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The terms in brief

Summary only, the terms below apply.

Terms of Service

Version 0.4 (draft). Last updated [DATE].

These terms set out how Padon builds, hosts and looks after websites for businesses. Please read them before you go live. They include a 12-month minimum term from go-live and the cost of ending early (clause 8), what you can take with you when you leave (clauses 9 and 10), and limits on our liability (clause 15).

1. About us and these terms

1.1 Padon is the trading name of [Max Okunev], a sole trader based in England. Our address for service of documents is [VIRTUAL OFFICE ADDRESS]. [VAT NUMBER, IF REGISTERED.] We are registered with the Information Commission (ICO) under number [ICO REGISTRATION NUMBER].

1.2 You can contact us at [email protected].

1.3 We only work with businesses. By accepting these terms you confirm that you are acting for the purposes of your trade, business or profession, and that the person accepting them has authority to bind the business.

2. Definitions

In these terms:

3. Previews and how the contract is formed

3.1 We may build a Preview of a new website for your business before you ask us to. A Preview is free. Looking at it, sharing it or asking us questions about it does not create a contract or any obligation to pay.

3.2 A Preview uses only factual information about your business, such as its name, services, phone number, opening hours and area, with text written by us and our own illustrations or placeholder images. The design, code, text and images in a Preview belong to us and are protected by copyright. Please do not copy or reuse a Preview, or ask anyone else to build from it, unless you go live with us. We may take a Preview down at any time, and we will remove it, or any information about your business in it, if you ask.

3.3 To go live, you complete the Order and accept these terms and the DPA in it. Your Order is an offer to buy the Services on these terms.

3.4 The contract between us starts when we confirm by email that we have accepted your Order. Our confirmation will include a copy of these terms and the DPA, and a link to set up a Direct Debit with GoCardless. We may decline an Order for any reason.

3.5 You must set up the Direct Debit using that link within 7 days of our confirmation email. We will collect the Setup Fee through it. If you do not set it up within 7 days, we may end the Agreement by email, and neither of us will owe the other anything. If we agree that you can pay by card instead, we will send you a card payment link (processed by Stripe) and the same 7-day period applies.

3.6 These terms apply instead of any terms you try to impose, including terms on a purchase order.

3.7 Because we contract only with businesses, you agree that regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply to the Agreement. Those regulations require certain information about the technical steps for ordering and the acknowledgement of orders. We will still confirm your Order by email under clause 3.4.

4. The Services

4.1 Once your Order is accepted, we will:

(a) design and build your Site, using the Preview as a starting point and making the changes you reasonably ask for in your Order before go-live;

(b) host your Site and provide an SSL certificate so that it loads over a secure connection;

(c) connect your Site to your existing Domain, with your help under clause 5;

(d) set up the enquiry forms on your Site so that enquiries are emailed to the address you give us;

(e) carry out Change Requests under clause 4.3;

(f) check your Google Business Profile once a year and tell you about anything we suggest you change; and

(g) send you a monthly report of the enquiries made through your Site’s forms.

4.2 Before we put your Site live, a person will review it and we will tell you that it is ready for you to check and approve. We will put your Site live once you have approved it and the steps needed to connect your Domain are complete. The Go-Live Date is the day this actually happens.

4.3 Change Requests. Send Change Requests to [email protected]. We will carry out up to 4 Change Requests in each calendar month. Unused Change Requests do not carry over. We will make each Change Request within two Business Days of receiving it, or, if it needs information or material from you, within two Business Days of receiving that. Requests received after 5pm, or on a day that is not a Business Day, are treated as received on the next Business Day. If you send more than 4 in a month, we will tell you, and will either do the extra ones in the following month, where they count towards that month’s limit of 4, or, if you agree, do them sooner for a fee we quote first. If a request goes beyond a Change Request, for example new features, new integrations or a redesign, we will tell you, and may offer to do it for a fee we agree in writing first, or decline it.

4.4 We will provide the Services with reasonable skill and care. We aim to keep your Site available at all times, but we do not promise that it will be uninterrupted or error-free. Hosting depends on third-party providers and the internet, and we may need to carry out maintenance. We will try to give you notice of any planned downtime that we expect to be significant.

4.5 We may change how we provide the Services, including the tools and providers we use, as long as this does not materially reduce what you receive. Changes to our sub-processors are handled under the DPA.

4.6 Closing a stalled order. If, within 60 days after we tell you that your Site is ready for approval, you have neither approved it nor completed the steps needed to connect your Domain, and you have not replied to at least two reminders we send during that period, we may close your Order by email. The Agreement then ends. The Setup Fee pays for the work already done and is not refunded, and you owe nothing else. This clause does not apply where the delay is caused by us, and does not affect clause 7.4.

4.7 The Services do not include: buying, renewing or managing your Domain registration; email hosting for your Domain; search engine rankings; legal, regulatory or accessibility compliance advice about your business or your Site’s content; or anything else not listed in clause 4.1.

5. Your responsibilities

5.1 You must:

(a) give us accurate, complete information and Client Content when we ask for it, and respond to our reasonable requests in good time;

(b) check your Site before it goes live and after any change, and tell us promptly about anything that is wrong;

(c) keep your Domain registered and renewed in your name, and give us the access or make the DNS changes we need to connect your Site;

(d) keep the email address you give us for enquiries and notices working and monitored; and

(e) comply with the law that applies to your business and to the content of your Site, including having a privacy notice on your Site (we can add one you provide).

5.2 You are responsible for Client Content and for the accuracy of everything your Site says about your business, including prices, qualifications, accreditations, opening hours and claims about your products or services, even where we wrote or suggested the wording.

5.3 You confirm that you own, or have permission to use, all Client Content, and that we may use it to provide the Services. This includes photos, text and logos taken from your existing website at your request or with your agreement. If you are not sure whether you have the rights to something, tell us and we will replace it.

5.4 If you delay us or do not do something you need to do under this clause, we are not responsible for any resulting delay or failure. If the delay stops your Site going live, clause 4.6 applies.

6. AI-generated content

6.1 We use artificial intelligence tools to help design and build your Site, including drafting text, choosing layouts and writing code. A person reviews every Site before it goes live.

6.2 AI tools can make mistakes. They can produce text that is inaccurate, out of date or similar to material published elsewhere. That is why you must check your Site under clause 5.1(b), and why clause 5.2 makes you responsible for what your Site says about your business.

6.3 We will not knowingly put content on your Site that infringes anyone’s rights. If you or anyone else tells us that content on your Site may infringe someone’s rights or be inaccurate, we will review it and remove or replace it promptly where appropriate.

6.4 To build and change your Site, we send Client Content and your instructions to our AI provider. Under its commercial terms, our AI provider may not use that content to train its models. The DPA explains how we protect any personal data involved.

7. Fees and payment

7.1 You pay:

(a) the Setup Fee, once, collected through the Direct Debit (or card payment) you set up under clause 3.5; and

(b) the Monthly Fee, monthly in advance, starting on the Go-Live Date.

7.2 By setting up a Direct Debit or card payment you authorise us to collect the Setup Fee, the Monthly Fee on or around the same day each month, and any other amount due under the Agreement after we have told you about it.

7.3 VAT. All fees are stated exclusive of VAT. If we are registered for VAT, we will add VAT at the applicable rate and show it on our invoice. If we are not registered for VAT, we will not charge VAT and our invoices will say so. If we become registered for VAT during the Agreement, we will tell you at least 30 days before we start charging VAT. VAT, where it applies, is also payable on the Early Exit Amount.

7.4 If the Site does not go live within 60 days of the date you set up your Direct Debit because of something we did or did not do, you may end the Agreement by giving us notice before it goes live. We will refund the Setup Fee in full and you will owe us nothing else.

7.5 Late payment. If a payment fails or is late, we will tell you. We may charge interest on any overdue amount from the due date until it is paid, and fixed-sum compensation, under the Late Payment of Commercial Debts (Interest) Act 1998, at the rates and in the amounts set by that Act from time to time. If any amount is still unpaid 14 days after we send you a notice that it is overdue, we may suspend the Services, which may mean taking your Site offline, until you pay. The Monthly Fee remains payable during a suspension.

7.6 Price changes. We will not increase the Monthly Fee during the Minimum Term. After that, we may increase it by giving you at least 60 days’ notice by email. If you do not want to pay the new price, you may end the Agreement by giving notice before the increase takes effect, and the increase will not apply to you.

7.7 You must pay all amounts in full without any deduction or set-off, except where we agree otherwise in writing or the law requires it.

8. Term and ending the Agreement

8.1 The Agreement starts when we accept your Order and continues for the Minimum Term. After the Minimum Term it continues month to month until either of us ends it by giving at least 30 days’ notice. You can give notice during the Minimum Term so that the Agreement ends on the last day of the Minimum Term.

8.2 Ending early by choice. You may end the Agreement before the end of the Minimum Term by giving us notice and paying the Early Exit Amount. The Agreement then ends on the date in your notice, which must be at least 30 days after you give it. We will invoice the Early Exit Amount, and it is due within 14 days.

8.3 The Early Exit Amount is the total of the Monthly Fees that would have been payable from the date the Agreement ends to the end of the Minimum Term, less a 5% discount to reflect early payment and the costs we save. It is the price of ending early, which we have set to reflect that our Setup Fee does not cover our costs of building your Site and that our pricing depends on a 12-month commitment. If the Agreement ends before the Go-Live Date, the Early Exit Amount is nil, but the Setup Fee is not refunded except under clause 7.4.

8.4 Ending for cause. Either of us may end the Agreement immediately by written notice if the other:

(a) commits a material breach of the Agreement that cannot be put right; or

(b) commits a material breach that can be put right and does not put it right within 14 days of being asked to in writing; or

(c) becomes insolvent, which means it is unable to pay its debts, enters into any arrangement with its creditors, has an administrator, receiver, liquidator or similar officer appointed, has a winding-up order made or a resolution passed for its winding up (other than for a solvent restructuring), is made bankrupt or enters into an individual voluntary arrangement, stops trading, or anything equivalent happens in any jurisdiction.

We will not end the Agreement under clause 8.4(c) where section 233B of the Insolvency Act 1986 prevents it.

8.5 Non-payment. We may also end the Agreement immediately by written notice if any amount you owe is unpaid 30 days after we send you a notice that it is overdue.

8.6 Unlawful or harmful use. We may end the Agreement immediately by written notice if:

(a) you break clause 11 (acceptable use) in a serious way; or

(b) we reasonably believe that continuing to host your Site would expose us to legal liability, for a reason other than your breach.

8.7 When the Early Exit Amount is payable. The Early Exit Amount is payable only if the Agreement ends before the end of the Minimum Term because:

(a) you end it under clause 8.2; or

(b) we end it under clause 8.4(a) or (b), clause 8.5 or clause 8.6(a). In that case it is payable as a pre-agreed sum for the fees we lose, and we will not also claim damages for those lost fees.

It is not payable in any other case, including where you end the Agreement under clause 7.4, 7.6, 8.4, 12.2, 18.2 or 20.2 or clause 5.2 of the DPA, where we end it under clause 8.4(c) or 8.6(b), or where we close your Order under clause 4.6.

8.8 Ending the Agreement does not affect any rights either of us already has, including our right to be paid amounts already due. The following clauses continue after the Agreement ends: clause 7 (for amounts due), clauses 8.3 and 8.7, and clauses 9, 10, 13, 14, 15, 16, 17, 21, 22, 23 and 24, together with any other clause that by its nature is meant to continue.

9. What happens when the Agreement ends

9.1 When the Agreement ends, we will stop hosting your Site and its forms will stop working. We will agree a switch-off date with you so that you have time to move.

9.2 Your Domain. Your Domain is always yours and we never take ownership of it. When you are ready, we will help you point it to your new provider, for example by telling you which DNS records to change and, where we have access, changing them on your instruction. This applies however and whenever the Agreement ends.

9.3 Your content. Client Content stays yours. If you ask within 30 days after the Agreement ends, we will send back any Client Content you gave us, such as your logo and photos, in the form we hold it.

9.4 Your Site Files. If you ask within 30 days after the Agreement ends, and you have paid everything you owe us:

(a) if you have reached the Qualifying Period, we will send you the Site Files free of charge; or

(b) if you have not, we will send you the Site Files once you have paid the Buyout Fee.

We will send them within 10 Business Days of your request or, if later, of receiving the Buyout Fee. Clause 10.4 sets out what you may do with them. If you do not ask, or do not pay the Buyout Fee within that 30-day period, you will not receive the Site Files.

9.5 Data. We will delete or return personal data we process for you as the DPA sets out.

9.6 After the later of 30 days from the end of the Agreement and the date we send you any Site Files, we may delete your Site and all copies of it, except where we need to keep records by law.

10. Intellectual property

10.1 Your content. You keep ownership of all Client Content. You give us a non-exclusive, royalty-free licence to use, copy, adapt and publish Client Content for as long as we need it to provide the Services, and to keep it afterwards only as clause 9 and the DPA allow.

10.2 What we own. We own all intellectual property in Our Materials and, unless and until it is assigned to you under clause 10.4, in the Site Text. This includes the design and code of your Site, which remain ours in all cases.

10.3 During the Agreement. While the Agreement continues, you may use your Site, including Our Materials and the Site Text in it, for your business.

10.4 When you receive the Site Files. When we send you the Site Files under clause 9.4:

(a) we give you a permanent, non-exclusive, royalty-free licence to use, copy, modify and host Our Materials contained in them, for your own business. You may let a web developer or hosting provider use them on your behalf. You may not sell or license Our Materials, use them as a template or product, or use them to build sites for other businesses; and

(b) we assign to you all copyright in the Site Text contained in them. We will confirm this assignment in a signed email when we send the Site Files, and will sign any other document you reasonably need to record it.

If you do not receive the Site Files, you have no right to use Our Materials or the Site Text after the Agreement ends.

10.5 Third-Party Components. Your Site may include Third-Party Components. Each is licensed under its own terms, which apply to you as well as to us. Open-source licences may require you to keep copyright notices in the files. We will only use Third-Party Components whose licences allow the use described in this clause 10.

10.6 To the extent any AI-generated material in your Site is not protected by copyright, this clause 10 applies to it as if it were.

10.7 We may reuse general ideas, techniques and Our Materials in our work for others, but we will not reuse your Client Content, name or branding, or Site Text that has been assigned to you.

10.8 With your permission, which you can give in the Order and withdraw at any time, we may show your Site in our portfolio.

11. Acceptable use

11.1 You must not use your Site, or ask us to put anything on it, that:

(a) is unlawful, fraudulent, defamatory, misleading, discriminatory or obscene;

(b) infringes anyone’s intellectual property, privacy or other rights;

(c) contains or links to malware, or is used for phishing, spam or to collect data unlawfully;

(d) promotes illegal goods or services, or goods or services that need a licence you do not have; or

(e) would harm our reputation, our systems or our providers, or break our providers’ acceptable use policies.

11.2 If we reasonably believe that content on your Site breaks this clause, we may remove it or suspend your Site. We will tell you why and, where it is reasonable to do so, give you a chance to fix the problem first.

12. Our promises

12.1 We promise that:

(a) we will provide the Services with reasonable skill and care, and in line with the Agreement; and

(b) as delivered by us, your Site (excluding Client Content and any changes made by you or someone other than us) will not, to our knowledge, infringe the intellectual property rights of anyone in the UK.

12.2 If we break clause 12.1, we will put it right at our own cost within a reasonable time of you telling us. If we cannot, you may end the Agreement by written notice without paying the Early Exit Amount, and clause 15 applies to any other claim.

12.3 Apart from the promises in the Agreement, and to the extent the law allows, we do not give any other promise, warranty or condition, whether implied by statute, common law or otherwise. In particular, we do not promise that your Site will bring you a particular number of visitors, enquiries or sales, or rank in search results.

13. Your promise to cover certain losses (indemnity)

13.1 You will pay us for any losses, damages, costs (including reasonable legal fees) and expenses we incur as a result of any claim by a third party that:

(a) Client Content, or our use of it under the Agreement, infringes that third party’s rights; or

(b) your Site’s content, other than content we created without using Client Content, or your use of the Site, breaks the law.

13.2 We will tell you promptly about any such claim, will not settle it without your agreement (which you must not unreasonably withhold), and will let you control the defence at your own cost if you ask to.

14. Our promise to cover IP claims

14.1 We will pay you for any damages and costs finally awarded against you, or agreed by us in a settlement, as a result of a third-party claim that your Site, as delivered by us, infringes that third party’s UK intellectual property rights. This does not apply to claims about Client Content, Third-Party Components you chose, or changes made by anyone other than us.

14.2 You must tell us promptly about the claim, let us control its defence and settlement, and give us the help we reasonably ask for at our cost. If a claim is made or likely, we may change or replace the material so it no longer infringes.

14.3 This clause 14 is subject to the limits in clause 15.

15. Limits on liability

15.1 Nothing in the Agreement limits or excludes either party’s liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) anything else that cannot be limited or excluded by law.

15.2 Nothing in this clause 15 limits your obligation to pay the fees, the Early Exit Amount and other amounts due under the Agreement, or your liability under clause 13.

15.3 Subject to clauses 15.1 and 15.2, neither of us is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a) loss of profits, revenue, business, enquiries or opportunities;

(b) loss of goodwill or reputation;

(c) loss of anticipated savings; or

(d) indirect or consequential loss.

15.4 Subject to clauses 15.1 and 15.2, each party’s total liability to the other arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for claims arising from events in a Contract Year is limited to the greater of:

(a) £1,000; and

(b) the total fees paid and payable by you under the Agreement for that Contract Year.

15.5 You should keep your own copies of Client Content. If data we hold for you is lost or corrupted, our only obligation is to use reasonable efforts to restore it from the most recent backup we hold, if any. This does not limit our obligations under the DPA.

15.6 You agree that these limits are reasonable, taking into account the price of the Services, the fact that you can insure against business losses, and the fact that you are responsible for checking your Site and its content.

16. Data protection

16.1 Each of us will comply with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003, each as amended from time to time, including by the Data (Use and Access) Act 2025.

16.2 We are a controller of the personal data of your staff and contacts that we use to manage our relationship with you. Our privacy notice at https://padon.ai/privacy explains how we use it.

16.3 When we process personal data on your behalf, including enquiries sent through your Site’s forms and personal data in Client Content, we do so as your processor, and the Data Processing Agreement at https://padon.ai/dpa applies. You are the controller of that data, and you are responsible for your Site’s privacy notice and for having a lawful basis for the processing.

17. Confidentiality

17.1 Each of us will keep confidential any information the other gives it that is marked as confidential or that a reasonable person would understand to be confidential, and will use it only for the purposes of the Agreement.

17.2 This does not apply to information that is or becomes public (other than through a breach of this clause), that the recipient already had or develops independently, or that it receives lawfully from someone else. Either of us may disclose confidential information to its professional advisers, its subcontractors who need to know it and are bound by similar duties, or where required by law or a regulator.

17.3 This clause continues for 3 years after the Agreement ends.

18. Events outside our control

18.1 Neither of us is liable for any delay or failure to perform caused by an event outside its reasonable control, such as fire, flood, pandemic, war, a cyber attack, a strike (other than by its own staff), an act of government, or a failure of the internet, power supply or a hosting or payment provider. A failure of one of our providers or subcontractors counts only where we could not reasonably have avoided it or worked around it. The affected party must tell the other promptly and do what it reasonably can to limit the effect. This clause does not excuse late payment.

18.2 If such an event stops us providing the Services for more than 30 days in a row, either of us may end the Agreement by written notice, and the Early Exit Amount will not be payable.

19. Subcontracting and transfer

19.1 We may use subcontractors and service providers to provide the Services. We remain responsible for what they do. Sub-processors of personal data are dealt with in the DPA.

19.2 We may transfer the Agreement to a company we set up or control to run the Padon business, or to another business that takes over all or part of our business, as long as we tell you in writing and your rights are not reduced. You may not transfer the Agreement without our written agreement, which we will not unreasonably withhold.

20. Changes to these terms

20.1 We may update these terms. We will email you at least 30 days before any update takes effect, and publish the new version at https://padon.ai/terms.

20.2 During your Minimum Term, an update applies to you only if it is needed to comply with the law or a regulator, or if it does not make the terms less favourable to you. After the Minimum Term, updates apply from the date in our notice. If an update makes the terms materially less favourable to you, you may end the Agreement by giving notice before the update takes effect, without paying the Early Exit Amount or any Monthly Fees after the date it ends.

20.3 Any other change to the Agreement must be agreed in writing (email is enough) by both of us.

21. Notices

21.1 Notices under the Agreement must be in writing and sent by email. We will send notices to the email address in your Order or any other address you give us in writing. You must send notices to [email protected].

21.2 An email notice is treated as received at the time it is sent, or, if sent after 5pm or on a day that is not a Business Day, at 9am on the next Business Day, unless the sender receives a message saying it was not delivered.

21.3 Notices about legal proceedings must also be sent by post to the other party’s registered office or, for a business without one, its address for service or main place of business (for us, [VIRTUAL OFFICE ADDRESS]).

22. Entire agreement

22.1 The Agreement is the whole agreement between us about its subject matter and replaces any earlier arrangement, understanding or agreement about it.

22.2 Each of us agrees that it has not relied on any statement, promise or representation that is not set out in the Agreement, including anything in a Preview, audit or marketing material. Nothing in this clause limits liability for fraud.

22.3 If there is a conflict between these terms and the DPA about personal data, the DPA wins. Otherwise these terms win.

23. General

23.1 If a court decides that any part of the Agreement is invalid or unenforceable, the rest of the Agreement stays in force, and the affected part applies with the minimum change needed to make it valid.

23.2 If either of us does not enforce a right straight away, that does not mean it has given up the right.

23.3 Nothing in the Agreement creates a partnership, agency or employment relationship between us.

23.4 No one other than you and us has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

24. Law and disputes

24.1 If you have a complaint or dispute, please email us first or use https://padon.ai/complaints. We will try to resolve it within 30 days.

24.2 The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, are governed by the law of England and Wales.

24.3 The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.