This version applies to business agreements that expressly incorporate it. Existing agreements remain governed by the terms accepted and any agreed variations.
Please pay particular attention to payment and suspension in section 8, domain registration and transfer conditions in section 13, and minimum terms and early termination in section 14. These provisions must be brought to your attention before you enter the agreement.
1. Who we are and how the agreement is made
1.1 Parties and business customers
Podium Apps Limited, company number NI630987, of Opus House, 137 York Road, Belfast, Northern Ireland, BT15 3GZ, is referred to as Podium, we, us or our. Client, you or your means the person or legal entity identified in the accepted order. These terms are for customers acting in the course of business. Consumer engagements require appropriate separate terms; nothing here removes rights which cannot lawfully be excluded.
1.2 Acceptance and order of precedence
The agreement comprises the accepted proposal, order or Statement of Work (the Order), these terms in the version expressly identified and supplied before acceptance, and any agreed schedules. An authorised person may accept by signature, an electronic acceptance process, or an explicit written instruction accepting the identified Order and terms. An enquiry, website visit, receipt of an invoice or payment alone does not establish acceptance of a new or undisclosed version.
By accepting a proposal that expressly incorporates these terms, you agree to the version supplied with it and to any amendments expressly identified in that proposal. Acceptance of a new proposal varies an existing agreement only where the proposal clearly identifies that agreement, the changes and the date they take effect.
Specific provisions expressly agreed in the Order take precedence over conflicting general provisions in these terms. A stated cancellation right or different minimum term for a particular product takes precedence over our default position. A data processing agreement governs processing of personal data where applicable.
1.3 Existing agreements and changes
The applicable version is the version incorporated when the agreement was made, together with any subsequently agreed variation. Publication of an updated webpage does not itself vary an existing agreement. Changes to price, minimum term, ownership, transfer conditions or other material rights require express written agreement unless an already agreed, lawful variation mechanism specifically permits the change. A new version does not create a retrospective right to ownership, payment or domain retention.
2. Definitions and the commercial schedule
Services means the consulting, design, development, licensing, hosting, maintenance, marketing or support specified in the Order. Deliverables means the work we expressly agree to provide. Client Materials means your pre-existing content, branding, data and other materials supplied by or for you. Podium Software means original software and materials owned by Podium, excluding Client Materials and third-party or open-source materials.
The commercial schedule in the Order must identify the client and supplier, scope, currency, net fees, VAT treatment and total payable, billing frequency, minimum term, commencement date or objective commencement event, notice period and any domain arrangement. Any development cost recovered through recurring fees must be explained there. No undisclosed standalone development charge or discount clawback is created by these terms.
Business day means Monday to Friday excluding public holidays in Northern Ireland. Written includes email and an agreed electronic signing or client portal system. A transfer of domain registration rights and a change of registrar are distinct transactions.
3. Client responsibilities and working together
You will provide accurate information, lawful content, necessary permissions, access and approvals in a timely manner. You remain responsible for your business, products, pricing and the legality of your instructions and Client Materials. You must keep credentials secure and tell us promptly about suspected compromise.
We will identify material dependencies and explain the effect of delays. Client-caused delays may justify revised delivery dates or additional work agreed under section 5. They do not automatically change the contractual commencement date or restart a minimum term. Both parties will communicate honestly and respectfully and seek to resolve issues professionally.
4. Scope, performance and marketing outcomes
We will provide the Services with reasonable care and skill and in accordance with the Order. Estimates and delivery dates depend on the assumptions and dependencies stated there. Additional advertising, campaign management, ongoing SEO or other services are included only where the Order says so.
Unless a measurable commitment or guarantee is expressly agreed in the Order, we do not guarantee a particular search ranking, volume of traffic, number of enquiries, sales, revenue or return on investment. Those outcomes also depend on competition, advertising, platforms, the client's offer and the client's handling of enquiries. Forecasts and illustrative examples are estimates, not guarantees.
This section does not override an express promise in the Order, excuse failure to deliver agreed work or remove liability for a misrepresentation which cannot lawfully be excluded. A concern about results should be assessed against the actual scope and evidence of performance; neither party's assertion alone determines whether a breach occurred.
5. Changes, additional work and expenses
Requests outside the agreed scope require written agreement on the work and its price or charging basis before we proceed. Unless the Order states a different agreed rate, additional work is quoted at £100 per hour excluding VAT. We will obtain approval before materially exceeding an agreed estimate. Approved third-party costs and non-cancellable commitments must be identified before being incurred.
6. Hosting, infrastructure and backups
Where we supply managed hosting, we will take reasonable steps to maintain the agreed infrastructure, apply relevant updates and security measures, and provide daily automated backups. The Order will identify any specific location, retention, recovery or availability commitments. Backups reduce risk but are not a guarantee that every item can be recovered in every circumstance.
Maintenance, platform failures and events beyond reasonable control may cause interruption. We will act reasonably to minimise disruption and communicate material incidents. Unless an availability commitment is expressly agreed, uninterrupted service is not guaranteed. We remain responsible for our own contractual duties and reasonable care and skill, including when using subcontractors.
If you arrange external hosting or third-party changes, you are responsible for that arrangement. We are not responsible for problems caused solely by those services or changes outside our control. Any investigation or remedial work outside our scope is subject to section 5.
7. Intellectual property, software and licences
7.1 Ownership and the project licence
You retain ownership of Client Materials. Unless the Order expressly provides for an assignment, Podium retains ownership of Podium Software and grants you a non-exclusive licence to use the delivered system for the agreed business, project and environment while you comply with the agreement and pay the applicable fees. Payment for development or access to an administrator account does not by itself assign intellectual property rights.
The Order must explain any hosting dependency or licence end date. We may suspend or terminate a licence only in accordance with sections 8 and 14. An assignment or broader licence must be expressly agreed in writing. We do not claim ownership of third-party software, open-source components, your trade marks, or rights which we do not own.
7.2 Use and migration
Except where the Order, an applicable third-party licence or mandatory law permits, you may not sell, sublicense, distribute or duplicate Podium Software for another project, or permit another provider to reproduce our proprietary system. Migration of Podium Software to another environment requires a licence permitting that use. Export of your own data and content is addressed in section 14 and does not itself grant rights in our proprietary software.
7.3 Premium agency licences
Our agency subscriptions and licence keys remain under our control and are not transferred unless expressly agreed and permitted by the relevant vendor. Access to them is included only for the period and Services specified in the Order. When that access ends, you must obtain your own replacements where required. We may remove our credentials and connections as part of an orderly suspension or exit, subject to agreed notice and security requirements. Vendor and open-source licence rights take precedence over conflicting restrictions in this section.
8. Fees, late payment and suspension
8.1 Fees, VAT and payment dates
The Order must state whether each price includes or excludes VAT and show the applicable total. Business prices are exclusive of VAT where clearly stated before acceptance, and VAT is added only where legally chargeable. These terms do not convert an expressly VAT-inclusive price into a VAT-exclusive price.
Unless the Order states otherwise, one-off development fees are payable on the agreed milestones and recurring fees monthly in advance by Direct Debit, with the first recurring payment due on the Commencement Date defined in section 14. Invoices must identify the relevant period and due date. Other properly authorised invoices are payable within seven calendar days of receipt. The agreed schedule determines when future instalments fall due; issuing an invoice does not by itself accelerate them.
8.2 Stopping payment and moving supplier
Cancelling a Direct Debit, not using the Services, engaging another provider or requesting a domain transfer does not by itself terminate the agreement, cancel properly due invoices or waive the agreed minimum term. You must arrange another payment method if the Direct Debit fails. The parties' termination rights and any resulting settlement are governed by section 14.
8.3 Invoice questions and account evidence
Tell us promptly if you dispute an invoice, identifying the amount and reasons. We will supply the relevant invoices and a statement showing payments, credits and the calculation claimed, and investigate in good faith. You must pay undisputed sums when due. A failure to raise a concern within a particular period does not automatically extinguish a valid claim or defence. Neither the invoice nor our account statement is conclusive proof of liability.
8.4 Late-payment remedies
For qualifying late commercial debts we may claim statutory interest, fixed compensation and recoverable reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, to the extent permitted by law. We will identify the basis of any additional claim. We will not recover the same cost twice or add an unagreed penalty.
8.5 Notice and proportionate suspension
If an undisputed amount remains overdue, we may give written notice identifying the debt, affected Services, proposed suspension and at least seven business days to remedy the default. If the default is not remedied, we may suspend the affected hosting, support, access or Podium licences to the extent reasonably necessary. For a genuinely disputed sum, we will first follow the dispute process in section 16 and will not suspend solely because that sum is disputed while the client engages reasonably and pays undisputed amounts.
Immediate, proportionate suspension is permitted where reasonably necessary to address a serious security incident, unlawful use or a binding legal requirement. We will explain the action as soon as lawfully and reasonably practicable. Domain registration and transfers remain subject to section 13; suspension is not a right to confiscate a client-owned domain or erase client data.
8.6 Charges during suspension and restoration
Suspension does not itself restart or extend the minimum term. Accrued charges remain payable, and recurring charges continue only to the extent that contracted availability, licences, reserved resources or costs continue to be provided or incurred. We will credit directly avoided costs and will not charge twice for the same loss. After the default is remedied, we will restore the affected Services without unreasonable delay. Any exceptional restoration work must be reasonably required and agreed under section 5.
9. Support
Support is provided within the scope and service levels in the Order. Unless otherwise agreed, our usual initial response target is three business days, with service outages and serious security incidents prioritised. A response target is not a guaranteed resolution time. Additional functionality, marketing work and substantial content changes require a separate scope unless included in the Order.
10. Defects and remedies
We provide a 35-day post-launch period for reporting defects in delivered work against the agreed specification and will correct attributable defects within a reasonable time without an additional development fee. This does not cover new requirements or defects caused solely by unauthorised third-party changes. Expiry of this period does not extinguish other contractual or statutory rights or relieve us of ongoing maintenance obligations.
11. Liability
Nothing in this agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited.
Subject to that protection and any different limit expressly agreed in the Order, each party's aggregate liability arising from the agreement is limited to the greater of £1,000 and the fees paid or payable under the affected Order during the twelve months preceding the event giving rise to the claim. Related events are treated as one claim. This limit does not cap fees properly due or permit either party to use the other's intellectual property without the agreed rights.
Subject to mandatory law, neither party is liable for indirect or consequential losses. This does not automatically exclude every loss of revenue or every data loss regardless of its nature. The parties must take reasonable steps to mitigate recoverable losses. Any limitation applies only to the extent it is lawful and satisfies applicable requirements of reasonableness.
12. Data, security and confidentiality
Each party will comply with its applicable data protection obligations and keep the other's non-public commercial information confidential, except for authorised use, professional advice or lawful disclosure. Where we process personal data on your behalf, the parties will put an appropriate data processing agreement in place covering instructions, security, subprocessors, international transfers and return or deletion of data.
We will use reasonable technical and organisational safeguards. No system is immune from every incident, but the involvement of a third-party provider does not automatically remove our own duties. We will not publish account disputes or disclose client data to pressure payment. Exit arrangements must respect applicable data protection duties, retention requirements and legal holds.
13. Domain names, registration rights and transfer
13.1 State the arrangement before registration
The Order must identify each domain, the intended legal registrant, who pays registration and renewal costs, whether it is a Client Domain or a Podium Licensed Domain, and its transfer or purchase terms. We will provide the registrar's name and the registration details we are authorised to disclose on reasonable request. Registry and registrar rules, mandatory law and binding dispute decisions take precedence over a conflicting provision in this section.
13.2 Client Domains
A domain already owned by you, or registered or acquired expressly on your behalf, is a Client Domain. Holding it in our management account, paying a registry fee for you, managing DNS or hosting its website does not by itself give Podium ownership. We will use accurate registrant information and act within your authority.
We will cooperate with an authenticated request to transfer a Client Domain or change its registrar within applicable registry deadlines. We do not claim a general lien over a Client Domain for website, hosting or other debts. Those debts remain separately recoverable where properly due. Any separately agreed domain-specific fee or restriction must itself be lawful and consistent with the applicable registry rules.
13.3 Podium Licensed Domains
Only where the Order expressly identifies a domain as a Podium Licensed Domain and you specifically accept that arrangement before it is acquired or supplied, Podium may acquire and hold the registration rights in its own name and license use of the domain to you for the agreed project. The Order must clearly explain that you are receiving a licence rather than an immediate transfer of registration rights, and specify the transfer entitlement and any purchase price or settlement conditions.
For a package expressly sold with no upfront setup fee and a domain supplied by Podium on this basis, the Order may provide that the domain's registration rights remain with Podium during the minimum term. Your right to transfer those registration rights arises when the minimum term has been completed and all properly due charges under that Order have been paid, or earlier when a valid early-termination settlement under section 14 and any separately agreed domain purchase price have been paid. You do not have to wait until the original end date after satisfying an expressly agreed early-exit settlement. Any different transfer date or more favourable entitlement in the Order takes precedence.
There is no presumption that a domain is a Podium Licensed Domain merely because Podium registered it, paid for it, supplied it with a package, or holds its credentials. This arrangement cannot retrospectively reclassify an existing Client Domain and does not assign your business name or trade marks to Podium.
13.4 Payment conditions for a Podium Licensed Domain
Where expressly accepted in the Order, transfer of a Podium Licensed Domain's registration rights to you is conditional on cleared payment of any agreed domain purchase price, properly due accrued charges under the same Order, and any early-termination settlement properly due under section 14. Until those conditions are met, Podium may retain its registration rights and defer that contractual transfer, only to the extent permitted by law and the applicable registry and registrar rules.
We must give you an itemised settlement statement identifying the relevant contractual provisions and deducting payments, credits and avoided costs. We cannot include unrelated debts, unearned future instalments outside section 14, a newly invented development fee, or the same amount twice. For genuinely disputed sums, we will promptly seek a written settlement, agreed security or an appropriate dispute determination rather than use an indefinite transfer hold as pressure for payment.
13.5 Completing a transfer and protecting the domain
When the agreed lawful conditions are satisfied, we will initiate the authorised transfer within five business days, or sooner where registry rules require, and provide the necessary cooperation. Security checks, third-party processing times and binding registry locks may affect completion; we will explain any impediment. A transfer or settlement does not waive other accrued claims unless the parties expressly agree a release.
During an agreed exit or active dispute we will take reasonable steps to safeguard the registration, notify you of impending expiry and explain any renewal cost. We will not deliberately allow expiry, divert the domain to an unrelated business, or use it to publicise the dispute. Any limitation of the right to use a Podium Licensed Domain must follow the agreement's notice and termination provisions. Binding court orders, registry requirements and applicable dispute decisions will be honoured.
14. Minimum term, cancellation and early termination
14.1 Commencement and minimum term
An ongoing package has the minimum term stated in the Order. Our standard minimum is 24 months only where that duration is expressly stated in the Order before acceptance; a different expressly agreed product term takes precedence. An unspecified duration is not converted into a 24-month commitment by this webpage alone.
The Commencement Date is the date, or objectively identifiable event, expressly specified in the Order for commencement of the recurring paid Services. If the Order uses launch or activation as the trigger, we will record the actual event and notify you in writing. We will provide a corresponding minimum-term end date. The signature date, development kickoff, launch date and first payment may differ; invoice count and late payment do not change the agreed term.
14.2 Development recovered through monthly fees
Where the Order expressly states that a package includes development with no or a reduced upfront fee and that its cost is recovered through recurring charges, the recurring charge purchases that combined package rather than hosting alone. The Order must disclose the total minimum commitment and how any separately identified development element is treated on exit. We cannot add an unagreed retrospective setup charge or recover the same development element through both a separate balance and the remaining package charges.
14.3 Ordinary cancellation
Unless the Order grants a more favourable right, you may give at least 30 calendar days' written notice to end an ongoing package on or after the minimum-term end date. Notice can be given during the minimum term for termination at its end. Thereafter the Services continue monthly unless terminated on that notice; a further fixed minimum term requires express agreement.
14.4 Termination for breach
Either party may terminate the affected Order for the other's material breach if it is not remedied within 14 calendar days after a written notice describing the breach and required remedy, or immediately if the breach cannot be remedied and is sufficiently serious to justify termination. Any earlier suspension must comply with section 8. Mandatory insolvency and other legal restrictions continue to apply.
If you validly terminate because of our unremedied material breach, the early-termination settlement below does not apply. We will account for prepaid undelivered Services and the parties retain their lawful accrued claims and remedies. A valid exercise of an express cancellation right in the Order is also governed by that right rather than a conflicting general charge.
14.5 Early-termination settlement
If you elect to end a fixed-minimum package early without a contractual or legal right to do so, or we validly terminate it for your material breach, the following settlement becomes payable within 14 calendar days of an itemised final statement, to the extent lawful: accrued unpaid charges for Services up to the termination date, plus the remaining fixed recurring charges from that date to the agreed minimum-term end date, less the deductions described below. If we do not terminate, future instalments remain due on their normal dates and cannot also be collected as this settlement.
The remaining-charge component must be reduced by direct costs we will reasonably avoid because of termination, appropriate credit for accelerated receipt and reasonable mitigation, and any payments or credits already attributable to that future period. Prepayments and overlapping invoiced periods must not be counted twice. Variable usage and optional services which will not be supplied are excluded. The remaining-charge component cannot be less than zero or exceed the unpaid fixed charges for the unexpired minimum term.
The calculation is intended to protect the legitimate value of the agreed minimum commitment, including properly disclosed development recovered through monthly fees, without a windfall or punishment. We will explain the calculation and supporting assumptions on request, make appropriate further credits for subsequently identified savings, and add VAT only where legally required. Nothing makes an unlawful penalty enforceable or prevents you challenging the calculation.
14.6 Exit, data and continuing rights
Termination does not erase accrued invoices, valid settlement obligations, confidentiality duties or surviving intellectual property restrictions. It does not retrospectively create them either. We will cooperate reasonably with an orderly exit and provide Client Materials and personal data in an available standard export format, subject to verification, lawful retention obligations and any applicable data processing agreement. We will not use a blanket data hold to override mandatory rights.
Additional migration engineering, conversion work or support beyond the agreed export is separately chargeable only if agreed under section 5. Export of Client Materials is distinct from transfer of our proprietary software or agency licences. Domain transfers follow section 13.
15. Portfolio and other clients
Unless the Order provides otherwise, we may identify publicly launched work in our portfolio using material already made public with your authority, subject to confidentiality, data protection and third-party rights. We may work for other businesses, including competitors, without disclosing your confidential information. Exclusivity requires express written agreement.
16. Notices, disputes and general provisions
Contract notices must be sent in writing to the contact address identified in the Order. Unless it specifies another address, notices to Podium may be sent to [email protected]. We will send notices to the client's designated email address. A notice is effective when received in readable form; an email sent outside normal business hours is treated as received on the next business day unless acknowledged earlier. A delivery failure must not be ignored.
Both parties will provide the documents reasonably needed to understand an account or service dispute and arrange a review by an authorised decision-maker. They will seek a written resolution within 20 business days of a sufficiently detailed complaint, or another agreed period, and consider mediation where appropriate. Neither party is required to meet in person. This does not prevent urgent relief, a time-sensitive statutory remedy, access to a domain dispute procedure or proceedings where necessary.
Giving extra time or accepting a part payment does not by itself waive the balance or other rights. A payment plan or settlement changes the agreement only to the extent expressly agreed. Invalid provisions are severable where lawful; the remainder continues. Any replacement term requires lawful agreement, not unilateral substitution.
Unless the Order expressly agrees another jurisdiction, the agreement and related non-contractual obligations are governed by the law of Northern Ireland and its courts have jurisdiction, subject to mandatory law and applicable registry dispute procedures. Nothing limits liability for fraud, removes rights that cannot lawfully be excluded, or makes an unfair, unreasonable or penal provision enforceable merely because it is written here.