Important Docs
Terms & Conditions
Terms & Conditions
By Raccoon Web Ltd
Date: 15th September 2025
Last Updated: 15th September 2025
Raccoon Web Ltd
Company No. 16488952
Registered Address: 3rd Floor, 86–90 Paul Street, London, England, United Kingdom, EC2A 4NE
Email: hello@raccoonweb.co.uk
All rights reserved.
Raccoon Web Ltd General Terms & Conditions
Last updated: 17th September 2025
1. Definitions and Interpretation
1.1 In these terms and conditions:
Additional Services Agreement means any supplementary addendum to this Agreement for the provision of Additional Services.
Additional Services means the services agreed to be provided by Raccoon Web Ltd as specified in an Additional Services Agreement.
Agreement means the agreement between Raccoon Web Ltd and the Client incorporating (i) these terms and conditions, (ii) any Data Processing Terms (if applicable), (iii) any Scope of Work, and (iv) any Additional Services Agreement.
Business Day means any day other than a Saturday, Sunday or public holiday in England and Wales.
Client means the person or entity named in the relevant Contract, Contractor Agreement or Scope of Work purchasing Services from Raccoon Web Ltd.
Client Content means all information, data and other content provided by the Client for incorporation into the Deliverables (including copy, images, logos and trademarks).
Deliverables means the results of the Services supplied by Raccoon Web Ltd to the Client in whatever form, including any code, documentation, design work or website produced in accordance with this Agreement, but excluding Client Content.
Error means any material failure of the Deliverables to comply with the Scope of Work.
Hosting Services means hosting of the Deliverables on a third‑party internet service provider’s (ISP) server, if such services are agreed.
Initial Services means the Retained Services and/or Project Services agreed to be provided by Raccoon Web Ltd.
IPR means all intellectual property rights of any description, whether registered or unregistered, including copyright, patents, design rights, database rights, trademarks, trade names, domain names, goodwill, rights in confidential information and know‑how, and applications for any such rights.
Fees means the fees payable by the Client for the Services as specified in the Commercial Terms Sheet, the Scope of Work or any Additional Services Agreement.
Scope Creep means work on the Services which exceeds estimated timescales or assumptions in the Scope of Work.
Raccoon Web Ltd or Company means Raccoon Web Ltd, Company No. 16488952.
Project Services means any project‑based Services.
Retained Services means on‑going services such as hosting, digital marketing, maintenance and any other services set out in the Commercial Terms Sheet or Additional Services Agreement.
Scope of Work means a document prepared by Raccoon Web Ltd detailing the Services and Deliverables to be provided; it supersedes any previous proposal.
Services means the Initial Services and any Additional Services.
Third Party ISP(s) means third‑party internet service providers used by Raccoon Web Ltd to provide the Hosting Services.
1.2 Section headings are for ease of reference and do not affect interpretation. Words in the singular include the plural and vice versa; references to any gender include all genders; references to a person include individuals, partnerships, companies and associations.
1.3 References to a party include its personal representatives and successors. The words “other”, “including” and “in particular” shall not limit the generality of preceding words.
2. Services
2.1 Subject to payment of the Fees and the provision of Client Content, Raccoon Web Ltd will supply the Services and Deliverables in accordance with this Agreement.
2.2 Before starting the Initial Services, the Client must pay any non‑refundable deposit specified in the Commercial Terms Sheet or Scope of Work. Work will not commence until the Client has accepted the Scope of Work in writing, signed this Agreement and paid any deposit.
2.3 The Client acknowledges that time and resources are allocated based on estimates in the Scope of Work. Failure to provide timely information or instructions may cause delays and adjustments to Fees.
2.4 Any dates or times for performance are estimates; time is not of the essence. Raccoon Web Ltd is not liable for delays.
2.5 Requests for Additional Services during delivery of Initial Services may impact estimated delivery dates; Raccoon Web Ltd may adjust delivery dates accordingly.
3. Variation to Scope of Work, Services and Terms
3.1 These terms apply to the exclusion of any other terms of the Client.
3.2 Raccoon Web Ltd may amend these terms from time to time.
3.3 If the Client wishes to amend the Scope of Work, they must notify Raccoon Web Ltd. Any amendment may result in revised estimates, Fees and timelines; Raccoon Web Ltd is not required to proceed with amendments until the Client accepts any revised Fees in writing.
3.4 Service Levels
Working Hours: Monday–Friday 09:00–17:30 UK time (excl. public holidays).
Response: Low 2 Business Days; Medium 1 Business Day; High 4 business hours.
Resolution (best-efforts): Low 10 Business Days; Medium 5 Business Days; High 1 Business Day.
Exclusions: No SLA where the Client has not provided timely access/approvals; where issues arise from third-party hosting, software, or updates; or where the request is outside scope.
Out-of-hours: At Raccoon Web Ltd’s discretion and charged at overtime rates.
3.5 Raccoon Web Ltd may refuse proposed changes to the Scope of Work at its discretion.
3.6 Scope Creep & Change Control Clause
Change Control
Any request by the Client to amend, extend, or vary the agreed Scope of Work must be submitted in writing.
Upon receiving such a request, the Raccoon Web Ltd will:
Review the request and assess its impact on time, cost, and resources;
Provide the Client with a revised estimate of Fees, timelines, and deliverables;
Confirm in writing whether the Raccoon Web Ltd accepts or declines the request.
The Raccoon Web Ltd is not obliged to carry out any change until the Client has:
Accepted the revised Fees and timelines in writing; and
Paid any additional deposit or upfront payment required.
Where the Client makes repeated or excessive requests outside the Scope of Work without prior agreement, such activity shall be deemed Scope Creep, and the Raccoon Web Ltd may:
Suspend work until additional Fees are agreed; or
Charge at its standard day or hourly rates for the additional work.
3.7 Additional Services will not commence until the Client has accepted the relevant Scope of Work, paid any deposit and signed any required Additional Services Agreement.
3.8 Raccoon Web Ltd may correct typographical or clerical errors in any document without liability.
3.9 No variation of this Agreement is effective unless in writing and signed by both parties.
4. Correction of Errors
4.1 If the Client notifies Raccoon Web Ltd of any Errors, Raccoon Web Ltd will endeavour to correct them.
4.2 If the Client requests changes outside the Scope of Work, clause 3.3 applies.
4.3 If Raccoon Web Ltd cannot correct an Error, it may refund the Client proportionally for that deliverable, less the cost of other work completed.
4.4 If an Error is due to the Client’s act or omission, Raccoon Web Ltd may charge for assistance at its current rates; if the Client will not pay, Raccoon Web Ltd is not obligated to assist.
5. Client Obligations
5.1 The Client agrees to:
Pay the Fees and all other sums due.
Fully cooperate with Raccoon Web Ltd.
Provide and maintain suitable equipment and services to access the Deliverables, unless Raccoon Web Ltd has agreed to supply hosting.
Act in good faith at all times.
Keep passwords secret.
Not interfere with the operation of the Deliverables.
Use the Deliverables only in accordance with any licence granted and applicable laws.
5.2 The Client acknowledges that Raccoon Web Ltd’s performance depends on the Client’s timely cooperation and provision of accurate Client Content and information.
5.3 If the Client fails to supply required content or information, Raccoon Web Ltd may (i) cease providing Services and charge for work completed and wasted expenditure, or (ii) revise the Scope of Work with adjusted Fees at the Client’s cost.
6. Client Content
6.1 The Client is responsible for any Client Content submitted and must obtain all necessary rights and permissions.
6.2 Raccoon Web Ltd may refuse or remove any Client Content that is offensive, illegal or infringing.
6.3 If the Deliverables are a website or similar, Raccoon Web Ltd does not control content posted by visitors and does not monitor such content.
6.4 The Client indemnifies Raccoon Web Ltd against all claims, losses and liabilities arising from Raccoon Web Ltd’s use of Client Content.
7. Fees
7.1 Unless otherwise specified, Fees are calculated on a time‑and‑materials basis at Raccoon Web Ltd’s current rates, which may change; timesheets kept by Raccoon Web Ltd are conclusive and binding.
7.2 All quoted Fees are estimates, not fixed fees, and may change due to Scope Creep or changes in assumptions; estimated Fees are subject to review and adjustment.
7.3 Raccoon Web Ltd may increase Fees due to scope creep, changed assumptions, further amendments to Deliverables, Client changes of mind after approval, provision of Additional Services, renewal of hosting services, or Client delays.
7.4 Increases under clause 7.3 will be charged on a time‑and‑materials basis at current rates and invoiced monthly.
7.5 Raccoon Web Ltd’s rates may change from time to time.
7.6 Any expenses or third‑party costs will be invoiced to the Client at the rate imposed by the relevant third party.
8. Payment
8.1 Raccoon Web Ltd will invoice the Client according to any stage payments specified in the Commercial Terms Sheet or Additional Services Agreement. Unless otherwise agreed, the final payment is due on completion of the Deliverables and before go‑live or delivery of assets.
8.2 The Client must pay all invoices on the date specified. Fees are exclusive of VAT and other taxes, which are payable by the Client.
8.3 If the Client fails to pay when due, Raccoon Web Ltd may (i) suspend the Services (including hosting); (ii) charge interest on overdue sums at the higher of (a) the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate) or (b) [the contractual rate, e.g. 8.5%], accruing daily; and (iii) recover reasonable debt-recovery costs as permitted by law.
8.4 Until all sums due are paid in full, Raccoon Web Ltd retains possession of any documents and title to the Deliverables.
8.5 Time is of the essence for payment; the Client must pay without deduction or set‑off except as required by law.
9. Data Protection & GDPR Compliance
9.1 The Client and Raccoon Web Ltd acknowledge that, for the purposes of applicable data protection laws (including the UK GDPR and Data Protection Act 2018):
The Client acts as the Data Controller in relation to any personal data processed through the Deliverables;
Raccoon Web Ltd acts as a Data Processor in providing the Services.
9.2 Raccoon Web Ltd shall: (a) process personal data only on documented instructions of the Client; (b) ensure authorised persons are bound by confidentiality; (c) implement appropriate technical and organisational security measures; (d) not transfer personal data outside the UK/EEA without the Client’s prior written consent and appropriate safeguards; (e) notify the Client without undue delay and, where feasible, within 48 hours of becoming aware of a personal data breach; (f) assist with data subject requests, DPIAs and consultations with the ICO where reasonably possible; (g) maintain records of processing and make them available on reasonable notice; (h) permit audits (no more than once annually, on reasonable notice, protecting confidentiality).
9.3 The Client warrants that it has all necessary rights and lawful bases for providing personal data to Raccoon Web Ltd for processing under this Agreement.
9.4 Sub-processors. Raccoon Web Ltd may appoint sub-processors and shall flow-down equivalent obligations; it will maintain a list of sub-processors and notify the Client of material changes.
9.5 Return/Deletion. On termination, at the Client’s option, Raccoon Web Ltd shall delete or return personal data, unless retention is required by law.
9.6 Schedule – Data Processing Terms. Details of subject matter, duration, nature/purpose of processing, categories of data subjects and personal data, and security measures are set out in Schedule [DPA].
10. Intellectual Property Rights
10.1 All IPRs in the Deliverables and any methodologies or technologies used in providing the Services remain with Raccoon Web Ltd or its licensors.
10.2 If any such IPRs are inadvertently acquired by the Client, the Client assigns those rights to Raccoon Web Ltd.
10.3 Subject to payment of the Fees and compliance with this Agreement, Raccoon Web Ltd grants the Client a non‑transferable, non‑exclusive licence to use the Deliverables for its business.
10.4 Ownership of Client Content remains with the Client; the Client grants Raccoon Web Ltd a licence to use Client Content for the Services.
10.5 Raccoon Web Ltd waives any moral rights in copyright works created under this Agreement.
10.6 Nothing prevents Raccoon Web Ltd from using expertise developed during performance of this Agreement.
10.7 None of the Client’s rights or licences are sublicensable without Raccoon Web Ltd’s consent.
10.8 The Client must not access or reverse engineer the source code of the Deliverables; breach is a material breach.
11. Support and Maintenance
Unless specifically agreed in the Scope of Work or Commercial Terms Sheet, Raccoon Web Ltd does not provide support or maintenance services.
12. Data Migration
12.1 If Raccoon Web Ltd assists with data migration, it is charged at current rates.
12.2 Raccoon Web Ltd cannot guarantee data migration timing; any indications are estimates and subject to review.
13. Hosting Services
13.1 Hosting Services will be provided using servers of third‑party ISPs.
13.2 Raccoon Web Ltd selects reputable ISPs but is not responsible for interruptions caused by third parties.
13.3 Deliverables may be moved to a different ISP when necessary.
13.4 Either party may terminate hosting on three months’ written notice.
13.5 Hosting is charged monthly at current rates.
13.6 Hosting may be suspended for non‑payment.
13.7 Hosting may be terminated if circumstances prevent provision.
14. Limitation of Liability
14.1 Subject to clause 14.4, Raccoon Web Ltd’s aggregate liability is limited to the total Fees paid by the Client.
14.2 Raccoon Web Ltd is not liable for:
loss of profit, revenue, savings, goodwill, data, or business opportunity;
indirect, special, or consequential losses;
losses arising from third-party software, plug-ins, APIs, or services (including hosting providers);
losses caused by SEO performance, search engine ranking changes, or algorithm updates;
downtime, errors, or interruptions caused by third-party hosting, internet service providers, or software updates;
issues resulting from the Client’s failure to provide timely approvals, accurate information, or required content.
14.3 Raccoon Web Ltd is not responsible for:
Backups of Client Content or Deliverables unless specifically agreed in writing;
Security of third-party accounts, hosting logins, or domain settings managed directly by the Client;
Errors caused by Client or third-party modifications to the Deliverables.
14.4 These exclusions apply whether or not the loss was foreseeable and whether Raccoon Web Ltd was informed of the possibility.
14.5 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability which cannot legally be excluded or limited.
14.6 Except as provided here, all other warranties or conditions are excluded.
15. Limitation Period for Claims
Any claims must be brought within one year of the act or event giving rise to the claim or when the claimant knew or ought to have known of the facts, whichever is later.
16. Force Majeure
Neither party is liable for failures or delays caused by circumstances beyond its reasonable control (e.g., acts of God, war, civil commotion) that cannot reasonably be prevented or overcome. If such events prevent performance for more than three months, either party may terminate this Agreement on one month’s written notice.
17. Confidentiality
17.1 Each party will treat as confidential all business, finance, technology and affairs of the other for five years after termination.
17.2 Each party will use at least the same degree of care to protect the other’s Confidential Information as it does for its own.
17.3 Parties will promptly notify each other of any misuse or unauthorised disclosure.
17.4 These obligations do not apply to information that becomes public, is obtained without breach, or must be disclosed by law.
17.5 The parties will comply with any applicable data processing terms and privacy legislation.
18. Termination
18.1 Either party may terminate this Agreement with one month’s written notice, except for Retained Services, which require three months’ notice.
18.2 Raccoon Web Ltd may terminate immediately if the Client materially breaches this Agreement (including failure to pay), behaves in a threatening or abusive manner, or if Raccoon Web Ltd believes the relationship has irreparably broken down.
18.3 The Client may terminate if Raccoon Web Ltd materially fails to provide the Services and does not remedy such failure within 30 days.
18.4 Either party may terminate if the other enters insolvency proceedings or similar.
19. Consequences of Termination
19.1 On termination, the Client must immediately pay all Fees and expenses due.
19.2 Upon termination (except under clause 18.2) and once all payments are made: (i) the Client’s continued use of Deliverables is subject to the licence granted in clause 10; (ii) Raccoon Web Ltd will return Client Content and supply an electronic copy of the Deliverables; and (iii) Raccoon Web Ltd will assist transfer of Deliverables to another provider at the Client’s cost.
19.3 If termination is due to the Client’s material breach, the Client’s licences terminate immediately and it must cease use of the Deliverables.
19.4 Each party must return or destroy Confidential Information at the other party’s request.
19.5 Termination does not affect rights accrued up to termination and certain clauses (e.g., Intellectual Property Rights and Limits on Liability) continue.
20. Publicity
20.1 The Client agrees that Raccoon Web Ltd may:
reference the Client as a client in proposals, presentations, and marketing materials;
showcase the Deliverables (including screenshots, case studies, and statistics) in its portfolio, website, and social media;
include a discreet “Designed & Developed by Raccoon Web Ltd” credit and/or logo in the footer of the Deliverables, unless otherwise agreed in writing.
20.2 The Client grants Raccoon Web Ltd a royalty-free, worldwide licence to use the Client’s name, logo, and brand marks solely for the purposes of promoting the Services and Deliverables.
20.3 Testimonials, reviews, or case studies may be requested from the Client, but the Client is under no obligation to provide them.
21. Sub-contract
21.1 Raccoon Web Ltd may delegate or subcontract provision of the Services to third parties without the Client’s consent.
21.2 Raccoon Web Ltd remains responsible for performance.
21.3 The Client must not solicit or hire Raccoon Web Ltd’s employees, subcontractors or consultants during the Agreement and for 18 months thereafter.
21.4 The Client must not contract directly with any Raccoon Web Ltd subcontractor employee in a way that circumvents Raccoon Web Ltd’s entitlement to Fees.
22. Non-Solicitation
22.1 The Client shall not, without Raccoon Web Ltd’s prior written consent, directly or indirectly solicit for employment, contract, or engagement any employee, consultant, or subcontractor of Raccoon Web Ltd involved in the Services during this Agreement and for 18 months after termination.
22.2 If breached, the Client shall pay liquidated damages equal to 12 months of the individual’s last annual remuneration (or average fees if a contractor).
22.3 This clause does not prevent (a) hiring individuals who respond to a genuine public job advertisement without prior solicitation; or (b) individuals independently applying to the Client without a breach of 22.1.
23. Warranties
23.1 Each party warrants that it has the right and authority to enter into this Agreement.
23.2 Except to the extent the Deliverables incorporate Client Content, each party warrants it has sufficient rights in items delivered under this Agreement.
23.3 The Client warrants that Client Content is adequate and Raccoon Web Ltd is not liable for the Client Content.
23.4 If the Client does not procure hosting from Raccoon Web Ltd, the Client warrants it has sufficient resources to host the Deliverables.
23.5 Raccoon Web Ltd makes no warranty regarding third‑party software or plug‑ins and accepts no liability for them.
23.6 Raccoon Web Ltd makes no warranty to resolve errors caused by browser or device updates released after completion.
23.7 Except as expressly set out, all other warranties or conditions are excluded to the fullest extent permitted by law.
24. Insurance
24.1 Raccoon Web Ltd shall maintain Professional Indemnity insurance of not less than £1,000,000 per claim and Public Liability insurance of not less than £1,000,000, and will provide evidence of cover upon reasonable request.
25. Acceptance & Sign off
25.1 On delivery of any Deliverables, the Client shall review and notify Raccoon Web Ltd of any material Errors within 5 Business Days.
25.2 If no notice is given within that period, the Deliverables shall be deemed accepted.
25.3 Post-acceptance changes are chargeable in accordance with clause 3 (Change Control) and clause 7 (Fees).
26. Dispute Resolution / Mediation
26.1 The parties shall escalate any dispute to senior representatives and negotiate in good faith for 10 Business Days.
26.2 If unresolved, the parties shall attempt to settle the dispute by mediation under the CEDR Model Mediation Procedure (or similar) before commencing court proceedings.
26.3 Nothing prevents either party seeking urgent injunctive or equitable relief.
27. General
27.1 Nothing in this Agreement creates a partnership, joint venture or employment relationship.
27.2 This Agreement constitutes the entire agreement between the parties and supersedes previous agreements; in case of conflict, the Scope of Work prevails.
27.3 Each party confirms it has not relied on any statement not expressly set out in this Agreement.
27.4 No failure or delay by a party in exercising any right operates as a waiver.
27.5 If any provision is held invalid or unenforceable, it will not affect other provisions.
27.6 This Agreement confers no rights on any third party.
27.7 Parties will do all acts necessary to give full effect to this Agreement.
27.8 Neither party may assign or transfer its rights or obligations without the other’s consent.
27.9 This Agreement is governed by the laws of England and the courts of England and Wales have exclusive jurisdiction.
27.10 Rights and remedies are cumulative and additional to law; variations must be in writing.
27.11 Notices must be in writing and served by post or email; the service address is as set out in the Commercial Terms Sheet or otherwise notified.
Contact
Raccoon Web Ltd
3rd Floor, 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE
Email: hello@raccoonweb.co.uk
Website: www.raccoonweb.co.uk