Terms of service.

01

Definitions

Order Form. The written or electronic statement of the services selected, the fees payable, and the Commencement Date. The Order Form forms part of this Agreement.

Site. The website, together with its pages, structure, configuration and hosting arrangements, supplied under this Agreement.

Deliverables. The Site and all source code, templates, design systems, build tooling, configuration and documentation created or used in producing it, excluding Client Materials.

Client Materials. Material supplied by or belonging to the Client, including its business name, trade marks, logo, photographs, customer reviews, customer enquiries and domain name.

Subscription. The recurring service described in clause 2.1, billed at the interval and rate stated on the Order Form.

Qualifying Period. Twelve consecutive months during which the Subscription has remained continuously active, paid and in good standing, measured from the Commencement Date.

02

Services

2.1 Managed Service. Pourform designs, builds, hosts and maintains the Site for the duration of the Subscription. This includes domain registration and renewal where instructed, management of the Client’s Google Business Profile where access is granted, delivery of enquiries submitted through the Site, and one rebuild in each twelve month period at the Client’s request.

2.2 Handover. Where the Order Form specifies Handover, Pourform builds the Site and delivers the complete code base together with a recorded walkthrough, in consideration of a single fee. Ownership of that code base passes on receipt of the fee in full. Pourform has no continuing obligation in respect of hosting, maintenance, availability or currency of the Site.

2.3 Pre-engagement build. Prior to any payment becoming due, Pourform may prepare and present a specimen page for the Client’s consideration. No fee is payable in respect of it and no rights in it pass to the Client.

03

Fees and payment

3.1 All fees, and the interval at which they recur, are as stated on the Order Form. All amounts are in United States dollars and exclusive of any applicable tax.

No amount is fixed by these Terms. Fees are set on the Order Form so that the rate agreed with you is the rate that governs your account, and a later change to our published pricing does not alter it.

3.2 Payment is by card via Stripe, or by such other method as Pourform has agreed in writing in advance. Card payments may appear on the Client’s statement under the name of our billing provider rather than Pourform.

3.3 Fees are payable in advance of the period to which they relate. Payments made are non-refundable in whole or in part except where these Terms expressly provide otherwise.

3.4 Where a payment date falls on a day that does not occur in a given month, payment falls due on the final day of that month.

04

Term and renewal

4.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with clause 6.

4.2 The Subscription renews automatically at the end of each billing interval unless cancelled in accordance with clause 6.1.

05

Client obligations and warranties

• Supply photographs of completed work, together with the Client’s services, service areas, operating hours, and licence and insurance particulars.
• Grant access to the Client’s Google Business Profile, or authorise Pourform to claim it on the Client’s behalf.
• Respond within a reasonable period where Pourform requests review or approval of material.
• Maintain the accuracy of information published on the Site and notify Pourform of any change.

5.1 The Client warrants that it owns or is licensed to use all Client Materials, and that it holds all consents necessary for the publication of any photograph depicting an identifiable person or a customer’s property.

5.2 The Client shall indemnify Pourform against all claims, losses and reasonable costs arising from a breach of clause 5.1, or from any material the Client requires Pourform to publish.

06

Suspension and termination

6.1 Cancellation by the Client. The Client may cancel the Subscription at any time by written notice. Cancellation takes effect at the end of the billing interval then paid for. No refund is due in respect of any part of that interval.

6.2 Suspension for non-payment. Where a payment is not received on the due date, Pourform shall notify the Client and shall notify the Client again seven days thereafter. Where payment remains outstanding fourteen days after the due date, Pourform may suspend access to the Site.

1. On the due dateWritten notice that payment has not been received.
2. Seven days laterA second written notice.
3. Fourteen days after the due datePourform may suspend the Site. Visitors are served a notice stating that the site is temporarily unavailable. That notice does not refer to payment and does not identify the Client as being in arrears.

Suspension is not deletion. Pages, photographs, reviews, the domain and the Google Business Profile are unaffected, and service is restored on the day payment is received. The suspension notice signals to search engines that the interruption is temporary.

6.3 Termination by Pourform. Pourform may terminate this Agreement on thirty days’ written notice, or immediately where the Client requires the publication of unlawful material, where payment remains outstanding sixty days after the due date, or where the Client is in material breach and has not remedied that breach within fourteen days of notice.

6.4 Consequences of termination. On termination for any reason, the licence granted under clause 7.2 terminates immediately and Pourform shall withdraw the Site from public access. The consequences for ownership of the Deliverables are governed by clause 7.

6.5 Client Materials. On termination, and irrespective of the reason for it, Pourform shall return the Client Materials on request and shall transfer any domain registered on the Client’s behalf to the Client at no charge. Pourform asserts no right over Client Materials at any time.

07

Ownership and licence

7.1 Ownership. All right, title and interest in the Deliverables, including all intellectual property rights subsisting in them, vest in and remain the exclusive property of Pourform. Nothing in this Agreement operates to transfer ownership of the Deliverables except as expressly provided in clause 7.3.

7.2 Licence. Pourform grants the Client a limited, non-exclusive, non-transferable and revocable licence to use the Site for the Client’s own business purposes for so long as the Subscription remains active. The Client shall not copy, resell, sublicense, redistribute or reverse engineer the Deliverables, nor authorise any third party to do so.

7.3 Transfer on completion of the Qualifying Period. Where the Subscription has remained continuously active, paid and in good standing for the Qualifying Period, the Client shall thereupon be entitled, on written request, to delivery of the Site’s code base together with a perpetual, non-exclusive licence to use and modify it for the Client’s own business purposes. Delivery shall be made within fourteen days of request.

7.4 Cancellation before the Qualifying Period. Where the Subscription is cancelled or otherwise terminates before the Qualifying Period is complete, the licence granted under clause 7.2 terminates immediately, Pourform shall withdraw the Site from public access, and no code base, source files or other Deliverables shall be delivered to the Client. Fees already paid are not refundable.

In short: while you subscribe, the site is ours and you have the use of it. After twelve unbroken months it becomes yours to keep. Cancel before then and it comes down. Everything you gave us, including your domain, your photographs and your enquiries, remains yours throughout and is returned on request.

7.5 Continuity. For the purposes of clause 7.3, the Subscription is not continuous where it has lapsed, where a payment has remained outstanding beyond the period allowed in clause 6.2, or where the Site has been suspended, unless Pourform confirms otherwise in writing.

7.6 Handover. Where the Client has purchased Handover under clause 2.2, ownership of the code base passes on payment in full and clauses 7.2 to 7.5 do not apply.

08

Disclaimers

8.1 Pourform builds the Site with the object of visibility and conversion. Pourform gives no warranty as to search engine ranking, search position, volume of visitors, volume of enquiries, or revenue. Such outcomes depend on competition, reviews, response times and elapsed time since publication, and are outside Pourform’s control.

Any supplier who guarantees you a search ranking is guessing.

8.2 Pourform will use reasonable endeavours to maintain availability of the Site but does not warrant uninterrupted or error-free service. Hosting, domain registration, electronic mail and payment processing are provided by third parties, and interruptions attributable to them are outside Pourform’s control.

8.3 Except as expressly set out in this Agreement, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

09

Limitation of liability

9.1 Pourform’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort including negligence, or otherwise, shall not exceed the total fees paid by the Client to Pourform in the twelve months preceding the event giving rise to the claim.

9.2 Pourform shall not be liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.

9.3 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded.

10

Data

10.1 Enquiries submitted through the Site belong to the Client. Pourform does not sell, share or reuse the Client’s customer data, and processes it only to the extent necessary to deliver it to the Client and to operate the Site.

11

Variation

11.1 Pourform may vary these Terms on not less than thirty days’ written notice to the Client. Where the Client does not accept a variation, the Client may cancel under clause 6.1 before it takes effect, and nothing further shall be owed.

11.2 A variation does not apply retrospectively to any period already paid for, and does not alter the fees stated on an existing Order Form for the duration of the then-current term.

12

General

12.1 This Agreement, together with the Order Form, constitutes the entire agreement between the parties and supersedes all prior discussions and representations.

12.2 The Client may not assign this Agreement without Pourform’s written consent. Pourform may assign it on notice to the Client.

12.3 Where any provision is held to be unenforceable, the remaining provisions continue in full force.

12.4 This Agreement is governed by the laws of the State of Alabama, and the parties submit to the exclusive jurisdiction of the courts of that State.