Terms of Service

Dearthwood Software
12 Welfen Lane, Claypole, Newark, NG23 5AL
Telephone: 01400 595 093
Website: https://dearthwood.uk

Last updated: June 2026

1. Introduction

1A. What these Terms are

These Terms of Service set out the general terms that apply when you use, buy, access, subscribe to, download, licence, commission, or receive any service, software, digital product, website, template, plugin, API, audit, support service, hosting service, or related service provided by Dearthwood Software.

These Terms apply to customers, visitors, users, subscribers, clients, businesses, sole traders, partnerships, companies, organisations, and consumers unless a separate written agreement says otherwise.

1B. Other agreements

If you enter into a separate written project contract, proposal, statement of work, service agreement, licence agreement, subscription agreement, hosting agreement, support agreement, Data Processing Agreement, or other written agreement with us, that agreement will also apply.

If there is a conflict between these Terms and a specific written agreement, the specific written agreement will take priority for that particular service, product, subscription, or project.

1C. Rights that cannot be excluded

Nothing in these Terms is intended to exclude or limit any legal rights that cannot be excluded or limited under the laws of England and Wales, including statutory consumer rights where you are acting as a consumer.

2. Definitions

2A. Us

“We, us, or our” means Mr. B. Jones T/A Dearthwood Software with our office at:
12 Welfen Lane
claypole
newark
ng23 5al

2B. You

“You” or “your” means the person, business, organisation, client, customer, user, visitor, subscriber, or account holder using, buying, commissioning, downloading, accessing, or receiving any Service from us.

“Customer” means any person, business, organisation, or legal entity that buys, subscribes to, licences, commissions, or receives Services from us.

“Consumer” means an individual acting wholly or mainly outside their trade, business, craft, or profession.

“Business Customer” means any customer acting for purposes relating to their trade, business, craft, profession, organisation, or commercial activity, including sole traders, partnerships, limited companies, charities, clubs, and other organisations.

2C. Services and projects

“Services” means any service, product, digital product, website, software, API, plugin, theme, template, subscription, hosting, support, audit, consultancy, documentation, download, licence, or related material supplied by Dearthwood Software.

“Project” means a specific piece of work we agree to carry out for you, including website design, website development, custom software, plugin development, technical setup, consultancy, or other bespoke work.

“Project Agreement” means any written agreement, proposal, quotation, email confirmation, statement of work, specification, contract, invoice, or other written document that sets out the scope, price, deliverables, timescale, payment terms, or conditions for a Project.

“Digital Product” means any digital item supplied electronically, including themes, templates, plugins, software, downloads, documentation, code, designs, layouts, API access, digital reports, or online services.

“Subscription” means any recurring paid plan, licence, support service, hosting service, maintenance service, API plan, software plan, Roomslate plan, Maps API plan, or other recurring service.

2D. Data, accounts, and access

“Customer Data” means any data, files, text, images, information, content, records, personal data, business data, guest data, booking data, website data, or other material provided by you, uploaded by you, processed for you, or held within a Service on your behalf.

“Account” means any user account, client account, dashboard account, admin login, subscription account, API account, Roomslate account, support account, or other account created for or by you.

“API Key” means any authentication key, token, access credential, password, or similar credential used to access an API, software service, dashboard, or protected service.

2E. Suppliers and external services

“Open Source Software” means software, code, libraries, plugins, tools, or components licensed under open-source licences or third-party terms.

“Supplier” means any third-party provider, platform, service, software provider, hosting provider, payment provider, domain registrar, email provider, plugin author, theme author, API provider, mapping provider, content delivery network, security provider, infrastructure provider, or other external party whose services, systems, software, data, or infrastructure may be used in connection with the Services.

“Supplier Failure” means any outage, failure, interruption, suspension, withdrawal, restriction, delay, price change, policy change, licence change, API change, data change, compatibility issue, security issue, support issue, account issue, or service issue caused by or relating to a Supplier or any system outside our reasonable control.

3. Services covered by these Terms

3A. Main service areas

These Terms cover all services and products provided by Dearthwood Software, including but not limited to:

• Website design and website development
• Website redesign, rebuild, repair, improvement, and optimisation work
• WordPress website work, including installation, configuration, maintenance, theme work, plugin work, and customisation
• Website themes, website templates, demo templates, template libraries, and pre-built website layouts
• WordPress plugins, custom plugins, extensions, add-ons, and integrations
• Custom software development, bespoke systems, web applications, dashboards, databases, APIs, automation, and integrations
• Roomslate hotel, bed and breakfast, holiday-let, and accommodation property management software
• Dearthwood Maps API, map widgets, mapping tools, geocoding, mapping data access, and related geospatial services
• Website audit tools, reports, analysis, technical audits, SEO audits, performance reviews, and conversion reviews
• Hosting, website care, maintenance, backups, updates, security support, monitoring, and technical support
• Domain, DNS, email configuration, SPF, DKIM, DMARC, mailbox setup, and related technical setup work
• Infrastructure, compliance, AI, automation, business systems, data, and technical consultancy
• Digital downloads, digital licences, subscription services, documentation, support materials, and training materials
• Any other service, product, software, website, tool, system, or digital material supplied by Dearthwood Software

3B. Service-specific terms

Some services may have additional terms, usage limits, licence conditions, acceptable-use rules, support limits, technical requirements, or service-specific documentation. Where service-specific terms apply, they form part of your agreement with us.

4. Acceptance of these Terms

4A. When you accept these Terms

By using our website, creating an Account, purchasing a Digital Product, commissioning work, accepting a quote, signing a Project Agreement, subscribing to a Service, using an API Key, downloading a theme or plugin, accessing Roomslate, using Dearthwood Maps API, or otherwise using our Services, you agree to these Terms.

If you do not agree to these Terms, you must not use our Services.

4B. Authority to accept

If you are accepting these Terms on behalf of a business, company, partnership, organisation, client, employer, or other legal entity, you confirm that you have authority to bind that entity to these Terms.

You must be at least 18 years old to purchase, subscribe to, commission, or use our paid Services.

5. Quotes, proposals, and project scope

5A. Quotes and estimates

Quotes, proposals, estimates, project documents, and specifications are based on the information available to us at the time they are prepared.

Unless stated otherwise in writing, quotes are valid for 30 days from the date issued.

5B. Scope

The scope of a Project is limited to the work expressly agreed in the relevant Project Agreement, quote, written specification, or confirmed written instruction.

Anything not expressly included in the agreed scope is excluded and may be charged separately.

Examples of out-of-scope work may include additional pages, new features, extra revisions, content writing, image sourcing, logo design, integrations, plugin development, custom forms, booking systems, payment systems, maps, API work, data migration, SEO work, accessibility remediation, email setup, DNS work, hosting migration, copy changes, layout changes, troubleshooting, training, support, or any other work not included in the agreed scope.

5C. Additional work

If you request additional work, we may provide a separate quote, charge at our standard hourly or day rate, or require written approval before continuing.

We may refuse to carry out work that we consider unlawful, unsafe, misleading, unethical, technically unsuitable, outside our expertise, incompatible with existing systems, or likely to cause security, performance, legal, reputational, or operational risk.

6. Customer responsibilities

6A. Information and materials

You agree to provide accurate, complete, and timely information needed for us to provide the Services.

You are responsible for checking that any information, content, images, files, data, product details, pricing, business information, legal wording, contact details, policies, terms, and instructions you provide are accurate, lawful, and suitable for use.

You are responsible for obtaining all permissions, licences, consents, and rights needed for any content, images, fonts, trademarks, logos, text, data, documents, software, plugins, accounts, access credentials, or third-party materials you provide to us or ask us to use.

6B. Review and approval

You are responsible for reviewing work we provide, testing relevant functionality, checking content, approving deliverables, and notifying us promptly of any issues.

You must not provide us with unlawful, defamatory, infringing, harmful, malicious, misleading, abusive, discriminatory, or otherwise unsuitable material.

6C. Your ongoing duties

You are responsible for maintaining your own records, backups, passwords, account access, business compliance, insurance, professional advice, legal obligations, and operational processes unless we have expressly agreed in writing to provide a specific service in relation to those matters.

If you delay in providing information, content, access, decisions, payment, feedback, approvals, or other required input, we may delay the Project, extend timescales, suspend work, charge additional fees, or close the Project where reasonable.

7. Access credentials and third-party accounts

7A. Providing access

You may need to provide access to hosting accounts, WordPress accounts, domain accounts, email accounts, DNS providers, payment providers, Google services, analytics tools, booking systems, social media accounts, software systems, APIs, databases, or other third-party services.

You must only provide access where you have the legal right and authority to do so.

7B. Access security

You are responsible for keeping credentials secure, changing temporary passwords after use, removing our access when no longer required, and maintaining your own account recovery details.

Where possible, access should be provided using individual user accounts, limited permissions, temporary credentials, or secure sharing methods rather than shared main passwords.

We are not responsible for loss, damage, data loss, service interruption, account lockout, missed renewals, billing issues, third-party policy changes, third-party suspension, or third-party service failure caused by systems or accounts not controlled by us.

8. Website design and development services

8A. Agreed website work

Website design and development work will be carried out according to the agreed scope, quote, Project Agreement, specification, or written instructions.

Unless expressly agreed in writing, website design and development services do not include ongoing maintenance, hosting, domain renewals, email hosting, SEO campaigns, copywriting, photography, paid advertising, social media management, legal drafting, accessibility certification, compliance certification, customer support, or unlimited revisions.

8B. Development materials

We may use existing code, reusable components, libraries, design patterns, internal tools, templates, plugins, open-source software, and our own pre-existing materials when building websites or systems.

We will take reasonable care to build websites to work in modern mainstream browsers and devices. We do not guarantee identical appearance or behaviour across every browser, operating system, device, screen size, connection, assistive technology, browser extension, or outdated software environment.

8C. Handover and later changes

Once you approve or sign off a website, page, feature, design, or deliverable, later changes may be treated as new work and may be charged separately.

If you make changes yourself, install third-party plugins, edit code, change hosting, alter DNS, replace content, modify settings, or allow others to work on the website after handover, we are not responsible for resulting faults, downtime, compatibility problems, security issues, performance changes, loss of data, design changes, or broken functionality.

9. SEO, search engine performance, indexing, and ranking impact

9A. Search engines are outside our control

Website design, website development, redesign, rebuild, migration, content changes, structural changes, hosting changes, domain changes, URL changes, theme changes, plugin changes, technical changes, and performance work may affect how search engines crawl, index, interpret, rank, display, or measure a website.

Search engines are third-party platforms outside our control. We do not control Google, Bing, other search engines, AI search systems, crawlers, indexing systems, ranking algorithms, search result appearance, search result timing, Search Console data, Analytics data, crawling frequency, indexing speed, ranking movement, impressions, clicks, traffic, enquiries, leads, sales, or business outcomes.

9B. SEO is only included if expressly agreed

Unless expressly agreed in writing as part of a specific SEO service, migration service, content service, or ongoing support package, our website design and development services do not include ongoing SEO, backlink building, content marketing, keyword research, Google Business Profile management, local SEO, citation building, technical SEO monitoring, Search Console monitoring, analytics reporting, ranking tracking, content publishing, competitor analysis, conversion optimisation, or post-launch search performance management.

Where SEO work is included, it will be limited to the specific SEO tasks expressly stated in the relevant Project Agreement, quote, written specification, or support package. Anything not expressly included is excluded and may be charged separately.

9C. Technical SEO support does not guarantee results

We may take reasonable technical steps within the agreed scope to support search-engine accessibility, such as basic page structure, metadata, headings, internal links, redirects, sitemap configuration, robots.txt checks, performance improvements, mobile-friendly layout, or other agreed technical measures.

These steps do not guarantee any particular search result, ranking, indexing outcome, traffic level, enquiry level, conversion rate, or business result.

9D. Ranking movement after launch

Search rankings and organic traffic can change for many reasons, including search engine algorithm updates, competitor activity, content quality, backlinks, brand demand, domain history, page age, website authority, technical history, hosting changes, URL changes, redirects, crawl delays, indexing delays, seasonality, user behaviour, reviews, local competition, market conditions, tracking changes, consent settings, analytics configuration, third-party platform changes, and actions taken by you or by other suppliers.

When a new website is launched, rebuilt, redesigned, migrated, restructured, or materially changed, search engines may take time to crawl, index, reassess, and stabilise the website. Temporary movement in rankings, impressions, clicks, traffic, indexed pages, Search Console data, snippets, local results, or search visibility may occur and does not automatically mean the website has been built incorrectly or that we are at fault.

9E. Existing rankings and URL changes

If existing URLs are changed, removed, redirected, renamed, consolidated, split, or replaced, search engines may temporarily or permanently reassess those pages.

Unless URL migration, redirect planning, SEO preservation, or ranking-risk management is expressly included in the agreed scope, you are responsible for instructing us about existing rankings, priority pages, historic URLs, high-value search terms, Search Console data, analytics data, backlinks, and SEO risks before work begins.

You are responsible for providing accurate existing-site information where SEO continuity matters, including current URLs, ranking pages, important search terms, Search Console access, analytics access, backlink information, existing redirects, existing sitemap details, content priorities, and any known SEO issues.

9F. SEO impact we are not responsible for

We are not responsible for loss of ranking, traffic, enquiries, leads, sales, impressions, clicks, backlinks, indexing, search visibility, AI-search visibility, or search performance where the loss is caused by search engine behaviour, algorithm updates, competitor activity, lack of ongoing SEO work, lack of new content, lack of backlinks, poor third-party content, historic site issues, customer instructions, customer changes, third-party changes, hosting issues, tracking issues, consent settings, analytics configuration, expired domains, DNS changes, URL changes outside the agreed scope, or any matter outside our reasonable control.

We are not responsible for SEO impact caused by you or another party editing content, deleting pages, changing URLs, altering metadata, changing headings, removing internal links, installing or removing plugins, changing themes, changing hosting, blocking crawlers, changing robots.txt, changing sitemap settings, changing redirects, changing domain settings, changing Google Business Profile settings, changing analytics or Search Console settings, or otherwise modifying the website after handover or outside the agreed scope.

9G. SEO recovery or investigation work

Any SEO investigation, ranking-loss diagnosis, redirect repair, Search Console review, analytics review, backlink review, content review, technical SEO audit, post-launch monitoring, algorithm-update review, or search-performance recovery work may be charged separately unless expressly included in the relevant Project Agreement, quote, support package, or SEO package.

We do not guarantee that a website will retain previous rankings after a redesign, rebuild, migration, content change, domain change, hosting change, technical change, or launch. We also do not guarantee that Google or any other search engine will crawl, index, rank, display, or update the website within any particular timescale.

No statement by us about SEO, performance, structure, indexing, ranking, traffic, enquiries, conversions, AI search, or search visibility should be treated as a guarantee unless it is expressly stated as a guarantee in a written agreement signed by us.

10. Themes, templates, and demo website products

10A. Licence

We may provide website themes, templates, demo templates, pre-built layouts, design packs, downloadable files, or template-based website products.

Unless a separate written licence says otherwise, themes and templates are licensed to you on a limited, non-exclusive, non-transferable basis for use on one website or project only.

You must not resell, redistribute, share, sublicense, copy, clone, repackage, upload to marketplaces, publish as your own template, or commercially exploit our themes, templates, designs, layouts, or demo materials without our written permission.

10B. Demo content

Images, sample text, demo content, placeholder data, mock business names, example menus, stock-style images, and preview content supplied with themes or templates may be for demonstration only.

You are responsible for replacing demo content with accurate, lawful, licensed, and suitable content before using a website publicly.

10C. Compatibility and support

Templates may require particular versions of WordPress, PHP, plugins, browsers, hosting environments, or server settings. We are not responsible for incompatibility caused by unsuitable hosting, outdated software, conflicting plugins, modified files, third-party updates, or unsupported environments.

Support, updates, customisation, installation, migration, content entry, plugin configuration, and design changes are only included where expressly stated in the purchase terms, quote, or written agreement.

11. Plugins, extensions, and custom code

11A. Plugin and code licence

We may provide WordPress plugins, custom plugins, extensions, integrations, scripts, APIs, dashboards, admin tools, modules, or other code.

Unless a separate written licence says otherwise, plugins and code are licensed to you on a limited, non-exclusive, non-transferable basis for your own use only.

You must not resell, redistribute, sublicense, reverse engineer, decompile, copy, clone, publish, repackage, or commercially exploit our plugins, extensions, source code, or internal tools without our written permission, except where open-source licences expressly permit otherwise.

11B. Compatibility and testing

Where a plugin or code item depends on WordPress, WooCommerce, PHP, MySQL, third-party APIs, hosting configuration, server settings, or other software, compatibility may change over time due to third-party updates, deprecations, security changes, API changes, or hosting restrictions.

Unless expressly included in writing, plugin support does not include unlimited bug fixing, feature development, customisation, compatibility work, data recovery, migration, emergency support, or updates for third-party changes.

You must test plugins and custom code before using them on live systems, especially where they affect payment processing, bookings, orders, email, customer data, maps, stock, business operations, or other important functionality.

12. Roomslate property management software

12A. Roomslate purpose

Roomslate is a property management software service for hotels, bed and breakfasts, guest houses, holiday lets, accommodation providers, and hospitality businesses.

Roomslate may include functionality for managing rooms, bookings, guests, availability, prices, notes, operational records, reports, communications, and related accommodation-management data.

12B. Your Roomslate responsibilities

You are responsible for the accuracy, legality, and suitability of all data entered into Roomslate, including guest information, booking information, pricing, availability, taxes, cancellation terms, room details, policies, notes, and operational records.

You are responsible for complying with any legal, regulatory, tax, licensing, accommodation, guest-record, fire safety, health and safety, consumer, employment, insurance, and industry obligations that apply to your accommodation business.

Roomslate is a software tool. It does not replace your own legal, tax, accounting, compliance, safety, insurance, or professional obligations.

12C. Roomslate limits

We do not guarantee that Roomslate will prevent overbooking, pricing errors, administrative errors, missed communications, guest disputes, operational losses, or business interruption. You must keep suitable internal checks, records, backups, and procedures for your business.

Where Roomslate processes guest personal data on your behalf, you are normally the data controller and we normally act as data processor. A Data Processing Agreement may be required before use.

Subscription access to Roomslate may be suspended or terminated if payment fails, misuse occurs, your use creates security risk, or these Terms are breached.

13. Dearthwood Maps API and mapping services

13A. Mapping services

Dearthwood Maps API and related map widgets, map tools, geocoding services, mapping interfaces, and geospatial services provide access to mapping functionality and map-related data.

Map data may be based on OpenStreetMap, public mapping data, third-party licensed data, derived data, cached data, or our own processing. Map data may contain errors, omissions, outdated information, incomplete data, incorrect locations, route inaccuracies, or other inaccuracies.

13B. Restricted map use

You must not rely on Dearthwood Maps API for safety-critical, emergency, aviation, medical, military, life-critical, navigation-critical, legal-boundary, surveying, or high-risk use unless we have expressly agreed that use in writing.

You are responsible for validating map data for your use case and for ensuring that your use complies with all applicable laws, licences, attribution requirements, and third-party terms.

Where map data is derived from OpenStreetMap, you must comply with OpenStreetMap licence and attribution requirements. If you use our map widget, attribution may be included automatically. If you use API data directly, you are responsible for displaying appropriate attribution where required.

13C. API access and limits

API access may be subject to API Keys, rate limits, quotas, fair-use rules, technical restrictions, authentication requirements, and usage monitoring.

You must not share API Keys publicly, embed private API Keys in insecure client-side code where not intended, bypass rate limits, scrape the API, resell access, bulk-harvest data, overload the service, use the service for abusive requests, or use the API in a way that harms service stability.

We may suspend, throttle, rotate, revoke, or replace API Keys where necessary for security, abuse prevention, non-payment, service stability, suspected misuse, or breach of these Terms.

Unless a separate written agreement says otherwise, we do not guarantee uninterrupted Maps API availability, specific response times, permanent endpoint availability, permanent data availability, exact accuracy, or suitability for a particular use case.

We may change endpoints, rate limits, documentation, data sources, response formats, pricing, or technical requirements where reasonably necessary. For material changes affecting paid subscriptions, we will try to give reasonable notice where possible.

14. Website audit tools, reports, and consultancy

14A. Audit outputs

Website audits, reports, reviews, SEO observations, technical checks, performance reviews, conversion reviews, accessibility observations, AI-search observations, infrastructure reviews, and consultancy outputs are provided for general business and technical guidance only.

Audit tools may use automated checks, technical analysis, best-practice rules, external data, internal scoring, sampling, and other methods. Automated results may be incomplete, approximate, outdated, or affected by technical limitations.

An audit, score, report, recommendation, or review is not a guarantee of ranking improvement, search traffic, sales, conversions, accessibility compliance, legal compliance, regulatory compliance, security compliance, performance score, AI-search inclusion, or business outcome.

14B. Your decisions

You are responsible for deciding whether to act on any recommendation and for obtaining legal, accounting, regulatory, accessibility, security, tax, or other professional advice where needed.

We may refuse to provide detailed exploit instructions, security-sensitive information, or technical material that could be used to harm a website, system, or third party.

15. Hosting, maintenance, support, domains, DNS, and email

15A. Scope of support

Where we provide hosting, maintenance, support, domain, DNS, email, mailbox, SPF, DKIM, DMARC, backup, monitoring, update, or security support services, the scope will be limited to what is expressly agreed in writing.

Unless expressly agreed in writing, support services do not include unlimited support, emergency support, out-of-hours support, guaranteed response times, guaranteed resolution times, unlimited development work, malware removal, content updates, plugin replacement, third-party dispute handling, hosting migration, email migration, or business continuity services.

15B. Updates and maintenance

We may apply updates, patches, configuration changes, security controls, backups, monitoring, or maintenance steps where included in your plan or agreed scope.

Updates may occasionally cause compatibility issues, particularly where third-party plugins, themes, APIs, hosting environments, or custom code are involved.

15C. Email, domains, and renewals

Email deliverability depends on many factors outside our control, including recipient mail servers, spam filters, DNS propagation, domain reputation, content, blacklists, sender behaviour, hosting providers, email providers, and third-party systems. We do not guarantee that every email will be delivered, received, opened, or avoid spam filtering.

You are responsible for renewing domains, licences, subscriptions, third-party services, email accounts, hosting accounts, and payment methods unless we have expressly agreed in writing to manage them for you.

We are not liable for loss caused by expired domains, unpaid third-party invoices, DNS changes made by others, registrar errors, email provider failures, hosting provider outages, plugin conflicts, third-party blacklisting, Supplier Failures, or services outside our reasonable control.

16. Subscriptions, licences, and billing

16A. Recurring services

Some Services are provided on a subscription, licence, recurring support, recurring maintenance, hosting, API, or software-as-a-service basis.

Subscription prices, billing cycles, included limits, features, support, quotas, and renewal terms will be shown at the point of purchase, in your Account, on the relevant product page, in your quote, or in a written agreement.

Unless stated otherwise, prices are shown in pounds sterling. VAT treatment will be stated where applicable.

Subscriptions renew automatically unless cancelled before the renewal date, unless a separate written agreement says otherwise.

16B. Payment and failed payment

You are responsible for keeping payment details, billing details, email addresses, and Account information accurate and up to date.

If payment fails, we may retry payment, issue reminders, restrict access, suspend the Service, charge reasonable administration costs, or terminate access where payment remains unpaid.

For Business Customers, overdue invoices may attract interest and reasonable recovery costs where permitted by law or by the relevant written agreement.

16C. Price and plan changes

We may change subscription prices, plans, features, or limits. For existing paid subscribers, we will try to give at least 30 days’ notice of material price increases where reasonably possible.

If you do not agree to the change, you may cancel before the change takes effect. Continued use after a renewal, price change, or plan change takes effect means you accept the updated price or plan unless the law says otherwise.

17. Deposits, staged payments, and non-payment

17A. Deposits and staged payments

Projects may require a deposit, upfront payment, milestone payment, staged payment, subscription payment, licence fee, or other agreed payment before work begins or continues.

Unless stated otherwise in writing, deposits reserve time, cover initial planning, administration, setup, consultation, analysis, design, development, and preparation work, and are not simply held as unused credit.

For Business Customers, deposits, setup fees, booked time, project initiation fees, and payments for work already started or completed are non-refundable unless we materially breach the agreement and fail to remedy that breach within a reasonable period.

For Consumers, refunds and cancellations are handled in accordance with statutory consumer rights and the cancellation terms set out in these Terms.

17B. Non-payment

We may suspend work, withhold deliverables, disable access, pause support, stop development, delay launch, remove staging access, or withhold transfer of files where invoices are overdue, payment fails, or payment terms are breached.

Suspension for non-payment does not cancel the debt or remove your obligation to pay for work completed, work in progress, booked time, subscription periods, licences, third-party costs, or agreed charges.

We may retain ownership of unpaid work, source files, code, designs, plugins, themes, templates, licences, deliverables, software, documentation, or other materials until all sums due have been paid in full.

18. Consumer cancellation rights

18A. When this section applies

This section applies only where you are a Consumer.

If you buy Services from us online, by phone, by email, or away from our premises, you may have a legal right to cancel within 14 days without giving a reason, unless an exception applies.

The cancellation period normally ends 14 days after the day the contract is entered into for services or digital content, or at a different time where the law says otherwise.

18B. Starting work during the cancellation period

If you ask us to start providing services during the 14-day cancellation period, you acknowledge that you may have to pay for services supplied up to the point you cancel.

If a service has been fully performed during the cancellation period after you requested early performance and acknowledged that cancellation rights may be affected, you may lose the right to cancel that service.

18C. Digital content

If digital content is supplied to you immediately, such as a download, plugin, theme, template, software file, digital report, code, licence, or access to digital content, we may ask you to give express consent to immediate supply and acknowledge that you may lose your 14-day cancellation right once supply begins.

Where digital content has been supplied after the required consent and acknowledgement, cancellation rights may be lost to the extent permitted by law.

18D. Bespoke work

Custom or bespoke work, personalised digital work, website design, software development, plugin development, theme customisation, consultancy, analysis, configuration, technical setup, and similar work may involve work carried out specifically for you.

Your cancellation rights and refund entitlement will depend on the nature of the contract, whether work has started, whether the work is bespoke, and applicable consumer law.

18E. How to cancel as a Consumer

To cancel as a Consumer, contact us clearly through our contact page or using the contact details in these Terms. You may use the model cancellation form if one is provided, but you do not have to use a specific form as long as your decision to cancel is clear.

Refunds due to Consumers will be made using the original payment method where possible and within the timescales required by law.

Nothing in these Terms removes statutory consumer rights that cannot be excluded by law.

19. Business customer cancellations and refunds

19A. No consumer cooling-off rights for Business Customers

This section applies where you are a Business Customer.

Business Customers do not have consumer cooling-off rights.

Unless a separate written agreement says otherwise, deposits, setup fees, booked time, project initiation fees, licence fees, digital downloads, subscription periods already begun, completed work, approved work, signed-off work, and work already carried out are non-refundable.

19B. Cancellation after work starts

If you cancel a Project after work has started, you must pay for all work completed, work in progress, booked time, third-party costs, licences, administration, planning, research, meetings, communication, and expenses incurred up to the cancellation date.

If you cancel after approval or sign-off, no refund will be due for the approved or signed-off work unless we have expressly agreed otherwise in writing.

Subscription cancellation will normally take effect at the end of the current paid billing period unless stated otherwise in the relevant subscription terms. Partial-period refunds are not provided to Business Customers unless required by law or agreed in writing.

20. Revisions, approval, and sign-off

20A. Revisions

Where revisions are included, the number, type, and timing of revisions will be set out in the relevant Project Agreement or quote.

Revisions must relate to the agreed scope. Requests for new features, new designs, new pages, new functionality, new integrations, substantial content changes, or changes to previously approved work may be treated as additional work.

20B. Approval and sign-off

You are responsible for reviewing work promptly and clearly. Delays in feedback, approval, content, payment, or decision-making may delay the Project.

Where you approve work, instruct us to launch, use the work publicly, pay a final invoice, or fail to raise issues within a reasonable review period, we may treat the work as approved or signed off.

After sign-off, further changes, fixes, support, improvements, content updates, design changes, compatibility work, troubleshooting, or additional development may be charged separately unless covered by a written warranty, maintenance plan, or support agreement.

21. Intellectual property

21A. Existing intellectual property

All pre-existing intellectual property belonging to Dearthwood Software remains owned by Dearthwood Software. This includes our code, libraries, components, frameworks, internal tools, templates, plugins, themes, design systems, processes, documentation, methods, know-how, reusable materials, software, APIs, dashboards, databases, and business systems.

All pre-existing intellectual property belonging to you remains owned by you or your licensors.

21B. Custom work

Unless a separate written agreement says otherwise, custom work created for you remains owned by Dearthwood Software until all invoices, fees, deposits, subscriptions, expenses, and agreed charges relating to that work have been paid in full.

After full payment, you will receive the rights expressly stated in the relevant Project Agreement. Where no specific written IP transfer is agreed, you receive a licence to use the final deliverables for the intended purpose of the Project.

Transfer of rights does not include transfer of our pre-existing tools, source libraries, internal systems, reusable code, reusable design components, templates, plugins, frameworks, development processes, business methods, know-how, or materials used across multiple clients unless expressly agreed in writing.

21C. Restrictions and customer materials

You must not copy, reproduce, sell, redistribute, publish, license, claim ownership of, or commercially exploit our unpaid work, templates, themes, plugins, source code, demos, designs, systems, reports, API outputs, documentation, or materials except as expressly permitted in writing.

You grant us a licence to use materials you provide to the extent needed to provide the Services, including storing, copying, editing, processing, displaying, transmitting, backing up, and incorporating them into deliverables.

You confirm that you have the right to provide any materials you give us and that our use of those materials for the Project will not infringe third-party rights.

22. Portfolio use and credit

22A. Portfolio use

Unless you request otherwise in writing before publication, we may refer to completed public-facing work in our portfolio, case studies, marketing materials, social media, website, sales material, or proposals.

We may use your business name, logo, screenshots, public website pages, general project description, and publicly available details to show examples of our work, provided we do not disclose confidential information.

22B. Website credit

We may include a discreet website credit or link in the footer or source comments of websites we build, unless agreed otherwise in writing.

You must not state or imply that we endorse your business, products, services, claims, compliance status, legal position, financial performance, or marketing claims unless we have agreed this in writing.

23. Third-party suppliers, external services, open-source software, and materials outside our control

23A. Third-party dependencies

Some Services may include, depend on, connect to, or interact with third-party suppliers, platforms, software, infrastructure, networks, APIs, plugins, themes, libraries, open-source software, hosting providers, domain registrars, DNS providers, email providers, payment providers, map data providers, analytics tools, security providers, spam-prevention providers, content delivery networks, search engines, social media platforms, browser vendors, operating systems, app stores, internet service providers, telecoms providers, hardware suppliers, and other external services or materials.

These third-party services and materials are not controlled by us. They may be subject to their own terms, licences, privacy policies, data protection arrangements, acceptable-use rules, limits, uptime commitments, support policies, pricing, renewals, technical restrictions, compatibility requirements, service levels, and availability.

23B. Supplier failures

We are not responsible for failure, outage, downtime, suspension, withdrawal, degradation, corruption, interruption, error, delay, security issue, data loss, price change, licence change, policy change, API change, DNS issue, email-delivery issue, payment issue, map-data issue, browser issue, compatibility issue, account restriction, account closure, or service change caused by any third-party supplier, platform, system, software, infrastructure, or service outside our reasonable control.

This includes, without limitation, failures or changes involving hosting providers, domain registrars, DNS services, email services, payment gateways, WooCommerce, WordPress, plugins, themes, PHP, MySQL, MariaDB, Linux distributions, server software, Cloudflare, mapping data, OpenStreetMap, APIs, Google services, search engines, browsers, social media platforms, content delivery networks, security tools, spam-prevention systems, payment processors, banks, internet providers, mobile networks, and any other external provider required for the operation of a website, API, software system, email system, booking system, payment system, map service, plugin, template, or hosted service.

Where a third-party service is unavailable, restricted, changed, withdrawn, delayed, compromised, misconfigured, rate-limited, blocked, suspended, or otherwise affected, our Services may also be affected. We will take reasonable steps to reduce the impact where practical, but we do not accept liability for losses caused by the third-party failure itself.

23C. Supplier-related losses

We are not responsible for loss of profit, loss of sales, loss of enquiries, lost bookings, missed emails, failed payments, failed form submissions, failed API calls, map inaccuracies, reduced search visibility, downtime, data loss, customer complaints, reputational damage, business interruption, or other loss arising from third-party supplier failure, outage, withdrawal, restriction, suspension, or change, except to the extent caused directly by our own breach of contract, negligence, fraud, or unlawful conduct.

Where we recommend, install, configure, integrate, support, or rely on a third-party service, plugin, platform, API, hosting provider, email provider, payment provider, mapping provider, or other external supplier, this does not mean we control that supplier or accept responsibility for its ongoing operation, availability, pricing, security, support, updates, policies, or performance.

23D. Your supplier responsibilities

You are responsible for maintaining any third-party licences, subscriptions, renewals, payment methods, accounts, domain registrations, API Keys, software licences, plugin licences, hosting agreements, email accounts, access rights, and supplier relationships unless we have expressly agreed in writing to manage them for you.

If a third-party supplier changes its service, increases its prices, withdraws a feature, changes an API, changes a licence, changes data availability, introduces restrictions, suffers an outage, or becomes unsuitable, we may need to modify, replace, rebuild, remove, suspend, or charge separately for any affected part of the Services.

Any work required to investigate, mitigate, repair, replace, migrate away from, reconfigure, rebuild, or otherwise respond to third-party supplier failure, outage, compatibility issue, licence issue, service withdrawal, security issue, or policy change may be charged separately unless the work is expressly included in your written support plan, maintenance plan, warranty, or Project Agreement.

Open-source software and third-party components may be provided under separate licence terms. You agree to comply with those licence terms where they apply. We are not responsible for changes, vulnerabilities, bugs, removals, abandoned projects, licence changes, compatibility issues, or support limitations affecting open-source or third-party components unless caused directly by our own breach of contract, negligence, fraud, or unlawful conduct.

24. Acceptable use

24A. Lawful use

You must use the Services lawfully, responsibly, and in accordance with these Terms.

24B. Prohibited use

You must not:

• Use the Services for unlawful, fraudulent, harmful, misleading, abusive, discriminatory, defamatory, or infringing purposes
• Upload, transmit, store, or process malware, viruses, spyware, ransomware, malicious scripts, exploit code, or harmful content
• Attempt to gain unauthorised access to systems, Accounts, APIs, data, infrastructure, or services
• Interfere with, overload, scan, probe, attack, scrape, reverse engineer, or disrupt the Services
• Bypass rate limits, authentication, security controls, licence controls, payment controls, or access restrictions
• Share API Keys, credentials, accounts, licences, or access in a way not permitted by us
• Use the Services to send spam, phishing messages, unsolicited bulk messages, or abusive communications
• Use the Services to host or promote illegal, infringing, hateful, exploitative, fraudulent, or harmful material
• Use our software, APIs, templates, plugins, reports, or tools to build a competing service without our written permission
• Remove copyright notices, attribution, licence notices, or proprietary notices
• Misrepresent the source, ownership, performance, certification, compliance status, or capabilities of any Service

We may suspend or terminate access where we reasonably believe there has been misuse, abuse, security risk, unlawful activity, non-payment, or breach of these Terms.

25. Accounts, passwords, and API Keys

25A. Account security

Where you create or receive an Account, login, password, API Key, token, or other access credential, you are responsible for keeping it secure and confidential.

You must notify us promptly if you suspect unauthorised access, compromise, misuse, disclosure, or loss of any Account or credential.

You are responsible for activity carried out through your Account, API Key, subscription, or access credentials unless the activity was caused by our breach of these Terms or our negligence.

We may require password resets, key rotation, additional authentication, suspension, or access changes where reasonably necessary for security, abuse prevention, or service protection.

26. Data protection and privacy

26A. Privacy documents

Our handling of personal data is explained in our Privacy Policy and Cookie Policy. These policies form part of these Terms where relevant.

You can read our Privacy Policy at /privacy-policy/ and our Cookie Policy at /cookie-policy/.

26B. Processing personal data for you

Where we process personal data on your behalf, including through Roomslate, hosting, website support, software systems, integrations, or other services, a Data Processing Agreement may be required.

You are responsible for ensuring that any personal data you provide to us, upload to our Services, or instruct us to process has been collected and shared lawfully.

You are responsible for your own privacy notices, lawful bases, consents, retention periods, data subject rights handling, and legal obligations where you are the data controller.

If you make a data protection complaint to us, we will handle it in accordance with our Privacy Policy and applicable law.

27. Confidentiality

27A. Confidential information

Each party agrees to keep confidential information received from the other party confidential and to use it only for the purpose of providing or receiving the Services.

Confidential information may include business information, customer information, technical information, software, source code, credentials, pricing, proposals, designs, strategies, internal processes, non-public project information, and other information that is clearly confidential or should reasonably be understood to be confidential.

Confidentiality does not apply to information that is already public, independently developed, lawfully received from another source, required to be disclosed by law, or disclosed with permission.

We may disclose confidential information to our subcontractors, professional advisers, hosting providers, payment providers, technical providers, or other service providers where reasonably necessary to provide the Services, provided appropriate confidentiality obligations apply.

28. Backups, data loss, and recovery

28A. Backups

Unless expressly agreed in writing, you are responsible for maintaining independent backups of your own data, websites, files, systems, emails, databases, business records, and Customer Data.

Where backup services are included, backups are provided as a risk-reduction measure only. We do not guarantee that every backup will be complete, current, restorable, free from corruption, or available at all times.

We are not liable for data loss caused by your actions, third-party services, compromised credentials, software conflicts, malware, hosting failures, expired services, unpaid invoices, accidental deletion, user error, third-party updates, Supplier Failure, or matters outside our reasonable control.

Data recovery, restoration, migration, forensic analysis, emergency repair, or reconstruction may be charged separately unless expressly included in your support plan or written agreement.

29. Security

29A. Security responsibilities

We take reasonable technical and organisational measures to protect our systems and Services.

No website, API, software, hosting environment, email system, plugin, database, or online service can be guaranteed to be completely secure or permanently available.

You are responsible for using strong passwords, secure devices, up-to-date software, appropriate permissions, secure integrations, and suitable internal processes.

You must not ask us to weaken security controls, disable essential protections, ignore material security risks, or implement systems that we reasonably believe are unsafe.

If we identify a serious security risk, we may suspend access, disable functionality, rotate keys, apply patches, remove malware, block traffic, or take other reasonable protective action.

Security work, malware removal, incident response, forensic investigation, breach support, or emergency remediation is only included where expressly agreed in writing.

30. AI, compliance, legal, tax, and professional advice disclaimer

30A. Technical and business support only

Where we provide AI-related tools, compliance tools, audit tools, technical reviews, documentation support, policy drafting support, infrastructure advice, security observations, or business systems advice, this is provided as technical and business support only unless expressly agreed otherwise in writing.

We are not a law firm, accountant, tax adviser, regulated compliance body, insurance broker, financial adviser, certification body, or government authority.

Any legal, tax, regulatory, compliance, financial, insurance, employment, health and safety, accessibility, or certification decisions remain your responsibility and should be checked by an appropriately qualified professional where required.

We do not guarantee that any website, system, document, tool, audit, report, software, process, AI system, or recommendation will make you legally compliant, certified, accredited, insured, secure, or risk-free.

31. Warranties and service standards

31A. Reasonable care and skill

We will provide Services with reasonable care and skill.

Where you are a Consumer, nothing in these Terms removes your statutory rights under the Consumer Rights Act 2015 or other applicable consumer law.

Where you are a Business Customer, the Services are provided subject to these Terms, the relevant Project Agreement, and any written service-specific terms.

31B. No guaranteed outcome

We do not warrant that the Services will be uninterrupted, error-free, completely secure, compatible with every system, free from all defects, permanently available, or suitable for every possible use.

We do not warrant that any Service will generate, maintain, restore, preserve, or improve revenue, enquiries, traffic, rankings, indexing, backlinks, impressions, clicks, bookings, sales, conversions, search visibility, AI visibility, legal compliance, business growth, or any particular commercial result.

Where an issue is caused by our breach of contract, we will take reasonable steps to investigate and remedy it. Where the issue is caused by third-party systems, Supplier Failure, your actions, unsupported environments, out-of-scope changes, unpaid services, misuse, or matters outside our control, remedial work may be charged separately.

32. Limitation of liability

32A. Liability that is not excluded

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, breach of statutory consumer rights that cannot be excluded, or any other liability that cannot legally be limited or excluded.

Where you are a Consumer, nothing in these Terms removes any statutory rights that cannot be excluded or restricted by law.

Where you are a Business Customer, all limitations and exclusions in these Terms apply to the fullest extent permitted by law and are intended to be reasonable in light of the nature of the Services, the price paid, the risk profile of digital services, and the availability of insurance, backups, internal controls, and alternative suppliers.

32B. Excluded loss

Subject to section 32A, we are not liable for indirect loss, consequential loss, loss of profit, loss of revenue, loss of sales, loss of enquiries, loss of bookings, loss of business, loss of goodwill, loss of reputation, loss of opportunity, loss of anticipated savings, loss of data, loss of use, wasted management time, business interruption, third-party claims, customer complaints, regulatory action caused by your own compliance failure, or any loss that was not reasonably foreseeable when the relevant agreement was formed.

Subject to section 32A, we are not liable for any loss, damage, claim, cost, delay, interruption, downtime, data loss, corruption, incompatibility, missed communication, failed payment, missed booking, failed enquiry, failed form submission, failed API request, map inaccuracy, security issue, or business interruption caused by third-party suppliers, third-party software, third-party hosting, domain registrars, DNS providers, email providers, payment providers, banks, card processors, map data providers, OpenStreetMap, WordPress, WooCommerce, plugins, themes, APIs, operating systems, browsers, search engines, social media platforms, internet providers, telecommunications providers, data centres, content delivery networks, security providers, spam-prevention providers, Supplier Failures, or other external services outside our reasonable control.

Subject to section 32A, we are not liable for loss or damage caused by your instructions, your content, your data, your chosen third-party suppliers, your own systems, your staff, your contractors, your customers, your hosting environment, your domain or DNS arrangements, your payment settings, your email settings, your plugins or themes, your changes after handover, your failure to maintain backups, your failure to renew licences or subscriptions, your failure to keep credentials secure, or your failure to follow reasonable instructions or recommendations.

Subject to section 32A, we are not liable for loss caused by malware, hacking, brute-force attacks, credential compromise, phishing, social engineering, denial-of-service attacks, ransomware, third-party vulnerabilities, supply-chain attacks, hosting breaches, plugin vulnerabilities, theme vulnerabilities, weak passwords, unauthorised access, or other security incidents unless caused directly by our own breach of contract, negligence, fraud, or unlawful conduct.

Subject to section 32A, we are not liable for any failure to achieve, maintain, restore, preserve, or improve a particular ranking, indexing status, search result, search snippet, traffic level, backlink profile, speed score, SEO result, accessibility score, audit score, AI-search visibility, conversion rate, enquiry level, booking level, sales level, commercial result, legal compliance outcome, certification outcome, or business outcome.

32C. Liability caps

Subject to section 32A, our total aggregate liability for any claim or series of related claims arising out of or in connection with the Services, a Project, a subscription, software, API access, Roomslate, Dearthwood Maps API, digital products, support, hosting, maintenance, templates, themes, plugins, consultancy, audits, or these Terms will not exceed the total fees paid by you to Dearthwood Software for the relevant Service in the 12 months immediately before the event giving rise to the claim.

If the claim relates to a single fixed-price Project, our total liability will not exceed the total amount actually paid to us for that Project.

If the claim relates to a recurring subscription, API, hosted service, support plan, maintenance plan, or software-as-a-service product, our total liability will not exceed the amount paid for that specific affected Service in the 12 months immediately before the event giving rise to the claim.

If the claim relates to a free Service, free audit, free tool, free report, free consultation, beta service, trial, preview, experimental service, or unpaid access, no fee has been paid for that Service and our liability is excluded to the fullest extent permitted by law. Where liability cannot legally be excluded, our total liability will be limited to £100 to the fullest extent permitted by law.

Where more than one limitation could apply, the lower applicable cap will apply unless the law requires otherwise.

You agree that the limitations and exclusions in this section are reasonable because the Services may depend on complex third-party systems, internet infrastructure, customer-controlled environments, customer-provided information, third-party software, external suppliers, and business risks outside our control.

33. Indemnity

33A. Business Customer indemnity

If you are a Business Customer, you agree to indemnify us against reasonable losses, damages, costs, expenses, claims, and liabilities arising from:

• Your breach of these Terms
• Your unlawful use of the Services
• Customer Data, content, files, images, text, materials, or instructions you provide
• Your infringement of third-party rights
• Your failure to obtain licences, permissions, consents, or legal rights
• Your misuse of software, APIs, Accounts, credentials, hosting, plugins, templates, systems, or data
• Your breach of data protection law where you are the controller or where the breach is caused by your instructions
• Claims made by your customers, guests, users, staff, suppliers, or third parties arising from your use of the Services

This indemnity does not apply to the extent the claim is caused by our own breach of contract, negligence, fraud, or unlawful conduct.

If you are a Consumer, this section applies only to the extent permitted by consumer law.

34. Suspension and termination

34A. When we may suspend or terminate

We may suspend or terminate access to Services, Accounts, subscriptions, APIs, hosting, support, software, or digital products where:

• You breach these Terms or a written agreement
• Payment is overdue or fails
• Your use creates a security, legal, operational, reputational, or service stability risk
• You misuse the Services
• You provide false, misleading, unlawful, or infringing material
• You exceed rate limits, quotas, or fair-use limits
• A third-party service required for the Service is suspended, withdrawn, unavailable, or affected by Supplier Failure
• We are required to suspend or terminate by law, court order, regulator, payment provider, hosting provider, or other lawful authority
• Continuing the Service would expose us, you, or others to unacceptable risk

34B. Effect of termination

Where reasonable, we will try to give notice before suspension or termination. We may act immediately where necessary for security, legal, abuse-prevention, or service-protection reasons.

Termination does not affect rights, obligations, payments, licences, limitations, confidentiality obligations, or liabilities that have already arisen.

After termination, we may delete Customer Data after a reasonable period unless we are required to retain it by law, regulation, accounting rules, dispute handling, security reasons, backup systems, or a written agreement.

You are responsible for exporting or backing up your data before termination, cancellation, migration, or expiry unless we have expressly agreed to provide export or migration support.

35. Beta, trial, free, and experimental services

35A. No production reliance

We may provide beta, trial, free, preview, experimental, early-access, or test services.

These services may be incomplete, unstable, changed, restricted, withdrawn, or discontinued at any time.

Unless expressly agreed in writing, beta, trial, free, preview, experimental, and test services are provided without warranty, support commitment, availability commitment, data retention commitment, or liability beyond what cannot legally be excluded.

You should not rely on beta, trial, free, preview, experimental, or test services for critical business operations, legal compliance, safety-critical use, production systems, or important data unless we have expressly agreed otherwise in writing.

36. Force majeure and events outside our control

36A. No liability for events outside our control

We are not liable for any delay, failure, interruption, reduced performance, loss, damage, cost, or inability to perform caused by events, circumstances, failures, outages, restrictions, or conditions outside our reasonable control.

36B. Examples of force majeure events

Events outside our reasonable control include, without limitation:

• Acts of God, extreme weather, storms, flooding, fire, lightning, earthquake, natural disaster, epidemic, pandemic, public health emergency, or environmental event
• War, terrorism, civil unrest, riot, sabotage, public disorder, industrial action, strike, lockout, labour shortage, transport disruption, or supply-chain disruption
• Government action, legal restriction, regulatory action, court order, law enforcement action, sanctions, import or export restriction, emergency regulation, or public authority instruction
• Power failure, energy shortage, fuel shortage, network failure, internet outage, telecommunications failure, mobile network failure, routing failure, data-centre outage, hardware failure, or infrastructure failure
• Cyberattack, denial-of-service attack, distributed denial-of-service attack, malware, ransomware, phishing, social engineering, credential compromise, supply-chain attack, vulnerability exploitation, or malicious third-party activity
• Failure, outage, suspension, withdrawal, restriction, degradation, delay, pricing change, licence change, policy change, API change, data change, compatibility issue, or breach affecting any Supplier
• Failure by you, your staff, your contractors, your suppliers, your customers, or your users to provide information, access, payment, content, approvals, credentials, decisions, cooperation, licences, permissions, backups, data, or reasonable instructions
• Loss, corruption, incompatibility, or unavailability of data, backups, software, files, systems, accounts, environments, credentials, licences, or materials not controlled by us
• Any other event, failure, outage, restriction, or circumstance that is beyond our reasonable control, whether or not similar to the examples listed above

36C. What happens if force majeure affects a Service

Where an event outside our reasonable control affects performance of the Services, we may suspend, delay, reduce, modify, reschedule, substitute, or cancel affected Services to the extent reasonably necessary.

We will take reasonable steps to reduce the effect of the event where practical, but we are not required to incur unreasonable cost, accept unreasonable risk, use unsuitable suppliers, weaken security, breach third-party terms, breach law, or provide services in a way that would be unsafe, unlawful, unstable, or commercially unreasonable.

If an event outside our reasonable control continues for a prolonged period and materially prevents performance of an affected paid Service, either party may be able to terminate the affected Service by giving written notice. Termination under this section does not affect payment obligations for work already completed, Services already supplied, subscription periods already used, third-party costs already incurred, or rights and obligations that arose before termination.

We are not liable for losses arising from force majeure events or events outside our reasonable control, including downtime, loss of profit, loss of revenue, lost bookings, lost enquiries, failed communications, failed payments, failed API calls, data loss, customer complaints, reputational damage, business interruption, or other consequential losses, except to the extent that liability cannot legally be excluded.

37. Supplier failure, outages, and service dependency

37A. External dependency risk

You acknowledge that many digital services depend on external suppliers and interconnected systems. Websites, APIs, email, maps, payment systems, hosting, DNS, domains, WordPress, plugins, themes, security tools, browsers, search engines, social platforms, telecoms networks, and third-party APIs may fail or change without warning.

We are not responsible for supplier outages, supplier downtime, supplier withdrawal, supplier restrictions, supplier errors, supplier misconfiguration, supplier cyber incidents, supplier data loss, supplier billing issues, supplier price increases, supplier licence changes, supplier policy changes, supplier API changes, supplier compatibility issues, supplier support delays, supplier account closures, or supplier decisions outside our reasonable control.

Where a supplier failure affects a Service we provide, our responsibility is limited to taking reasonable steps within our control where practical. We are not responsible for the supplier’s failure itself and we are not required to compensate you for losses caused by that supplier failure unless liability cannot legally be excluded.

If supplier failure requires additional work, migration, reconfiguration, replacement, rebuild, investigation, emergency support, workaround development, licence review, DNS repair, email repair, API replacement, hosting migration, plugin replacement, theme repair, payment-system repair, map-service change, or other remedial work, that work may be charged separately unless expressly included in your written support plan or Project Agreement.

Where a supplier becomes unsuitable, unavailable, insecure, unsupported, uneconomic, unlawful, unreliable, or incompatible, we may recommend replacing that supplier or changing the affected Service. You are responsible for deciding whether to approve replacement, migration, redesign, rebuild, additional cost, or changed functionality unless we are contractually responsible for that decision under a separate written agreement.

We may suspend or restrict affected Services where supplier failure creates a security risk, legal risk, data protection risk, service-stability risk, payment risk, operational risk, or risk to other customers.

38. Notices and contact

38A. Notices

We may contact you using the email address, telephone number, postal address, Account details, or other contact information you provide.

You are responsible for keeping your contact details up to date.

Formal notices to us should be sent using the contact details set out at the end of these Terms unless a separate written agreement specifies another notice method.

Routine support requests, project messages, data protection complaints, cancellation requests, and general enquiries may be sent through our contact page unless a specific service provides another route.

39. Complaints and dispute resolution

39A. Complaints

If you have a complaint about our Services, please contact us first so we can try to resolve the issue.

Please include your name, contact details, the Service or Project involved, the issue, relevant dates, supporting information, and the outcome you are seeking.

We will review complaints and aim to respond within a reasonable period. Complex complaints may require further information or longer investigation.

Data protection complaints are handled under our Privacy Policy and applicable data protection law.

39B. Disputes

If you are a Consumer, you may be able to seek advice from Citizens Advice or Trading Standards. Nothing in these Terms prevents you from using any legal rights or remedies available to you.

If you are a Business Customer, both parties agree to try to resolve disputes in good faith before starting court proceedings, except where urgent action is needed to protect rights, data, systems, confidential information, payment, or intellectual property.

40. Changes to these Terms

40A. Updates

We may update these Terms from time to time.

Changes will be posted on this page with an updated date.

For material changes affecting paid subscriptions or ongoing Services, we will try to give reasonable notice where possible.

If you continue to use the Services after updated Terms take effect, you accept the updated Terms.

If you do not agree to updated Terms, you must stop using the Services and cancel any affected subscription or service where cancellation is available.

41. Assignment and subcontracting

41A. Assignment

You must not assign, transfer, sublicense, resell, or otherwise pass your rights or obligations under these Terms to another person or organisation without our written permission.

We may assign or transfer our rights and obligations where reasonably necessary as part of a business restructuring, sale, transfer, merger, or operational change, provided this does not materially reduce your rights under these Terms.

41B. Subcontracting

We may use subcontractors, suppliers, hosting providers, developers, designers, consultants, professional advisers, payment providers, security providers, infrastructure providers, or other service providers where reasonably necessary to provide the Services.

We remain responsible for the Services we provide to you, subject to these Terms and any limitations that apply.

42. Severability

If any part of these Terms is found to be invalid, unlawful, or unenforceable, that part will be treated as removed or modified to the minimum extent necessary, and the rest of the Terms will continue to apply.

43. No waiver

If we do not enforce a right, delay enforcing a right, or allow extra time on one occasion, this does not mean we waive that right or must do the same again.

44. Entire agreement

These Terms, together with our Privacy Policy, Cookie Policy, relevant Project Agreement, relevant service-specific terms, relevant quote, and any separate written agreement, form the agreement between you and us for the relevant Services.

You must not rely on any statement, promise, representation, estimate, sales comment, discussion, marketing wording, demo, example, or assumption unless it is included in a written agreement, written quote, written specification, or these Terms.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

45. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales.

If you are a Business Customer, the courts of England and Wales will have exclusive jurisdiction over disputes arising from or connected with these Terms, the Services, or any agreement between you and us.

If you are a Consumer, you may have the right to bring proceedings in the courts of the part of the United Kingdom where you live. Nothing in these Terms removes any consumer jurisdiction rights that cannot legally be excluded.

46. Contact information

For questions about these Terms, complaints, cancellation requests, support requests, or to contact us about your statutory rights, please use the following details:

Mr. B. Jones T/A Dearthwood Software
12 Welfen Lane
claypole
newark
ng23 5al
United Kingdom
Telephone: 01400 595 093
Website: https://dearthwood.uk

These Terms were last updated in June 2026 and apply from the date they are published.