Terms and conditions of service

1. Statement of work – offer and acceptance

1.1. A binding contract is formed between Two Fifteen Ltd ("Two Fifteen") and the client ("the Client") when Two Fifteen issues an invoice following the Client's acceptance of a quotation, proposal, or Statement of Work (SOW), and receives payment for the initial instalment.

1.2. Services will be delivered in accordance with Two Fifteen’s development processes and the specifications set out in the agreed Statement of Work, proposal, or project brief.

1.3. Any request that alters the scope, specification, or technical integrations will be treated as a Change Request. Such requests must be confirmed in writing and may result in an adjustment to the agreed fees and delivery schedule.

2. Client co-operation and respon­sibi­lities

2.1. The Client must supply all content, assets, access credentials, and approvals reasonably required by Two Fifteen to perform the Services.

2.2. Unless agreed otherwise in writing, the Client must respond to any request for information, review, or approval within seven (7) business days. If the Client fails to respond within this period, the relevant deliverables will be deemed accepted by the Client.

2.3. If project delays caused by the Client exceed 21 days, Two Fifteen reserves the right to pause the project and invoice for all work performed to date.

2.4. If project delays caused by the Client exceed 30 days, the project will be deemed complete, and all remaining fees will become immediately payable. Restarting a paused or completed project may incur a re-mobilisation fee.

2.5. The Client is solely responsible for ensuring the accuracy, legality, and regulatory compliance of all content and data provided to Two Fifteen.

3. Payment terms

3.1. Unless otherwise specified in the Statement of Work, the standard payment schedule is: 40% upfront, 30% upon approval of proofs/staging, and 30% prior to final launch.

3.2. All invoices are due and payable within 30 days of the invoice date.

3.3. Two Fifteen reserves the right to suspend services for overdue accounts, apply statutory interest and recovery charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and restrict or remove access to deliverables until all outstanding balances are cleared.

3.4. Out-of-scope work and additional consultancy services will be charged at £100 per hour (excluding VAT) unless otherwise agreed in writing.

4. Programming errors and correction period

4.1. The Client must review all deliverables and notify Two Fifteen in writing of any programming errors or critical defects within ten (10) business days of delivery.

4.2. Two Fifteen will use reasonable endeavours to correct such verified errors free of charge within a reasonable timeframe.

4.3. This correction period does not apply to changes in the Client’s initial requirements, errors introduced by the Client or third parties, or issues arising from third-party software, data entry, or external hosting environments.

4.4. Errors reported after the 3-day period may be subject to additional charges. Two Fifteen accepts no liability for any financial or business losses arising from the late reporting of defects.

5. Limitation of liability

5.1. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrep­res­en­ta­tion, or any other liability which cannot be excluded or limited by applicable law.

5.2. Subject to clause 5.1, Two Fifteen shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of revenue, loss of data, loss of business, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with the contract.

5.3. Two Fifteen’s total liability to the Client in respect of all other losses arising under or in connection with the contract shall be limited to the total fees paid by the Client for the specific project in the twelve (12) months immediately preceding the event giving rise to the claim.

6. Intellectual property rights

6.1. All pre-existing materials, source code, frameworks, methodologies, and tools belonging to Two Fifteen remain the exclusive property of Two Fifteen.

6.2. Upon receipt of full and final payment, the Client is granted a non-exclusive, non-transferable, perpetual licence to use the final deliverables strictly for its internal business operations and public-facing website.

6.3. Third-party software, stock images, fonts, and plugins are subject to their own respective end-user licence agreements (EULAs) and associated costs. These are the responsibility of, and payable by, the Client unless expressly stated otherwise.

7. Hosting, email, and support

7.1. Hosting fees, email provision, storage, and bandwidth limits will be detailed in the respective proposal.

7.2. Unless specified otherwise, only routine maintenance and support are included. Additional technical support is charged at the standard hourly rate.

7.3. Service level commitments and specific maintenance windows may be set out in a separate Service Level Agreement (SLA).

8. Confidentiality

8.1. Each party undertakes that it shall treat as strictly confidential all technical, commercial, and financial information received from the other party which could reasonably be regarded as confidential.

8.2. Neither party shall disclose such information to any third party without prior written consent, except as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

9. Indemnity

9.1. The Client shall indemnify and hold Two Fifteen harmless against all liabilities, costs, expenses, damages, and losses (including direct, indirect, and reasonable professional costs) suffered or incurred by Two Fifteen arising out of or in connection with:
(a) The Client’s content or materials (including any claim of intellectual property infringement);
(b) The Client’s use of the Services in breach of these Terms; or
(c) The Client’s breach of any applicable law or data protection regulation.

10. Warranty disclaimer

10.1. The Services are provided on an "as is" basis without warranties of any kind, except as expressly stated in the Statement of Work.

10.2. To the fullest extent permitted by law, Two Fifteen does not warrant that the deliverables will operate uninterrupted or error-free, nor does it guarantee compliance with any specific third-party integration requirements unless expressly agreed in writing.

11. Force majeure

11.1. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control (including, but not limited to, internet infrastructure outages, industrial disputes, acts of God, or governmental action).

12. Termination

12.1. Either party may terminate the agreement by giving thirty (30) days’ written notice if the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so.

12.2. Two Fifteen may terminate the agreement immediately by written notice if the Client fails to pay any amount due on the due date for payment.

12.3. Upon termination for any reason, the Client shall immediately pay all outstanding unpaid invoices and interest. For Services supplied but not yet invoiced, Two Fifteen shall submit an invoice for work completed and committed costs up to the date of termination, which shall be payable immediately upon receipt.  

13. Notices

13.1. The Client must nominate a single authorised primary contact for all project approvals.

13.2. Any legal notice given to a party under or in connection with this contract must be in writing and sent by email to the addresses specified in the proposal or subsequently notified in writing.

14. General

14.1. B2B Only: These Terms apply strictly to business-to-business (B2B) transactions.

14.2. Severability: If any provision of these Terms is found by any court to be invalid, illegal, or unenforceable, that provision shall be deemed deleted, and the validity and enforceability of the rest of the Terms shall not be affected.

14.3. Assignment: The Client may not assign, transfer, or sub-contract any of its rights or obligations without Two Fifteen’s prior written consent. Two Fifteen may sub-contract its obligations but remains liable for the performance of the Services.
14.4. Variation: Two Fifteen reserves the right to update these Terms from time to time by publishing a revised version on its official website or notifying the Client.

15. Governing law and jurisdiction

15.1. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.

15.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

Two Fifteen Ltd.
Company number: 09968760
VAT number: GB290707493
Registered Office: Unit 2a Kincraig Business Park, Bispham, Lancashire, England, FY2 0PJ.