Terms of Service

1. Who we are

Valome Media Ltd is a private limited company registered in England and Wales (company number 17539032).

Registered office: 34 Benbow Avenue, Eastbourne, England, BN23 6EB Email: hello@valomemedia.com

“We”, “us” and “our” mean Valome Media Ltd. “You” and “your” mean the client named in the accepted proposal.

These terms cover our one-off services and ongoing support for business clients. Our services include Email Automation, Website Development, Software Development, and SEO & Google Business.

Our paid services are offered for business purposes. If you intend to purchase mainly for personal purposes, contact us before ordering so that appropriate consumer terms can be provided. Nothing in these terms removes mandatory legal rights.

2. Your agreement with us

Your agreement consists of these terms, the proposal or quotation accepted by email, any agreed statement of work, and any applicable data-processing addendum.

The proposal identifies the client, scope, deliverables, price, payment arrangements and any project-specific requirements. We will provide these terms or a link to them before you accept.

The agreement is formed when you accept our written proposal and these terms by email, signature or an express acceptance step at checkout. Payment constitutes acceptance only where we clearly explain this and provide the applicable terms before payment, and an agreement has not already been formed.

The person accepting confirms that they are authorised to enter into the agreement for the client.

A proposal may supplement these terms. A conflicting provision overrides them only where the variation is expressly identified and agreed in writing. An agreed data-processing addendum takes priority for personal-data processing matters.

Simply browsing our website does not create a paid services agreement.

3. Scope and changes

We will provide the services and deliverables specified in the accepted proposal with reasonable care and skill.

Only work expressly included in the proposal is included in the price. Additional functionality, integrations, content, revisions, training, maintenance or support require written agreement.

We will explain any proposed change to scope, price or timing before carrying out additional work. You must approve the change by email or another agreed written method.

Changes to ongoing services may involve an increase or reduction in the existing monthly fee or a separately agreed recurring payment. We will agree the revised services, charges and effective date before implementing the change.

4. Your responsibilities

You must provide the information, materials, access, instructions, approvals and feedback reasonably required to deliver the services.

You are responsible for ensuring that:

• You have authority to provide access to the relevant accounts and systems.
• Materials you supply can lawfully be used for the project.
• Your business information, claims, prices and instructions are accurate.
• Customer communications, marketing lists and requested activities have the necessary lawful basis and permissions.
• You review and approve content and functionality relevant to your business before launch.

We remain responsible for our own legal obligations and the reasonable care and skill of our work.

Delays in receiving necessary information or access may affect delivery dates. We will explain material delays and agree a revised schedule where necessary.

5. One-off projects

Unless the proposal states otherwise, one-off projects are payable 50% upfront and 50% on completion.

Work starts after acceptance, receipt of the upfront payment and the information or access needed to begin. Start dates and delivery estimates will be confirmed in the proposal or subsequent correspondence. A deadline is binding only where expressly agreed as such.

We will make completed work available for review before final handover. Please identify any failure to meet the agreed scope promptly. We will correct failures attributable to our work without an additional charge. New preferences or requirements outside the agreed scope are change requests.

Silence alone does not constitute approval. Minor defects that do not materially prevent use will be recorded and corrected within a reasonable period and do not prevent completion of otherwise conforming work.

Final payment is due within 14 calendar days of the completion invoice unless another payment schedule is agreed. We may withhold final transfer or handover of unpaid deliverables until the relevant payment is received.

Ongoing maintenance, monitoring, updates and support are included only where expressly agreed. Any separate support arrangement does not remove responsibility for a breach of the original project agreement.

6. Cancelling a one-off project

You may cancel a one-off project by email.

On cancellation, you must pay for work reasonably completed and unavoidable third-party commitments authorised for the project up to cancellation. We will take reasonable steps to reduce avoidable costs and provide a breakdown.

Payments already made will be credited against the amount properly due. Any excess will be refunded within 14 calendar days of the final calculation. An upfront payment is not automatically forfeited in full merely because you cancel.

If we cancel without a breach by you, we will refund prepaid amounts for work not delivered and provide any paid-for completed work that can reasonably be handed over.

The termination rights in section 16 also apply.

7. Ongoing support

Ongoing support is a separate, rolling monthly service with no fixed minimum term, subject to the cancellation notice below.

Your accepted proposal defines the support and monthly fee. There are no standard packages unless expressly offered and agreed. You may contact us to ask questions, request work or discuss changes, but the monthly fee covers only the agreed services.

Unless included in the proposal, support does not include unlimited development, revisions, emergency response, continuous monitoring or guaranteed availability.

Contact us at hello@valomemedia.com. We aim to respond within 24 hours. This is a response target, not a guaranteed resolution time. Completion times depend on the request, its complexity, required access and third-party dependencies.

8. Recurring payments

Ongoing support is paid monthly in advance through Stripe. The monthly amount, first payment date and billing arrangements will be provided before you authorise the subscription.

By authorising the subscription, you permit Stripe to collect the agreed payments until the service ends in accordance with these terms. We will not increase the agreed fee without your written agreement.

You must maintain valid payment details. If collection fails, the payment remains due from the scheduled billing date.

If payment remains overdue for 14 calendar days, we may pause support after notifying you by email. We will confirm the arrangements for resuming support when overdue amounts are paid.

Cancelling a payment instruction does not itself cancel the service or remove amounts properly due. Contact us to cancel under section 9.

9. Cancelling ongoing support

Either party may cancel ongoing support by giving at least 30 calendar days’ notice by email.

Cancellation takes effect at the end of the first monthly billing period that ends on or after the 30-day notice period expires. A billing period is the period covered by a monthly payment, rather than necessarily a calendar month.

Depending on when notice is given, a further full monthly payment may be required. We will confirm the final payment and support end date.

For example, if billing periods run from the 1st to the last day of each month, notice received on 15 June will ordinarily end support on 31 July, with the July payment still payable.

Support continues until the end date, subject to payment. Paid billing periods are non-refundable for ordinary cancellation or non-use.

This does not prevent a proportionate refund for prepaid support we cannot provide or for the unused period following valid termination because of our unresolved material breach.

We will stop collecting recurring fees for periods after the effective end date.

10. Prices, costs and overdue payments

Prices are in pounds sterling. We are not currently VAT registered and do not currently charge VAT. If this changes, we will notify affected clients and explain any legally applicable VAT before future invoices.

Unless expressly included, you pay all third-party charges, including domains, hosting, subscriptions, software licences, usage charges and your own payment-processing fees.

We will obtain approval before committing you to additional third-party costs. Where practical, accounts and subscriptions should be held and paid for directly by you.

Please tell us promptly if you dispute an invoice, explaining the reason. We will investigate in good faith, and undisputed amounts remain payable.

We reserve applicable statutory rights to interest and debt-recovery compensation on overdue business debts.

11. Third-party platforms, AI and results

Our work may involve platforms and tools supplied by other providers. Their licences, usage limits and terms apply to your use of their services.

We will use reasonable care in selecting and configuring tools within our responsibility. We cannot guarantee the continued availability, pricing or functionality of third-party services, or prevent changes made by their providers.

We may use AI-assisted tools as part of delivery, subject to our confidentiality, data-protection and licensing obligations. We remain responsible for exercising reasonable care and skill when reviewing and using their outputs.

We do not guarantee particular revenue, sales, leads, search rankings, email deliverability, platform approval or commercial results. These depend on factors beyond the agreed work.

We do not guarantee that any website or system will be entirely free from interruptions, vulnerabilities or attacks. This does not reduce our agreed security obligations or duty to exercise reasonable care.

12. Ownership and handover

You retain ownership of your existing materials, accounts and data. You grant us permission to use them as reasonably necessary to perform the services.

Once the relevant fees are paid, we assign to you the intellectual property rights we own in the final bespoke deliverables created specifically for you under the proposal.

We retain ownership of our pre-existing materials, tools, templates and reusable components. Where incorporated into your deliverables, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use and adapt them as necessary to use, maintain and transfer those deliverables.

Third-party materials, software and AI-generated elements remain subject to applicable rights and licences. We will identify material restrictions relevant to the agreed use.

Handover includes the access, files and instructions specified in the proposal. Transfer or migration to another platform is included only if agreed.

We will obtain your permission before publishing a case study, testimonial or identifying project showcase.

13. Backups and account security

Unless backup management is expressly included, you are responsible for maintaining suitable backups and checking that they can be restored.

We will exercise reasonable care when working on your systems, including taking reasonable precautions before potentially destructive changes. Client backup responsibilities do not excuse negligent work by us.

Both parties must use appropriate security practices for the access they control and promptly report suspected compromise. You should remove access that is no longer needed after handover or termination.

14. Confidentiality and data protection

Both parties must protect non-public information received from the other and use it only for the agreed services. Disclosure is permitted to people who need it for delivery or professional advice and are subject to appropriate confidentiality obligations, or where required by law.

This does not cover information lawfully known beforehand, independently developed or publicly available without a breach.

Our Privacy Policy explains how we handle personal information for our own business purposes.

Where we process personal data on your behalf, the dated version of our Data Processing Addendum identified in the accepted proposal forms part of our agreement. Its standard processing descriptions apply to the services selected in that proposal, together with any additional documented instructions agreed between us.

Before processing begins, any processing not adequately covered by those descriptions must be documented and agreed. The DPA takes priority over conflicting provisions concerning the protection and processing of that personal data.

Confidentiality obligations continue after the services end for as long as the information remains confidential.

15. Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or anything else that cannot lawfully be excluded or limited.

Subject to that protection:

• For a one-off project, our total aggregate liability arising from or connected with that project, whether in contract, negligence or otherwise, is limited to the total project fee paid or payable under the accepted proposal.
• For ongoing support, our total aggregate liability arising from or connected with that support agreement, whether in contract, negligence or otherwise, is limited to the lower of: (a) the total ongoing support fees actually paid under that agreement before the first event giving rise to liability; and (b) six times the monthly support fee applying immediately before that event.
• Where liability arises from both a one-off project and ongoing support, the applicable limits above are added together without double recovery for the same loss.
• We are not liable for indirect or consequential loss.

These limits do not reduce refunds expressly due under these terms or restrict rights of individuals or regulators under data-protection law.

We are responsible only to the extent that a loss is attributable to our breach or other legal responsibility. You must take reasonable steps to reduce avoidable losses. We do not exclude responsibility merely because a third-party platform is involved.

16. Suspension, breach and termination

Either party may terminate an affected agreement if the other commits a material breach and fails to remedy it within 14 calendar days of written notice explaining the breach. Where a material breach cannot be remedied, termination may take immediate effect by written notice.

We may suspend affected work immediately where reasonably necessary to address unlawful activity, unauthorised access or a serious security risk. We will explain the reason where lawful and work reasonably towards resolution. Suspension will be proportionate to the issue.

On termination, you must pay amounts properly due. We will return prepaid amounts for undelivered work where required by these terms and provide reasonable handover of paid-for client materials.

We will relinquish access no longer required. Personal data will be returned or deleted under the applicable data-processing addendum. Additional migration services require separate agreement.

Clauses intended to continue after termination, including payment, ownership, confidentiality and liability, remain effective.

17. Events outside reasonable control

Neither party is responsible for delay caused by an event outside its reasonable control, provided it promptly informs the other and takes reasonable steps to reduce the impact.

This does not excuse payment for services already provided. If the event prevents the affected services for more than 30 calendar days, either party may end those services by email. We will refund prepaid fees for services not provided.

18. Website and SEO tools

You may use our website lawfully. You must not interfere with its operation, introduce harmful code or attempt unauthorised access.

Website content belongs to us or our licensors. You may view and retain copies for personal or internal business reference, but may not otherwise reproduce or commercially exploit it without permission or another lawful basis.

Free SEO checks and automated reports provide information based on the data and checks available at the time. They may be incomplete and do not constitute a comprehensive audit or guarantee of compliance, rankings or business performance.

For a paid report, the order description defines the deliverable, price and delivery arrangements. The project deposit arrangement in section 5 does not apply: the stated report price is payable upfront. We will investigate delivery failures or material errors and provide correction, replacement or an appropriate refund where required.

19. Changes, notices and disputes

The version supplied when you accept applies to your agreement. Publishing updated terms does not automatically change an existing agreement. Changes to an existing agreement require written agreement by both parties.

Email counts as writing. Notices should be sent to hello@valomemedia.com and to the client email identified in the proposal. A notice is received when it reaches the recipient’s email system, provided no delivery-failure notification is received.

If there is a complaint or dispute, contact us with the details. Both parties will first try to resolve it in good faith.

If a provision is unenforceable, the remaining provisions continue to apply. Failure to exercise a right immediately does not waive it. Nobody other than the parties has a right to enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.

These terms and the documents forming your agreement record the agreed services. Nothing excludes liability for fraud or fraudulent misrepresentation.

The agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory legal rights.