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Terms

Business-to-business services. These Conditions apply to business customers only. Read them with the accepted Proposal and applicable schedules. Project-specific commercial terms and service levels must be recorded in the Proposal or an agreed schedule.

1. Definitions and interpretation

  • 1.1 Yello means Yello Studio Limited, company number 06946765, of 11a Gandy Street, Exeter, Devon, EX4 3LS. Client means the business or other organisation identified as the customer in the Proposal, not its individual employees, agents or subcontractors.
  • 1.2 Proposal means Yello's written quotation, proposal, statement of work or service order identifying the Services and Fees, together with changes agreed under clause 4. Contract means the accepted Proposal, these Conditions and the schedules expressly incorporated into them.
  • 1.3 Services means the design, development, consultancy, marketing, hosting, support or other services expressly included in the Proposal. Deliverables means the outputs expressly identified for delivery. Fees means the charges agreed for the Services, excluding VAT and separately identified third-party costs and expenses.
  • 1.4 Client Materials means materials, data, content, software, credentials and instructions supplied by or for the Client. Bespoke Materials means original materials created specifically for the Client as Deliverables, excluding Yello Materials and Third-Party Materials.
  • 1.5 Yello Materials means Yello's pre-existing codebase, tools, libraries, frameworks, templates, development methods and know-how, together with reusable, general-purpose software components and improvements developed in performing the Services, whether created before or during the Contract. They exclude Client Materials, Client Confidential Information, client-specific proprietary business logic, distinctive client-specific designs and other Bespoke Materials. A component is not general-purpose merely because it could technically be copied into another product. Third-Party Materials means materials, software and services owned or provided by others, including open-source software, stock assets, fonts, platforms and APIs.
  • 1.6 IPR means intellectual property rights worldwide, including copyright, database rights, design rights, trade marks, patents and rights in confidential information, whether registered or unregistered.
  • 1.7 Confidential Information means information disclosed in connection with the Contract which is marked confidential or which a reasonable person would understand to be confidential, including business plans, pricing, source code, credentials and personal data.
  • 1.8 Business Day means Monday to Friday excluding public holidays in England. Written and in writing include email and an agreed electronic signature or project-management system. References to days mean calendar days unless stated otherwise. Statutory references include amendments and replacements in force.

2. Contract formation and priority

  • 2.1 These Conditions must be supplied or made accessible to the Client before acceptance. Unless the Proposal requires signatures, the Contract forms when the Client signs or expressly accepts the Proposal in writing, or, after receiving it and these Conditions, pays the requested deposit or instructs Yello in writing to start the specified Services. Where the Proposal requires both signatures, it forms when both parties sign.
  • 2.2 Each person accepting the Contract warrants authority to bind the relevant party. Each party will identify its project contact. Yello may rely on instructions and approvals from the Client's nominated contact within that person's notified authority. The Client must notify changes to that authority promptly.
  • 2.3 Mandatory law takes priority. For personal-data processing, Schedule A prevails over general commercial provisions unless the parties expressly identify another applicable data processing agreement and agree its priority, without reducing legally required protection. Otherwise, the order of priority is: an expressly agreed written variation identifying the provision changed; the Proposal; any incorporated service schedule; and these Conditions. A negotiated change to clauses 8, 9, 12, 13 or 15 or Schedule A must expressly identify the relevant provision and be accepted by authorised representatives of both parties. Any legally required signature must also be obtained. Updates under clauses 2.6 to 2.10 cannot override a higher-priority document.
  • 2.4 Client purchase-order, portal or other standard terms do not apply unless Yello expressly accepts them in writing. A purchase-order reference is for administration only. This provision does not dispense with obtaining valid acceptance of the Contract.
  • 2.5 Yello may review and publish revised standard terms from time to time. A new version applies to a new engagement only when supplied or made accessible before acceptance and validly incorporated under clause 2.1. Existing Contracts remain governed by their accepted version, subject only to an agreed variation or an adjustment mechanism already incorporated into that Contract. No change has retrospective effect or removes an accrued right or claim.
  • 2.6 For ongoing hosting, support, maintenance and retainer Services governed by these Conditions, Yello may update operational or administrative provisions where reasonably necessary to reflect a change in applicable law or regulatory requirements, address a material security or technical issue, or improve service administration or delivery processes. Any update must be proportionate to its stated reason and must not materially change the nature or value of the agreed Services. This power does not apply to fixed-scope project work or permit the changes prohibited by clause 2.8.
  • 2.7 Yello must give the Client at least 30 days' written notice under clause 17 of an update under clause 2.6. The notice must include the revised wording, a clear summary and reason for the changes, the effective date and the Client's rights under clause 2.9. Yello must retain a dated copy of the previous and revised versions. A shorter period is permitted only where required by law or reasonably necessary to address an urgent material security risk, with as much notice as reasonably practicable and changes limited to what is necessary.
  • 2.8 The update mechanism cannot change Fees, agreed scope, binding delivery dates, service levels, minimum terms, cancellation or exit rights, IP ownership or licences, product-protection commitments, indemnities, liability allocation, confidentiality or agreed personal-data processing arrangements. Fees may change only under an agreed variation or clause 10.7. Subprocessor changes follow Schedule A. Other changes to these protected matters require express written agreement; silence or continued use is not that agreement.
  • 2.9 If the Client reasonably considers an update under clause 2.6 materially adverse, it may object in writing before the effective date. The parties will seek a reasonable solution. Unless Yello withdraws or agrees a solution, the Client may end the affected ongoing Services by notice taking effect immediately before the change, without an early-termination charge or remaining minimum-term Fees, notwithstanding clause 10.2. Where shorter notice under clause 2.7 makes this impracticable, the Client may exercise that right within 30 days of receiving notice. Charges apply only for Services and approved commitments up to the effective termination date, with unused prepaid Fees refunded under clause 11. A charge for additional transition work requires approval.
  • 2.10 An update validly made within clauses 2.6 to 2.9 takes effect on the notified date for affected Services that continue. Merely posting new terms online or referring to them on an invoice does not amend an existing Contract. Changes outside this mechanism require express written agreement. These update powers cannot be applied to an earlier Contract that did not incorporate them unless the parties first agree to adopt them. Nothing requires unlawful performance; if mandatory legal changes prevent lawful continuation, the parties must seek a compliant alternative or end the affected Services with the exit protections in clause 2.9.

3. Delivery and Client responsibilities

  • 3.1 Yello will perform the Services with reasonable care and skill, using suitably competent personnel, and provide Deliverables that materially conform to the agreed specification. Yello remains responsible for subcontractors it appoints to perform its obligations, subject to the Contract and Schedule A.
  • 3.2 The Proposal should state the scope, assumptions, exclusions, milestones, dependencies, included revisions, supported environments and responsibilities. Estimates of effort are not fixed-price commitments unless expressly described as such.
  • 3.3 Yello will use reasonable endeavours to meet agreed dates and promptly notify material risks to delivery. Dates are estimates unless the Proposal expressly identifies a binding deadline and its consequences. Time is not otherwise of the essence.
  • 3.4 The Client must provide accurate Client Materials, access, decisions, consolidated feedback and approvals by agreed dates, and ensure that it has the necessary permissions. It must maintain appropriate access controls and supply credentials securely. Yello will notify material errors in Client Materials that it identifies in performing the Services.
  • 3.5 If a Client delay, changed instruction or unmet dependency affects delivery, Yello may reasonably revise the programme and reallocate resources after notifying the Client. Additional work and remobilisation costs require approval under clause 4; they are not automatically payable merely because a delay occurs.
  • 3.6 The Client is responsible for its business operations, regulated activities, legal content and the lawfulness of its use of the Deliverables. The Proposal must allocate responsibility for accessibility requirements, privacy and cookie implementation, consent settings, security testing, content approval and any sector-specific compliance. Yello remains responsible for performing the compliance-related work expressly included in its scope with reasonable care and skill.
  • 3.7 Yello may decline or suspend work involving material reasonably believed to be unlawful, infringing or a material security risk, explaining the issue and allowing a reasonable opportunity to resolve it unless immediate action is necessary. Client approval does not excuse Yello's own breach of the Contract.

4. Changes and additional work

  • 4.1 Either party may request a change. Yello will identify the effect on scope, Fees, third-party costs, dependencies and delivery dates before undertaking chargeable additional work. Except for a valid update under clauses 2.6 to 2.10, a Fee adjustment under clause 10.7 or a subprocessor change under Schedule A, a change takes effect only when authorised representatives of both parties agree it in writing. Those exceptions do not authorise additional project work or alteration of an agreed budget cap.
  • 4.2 Requests beyond the specification, additional revision rounds, changes to approved work and new requirements are changes, not defects. Rectification of Yello's failure to meet the agreed specification is not a chargeable change.
  • 4.3 For time-and-materials work, the agreed rates and any approved budget cap apply. Yello will keep reasonable time records, warn the Client of a likely budget overrun and obtain approval before exceeding an agreed cap. If approval is withheld, the parties will agree a reduced scope or pause the affected work.
  • 4.4 Until a change is agreed, the existing scope continues where practicable. If the request prevents progress, Yello may pause the affected work after explaining the reason and revise the programme reasonably.

5. Fees, invoices and payment

  • 5.1 The Proposal must identify whether Fees are fixed, time-based or recurring, together with rates, deposits and billing milestones. Unless otherwise agreed, time-based work is invoiced monthly in arrears and fixed-price work at the agreed milestones. A deposit or advance payment is credited against the relevant Fees.
  • 5.2 Fees exclude VAT, which is payable where applicable. Third-party costs, licence fees, travel and other expenses are payable only where included in the Proposal or approved in writing. Yello will identify any handling charge or markup before approval.
  • 5.3 Invoices are payable within 30 days of their date unless the Proposal specifies another period. Agreed deposits and milestone payments must be received before the corresponding stage starts where the Proposal makes them a prerequisite.
  • 5.4 The Client must notify a genuine invoice dispute promptly, preferably within 10 Business Days, identifying the amount and reasons. Failure to notify within that period does not by itself waive a genuine claim. Undisputed amounts remain payable on time, and both parties will cooperate to resolve the dispute.
  • 5.5 Yello may claim statutory interest, fixed compensation and recoverable reasonable debt-recovery costs on qualifying overdue commercial debts under the Late Payment of Commercial Debts (Interest) Act 1998, as amended. No alternative contractual interest rate is created by this clause.
  • 5.6 If an undisputed amount remains overdue, Yello may suspend affected Services or withhold undelivered Deliverables after giving at least 7 days' written notice identifying the default and proposed suspension. It will consider proportionate measures and reasonably foreseeable effects on live services. Suspension does not authorise deletion of Client data or restriction of rights already granted in paid-for Deliverables.
  • 5.7 Yello will resume suspended work within a reasonable period after the default is remedied, subject to resource availability. Delivery dates will be adjusted reasonably. Any additional remobilisation charge must be agreed under clause 4.
  • 5.8 The Client must pay without set-off or deduction except as required by law, expressly agreed, or finally determined by a court. Nothing in this clause prevents a genuine invoice dispute under clause 5.4.

6. Testing, acceptance and defect correction

  • 6.1 Yello will undertake reasonable internal testing appropriate to the Services before presenting a Deliverable for acceptance. The Client remains responsible for user acceptance testing against the agreed specification and for approving business content and workflows.
  • 6.2 Yello will notify the Client in writing when a Deliverable is ready for acceptance, provide access and identify the applicable acceptance criteria. The Client has 14 days from that notice and access to accept it or give written reasons identifying material non-conformities. Silence does not constitute acceptance where necessary access or information has not been provided.
  • 6.3 A Deliverable is accepted on written approval, expiry of that period without a valid rejection, or deliberate production use beyond agreed testing, whichever occurs first. Minor defects that do not materially prevent the agreed use will be recorded for correction and will not alone prevent acceptance.
  • 6.4 Yello will correct validly notified non-conformities without additional Fees within a reasonable period and resubmit the affected work with written notice and access. The Client will have 7 Business Days to retest the corrected elements and any materially affected functions. Clauses 6.2 and 6.3 apply to that resubmission with the 7-Business-Day period replacing the initial 14 days. Other accepted elements remain accepted.
  • 6.5 Unless the Proposal provides a longer period, Yello will correct reproducible defects attributable to its work and notified within 60 days after acceptance without additional Fees. The Client must provide reasonable diagnostic information and access. Yello will prioritise correction according to severity and impact; guaranteed response or resolution times apply only if expressly agreed.
  • 6.6 The included correction service does not cover new requirements, unsupported environments, misuse, unauthorised modifications or failures caused by Third-Party Materials, except to the extent caused by Yello's breach. Yello must explain any proposed charge and obtain approval before chargeable work.
  • 6.7 Acceptance and expiry of the included correction period do not waive accrued rights or exclude liability for breach, including a latent defect, subject to clause 12 and applicable law. Ongoing maintenance, upgrades and support are separate Services unless expressly included.

7. Hosting, support and third-party services

  • 7.1 Hosting and ongoing support are provided only to the extent agreed. Before commencement, the parties must agree a service schedule identifying the hosted assets, supplier and account arrangements, service term, Fees, support hours, response targets, maintenance, security responsibilities, backup frequency and retention, restoration arrangements, incident communications and exit arrangements.
  • 7.2 No particular uptime, recovery point, recovery time, backup frequency or 24-hour support commitment is promised unless expressly agreed. This does not reduce Yello's duty of reasonable care and skill or its obligations under Schedule A.
  • 7.3 The schedule must distinguish infrastructure maintenance from application, CMS, plugin and dependency updates, and identify responsibility for monitoring, security patches, domain renewals, SSL certificates, disaster recovery and restoration testing. The Client must not assume these are included merely because Yello provides hosting.
  • 7.4 Yello will give reasonable notice of planned maintenance and may take proportionate emergency measures to protect systems or data, notifying the Client as soon as practicable. Where a service credit is agreed, the schedule must state its calculation and relationship with other remedies; it is not an exclusive remedy unless expressly agreed and lawful.
  • 7.5 Third-Party Materials remain subject to their owners' licence and service terms, which Yello will identify or make available where material to the agreed use. The Client must comply with applicable terms and pay agreed renewal and usage charges. Yello cannot assign rights it does not own.
  • 7.6 Yello will use reasonable care in selecting, configuring and integrating third-party services within its scope. It does not control independent suppliers' availability, pricing, policies or API changes. Necessary adaptation work caused by external changes is subject to clause 4 unless already included in support. This clause does not excuse Yello's own breach or responsibility for its subcontractors.
  • 7.7 The Proposal or schedule must identify ownership and administration of domains, repositories, hosting, analytics and other accounts. Where practicable, Client-specific accounts and domain registrations will be in the Client's name. Shared supplier accounts and Yello's internal systems are not transferred, but agreed exports and migration assistance will be provided under clause 11.

8. Intellectual property and product protection

  • 8.1 Each party retains its existing IPR. The Client retains Client Materials and grants Yello and its authorised subcontractors a limited licence to use them solely to perform the Contract. The Client warrants that it has the rights and permissions necessary for that use.
  • 8.2 Unless the Proposal expressly provides otherwise, after payment of all Fees and approved costs attributable to the relevant Deliverable, Yello assigns to the Client its IPR in the Bespoke Materials within non-website Deliverables. Yello Materials and Third-Party Materials are excluded. Yello will promptly execute any signed document required to make that assignment effective and procure necessary rights from its personnel. Pending completion of any required formality, the paid-up Client has a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, maintain and commercially operate those Bespoke Materials, with the service-provider and transfer rights in clause 8.4. This interim licence does not replace Yello's obligation to complete the assignment.
  • 8.3 For website Deliverables, unless assignment is expressly agreed in the Proposal, Yello retains its IPR in the Bespoke Materials and grants the Client, on the payment described in clause 8.2, a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, reproduce, host, maintain, modify and develop the website for its business purposes. In this clause, a website means a conventional marketing, content or e-commerce website. A bespoke software application or SaaS platform is not treated as a website merely because it is accessed through a browser; its Bespoke Materials fall under clause 8.2 unless the Proposal expressly agrees otherwise. The Proposal must identify the treatment of mixed Deliverables.
  • 8.4 For Yello Materials embedded in or necessary to use any paid-for Deliverable, Yello grants the same licence to the extent needed to use, maintain, develop and commercially operate that Deliverable. The Client may allow end users to access its functionality, permit service providers to exercise these rights on its behalf and transfer the licence with the relevant business or Deliverable, provided the transferee accepts the applicable restrictions. Yello Materials must not be extracted and sold or licensed as a standalone software library, framework or development product.
  • 8.5 The licences under clauses 8.3 and 8.4 survive termination and later unrelated payment disputes. Retaining ownership of website materials or Yello Materials does not give Yello permission to reuse Client Materials, Client Confidential Information, distinctive branding, original client-specific designs or proprietary business logic, except as expressly agreed in writing.
  • 8.6 Before the relevant payment, the Client may use supplied work only for evaluation and acceptance testing unless Yello authorises production use in writing. No licence overrides Third-Party Materials' terms. Third-party subscription charges remain payable despite a royalty-free licence from Yello.
  • 8.7 Unless the Proposal expressly excludes identified items, handover of paid-for software or website Deliverables includes the client-specific source code, available build and deployment instructions, and configuration information reasonably required to exercise the agreed rights. Embedded Yello Materials are supplied to the extent reasonably necessary for those rights. Yello need not disclose unrelated internal tools, other customers' information, shared credentials or historical repository data containing them.
  • 8.8 Preliminary concepts, rejected designs and working files not identified as Deliverables are excluded. Editable design files, asset licences and repository transfer arrangements should be identified in the Proposal. Each party will provide reasonable assistance to document ownership and permitted use.
  • 8.9 Yello may include a discreet website credit or publish a case study, logo or portfolio example only with the Client's prior written approval. Approval of a public launch is not approval to disclose confidential information.
  • 8.10 Subject to clauses 8.12 to 8.15, Yello retains the right to use, adapt, improve, license and otherwise exploit Yello Materials and its general skills, experience and know-how in other projects and products. General-purpose code does not become exclusive to the Client solely because it was first developed, funded or incorporated into a Deliverable under this Contract. This right does not permit Yello to disclose or exploit Client Confidential Information, reuse Bespoke Materials assigned to the Client, or reproduce the Client's distinctive product or service by copying its proprietary business logic, client-specific design or confidential specification. Any additional exclusivity must identify the restricted materials, scope and duration and be expressly agreed in writing. Third-party licence restrictions continue to apply.
  • 8.11 Yello will secure from its personnel and subcontractors the written assignments or licences necessary to provide the rights promised to the Client and to exercise its retained rights lawfully. These Conditions do not override an existing assignment or restriction binding on Yello; any affected material must be excluded, replaced or separately authorised before reuse.
  • 8.12 For an engagement involving development of a proprietary Client product, the Protected Product is the product described in the accepted Proposal, including its agreed core functionality and intended use. The Protected Market is the customer segment or segments and geographic territory expressly identified in that Proposal. A Competing Product means a product with a materially equivalent combination of core functionality and intended use which is intended or positioned as a direct commercial substitute for the Protected Product in the Protected Market. Shared technical features or operation in the same industry alone do not make a product a Competing Product.
  • 8.13 During the Protection Period, Yello must not knowingly develop, supply, license, market or operate a Competing Product for itself or another person, or knowingly procure or materially assist another person to do so. This applies even where the Competing Product is independently developed and does not copy Client Materials or Confidential Information. Unless a different period is expressly agreed in the Proposal, the Protection Period begins on acceptance of the relevant Proposal and ends 12 months after acceptance under clause 6 of the final substantive development Deliverable, or 12 months after earlier termination of those project Services. Outstanding invoices, routine hosting, support and defect correction do not extend or restart the period. Later development changes its scope or end date only if expressly agreed.
  • 8.14 Subject to clause 8.13, Yello may reuse Yello Materials for other customers and applications, provide general-purpose components and services, and work within the same industry where the work does not constitute development or supply of a Competing Product. An existing product, project or commitment is excluded from clause 8.13 only to the extent its relevant nature and scope are disclosed and the exclusion is expressly acknowledged in the Proposal, without disclosing another party's confidential information. No exception permits misuse of Client Materials, Confidential Information or assigned Bespoke Materials.
  • 8.15 Before proprietary product development begins, the parties must record the Protected Product, its core functionality and intended use, the Protected Market, the Protection Period and any agreed exclusions in the Proposal or an expressly incorporated product-protection schedule. The scope must be limited to the Client's legitimate interests arising from the engagement; it does not reserve an entire industry or extend automatically to future products or markets. Changes require express written agreement. The general reuse permission in clause 8.10 cannot override clause 8.13, and the IP and confidentiality protections continue after the Protection Period in accordance with the Contract.

9. Third-party intellectual property claims

  • 9.1 Subject to this clause and clause 12, Yello will indemnify the Client against damages and costs finally awarded by a court, settlements approved by Yello and reasonable legal costs arising from a third-party claim that Bespoke Materials or Yello Materials supplied under the Contract infringe that third party's IPR when used as authorised.
  • 9.2 Subject to this clause and clause 12, the Client will indemnify Yello against damages and costs finally awarded by a court, settlements approved by the Client and reasonable legal costs arising from a third-party claim concerning Yello's authorised use of Client Materials or implementation of a Client-mandated infringing design or instruction, except to the extent Yello caused or knowingly contributed to the infringement. Clause 9.4 governs control of the claim and settlement.
  • 9.3 Yello's indemnity excludes infringement caused by Client Materials, Client-mandated designs, modifications not made or authorised by Yello, combinations not supplied or contemplated by the Contract, or continued infringing use after a suitable non-infringing alternative has been provided, in each case only to the extent the claim would not otherwise have arisen. Third-Party Materials are covered by their supplier's terms; Yello remains responsible for obtaining the permissions it expressly agreed to obtain and for its own breach.
  • 9.4 The indemnified party must give prompt notice, avoid admissions, provide reasonable cooperation at the indemnifying party's cost and allow that party to control the defence with competent advisers. Delay in notice reduces protection only to the extent it materially prejudices the defence. No settlement may admit fault by, impose non-monetary obligations on, or fail to release the indemnified party without its written consent, not to be unreasonably withheld.
  • 9.5 If an infringement claim is reasonably likely, Yello may obtain continued use rights or modify or replace the affected material without materially reducing agreed functionality. If neither is reasonably practicable, either party may terminate the affected element, and Yello will refund the Fees attributable to the unusable element. These measures do not remove accrued claims, subject to clause 12, and there must be no double recovery.

10. Duration, cancellation and termination

  • 10.1 Project Services continue until completion unless ended earlier under this Contract. Recurring Services continue for the initial term stated in the Proposal and then monthly unless another renewal arrangement is expressly agreed. If no initial term is stated, they run monthly from commencement.
  • 10.2 Either party may end recurring Services on at least 30 days' written notice, effective no earlier than expiry of any agreed initial term. The Client may cancel uncompleted project Services on 14 days' written notice. Yello may end a project for convenience only where the Proposal expressly permits it or the parties agree.
  • 10.3 Following cancellation notice, Yello will avoid unnecessary further work and costs, take reasonable steps to mitigate loss, and agree safe stopping and handover arrangements. The Client must pay for Services properly performed up to effective termination and reasonable, evidenced, non-cancellable third-party commitments previously approved. Where the Proposal expressly prices a retainer as reserved capacity, Fees for capacity actually made available up to effective termination, including an applicable notice period, remain payable. Unperformed future work, lost profit and capacity after effective termination are not automatically chargeable; any separate cancellation charge must be expressly agreed and legally enforceable. The specific no-penalty exit rights in clauses 2.9 and 10.7 take priority.
  • 10.4 Either party may terminate for a material breach which cannot be remedied, or which is not remedied within 14 days after written notice identifying the breach and required remedy. For an undisputed overdue payment, Yello may terminate after a separate written notice giving at least 14 days to pay. Suspension under clause 5.6 may operate during that period.
  • 10.5 If the Client fails to provide an essential input for 30 consecutive days after a written request, Yello may give a further 14 days' notice to supply it. If it remains outstanding, Yello may terminate the affected project or agree a restart programme. Charges are governed by clause 10.3.
  • 10.6 Neither party is entitled by this Contract to terminate or suspend in circumstances prohibited by applicable insolvency or other mandatory law. Termination of one service does not automatically terminate unrelated services unless they cannot reasonably operate independently.
  • 10.7 For recurring Services, Yello may increase Fees no more than once in any 12-month period on at least 60 days' written notice explaining the amount, reason and effective date. An increase must reasonably reflect changes in the cost or resources needed to provide the Services and may take effect only after any agreed fixed-price initial term. The Client may end the affected Service immediately before the increase takes effect without an early-termination charge or remaining minimum-term Fees. If the Service continues, a validly notified increase takes effect on that date. This does not alter agreed fixed-price project Fees. Supplier price changes are passed on only under an express mechanism in the Proposal or with prior Client approval, with notice of options and unavoidable previously approved commitments.
  • 10.8 The Proposal must distinguish a retainer for reserved capacity from a prepaid bank of hours and state included capacity, overage rates, booking rules and any rollover or expiry. Reserved capacity is not a guarantee of unlimited work. For a reserved-capacity retainer, unused capacity expires at the end of its billing period unless rollover is expressly agreed. For a prepaid bank of hours, unused paid hours remain available unless an expiry period is expressly agreed and are accounted for on termination under clause 11. Yello must agree rescheduling, a credit or a refund for work it failed to provide when properly requested within the agreed scope and capacity.

11. Consequences of termination and exit

  • 11.1 Termination does not affect rights, obligations or claims accrued before it. Within 30 days after effective termination, Yello will issue a final account, credit advance payments against properly due charges and refund any undisputed remaining balance. Any disputed balance will be resolved under clause 17 and any further refund paid within 30 days after agreement or final determination. A dispute over part of the account does not delay refund of an undisputed amount.
  • 11.2 The Client receives the paid-for completed Deliverables and, where practicable, paid-for work in progress in its existing state, with the corresponding rights under clause 8. Yello will identify unfinished elements. Payment for a separable Deliverable must not be withheld solely because another Deliverable is disputed.
  • 11.3 Yello will provide agreed exports, Client-owned credentials and reasonable handover information securely. Additional migration or transition work is chargeable only at agreed rates and with approval. Third-party transfer restrictions must be identified and reasonable alternatives offered.
  • 11.4 Yello will not retain Client personal data as security for a debt. Its return and deletion are governed by Schedule A. For other Client Materials, Yello will provide a reasonable opportunity for collection or export before deletion, subject to agreed retention arrangements and legal requirements.
  • 11.5 Accrued payment rights, clauses 8, 9, 11, 12, 13, 15, 18 and Schedule A, and any provision intended by its nature to survive, continue after expiry or termination. Clause 8.13 continues only for its stated Protection Period. Ongoing hosting and support obligations continue only for the agreed service term or transition period.

12. Liability and remedies

  • 12.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be excluded or limited. This clause overrides every other exclusion, indemnity and liability cap in the Contract.
  • 12.2 Subject to clause 12.1, each party's total aggregate liability arising out of or in connection with the Contract, whether in contract, tort including negligence, misrepresentation, restitution, indemnity or otherwise, will not exceed the Liability Cap in clause 12.3. The cap applies once to the Contract, not separately to each claim, and includes claims under clauses 9, 13 and Schedule A.
  • 12.3 For a project, the Liability Cap is 100% of the Fees paid or payable for that project, including agreed changes. For recurring Services, it is 100% of the Fees paid or payable for the 12 months immediately preceding the first event giving rise to a claim under the Contract; if that event occurs in the first 12 months, use the annualised recurring Fees at the contracted scope and rates in force at that event. This calculation does not make unearned future Fees payable. For a Contract combining project and recurring Services, the project Fees and recurring-service amount are added without double counting. Each separately accepted Proposal is a separate Contract unless it expressly forms part of an identified existing Contract.
  • 12.4 The cap does not reduce the Client's obligation to pay properly due Fees, VAT or approved costs, or Yello's obligation to repay unearned advance payments. Refunds and service credits will be credited against compensation for the same loss to avoid double recovery.
  • 12.5 Subject to clause 12.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether direct or indirect. However, these exclusions do not prevent recovery of amounts properly payable under clause 9, reasonable direct costs of restoring data or obtaining replacement services caused by a breach, or direct, proven and reasonably foreseeable financial loss caused by breach of clause 8.13 or unauthorised use or disclosure of the other party's IPR or Confidential Information. Those recoverable losses remain subject to the Liability Cap, causation, proof, mitigation and the rule against double recovery.
  • 12.6 Neither party is liable to the extent a loss was caused by the other party's breach, unlawful instructions or failure to take reasonable mitigation measures. No exclusion excuses a party's own failure to perform its expressly agreed responsibilities.
  • 12.7 Yello does not guarantee a particular commercial return, search ranking, advertising result, platform approval or uninterrupted or error-free operation. Any specific performance commitment must be set out in the Proposal. This does not exclude the obligations of reasonable care and skill, material conformity with the specification, or agreed service levels.
  • 12.8 The parties should assess the cap against the value, foreseeable risks and available insurance for the Services before acceptance and record any different agreed limit expressly in the Proposal. Nothing states or guarantees that Yello holds a particular level or category of insurance.
  • 12.9 The limitations on financial liability do not prevent either party from seeking an injunction or other non-monetary relief for an actual or threatened breach, including of IP, confidentiality or product-protection obligations. Whether to grant such relief is for the court.

13. Confidentiality

  • 13.1 Each party must protect the other's Confidential Information using reasonable care, use it only for the Contract and disclose it only to personnel, subcontractors and professional advisers who need it for that purpose and are bound by suitable confidentiality obligations. Each party is responsible for compliance by those to whom it discloses information.
  • 13.2 These obligations do not apply to information shown to be public without breach, already lawfully held without restriction, independently developed, or lawfully received from an unrestricted third party.
  • 13.3 Disclosure required by law, a regulator or court is permitted to the minimum necessary. Where lawful and practicable, the disclosing party must give prior notice and reasonable assistance to protect confidentiality.
  • 13.4 Relevant information may be disclosed confidentially to insurers, legal advisers and legitimate debt-recovery providers to establish, exercise or defend rights. Unpaid invoices do not otherwise remove confidentiality protection or authorise publicity about a dispute.
  • 13.5 On request or termination, Confidential Information must be returned or securely deleted, except copies required by law, for legitimate records of the Contract or in protected backups awaiting routine deletion. Retained information remains protected. Schedule A governs personal data where stricter requirements apply.
  • 13.6 Confidentiality continues for five years after termination, and for trade secrets for as long as they remain trade secrets. Personal-data and credential protections continue for as long as the information is retained.

14. Artificial intelligence and security

  • 14.1 Yello may use appropriate AI-assisted tools to support delivery, subject to the Contract, client restrictions agreed in the Proposal, confidentiality, applicable licences and data protection law. Yello remains responsible for reviewing their outputs and for the agreed standard of its work.
  • 14.2 Yello must not submit Client Confidential Information or personal data to an AI service unless the use is authorised for the Services, appropriate contractual and security protections are in place, the provider is prohibited from using it to train general-purpose models, and any required subprocessor and transfer arrangements under Schedule A have been satisfied.
  • 14.3 Material AI-generated assets incorporated into Deliverables, and any material restrictions on their use or ownership, must be disclosed before approval. Yello does not promise exclusive copyright in material in which such rights do not exist; this does not excuse an infringement, licence or quality obligation expressly assumed.
  • 14.4 Each party must use appropriate security measures for systems and access under its control, cooperate on relevant incidents, and notify the other promptly of a material compromise affecting the Services. The Proposal must specify any required penetration testing, certification or enhanced security standard. Personal-data breaches are governed by Schedule A.

15. Data protection

  • 15.1 Data Protection Laws means applicable laws governing personal data, including the UK GDPR, Data Protection Act 2018 and Privacy and Electronic Communications Regulations 2003, as amended, including applicable provisions of the Data (Use and Access) Act 2025. Controller, processor, personal data, personal data breach and processing have their meanings in those laws.
  • 15.2 Each party must comply with Data Protection Laws for its own activities. Each acts as an independent controller for its own business-contact, billing and contract-administration information. Roles for other processing depend on the activities undertaken and must be recorded in the Proposal or processing particulars.
  • 15.3 Where Yello processes personal data on behalf of the Client, the Client is controller and Yello is processor, and Schedule A applies. If the Client is itself a processor, the parties must agree the necessary subprocessing terms and confirm the Client's authority before that processing begins.
  • 15.4 Before Client personal data is made available, the parties must agree the processing particulars required by Schedule A, including purposes, data categories, duration, security, subprocessors and transfer locations. The Client must not provide special-category, criminal-offence or other higher-risk personal data unless expressly included in those particulars and appropriate safeguards have been agreed.
  • 15.5 A privacy notice or general service proposal does not replace the processor obligations in Schedule A. The Contract does not restrict individuals' statutory rights or a regulator's powers.

16. Force majeure

  • 16.1 Neither party is liable for delay or failure caused by events beyond its reasonable control which it could not reasonably prevent or overcome, provided it promptly notifies the other, takes reasonable mitigation steps and resumes performance as soon as practicable.
  • 16.2 Lack of funds, ordinary staffing shortages or a supplier failure which could reasonably have been prevented or mitigated is not automatically force majeure. A cyber incident does not excuse failure to implement agreed or legally required security measures.
  • 16.3 If the event materially prevents performance for more than 30 consecutive days, either party may terminate the affected Services on written notice. Charges and refunds are governed by clauses 10.3 and 11. Payment for Services already properly performed remains due.

17. Notices and disputes

  • 17.1 Routine instructions may use the agreed project system. Formal notices of changes to these Conditions or Fees, suspension, breach, termination or dispute must be sent by email to the contract contact identified in the Proposal or to an updated address notified in writing, clearly identifying their purpose. The Proposal must identify an operational contact for security and personal-data incidents; urgent incident notification must not be delayed by the deemed-receipt rules in clause 17.2.
  • 17.2 An email notice is received on the next Business Day after transmission unless a delivery-failure notification is received. If delivery fails, the sender must use another notified address or recorded delivery to the recipient's registered office or stated business address. Postal notice is received two Business Days after posting within the UK. This clause does not govern service of court proceedings.
  • 17.3 The parties will first refer a dispute to senior representatives and seek resolution within 15 Business Days. If unresolved, they will consider mediation in good faith. This does not prevent urgent relief, debt recovery or proceedings needed to protect a limitation period.

18. General

  • 18.1 The Contract is the entire agreement concerning its subject matter and replaces earlier proposals and discussions. Neither party relies on a statement not recorded in it, subject always to clause 12.1 and any applicable statutory reasonableness requirement.
  • 18.2 Neither party may transfer the Contract without the other's written consent, not to be unreasonably withheld, except for the permitted licence transfer in clause 8.4. Subcontracting does not transfer the Contract or release Yello from its obligations. Subprocessors require compliance with Schedule A.
  • 18.3 If a provision is invalid or unenforceable, it will be severed to the minimum extent necessary and the remainder will continue, so far as legally possible. Failure or delay in enforcing a right is not a waiver.
  • 18.4 The Contract creates no partnership, joint venture, agency or employment relationship. No person other than the parties may enforce it under the Contracts (Rights of Third Parties) Act 1999, without affecting rights that exist independently of that Act.
  • 18.5 The Contract may be signed electronically and in counterparts. Each party will execute any document necessary to give effect to an agreed IPR assignment; acceptance by conduct alone does not replace a legally required signed assignment.
  • 18.6 The Contract and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule A – Personal data processing

A1. Scope and processing particulars

  • A1.1 This Schedule applies only to personal data processed by Yello on the Client's behalf under clause 15. It forms part of the Contract. It does not authorise unspecified processing.
  • A1.2 Before processing begins, the parties must record in the Proposal or an agreed written processing record: the subject matter; processing duration; nature, operations and purposes; types of personal data; categories of individuals; the Client's rights and obligations; approved systems and locations; authorised subprocessors; retention and deletion arrangements; and the applicable security measures. Changes must be documented before the changed processing begins.
  • A1.3 Processing is limited to the agreed Services and any necessary return or deletion period. Access to production data must be restricted to what is necessary; anonymised or synthetic data should be used for development and testing where reasonably practicable.

A2. Client responsibilities and instructions

  • A2.1 The Client determines the purposes and means of processing, is responsible for its lawful basis, transparency and instructions, and must ensure that it may lawfully disclose the data for the agreed processing.
  • A2.2 Yello will process only on documented Client instructions, including for international transfers, unless UK law requires otherwise. Where legally permitted, Yello will notify the Client of that legal requirement before processing. The Contract, agreed processing particulars and authorised written operational instructions form those instructions.
  • A2.3 Yello will immediately inform the Client if, in its opinion, an instruction infringes Data Protection Laws and may suspend the affected processing while the parties resolve the issue. This is not a general obligation to provide legal advice.

A3. Confidentiality and security

  • A3.1 Yello will ensure that authorised personnel are bound by confidentiality duties, trained appropriately and given access only as necessary.
  • A3.2 Taking account of the state of the art, implementation costs, processing characteristics and risks, Yello will implement appropriate technical and organisational measures meeting Article 32 UK GDPR. Measures will address access control and least privilege, appropriate authentication, secure transmission and storage, patching, logging, incident response, resilience, restoration and regular testing, including encryption or pseudonymisation where appropriate.
  • A3.3 The agreed processing particulars must identify the measures applicable to the service, including backup and recovery responsibilities. Yello will not materially reduce the overall level of protection during processing.

A4. Subprocessors

  • A4.1 The Client gives general written authorisation for subprocessors identified and accepted in the agreed processing particulars. This does not authorise an undisclosed provider. Yello will provide their identity, function and processing location.
  • A4.2 Yello will give at least 14 days' prior written notice of a proposed addition or replacement, allowing the Client to object on reasonable data protection grounds. If no such objection is received within that period, Yello may engage the notified subprocessor under the general authorisation, update the processing record and comply with clause A4.3. A new subprocessor must not process the affected data while a timely reasonable objection remains unresolved. The parties will seek a reasonable solution; if none is practicable, either party may end the affected processing or Service without an early-termination charge, with payment for work properly performed and a refund of unused prepaid Fees. This does not authorise a restricted international transfer contrary to clause A5.
  • A4.3 Yello will impose written obligations offering equivalent protection to this Schedule and remains fully liable to the Client for each subprocessor's performance of those obligations, subject to any lawful contractual limitation in clause 12.

A5. International transfers

  • A5.1 Yello will not make a restricted international transfer or permit access amounting to one without the Client's documented authorisation and a lawful transfer mechanism, together with any required assessment and supplementary safeguards. The agreed record must identify locations and the applicable mechanism, such as adequacy regulations or approved contractual safeguards.

A6. Individuals' rights

  • A6.1 Taking account of the nature of processing, Yello will assist through appropriate technical and organisational measures, insofar as possible, with requests to exercise data-subject rights. It will promptly forward a request received directly and will not respond substantively except on Client instructions or where legally required.

A7. Personal data breaches

  • A7.1 Yello will notify the Client without undue delay after becoming aware of a personal data breach affecting the processing, without waiting for a completed investigation. It will provide available information about the nature of the breach, affected data and individuals, likely consequences, contact point and measures taken or proposed, and provide further information in phases as it becomes available.
  • A7.2 Yello will take reasonable containment and remediation measures, preserve relevant evidence and cooperate with the Client. The Client controls notifications to individuals and regulators except where Yello has a separate legal obligation.

A8. Compliance assistance

  • A8.1 Taking account of the nature of processing and information available, Yello will assist with security obligations, breach reporting, data protection impact assessments and prior consultation with the regulator under Articles 32 to 36 UK GDPR.
  • A8.2 Routine compliance with this Schedule is included in agreed Fees. Exceptional Client-requested assistance may be charged only where agreed in advance, excluding work required to remedy Yello's breach. A fee dispute must not obstruct timely performance of a mandatory legal obligation.

A9. Information and audits

  • A9.1 Yello will provide information necessary to demonstrate compliance with Article 28 and allow and contribute to audits and inspections by the Client or its appointed independent auditor.
  • A9.2 The parties will use relevant reports or certifications where sufficient and arrange audits on reasonable notice during business hours with confidentiality and security safeguards. These arrangements must not prevent an audit reasonably required following an incident, credible non-compliance concern or regulatory requirement. Access will protect other customers' information without frustrating verification.
  • A9.3 Each party bears its own ordinary audit costs unless otherwise agreed. Yello bears reasonable additional verification costs arising from its material breach.

A10. Return and deletion

  • A10.1 On ending the relevant processing, Yello will, at the Client's choice, securely return or delete the personal data and delete copies unless UK law requires retention. The processing record must state the export format and deletion timetable. Unless that record or a subsequent lawful Client instruction provides otherwise, the Client instructs Yello to make a secure export in a reasonably usable format available for 30 days after notifying the Client that it is ready, and then to delete operational copies within the following 30 days. An earlier lawful deletion instruction must be followed within a reasonable period appropriate to the circumstances.
  • A10.2 During the return and deletion period, Yello will restrict the data to secure storage and the operations needed for return, deletion or compliance with law; it must not reuse the data. If the Client does not respond, the default instruction in clause A10.1 applies and does not require indefinite storage. Backup copies that cannot immediately be deleted must be isolated from ordinary use, remain protected and be deleted on the finite backup cycle documented in the processing record before processing began. If restored for recovery, the deletion instruction must be reapplied.
  • A10.3 Yello will confirm completion on reasonable request. Any legally required retained data remains protected and may be used only for the required purpose. Return or deletion must not be conditional on payment of any outstanding debt. Agreed additional migration services remain governed by clause 11.3.

A11. Records and regulatory cooperation

  • A11.1 Each party will maintain records required by Data Protection Laws and cooperate with competent regulators. Yello will notify the Client of a regulator's request relating to the Client's processing unless prohibited by law.
  • A11.2 Contractual allocation of liability does not bind individuals or regulators or remove either party's direct statutory obligations. Where another agreed data processing agreement provides the mandatory terms for the same processing, the parties must identify it and resolve precedence expressly before processing begins.

Schedule B – Particulars to agree for each engagement

  • B1. The Proposal must identify the contracting entities and authorised contacts; Services and Deliverables; scope and exclusions; assumptions and Client dependencies; milestones; acceptance criteria; included revisions; Fees, rates and payment stages; third-party commitments; and any initial or renewal term.
  • B2. For development and design, record supported environments; source-code, repository and editable-file handover; classification of website and software/SaaS Deliverables; any departure from clause 8's ownership/licensing model; third-party licences; and responsibility for accessibility, privacy, cookies, security testing and content approval. For proprietary product development, identify the Protected Product, core functionality and intended use, customer segments, geographic territory, Protection Period and any expressly agreed existing-product or project exclusions under clauses 8.12 to 8.15 before work begins.
  • B3. For hosting and support, agree the service schedule required by clause 7.1, including operational responsibilities, service levels if any, maintenance, backups, restoration, incidents, renewals and exit. For retainers, identify reserved capacity or a prepaid bank of hours, included capacity, booking and response arrangements, overages, rollover and expiry. Record the addresses for formal notices and operational incidents.
  • B4. Agree Schedule A's processing record before providing access to personal data, expressly including any special-category or criminal-offence data and appropriate safeguards. A description such as "all client data" is insufficient.
  • B5. Record agreed AI restrictions, enhanced security, insurance requirements, liability limits and other variations in the Proposal or an agreed schedule. This checklist does not itself authorise processing or add service commitments.