Terms of Business
The contract behind every package. What you get, what it costs, who owns the work, and how either side ends it. This is the document your Order Form references, in full - you read it before you pay, never after.
Table of contents
Who we are, who you are
"PoshLayer", "we", "us" - PoshLayer Ltd, registered in England & Wales no. 17359605, registered office 71-75 Shelton Street, Covent Garden, London WC2H 9JQ.
"You" - the business named on the Order Form. You confirm you are contracting as a business, not as a consumer, and that the person accepting has authority to bind you.
The "Agreement" - these Terms of Business plus your Order Form. If they conflict, the Order Form wins.
What we provide
The package named on your Order Form, as described on its package page at poshlayer.com on the date you sign - a copy of that description is preserved with your Order Form.
Your project runs through the PoshLayer client dashboard. Milestones, updates, files, approvals and invoices are recorded there, and the dashboard is the record of the project: if the dashboard says a milestone was approved on a date, it was.
Anything not in the package description is not included. §8 (extra work) is how anything new gets added, and it is quoted and accepted before it is built - there is no silent yes, and no silent invoice.
Money
Setup fee - due on signing, before work starts. It buys the design and build of your site and becomes non-refundable once work begins, because the work it pays for will have been done.
Monthly fee - due monthly in advance by card or direct debit through Stripe, starting at go-live or 30 days after you approve the design, whichever is first (so a project cannot stall forever at no cost).
Minimum term - as stated on the Order Form (default: three months from first monthly payment). After it, the service rolls monthly and either side may end it under §10.
Late payment - we may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (8% + Bank of England base rate, plus the fixed sum). If an amount is 14 days overdue we may suspend the service on 7 days' written notice; suspension does not stop fees accruing. We restore promptly on payment.
Price changes - not during the minimum term. After it, at most once in any 12 months, with 60 days' written notice - long enough to leave under §10 before a change touches you.
Third-party costs in your name (your domain, ad spend, app licences) are yours, billed at cost, and only ever with your prior sign-off - unless your package expressly includes them.
Prices exclude VAT, which we add if and when we are VAT-registered.
What we need from you
Materials (text, images, logos, credentials) by the dates in the dashboard plan, and decisions within 5 working days of a request. If a decision or material is more than 14 days late, we may pause the plan and re-schedule; §3.2's clock is unaffected.
You warrant that everything you give us is yours to give - that materials you supply do not infringe anyone's rights and that facts you supply (prices, claims, qualifications) are accurate. We warrant the same for what we create or license.
One named contact with authority to approve. Approvals in the dashboard (or by email from that contact) are binding.
Ownership
Your domain is yours. Registered in your name, or transferred to you on request at any time, including mid-dispute. We manage it while the service runs; you can take it back with no exit fee, ever.
Your content is yours. Text, images and media on your site - supplied by you or created for you - are assigned to you when the fees that paid for them are paid in full. Until then we license them to you for the service.
The platform stays ours. The CMS, the dashboard, our tooling, templates, components and know-how - everything reusable that existed before your project or that we built to run many sites - remains PoshLayer's. Your site runs on it while the service runs.
On exit (§10) you receive: your domain, a full export of your content and design assets, and a static copy of your site's public pages. Platform features (CMS editing, dashboard, managed hosting) end with the service. What leaves with you and what stays is this clause, in advance, in writing.
Social accounts and handles are yours. Any social account is created by you, owned by you, and connected to us by permissions you can revoke. We never hold your passwords and never register a handle in our name for you.
Portfolio. We may show your finished work (site, name, logo, non-confidential results) in our portfolio and case studies. Tell us in writing to stop and we stop within 14 days - future marketing only, not a recall of what has shipped.
AI-assisted work
Some deliverables are produced with AI tools under commercial licences we hold. We are responsible for the quality and legality of what we deliver regardless of how it was made, and §4.2's warranty from us covers it.
Where your package lets you trigger generation yourself (for example content drafts in the dashboard), it runs only on the vendors our licences permit for client-triggered use. Outputs delivered to you are yours per §5.2.
If a person's face or voice is used (yours, your staff's), we use it only with written consent from that person, only for the agreed deliverables, and we tell you which processors it touches (§7.3).
Data protection
Where we process personal data on your behalf (your customers' enquiries, your CRM records with us), we do so as your processor under UK GDPR, Schedule 1 (the processing annex) applies, and we act only on your instructions given through the service.
Each side is a controller of its own business records (our invoice records about you; your account with us).
Our sub-processor list (hosting, database, email, payments, AI vendors) is published in our privacy policy, naming each provider, what it does and where it runs; we give 30 days' notice of changes so you can object.
Both sides comply with UK GDPR and help each other with subject requests and security incidents; we notify you without undue delay of any breach affecting your data.
Extra work
You are never billed for work you did not agree to in advance. If we think a request is outside your package and you think it is inside, we raise it before doing the work, not on the invoice afterwards.
Small things stay free. A copy change, a swapped photo, a question - we do not raise paperwork for courtesies and we do not save them up to bill later. Paperwork is for work with a real cost and a real effect on your date.
Anything you ask for that is not in your package, such as a feature nobody scoped, is quoted before it is built. We put the description, the price and the effect on your launch date in the dashboard as a change order. Nothing starts and nothing is charged until you accept it.
Declining a change order costs you nothing. Your package is delivered as bought, on the date on your order.
Service, support, uptime
Monthly-fee services (hosting, monitoring, edits, dashboards) are provided with reasonable skill and care. Targets stated on the package page (response times, edit turnarounds) are what we run the business to; they are targets, not credits-bearing SLAs, unless the Order Form says otherwise.
We may take the platform down briefly for maintenance, scheduled outside UK business hours where practicable.
Ending it
After the minimum term, either side may end the service with 30 days' written notice - an email or a dashboard message is enough (§12.2). No exit fees, and nothing to post.
Either side may end immediately for material breach unremedied 14 days after written notice, or on the other's insolvency.
We may end immediately if your account is 30+ days in arrears after the §3.4 process.
On ending: §5.4 export within 14 days, DNS handed over on request, data processed for you under §7 returned or deleted within 30 days (except what law requires us to keep). Fees due to the end date stay due.
Liability
Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that: neither side is liable for indirect or consequential loss, loss of profit, revenue or data.
Subject to both: each side's total liability under the Agreement is capped at the fees you paid us in the 12 months before the claim arose (or, before 12 months of fees exist, the amounts paid to date).
Your site and marketing depend on third parties we do not control (search engines, social platforms, app stores, payment networks). We are not liable for their decisions - rankings, reach, suspensions, outages - though we will always help you respond to them.
General
Confidentiality - both sides keep non-public business information private, indefinitely.
Notices - what "in writing" means. An email, or a message in the dashboard to your named contact. Either counts, anywhere this Agreement asks for something in writing, including ending it under §10. Send ours to hello@poshlayer.com; we send yours to the email on your Order Form. You do not need to post anything, and neither of us can insist on a letter, recorded delivery or a signature. A notice takes effect on the day it is sent, unless that is a weekend or a bank holiday, in which case the next working day.
No exclusivity either way. No assignment without consent, except we may assign within the PoshLayer group.
Entire agreement - the Agreement replaces prior discussions; neither side relies on anything not written in it (but nothing excludes liability for fraud).
If a clause is unenforceable, the rest stands.
Governing law and courts: England & Wales.
Processing annex (UK GDPR Article 28)
| Item | Detail |
|---|---|
| Subject matter | Personal data processed in providing the package (site enquiries, customer records in the CRM/dashboard, order data for shop packages) |
| Duration | The term of the Agreement + the §10.4 return/delete window |
| Nature and purpose | Hosting, storage, display, transmission, backup; support; analytics only as instructed |
| Data types | Names, contact details, enquiry content, order details; no special-category data is expected - tell us if yours differs |
| Data subjects | Your customers, prospects and staff |
| Instructions | The Agreement + your use of the service's controls |
| Confidentiality | Persons processing are bound by confidentiality duties |
| Security | Measures per our published security summary (encryption in transit, EU-region storage, access control, backups) |
| Sub-processors | Published list; 30 days' notice of changes; objection right |
| Assistance | Subject requests, breach notification, DPIAs - reasonable assistance, promptly |
| End of processing | Return or deletion within 30 days of the end of the Agreement |
| Audit | Information reasonably needed to demonstrate compliance, on written request, once per 12 months |