious rate under applicable law. Spotlight Studios may suspend the service without notice if payment for the service is overdue. Fees not disputed within sixty (60) days of due date are conclusively deemed accurate. Customer agrees to pay Spotlight Studios’ reasonable reinstatement fee following a suspension of service for non-payment, and to pay Spotlight Studios’ reasonable costs of collection of overdue amounts, including collection agency fees, attorney fees and court costs.

(b) Fee Increases.

Spotlight Studios may increase its fees for services effective the first day of a Renewal Term by giving notice to Customer of the new fees at least fourteen (14) days prior to the beginning of the Renewal Term, and if Customer does not give a notice of non-renewal as provided in Section 2 above, the Customer shall be deemed to have accepted the new fee for that Renewal Term and any subsequent Renewal Terms (unless the fees are increased in the same manner for a subsequent Renewal Term).

(c) Refunds.

Refunds are only valid on the initial term for Shared web hosting packages. Outside of any SLA refunds are not available on VPS Servers, Dedicated Servers, Managed Servers, Domain Registrations, SSL Certificates, or any other services not listed here.

(d) Credits.

At times when a Credit is issued to an account for any reason, this credit is non-refundable. Furthermore any positive credit balance on an account at the time of account termination is immediately forfeited.

(e) Early Termination.

Customer acknowledges that the amount of the fee for the service is based on Customer’s agreement to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event Spotlight Studios terminates the Agreement for Customer’s breach of the Agreement in accordance with Section 9 (Termination), or Customer terminates the service other than in accordance with Section 9 (Termination) for Spotlight Studios’ breach, the unpaid fees for each billing cycle remaining in the Initial Term or then-current Renewal Term, as applicable, are due on the business day following termination of the Agreement.

(f) Chargebacks

All disputes and overcharges must be reported directly to Spotlight Studios, in writing, within thirty (30) days.

4. Law/AUP

Customer agrees to use the service in compliance with applicable law and Spotlight Studios’ Acceptable Use Policy posted at https://spotlightstudios.co.uk/terms-and-conditions/ (the “AUP”), which is hereby incorporated by reference in this Agreement. Customer agrees that Spotlight Studios may, in its reasonable commercial judgement consistent with industry standards, amend the AUP from time to time to further detail or describe reasonable restrictions and conditions on Customer’s use of the Services. Amendments to the AUP are effective on the earlier of Spotlight Studios’ notice to Customer that an amendment has been made, or the first day of any Renewal Term that begins subsequent to the amendment. Customer agrees to cooperate with Spotlight Studios’ reasonable investigation of any suspected violation of the AUP. In the event of a dispute between Spotlight Studios and Customer regarding the interpretation of the AUP, Spotlight Studios’ commercially reasonable interpretation of the AUP shall govern.

5. Customer Information

Customer represents and warrants to Spotlight Studios that the information he, she or it has provided and will provide to Spotlight Studios for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to Spotlight Studios that he or she is at least 18 years of age. Spotlight Studios may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s account until Customer has provided a written notice changing the Primary Customer Contract.

6. Indemnification

Customer agrees to indemnify and hold harmless Spotlight Studios, Spotlight Studios’ affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorney’s fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law or the AUP by Customer or any person using Customer’s log on information, regardless of whether such person has been authorized to use the services by Customer.

7. Disclaimer of Warranties

Spotlight Studios does not warrant or represent that the services will be uninterrupted, error-free, or completely secure. To the extent permitted by applicable law spotlight studios disclaims any and all warranties including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. To the extent permitted by applicable law, all services are provided on an “as is” basis.

8. Limitation of Damages

Neither party shall be liable to the other for any lost profits, or any indirect, special, incidental, consequential or punitive loss or damage of any kind, or for damages that could have been avoided by the use of reasonable diligence, arising in connection with the agreement, even if the party has been advised or should be aware of the possibility of such damages.

Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of spotlight studios and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall be a payment of money not to exceed the amount payable by customer for three months of service.

9. Suspension/Termination

(a) Suspension of Service.

Customer agrees that Spotlight Studios may suspend services to Customer without notice and without liability if: (i) Spotlight Studios reasonably believes that the services are being used in violation of the AUP; (ii) Customer fails to cooperate with any reasonable investigation of any suspected violation of the AUP; (iii) Spotlight Studios reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iv) as requested by a law enforcement or regulatory agency. Customer shall pay Spotlight Studios’ reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.

(b) Termination.

The Agreement may be terminated by the Customer at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability if Spotlight Studios fails in a material way to provide the service in accordance with the terms of the Agreement and does not cure the failure within ten (10) days of Customer’s written notice describing the failure in reasonable detail. The Agreement may be terminated by Spotlight Studios prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon thirty (30) days notice if Customer is overdue on the payment of any amount due under the Agreement; (ii) Customer materially violates any other provision of the Agreement, including the AUP, and fails to cure the violation within thirty (3) days of a written notice from Spotlight Studios describing the violation in reasonable detail; (iii) upon one (1) days notice if Customer’s Service is used in violation of a material term of the AUP more than once, or (iv) upon one (1) days notice if Customer violates Section 5 (Customer Information) of this Agreement. Either party may terminate this agreement upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an agreement for the extension or readjustment of all or substantially all of its obligations.

(c) Account Information / Billing

It remains the customers responsibility to ensure the information in your account is current and up to date. All invoices and account notifications will be sent to the primary address used to set up your account. Spotlight Studios are not liable for any resulting suspensions or terminations due to incorrect account information or failing to pay your invoice on time.

(d) Data

Subject to any additional arrangements with Spotlight Studios the data housed within a customers hosting account is their responsibility. During a suspension access to your hosting control panel is limited and access is provided at the discretion of Spotlight Studios and may be subject to additional fees. If your account remains in arrears you will receive a pending termination notice providing 30 (thirty) days to take action. After such time your hosting account will be permanently removed along with any associated backups. This process is irreversible and Spotlight Studios will not be held liable for any resulting implications.

(e) Unsuspension

Once your account balance has been settled or Spotlight Studios Ltd have agreed to re-activate your account there may be a period of up to 5 working days before your website is available to the public. We reserve the right to charge an administration fee on top of your existing service fees or any late payment fees you may have ben previously liable for. Spotlight Studios will not be held liable for any resulting implications of your website being offline.

10. Requests for Customer Information

Customer agrees that Spotlight Studios may, without notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that Spotlight Studios believes violates applicable law, and (ii) provide any information that it has about Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.

11. Backup

Upon account creation the customer will be provided with all the necessary login details for their hosting control panel. If the customer requires a backup of any content hosted by Spotlight Studios notwithstanding any agreement with Spotlight Studios to provide back up services this can be obtained from the hosting control panel. Ad-hoc backup requests will be subject to additional fees.

12. Changes to Spotlight Studios’ Network

Upgrades and other changes in Spotlight Studios’ network, including, but not limited to changes in its software, hardware, and service providers, may affect the display or operation of Customer’s hosted content and/or applications. Spotlight Studios reserves the right to change its network in its commercially reasonable discretion, and Spotlight Studios shall not be liable for any resulting harm to Customer.

Upon account termination all backups stored by Spotlight Studios will be removed along with the associated hosting account. It is the customers responsibility to ensure they have a backup of their data. Suitable notice periods in accordance to the termination policy are provided and Spotlight Studios will not be liable for any loss of data as part of a termination.

13. Notices

Notices to Spotlight Studios under the Agreement shall be given via e-mail to the address provided for customer support on https://spotlightstudios.co.uk Notices to Customers shall be given via e-mail to the individual listed as the Primary Customer Contact on the Order. Notices are deemed received on the day transmitted, or if that day is not a business day, on the first business day following the day delivered. Customer may change his, her or its notice address by a notice given in accordance with this Section.

14. Force Majeure

Spotlight Studios shall not be in default of any obligation under the Agreement if the failure to perform the obligation is due to any event beyond Spotlight Studios’ control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organised labour action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.

15. Governing Law/Disputes

The Agreement shall be governed by the laws of the United Kingdom, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.

16. Miscellaneous

Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent. The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any agreement and that it will not represent to any person that it has such power or authority. This Agreement may be amended only by a formal written agreement signed by both parties. The terms on Customer’s purchase order or other business forms are not binding on Spotlight Studios unless they are expressly incorporated into a formal written agreement signed by both parties. A party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Agreement. A party’s waiver of any of its right under the Agreement is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Agreement are not part of the Agreement, but are for the convenience of the parties. The following provisions will survive expiration or termination of the Agreement: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Agreement. There are no third party beneficiaries to the Agreement. Neither insurers nor the customers of resellers are third party beneficiaries to the Agreement. Customer may not transfer the Agreement without Spotlight Studios’ prior written consent. Spotlight Studios’ approval for assignment is contingent on the assignee meeting Spotlight Studios’ credit approval criteria. Spotlight Studios may assign the Agreement in whole or in part.

This Agreement together with the Order and AUP constitutes the complete and exclusive agreement between the parties regarding its subject matter and supersedes and replace any prior understanding or communication, written or oral.

17. Refuse Service

Spotlight Studios reserves the right to refuse or cancel service to any active or in-active customers for any or no reason.

This Acceptable Use Policy (“AUP”) governs the use of Spotlight Studios’ web hosting service. Violation of this AUP may result in suspension or termination of your service. In the event of a dispute between you and Spotlight Studios regarding the interpretation of this AUP, Spotlight Studios’ interpretation, in its reasonable commercial judgment, shall govern.

Offensive Content

You may not publish or transmit via Spotlight Studio’s service any content that Spotlight Studios reasonably believes:

• constitutes child pornography;
• constitutes pornography or adult related material;
• is excessively violent, incites violence, threatens violence, or contains harassing content or hate speech;
• is unfair or deceptive under the consumer protection laws of any jurisdiction, including chain letters and pyramid schemes;
• is defamatory or violates a person’s privacy;
• creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with a investigation by law enforcement;
• improperly exposes trade secrets or other confidential or proprietary information of another person;
• is intended to assist others in defeating technical copyright protections;
• clearly infringes on another person’s trade or service mark, patent, or other property right;
• promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking;
• is otherwise illegal or solicits conduct that is illegal under laws applicable to you or to Spotlight Studios; or
• is otherwise malicious, fraudulent, or may result in retaliation against Spotlight Studios by offended viewers.

Content “published or transmitted” via Spotlight Studios’ service includes Web content, e-mail, bulletin board postings, chat, and any other type of posting or transmission that relies on any Internet service provided by Spotlight Studios.

Security

You must take reasonable security precautions. You must protect the confidentiality of your password, and you should change your password periodically.

Obeying the Law

As Spotlight Studios is registered and located within the United Kingdom (UK), we are required to follow any and all UK laws. This provision applies to all Services provided and maintained by Spotlight Studios, whether located within the UK or other countries.

Resource Usage

Each customer is required to utilise as little server resources as possible, so as to allow for reasonable performance by all Spotlight Studios customers. Because server CPU and memory are shared resources, excessive consumption of these resources can interfere with or completely prevent normal service performance for other users. The Company reserves the right to suspend or terminate Services on any account that, at our sole discretion, is abusing server resources. Such suspension or termination can occur at any time without prior warning, and for any or no reason.

Abusive Actions

Any and all abusive actions directed towards our staff will not be tolerated. If you use foul language, threaten us, or do anything else that we may find offensive, you will be subject to, at the Company’s sole discretion, suspension or termination of Services without refund, with or without notice. This includes, but is not limited to, threats to sue, slander, libel, publicly post, or chargeback.

Restriction on Storage Space Usage

All accounts are subject to the following restrictions on storage space usage:

• Accounts must have valid, working websites, and not violate any previously subscribed terms
• Accounts are not for use of mass storage of backups, files, audio, video, zip files or others at our discretion
• Accounts are not for us of mass distribution of files, such as torrents or mirrors
• Any account found violating these terms may be suspended or terminated without warning

Unsolicited E-Mail

You may not send any unsolicited e-mail, either in bulk or individually, to any person who has indicated that they do not wish to receive it.

You must comply with the rules of any other network you access or participate in using your Spotlight Studios’ services.

Material Protected by Copyright

You may not publish, distribute, or otherwise copy in any manner any music, software, art, or other work protected by copyright law unless:

• you have been expressly authorised by the owner of the copyright for the work to copy the work in that manner;
• you are otherwise permitted by established United Kingdom copyright law to copy the work in that manner.

Spotlight Studios will terminate the service of repeat copyright infringers.

Copyright Infringement Notice (Digital Millennium Copyright Act)

If you believe your copyright is being infringed by a person using the Spotlight Studios network, please send your notice of copyright infringement to abuse@spotlightstudios.co.uk

Your notice must include the following:

• A physical or electronic signature of a person authorised to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted words at a single site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Spotlight Studios to locate the material;
• Information reasonably sufficient to permit Spotlight Studios to contact you, such as an address, telephone number, and, if available, an e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, the copyright owner’s agent, or the law;
• A statement that the information in the notification is accurate, and under penalty of perjury that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Other

You must have valid and current information on file with your domain name registrar for any domain hosted on the Spotlight Studios network.

Disclaimer

Spotlight Studios is under no duty, and does not by this AUP undertake a duty, to monitor or police our customers’ activities and disclaims any responsibility for any misuse of the Spotlight Studios network.

Internet Abuse

You may not engage in illegal, abusive, or irresponsible behavior, including:

• Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures (including those belonging to Spotlight Studios and its customers) without express authorisation of the owner of the system or network;
• Monitoring data or traffic on any network or system without the authorisation of the owner of the system or network;
• Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks;
• Use of an Internet account or computer without the owner’s authorisation, including, but not limited to Internet scanning (tricking other people into releasing their passwords), password robbery, security hole scanning, and port scanning;
• Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting; or
• Any conduct that is likely to result in retaliation against the Spotlight Studios’ network.
• Use of Spotlight Studios’ network in a way that unreasonably interferes with Spotlight Studios’ other customers use of the network

Cloud Hosting

99.5% Connectivity Guarantee

Spotlight Studios guarantees that when not undergoing scheduled maintenance, the network infrastructure is available 99.5% of the time. In the event of an unplanned network failure, we’ll refund 24 hours’ service for every 300 minutes of lost connection – up to a maximum value equal to your monthly subscription charge. Any credits offered under the SLA will be allocated against your Spotlight Studios Ltd account.

4 Hour Response

Should there be a problem with your server, a qualified engineer will be working on the problem within 4 hours of being notified. In the rare event that your problem cannot be solved within 4 hours, we ensure that you’re kept up to date until the problem is resolved.

Business & Managed Hosting

100% Connectivity Guarantee

Spotlight Studios guarantees that when not undergoing scheduled maintenance, the network infrastructure is available 100% of the time. In the event of an unplanned network failure, we’ll refund 24 hours’ service for every 60 minutes of lost connection – up to a maximum value equal to your monthly subscription charge. Any credits offered under the SLA will be allocated against your Spotlight Studios Ltd account.

2 Hour Response

Should there be a problem with your server, a qualified engineer will be working on the problem within 2 hours of being notified. In the rare event that your problem cannot be solved within 2 hours, we ensure that you’re kept up to date until the problem is resolved.

We will also provide a detailed overview of the issue and let you know when it will be resolved. Once the issue is resolved we make sure you have a full picture of what’s happened. An engineer’s report with full details of the issue and resolution is sent to you within 48 hours of completion.

Two Hour Hardware Replacement

In the unlikely event of unfixable server hardware failure, we guarantee that hardware will be replaced within two hours of the problem’s diagnosis. Hardware is defined as the processor(s), RAM, hard disk(s), motherboard, NIC card and other related hardware included with the server. This guarantee excludes the time required to rebuild a RAID array and the reload of certain operating systems, processors and applications. It does not include any bespoke server hosting solutions.

The information contained in this website is for general information purposes only. The information is provided by Spotlight Studios and while we endeavour to keep the information up to date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the website or the information, products, services, or related graphics contained on the website for any purpose. Any reliance you place on such information is therefore strictly at your own risk. In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this website. Through this website you are able to link to other websites which are not under the control of Spotlight Studios. We have no control over the nature, content and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. Every effort is made to keep the website up and running smoothly. However, Spotlight Studios takes no responsibility for, and will not be liable for, the website being temporarily unavailable due to technical issues beyond our control.

Where work is out for tender Spotlight Studios may on occasion offer a “Price Match Guarantee“. We try to stray away from confusing jargon here but the below points are the important things you should know:

• We ONLY price match against UK VAT Registered Businesses
• We require the original copy of the competitors quotation and/or a link to their website (if their pricing is public) within 14 days of you receiving our quote
• The features/services they are offering need to resemble the features/service we are offering to price match (i.e. like for like). This would mean they need to be offering website development on the same platform
• We Do NOT price match against recurring services such as Hosting, Webmaster, DNS Management etc (unless otherwise stated)
• If we agree to match the competitors quote, an order form will be raised with the new pricing and must be signed within 48hrs

Spotlight Studios retains the right NOT to price match the competitors quote if we feel the quotations are too dissimilar, that we would be forced to operate at a financial loss or for any other undisclosed reason.

Your rights

Organisations using the Direct Debit Scheme go through a careful vetting process before they’re authorised, and are closely monitored by the banking industry. The efficiency and security of Direct Debit is monitored and protected by your own bank or building society.

The Direct Debit Guarantee applies to all Direct Debits. It protects you in the rare event that there is an error in the payment of your Direct Debit, for instance if a payment is taken on the incorrect date, or the wrong amount is collected. It cannot be used to address contractual disputes between you and the billing organisation.

Direct Debit Guarantee

• The Guarantee is offered by all banks and building societies that accept instructions to pay Direct Debits
• If there are any changes to the amount, date or frequency of your Direct Debit the organisation will notify you (normally 5-10 working days) in advance of your account being debited or as otherwise agreed. If you request the organisation to collect a payment, confirmation of the amount and date will be given to you at the time of the request
• If an error is made in the payment of your Direct Debit, by the organisation OR your bank or building society, you are entitled to a full and immediate refund of the amount paid from your bank or building society
  • If you receive a refund you are not entitled to, you must pay it back when the organisation asks you to
• You can cancel a Direct Debit at any time by simply contacting your bank or building society. Written confirmation may also be required by the bank.
• Any changes to your billing also requires that you send an email to accounts@spotlightstudios.co.uk as you may still be in contract and an alternative method of payment needs to be setup / agreed.

Setup a Direct Debit