Terms of Service

Introduction

These Terms of Service set out the terms under which Cedar Vertex provides digital design, development, consultancy and related services to clients and visitors of this website.

By using this website or engaging Cedar Vertex for services, you agree to these Terms. Where a separate written proposal, statement of work, quote, contract or agreement is entered into, that document will take precedence over any conflicting term in these Terms, to the extent permitted by law and the parties' written agreement.

About Cedar Vertex

Cedar Vertex is a Bristol-based digital design and technology business offering services such as website development, web and software development, UI/UX and product design, digital product development, technology consultancy, accessibility-focused design, SEO services, branding and graphic design, social media and digital design services, AI-assisted digital or product development, and other agreed digital or technology services.

Definitions

In these Terms, the following meanings apply: “Cedar Vertex” means the business providing the services; “Client” means the individual or organisation engaging Cedar Vertex for services; “Services” means the services described in a proposal, statement of work, quote or other agreed written arrangement; “Website” means this website and related online content; and “Deliverables” means any work product or outputs agreed to be provided under the applicable Services.

Using Our Website

You may use this Website for lawful purposes only. You agree not to:

• Misuse, interfere with or disrupt the Website or its services.
• Attempt unauthorised access to any part of the Website, systems or data.
• Introduce malicious code, viruses, malware or other harmful material.
• Use the Website for unlawful, fraudulent or deceptive activity.

Cedar Vertex aims to keep Website information accurate and up to date, but we do not guarantee that all statements, pricing, service descriptions or other content on the Website are complete, current or error-free at all times.

Our Services

Cedar Vertex provides digital design, development and related services on an agreed basis. The exact Services, deliverables, timelines, responsibilities and fees will typically be set out in a proposal, quotation, statement of work or other written agreement.

A proposal or quotation is not automatically a binding contract until accepted by both parties in writing, or otherwise agreed in a way consistent with the applicable proposal or contract.

Proposals, Quotes and Scope of Work

Any proposal, quote or statement of work provided by Cedar Vertex is subject to the terms stated in that document and these Terms. The agreed scope, deliverables, fees, timescales, assumptions, dependencies, approval steps and any third-party costs should be documented clearly.

Additional work outside the agreed scope may require a revised proposal, additional fees or an amended timeline. Cedar Vertex may also need the Client to provide access, content, feedback, approvals, brand assets, credentials, account access, hosting details, APIs, domain information, testing access or other material in a timely manner.

Project timelines may depend on the Client's timely provision of the information and access required for the Services. Where the Client delays or withholds approvals, content or access, delivery dates may need to be revised.

Client Responsibilities

The Client is responsible for providing accurate information, timely approvals, relevant content, required assets, access credentials and any other cooperation needed for the project to proceed.

The Client must ensure that it has the rights to any materials, content, images, text, data, brand assets, code, trademarks, licensed assets or other information it provides to Cedar Vertex. Cedar Vertex is not responsible for checking or verifying the legal ownership or licensing of materials supplied by the Client, except where expressly agreed in writing.

Payments and Fees

Fees, payment terms and any deposit, milestone or other payment arrangement will be stated in the applicable proposal, quote, invoice or written agreement.

Where a proposal or invoice states a payment period, payment is due within that period unless otherwise agreed. Additional work, revisions outside the agreed scope, third-party costs, rush requests, extra consultancy or additional services may be charged separately.

Where a Client does not pay amounts due when required, Cedar Vertex may suspend work, delay delivery or withhold transfer or licensing of applicable final deliverables to the extent permitted by the written agreement and applicable law.

Changes to Project Scope

If the Client requests changes to the agreed scope of work, Cedar Vertex may revise the project plan, delivery schedule, fees or deliverables as appropriate. Any material change should be agreed in writing before work proceeds.

Project Delays

Cedar Vertex will aim to meet agreed delivery dates, but timings may be affected by factors outside our reasonable control, including delays in receiving approvals, content, assets, feedback, access, infrastructure or third-party services.

In such circumstances, Cedar Vertex may extend timelines reasonably, provided that the delay is not caused by Cedar Vertex's failure to perform its agreed responsibilities.

Intellectual Property

The Client retains ownership of any Client-owned materials that it provides to Cedar Vertex, including pre-existing content, brand assets, documents, data and other materials that the Client lawfully owns and provides for the project.

Cedar Vertex retains ownership of its pre-existing tools, frameworks, templates, processes, know-how, reusable components, internal methods, non-project-specific materials and other intellectual property unless otherwise expressly agreed in writing.

Ownership and licensing of final Deliverables will be governed by the applicable proposal, statement of work, contract or written agreement. Unless expressly stated otherwise, Cedar Vertex does not automatically transfer all rights in every deliverable to the Client regardless of payment status.

Third-party assets, open-source components, libraries, plugins, frameworks, templates and similar items remain subject to their respective licences. Cedar Vertex may use general skills, knowledge, techniques and non-confidential know-how developed during a project, provided this does not disclose confidential Client information.

Where payment is outstanding, Cedar Vertex may withhold delivery, transfer or licensing of applicable final Deliverables to the extent permitted by the applicable agreement and applicable law.

Client Materials and Content

The Client is responsible for ensuring that any materials, content, text, images, logos, data, code, media, assets or other information it provides to Cedar Vertex do not infringe the rights of any third party and are suitable for the agreed project purpose.

Cedar Vertex may review, edit, refine, adapt, reorganise or repurpose content where reasonably necessary to deliver the Services, but this does not transfer ownership of Client-owned materials unless expressly agreed.

Third-Party Services

Cedar Vertex may use or integrate third-party services such as hosting providers, domain providers, cloud services, APIs, payment providers, analytics tools, CMS platforms, plugins, AI tools, communication platforms and other software or service providers where relevant to the Services.

These third-party services may have their own terms, pricing, availability, support limits, privacy practices and restrictions. The Client is responsible for reviewing and accepting any separate terms that apply to those services where applicable.

AI-Assisted Work

Cedar Vertex may use AI-assisted tools during design, development, research, content production, debugging or other digital work where appropriate.

AI-assisted outputs may require human review, testing, editing, refinement or validation before being used in a production or client environment. Cedar Vertex does not guarantee that every AI-assisted output will be error-free or suitable for every purpose without review.

Client confidentiality and applicable data protection obligations still apply to AI-assisted work. Cedar Vertex will not intentionally use confidential Client information with an AI service where doing so would breach an applicable confidentiality obligation or agreed restriction.

Website and Software Availability

Cedar Vertex will use reasonable care to maintain the Website and any agreed Services, but availability, uptime, performance and access may vary depending on hosting, connectivity, software dependencies, third-party providers, maintenance windows and other factors.

While Cedar Vertex aims to provide a reliable service, no system is guaranteed to be free from interruption, defects or maintenance requirements. Where a service is hosted by a third party, that third party's availability and limitations may also apply.

Accessibility

Cedar Vertex is committed to accessible digital design and development practices where reasonably possible. However, accessibility is a continuous process and the level of accessibility achieved for any project will depend on the agreed scope, the Client's content, the chosen technologies and the relevant requirements applicable to the project.

Cedar Vertex will use reasonable efforts to apply accessibility best practices in the design and implementation of agreed Services, but no statement of compliance can be guaranteed for every platform, browser, device, content source or third-party integration.

Confidentiality

Cedar Vertex will hold confidential information supplied by the Client in confidence and will use it only for the purposes of delivering the agreed Services, except where disclosure is required by law, court order or professional obligations.

Each party should identify confidential information as such where reasonably possible. Cedar Vertex may retain and use general knowledge, experience, methods and techniques developed during the project, provided it does not disclose specific confidential Client information.

Data Protection and Privacy

Cedar Vertex handles personal information in line with applicable data protection law and the Cedar Vertex Privacy Policy, available at/privacy-policy.

The Client is responsible for ensuring that any personal data it sends to Cedar Vertex is provided lawfully and with appropriate consent or lawful basis where required.

Warranties and Disclaimers

Cedar Vertex will perform the Services with reasonable care and skill consistent with industry practice and the agreed scope of work.

Except where expressly stated in a written agreement, Cedar Vertex does not guarantee specific commercial results, rankings, traffic, conversions, lead generation, revenue, audience growth or other business outcomes. Any such outcomes depend on many factors beyond Cedar Vertex's control.

To the extent permitted by applicable law, Cedar Vertex excludes any implied warranties or conditions that are not expressly stated in the applicable agreement, except those that cannot lawfully be excluded.

Limitation of Liability

Cedar Vertex's total liability arising from the Services, the Website or these Terms will be limited to the fees actually paid for the relevant Services, or such other amount as may be stated in the applicable written agreement, where applicable.

Cedar Vertex will not be liable for indirect, incidental, consequential, special or punitive losses, including loss of business, loss of revenue, loss of goodwill, loss of opportunity or loss of data, except where such loss arises from Cedar Vertex's gross negligence, wilful misconduct or fraud.

Indemnity

The Client agrees to indemnify and hold Cedar Vertex harmless from and against claims, losses, costs or liabilities arising from the Client's misuse of the Services, unlawful content, breach of third-party rights, failure to obtain required permissions, or other conduct by the Client that causes harm, loss or legal claim.

This indemnity does not apply to claims arising from Cedar Vertex's own negligence, misconduct or failure to perform the Services with reasonable care and skill.

Suspension or Termination

Either party may terminate the Services where permitted by the applicable agreement and applicable law. Where termination occurs, the Client remains responsible for work properly completed and any approved or incurred costs up to the termination date.

Certain provisions, including those relating to confidentiality, intellectual property, payment obligations, liability allocations, dispute resolution and any other provisions that by their nature are intended to continue after termination, will continue in force where appropriate.

Cancellation

Cancellation rights and procedures will depend on the terms of the applicable proposal, statement of work or agreement. Where a project is cancelled, the Client remains responsible for any work already completed, approved or committed by Cedar Vertex, along with any non-refundable or agreed charges in the relevant agreement.

Force Majeure

Cedar Vertex will not be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including acts of God, extreme weather, strikes, labour disruption, supply chain disruption, cyber incidents, pandemic, public health measures, government action, internet or telecommunications failures, or the failure of third-party services or infrastructure on which the Services depend.

Links to Third-Party Websites

The Website may contain links to external websites or resources operated by others. Cedar Vertex is not responsible for the content, accuracy, availability, privacy practices or terms of those third-party websites.

Changes to These Terms

Cedar Vertex may update these Terms from time to time to reflect changes in our Services, legal requirements, business practices or regulatory expectations. Any material update will be posted on this page with a revised “Last updated” date.

Continued use of the Website or the Services after such changes are made will indicate your acceptance of the updated Terms.

Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales, unless applicable law requires otherwise.

Any dispute arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of England and Wales, unless a different forum is required by applicable law.

Where a customer is a consumer, nothing in these Terms is intended to remove or restrict any rights that cannot lawfully be excluded or restricted under applicable UK consumer protection law.

Contact Information

If you have any questions about these Terms of Service, the Website, or the Services, please contact Cedar Vertex athello@cedarvertex.com.