Business Support & Website Care Services Agreement

Last Updated & Effective Date: August 22, 2026

Before You Begin: Please read this Agreement carefully before booking, purchasing, subscribing to, or using Business Support Services or Website Updates & Development Services from TDEW Solutions.

This Agreement is intended for business-to-business (B2B) services only. By engaging my services, you confirm that you are entering into this Agreement in the course of a business and wholly or mainly for purposes relating to your trade, business, craft, or profession and not as a consumer.

You must be at least 18 years old and lawfully capable of entering into a commercial agreement under the applicable laws of England and Wales.

Onboarding & Agreement Process

Before any services commence, you shall complete a provisional proposal of work through my online intake form. You will then be given the opportunity to discuss this proposal with me. The proposal and terms may be amended at any stage by me prior to sending the completed agreement for you to review and agree to via email. Once agreed, a time-stamped copy will be sent to us both via email, and an invoice will be produced for advance payment. Payment in advance secures your booking, allocated time, or maintenance slot.

1. Introduction & Scope of Services

This Agreement governs Business Support Services and Website Updates & Development Services provided by Thomas Wilson trading as TDEW Solutions (“I”, “me”, “my”, or “TDEW Solutions”) to the business, organisation, or client purchasing those services (“Client”, “you”, or “your”).

Services are provided remotely and may include:

Business Support: General administrative assistance, customer communication support, data entry, spreadsheet work, online research, document preparation, and workflow scheduling.

Website Care & Development: Website updates, WordPress maintenance, plugin/theme updates, troubleshooting, development work, configuration changes, and related technical tasks. If your website is hosted externally, you must provide necessary access credentials (such as hosting control panels, FTP/SFTP, or WordPress admin credentials) and ensure you have legal authority to grant such access.

2. Eligibility and Authority

You must be aged 18 or over and have full authority to enter into this Agreement on behalf of your business entity. Verification details may be requested if necessary. TDEW Solutions provides services on a B2B basis exclusively.

3. Independent Contractor Status

TDEW Solutions operates as an independent sole trader business under Thomas Wilson. Nothing in this Agreement constitutes an employment relationship, partnership, agency, or joint venture.

4. Service Structure, Duration & Term

4.1. For project-based work, this Agreement shall remain in force during the period of work being carried out by me. Once the project or assigned work has been checked and signed off by the Client as complete, this Agreement will then cease for that specific scope, and the agreed period of work shall be completed.

4.2. For ongoing weekly or monthly rolling arrangements, the Agreement shall continue on a rolling basis until terminated by either party giving fourteen (14) days’ written notice.

4.3. Website updates and development tasks are subject to a one-hour minimum charge to cover review and completion time. Estimates are provided in good faith, and unexpected technical issues with legacy code or third-party systems may impact project time and costs.

5. Commencement of Work

Work shall commence following the successful submission and review of the provisional proposal of work form and the finalisation of agreement terms. Services will be executed on the dates mutually agreed upon during our consultation, or from the formally designated commencement date established in the onboarding process. For ongoing weekly or monthly arrangements, work will commence on the mutually agreed start date following receipt of the required initial deposit.

6. Acceptable Use (Website Services)

You agree to use website and technical services lawfully and responsibly. Prohibited activities include hosting malicious software, conducting cyber attacks, spam/phishing, copyright infringement, or unauthorised resource abuse.

7. Pricing, Payment Methods & Allocated Time

7.1. Fees are based on agreed hourly rates, project quotes, or retainers as detailed in your invoice. Unless otherwise agreed in writing, invoices are payable immediately upon receipt.

7.2. For ongoing work, a deposit equal to the first billing period selected must be paid in advance, and all ongoing periods must be paid for in advance thereafter to secure your Allocated Service Time or maintenance slot.

7.3. I do not operate a native payment gateway or card reader feature; clients pay invoices via standard UK bank transfer (Faster Payments) or standing order using the account number and sort code provided on my invoices.

7.4. If any invoice remains unpaid after its due date, I reserve the right to suspend the delivery of all services and website maintenance until all outstanding balances are cleared, without liability for any resulting delays. Furthermore, I reserve the right to claim statutory interest and debt recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

7.5. Unused time blocks do not automatically roll over into subsequent billing cycles without written confirmation prior to that cycle’s commencement.

8. Client Responsibilities

You are responsible for supplying accurate instructions, necessary source materials, secure account access credentials, and timely feedback required for task and website execution. You must maintain full website backups prior to any maintenance work. I am not liable for delays, downtime, or data loss resulting from your failure to provide these dependencies promptly, nor for pre-existing errors, vulnerabilities, or instabilities within your website’s existing code, theme, or plugins.

9. Warranties & Standard of Service

9.1. I warrant that I will perform the services with reasonable skill, care, and diligence, and in accordance with professional standards customary in the industry.

9.2. In the event of any material error, omission, or defect in the deliverables caused by a failure to meet this standard, I shall promptly correct or re-perform the affected work at no additional cost to you, provided you notify me in writing within fourteen (14) days of delivery.

9.3. I do not warrant that services or website updates will be uninterrupted or error-free, nor that they will guarantee specific commercial outcomes, increased sales, or business growth.

9.4. You warrant that all materials, instructions, website content, and information provided to me are accurate, complete, and do not infringe upon the intellectual property or privacy rights of any third party.

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

10. Cancellation, Termination & Refunds

10.1. Payment in advance secures the specific block of Allocated Service Time or maintenance period.

10.2. Services must be cancelled before project completion or billing cycle renewal. If you wish to cancel a specific booking or technical task, you must provide at least 48 hours’ written notice. Where technical work has commenced, you are responsible for paying for the proportion of work reasonably completed.

10.3. For ongoing weekly or monthly rolling arrangements, either party may terminate the agreement by giving fourteen (14) days’ written notice.

10.4. Upon termination, I will calculate the exact value of all services satisfactorily performed; if advance payments exceed services rendered, I will issue a prompt pro-rata refund for the unperformed portion via bank transfer, ensuring no total forfeiture of advance payments for unperformed work.

11. Intellectual Property

You retain full ownership of your input materials, brand assets, and website content. Subject to full payment, ownership of bespoke deliverables created specifically for you transfers upon completion, granting you the right to use completed deliverables for their intended purpose. I retain full ownership of my pre-existing tools, templates, libraries, code frameworks, methodologies, and general know-how.

12. Confidentiality

12.1. Each party (“Receiving Party”) agrees that it shall not use, disclose, or make available to any third party any confidential information belonging to the other party (“Disclosing Party”) that is marked as confidential or that reasonably ought to be understood as confidential.

12.2. Confidential information includes business operations, trade secrets, financial data, client lists, access credentials, and operational methodologies.

12.3. Exceptions apply to information that is publicly known, already lawfully possessed, independently developed, or legally required to be disclosed.

12.4. This obligation of confidentiality shall survive the termination of this Agreement for a period of two (2) years.

13. Data Protection & Processing Framework (UK GDPR)

13.1. Where I act as a data processor on your behalf, both parties shall comply with Article 28 of the UK GDPR and the Data Protection Act 2018.

13.2. I process personal data strictly on your documented instructions, maintain technical and organisational security controls, ensure personnel confidentiality, assist with data subject requests, notify you without undue delay of any data breach, and delete or return data upon agreement conclusion, as further detailed in Annex A.

14. Professional Indemnity Insurance

I shall maintain reasonable and adequate professional indemnity insurance coverage appropriate for the scope of remote business support and website care services provided under this Agreement.

15. Anti-Bribery and Anti-Corruption

Both parties shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, including the UK Bribery Act 2010.

16. Force Majeure

16.1. Neither party shall be in breach of this Agreement, nor liable for any failure or delay in performance resulting from events, circumstances, or causes beyond its reasonable control (“Force Majeure Event”), including natural disasters, pandemics, acts of terrorism, civil unrest, or major utility/telecommunication/hosting outages.

16.2. The affected party shall use all reasonable endeavours to mitigate the impact of the Force Majeure Event and resume performance as soon as practicable.

17. Limitation of Liability

17.1. Except for liabilities that cannot lawfully be excluded or limited by English law (including death or personal injury caused by negligence, or fraud), my total aggregate liability arising under or in connection with this Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—shall be strictly limited to the total fees actually paid by you to me during the three (3) month period immediately preceding the event giving rise to the claim (or £5,000, whichever is lower).

17.2. I shall not be liable to you for any indirect, consequential, or special losses, including loss of profit, loss of business, loss of revenue, business interruption, or loss of data.

18. Dispute Resolution

18.1. In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations.

18.2. If the dispute cannot be resolved through negotiations within fourteen (14) days, either party may refer the matter to formal mediation administered by a mutually agreed mediator in England and Wales before resorting to litigation.

19. Boilerplate Provisions

19.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral.

19.2. Variation: No variation of this Agreement shall be effective unless it is in writing and signed by both parties.

19.3. Assignment: Neither party shall assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party.

19.4. Notices: Any notice required to be given under this Agreement shall be in writing and sent by email to the primary business email address provided by each party.

19.5. Severance: If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

19.6. Third-Party Rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

20. Governing Law & Jurisdiction

This Agreement is governed by and construed in accordance with the laws of England and Wales, with the courts of England and Wales holding exclusive jurisdiction.

ANNEX A: DATA PROCESSING SCHEDULE

1. Subject Matter & Duration: The processing relates to the provision of remote administrative, business support, and website care services for the duration of the Agreement.

2. Nature & Purpose: I process personal data (such as contact lists, website user data, customer records, and administrative logs) strictly to perform the Services defined in Section 1.

3. Sub-processors: I shall not engage another processor without your prior written authorisation, and I shall impose on any sub-processor the same data protection obligations as set out in this Agreement.

4. International Transfers: I shall not transfer any personal data outside of the UK or the European Economic Area unless I have ensured that such transfer complies fully with Data Protection Legislation safeguards.

5. Security: I shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including website and database security protocols.