Terms & Conditions

These Terms and Conditions are the standard terms for the provision of services by Nick Spalding Ltd, trading as The Growth Agency, a private Limited Company registered in England under number 9590523 whose registered address is The Quadrant Centre, Limes Road, Weybridge, Surrey KT13 8DH and whose main trading address is 29 Heronslee, Shefford, Bedfordshire, SG17 5FQ.

1.    Definitions and Interpretation 

1.1    In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday;

“Calendar Day” means any day of the year;

“Contract” means the contract for the provision of

Services, as explained in Clause 3;

“Deposit” means an advance payment made to Us under sub-Clause 5.5;

“Intellectual Property Rights” means copyright (and related rights), designs, patents, trade marks, and all other intellectual property rights that may exist in anything that We may create or produce as part of the Services.  This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant);

“Month” means a calendar month;

“Price” means the price payable for the Services;

“Services”  means the services which are to be provided by Us to you as specified in your Quotation (and/or confirmed in Our Order Confirmation);

“Special Price” means a special offer price payable for Services which We may offer from time to time;

“Order” means your order for the Services provided;

“Order Confirmation” means Our acceptance and confirmation of your Order as described in Clause 3;

“We/Us/Our” Means Nick Spalding Ltd, trading as The Growth Agency a private Limited Company registered in England under number 9590523 whose registered address is The Quadrant Centre, Limes Road, Weybridge, Surrey KT13 8DH and whose main trading address is 29 Heronslee, Shefford, Bedfordshire, SG17 5FQ.

1.2    Each reference in these Terms and Conditions to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.

2.    Information About Us

2.1    Nick Spalding Ltd, trading as The Growth Agency, a Private Limited Company registered in England & Wales under number 9590523 whose registered address is The Quadrant Centre, Limes Road, Weybridge, Surrey, KT13 8DH and whose main trading address is 29 Heronslee, Shefford, Bedfordshire, SG17 5FQ.

2.2    Our VAT number is GB 2126532 41

3.    The Contract

3.1    These Terms and Conditions govern the sale and provision of Services by Us and will form the basis of the Contract between Us and you.  Before submitting an Order, please ensure that you have read these Terms and Conditions carefully.  If you are unsure about any part of these Terms and Conditions, please ask Us for clarification.

3.2    Nothing provided by Us including, but not limited to, sales and marketing literature, price lists and other documents constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at our discretion, accept.

3.3    A legally binding contract between Us and you will be created upon Our acceptance of your Order, which may be indicated by Our Order Confirmation.  Order Confirmations, where applicable, will be provided in writing.

3.4    We shall ensure that the following information is given or made available to you prior to the formation of the Contract between Us and you, save for where such information is already apparent from the context of the transaction:

3.4.1    The main characteristics of the Services;

3.4.2    Our identity (set out above in Clause 2) and contact details (as set out below in Clause 12);

3.4.3    The total Price for the Services including taxes or, if the nature of the Services is such that the Price cannot be calculated in advance, the manner in which it will be calculated;

3.4.4    The arrangements for payment, performance and the time by which (or within which) We undertake to perform the Services;

3.4.5    Our complaints handling policy;

3.4.6    Where applicable, details of after-sales services and commercial guarantees;

3.4.7    The duration of the Contract, where applicable, or if the Contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the Contract;

3.4.8    Where applicable, the functionality, including appropriate technical protection measures, of digital content;

3.4.9    Where applicable, any relevant compatibility of digital content with hardware and software that We are aware of or might reasonably be expected to be aware of.

4.    Orders

4.1    All Orders for Services made by you will be subject to these Terms and Conditions.

4.2    You may change your Order at any time before We begin providing the Services by contacting Us.  Requests to change Orders do not need to be made in writing.

4.3    If your Order is changed We will inform you of any change to the Price in writing.

4.4    You may cancel your Order within 24 Hours of placing it.  If you have already made any payments to Us under Clause 5 (including, but not limited to the Deposit), subject to sub-Clause 5.6, the payment(s) will be refunded to you as soon as is reasonably possible, and in any event within 14 Calendar Days of Our acceptance of your cancellation.  If you request that your Order be cancelled, you must confirm this in writing.  If you wish to cancel the Services after this time period, or once We have begun providing the Services, please refer to Clause 11.

4.5    We may cancel your Order at any time before We begin providing the Services due to the unavailability of required personnel or materials, or due to the occurrence of an event outside of Our reasonable control.  If such cancellation is necessary, We will inform you as soon as is reasonably possible.  If you have made any payments to Us under Clause 5 (including, but not limited to the Deposit), the payment(s) will be refunded as soon as is reasonably possible, and in any event within 14 Calendar Days of Us informing you of the cancellation.  Cancellations will be confirmed in writing.

5.    Price and Payment

5.1    The Price of the Services will be that shown in Our Current Price List in place at the time of your Order.  If the Price shown in your Order differs from Our current Price We will inform you upon receipt of your Order.

5.2    If We quote a Special Price which is different to the Price shown in Our current Current Price List, the Special Price will be valid for 30 Days or, if the Special Price is part of an advertised special offer, for the period shown in the quotation or advertisement.  Orders placed during this period will be accepted at the Special Price even if We do not accept the Order until after the period has expired.

5.3    Our Prices may change at any time but these changes will not affect Orders that We have already accepted.

5.4    All Prices exclude VAT.  If the rate of VAT changes between the date of your Order and the date of your payment, We will adjust the rate of VAT that you must pay.  Changes in VAT will not affect any Prices where We have already received payment in full from you.

5.5    Before We begin providing the Services, you may be required to pay a Deposit of 50% of the total Price for the Services.  The due date for payment of your Deposit will be included in the Order Confirmation.

5.6    In certain circumstances, if your Order is cancelled, your Deposit will be refunded in full or in part.  The amount due will be calculated based upon the Price for the Services, Our Current Price List, and the amount of work (if any) already undertaken by Us.  Please refer to sub-Clauses 4.4 and 4.5 if your Order is cancelled before the Services begin, or to Clause 11 if the Services are cancelled after they have begun.

5.7    The balance of the Price will be payable once We have provided the Services on a regular basis in advance, as stated in your quotation, during the provision of the Services.

5.8    We accept the following methods of payment:

5.8.1    Bank Transfer
5.8.2    Debit Card
5.8.3    Credit Card (Charges May Apply)
5.8.4    Cash (up to a maximum of £3,000.

5.9    Credit and/or debit cards will be charged in advance of services.

5.10    If you do not make payment to Us by the due date as shown in your quotation or subsequent invoice We may charge you interest on the overdue sum at the rate of 2  per annum above the base lending rate of The Bank of England  from time to time.  Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.  You must pay any interest due when paying an overdue sum.

5.11    The provisions of sub-Clause 5.10 will not apply if you have promptly contacted Us to dispute an invoice in good faith.  No interest will accrue while such a dispute is ongoing.

6.    Providing the Services

6.1    As required by law, We will provide the Services with reasonable skill and care, consistent with best practices and standards in the Design and Web Agency Services Industries and in accordance with any information provided by Us about the Services and about Us.

6.2    We will begin providing the Services on the date specified in your Order (and confirmed in Our Order Confirmation).

6.3    We will continue providing the Services for periods of time, agreed in advance.

6.4    We will make every reasonable effort to complete the Services on time (and in accordance with your Order).  We cannot, however, be held responsible for any delays if an event outside of Our control occurs.  Please see Clause 10 for events outside of Our control.

6.5    If We require any information or action from you in order to provide the Services, We will inform you of this as soon as is reasonably possible.  Examples of what we may require include: Remote Access to Web Services including Google, Hubspot, Shopify, Microsoft, EMail Server, Web Server.

6.6    If the information or action required of you under sub-Clause 6.5 is delayed incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result.  If additional work is required from Us to correct or compensate for a mistake made as a result of incomplete or otherwise incorrect information or action on your part, We may charge you a reasonable additional sum for that work.

6.7    In certain circumstances, for example where there is a delay in you sending Us information or taking action required under sub-Clause 6.5, We may suspend the Services (and will inform you of that suspension in writing).

6.8    In certain circumstances, for example where We encounter a technical problem, We may need to suspend the Services in order to resolve the issue.  Unless the issue is an emergency and requires immediate attention We will inform you in advance in writing before suspending the Services.

6.9    If the Services are suspended under sub-Clauses 6.7 or

6.8, you will not be required to pay for them during the period of suspension.  You must, however, pay any invoices that you have already received from Us by their due date(s).

6.10    If you do not pay Us for the Services as required by Clause 5, We may suspend the Services until you have paid all outstanding sums due.  If this happens, We will inform you in writing.  This does not affect Our right to charge you interest under sub-Clause 5.10.

7.    Problems with the Services and Your Legal Rights

7.1    We always use reasonable efforts to ensure that Our provision of the Services is trouble-free.  If, however, there is a problem with the Services We request that you inform Us as soon as is reasonably possible, preferably in writing but you do not need to contact Us in writing.

7.2    We will use reasonable efforts to remedy problems with the Services as quickly as is reasonably possible and practical.  

7.3    We will not charge you for remedying problems under this Clause 7 where the problems have been caused by Us, any of our agents or employees or sub-contractors.  If We determine that a problem has been caused by incorrect or incomplete information or action provided or taken by you, sub-Clause 6.6 will apply and We may charge you for remedial work.

7.4    You have certain legal rights with respect to the purchase of services.  For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office.  If We do not perform the Services with reasonable skill and care, you have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you, you have the right to a reduction in price.  If the Services are not performed in line with information that We have provided about them, you also have the right to request repeat performance or, if that is not possible or done within a reasonable time without inconvenience to you (or if Our breach concerns information about Us that does not relate to the performance of the Services), you have the right to a reduction in price.  If for any reason We are required to repeat the Services in accordance with your legal rights, We will not charge you for the same and We will bear any and all costs of such repeat performance.  In cases where a price reduction applies, this may be any sum up to the full Price and, where you have already made payment(s) to Us, may result in a full or partial refund.  Any such refunds will be issued without undue delay (and in any event within 14 calendar days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method.  In addition to your legal rights relating directly to the Services, You also have remedies if We use materials that are faulty or incorrectly described.

7.5    You have certain legal rights with respect to digital content.  If any work produced for you under these Terms and Conditions is supplied as digital content, these rights may apply to you.  For full details of your legal rights and guidance on exercising them, it is recommended that you contact your local Citizens Advice Bureau or Trading Standards Office.  Any digital content that We supply to you must be of satisfactory quality, it must be fit for purpose (where any such purpose has been made known to Us whether expressly or by implication), and it must match any description given by Us.  Due to the nature of digital content you are unable to reject digital content which does not comply with the above; however you may have the right to a repair or replacement or, if these are not possible, to a price reduction up to the full Price.  In cases where a price reduction applies and you have already made payment(s) to Us, you may be due a full or partial refund.  Any such refunds will be issued without undue delay (and in any event within 14 Calendar Days starting on the date on which We agree that you are entitled to the refund) and made via the same payment method originally used by you unless you request an alternative method.  If digital content provided by Us under these Terms and Conditions damages your device(s) as a result of Our failure to exercise reasonable skill and care, you also have the legal right to compensation for such damage which may take the form of a repair or replacement, or financial compensation.