Terms & Conditions of Service

Jerboa Media Ltd

Last updated: September 2026

These Terms govern all services provided by Jerboa Media Ltd, a company registered in England and Wales under company number 09028290, whose registered office is at 3rd Floor, Capital Tower, Greyfriars Road, Cardiff CF10 3AG ("Jerboa", "we", "us"), to the client ("Client", "you"). By engaging Jerboa, you agree to these Terms.

1. Who these Terms apply to

These Terms apply to business customers only. We do not contract with consumers. By engaging us you confirm you are acting for purposes relating to your trade, business, craft or profession.

Your contract is with Jerboa Media Ltd alone. No director, officer, employee, consultant or subcontractor of Jerboa contracts with you personally or assumes any personal duty of care to you, and clause 25 applies to any claim you might otherwise bring against them.

2. Formation

A contract is formed when you:

confirm acceptance in writing
instruct us to begin work
pay an invoice
or otherwise continue to engage us after receiving these Terms

A signed agreement is not required for these Terms to apply.

Where a proposal or statement of work conflicts with these Terms, the statement of work takes precedence for scope, fees and timing. These Terms take precedence for everything else.

3. Services and scope

Services may include strategy, consultancy, design, development, migration, accessibility work, hosting, support, retainer services or related work, as set out in the applicable statement of work.

Timelines are estimates and depend on your input. They are not guarantees, and time is not of the essence unless we agree otherwise in writing.

3.1 Change control

Work outside the agreed scope requires a written change order setting out the additional work, the fees and any effect on timing, agreed by both parties before that work begins. We are not obliged to start out-of-scope work without one.

4. Fees and payment

All fees are exclusive of VAT and are payable in pounds sterling unless the statement of work says otherwise. Where fees are agreed in another currency, you bear any exchange rate movement and any bank or conversion charges.

Third-party costs, including licences, hosting, plugins, fonts, stock assets and translation, are recharged at cost together with any handling charge stated in the statement of work.

Project fees are invoiced by instalment as set out in the statement of work
Retainers are invoiced monthly in advance
Payment terms are 30 days from the invoice date

4.1 Late payment

Without prejudice to our other rights, if an invoice is overdue we may:

suspend work immediately
withhold deliverables and undelivered work
charge interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998
terminate for material breach if payment remains outstanding 30 days after the due date

Suspension does not extend agreed timelines and does not relieve you of payment obligations.

5. Instalments and reserved capacity

Project fees may be split into instalments. Each instalment reflects work scheduled and commercial capacity reserved for you.

Once work has commenced, instalments for work performed and for capacity already reserved are payable and are not refundable.

Where a project is paused or delayed by you for more than 30 days, we may invoice for work completed and reserved capacity to date, and may release your slot in the schedule. Rescheduling is subject to availability and may be re-priced.

6. Acceptance and defects

We will provide deliverables for review where the statement of work says so.

You must provide written feedback within five working days of delivery. If no feedback is provided within this period, the deliverable is deemed accepted.

Where a defect attributable to us is reported within 90 days of acceptance, we will remedy it within a reasonable time at no additional cost. This is your primary remedy for defects in the deliverables as delivered. Deemed acceptance does not waive defects that were not reasonably discoverable on review.

7. Termination by you

You may terminate a project on written notice. If you terminate for any reason other than our material breach, the following become payable:

all work completed to the termination date, charged at the agreed rates
third-party costs we have committed on your behalf and cannot cancel
a capacity charge equal to 50 percent of the fees scheduled to fall due in the 60 days following termination, reflecting resource reserved for you that we cannot reasonably redeploy at short notice

We will take reasonable steps to redeploy reserved capacity and will reduce the capacity charge to the extent we succeed. All outstanding invoices become immediately due on termination.

8. Retainer services

Retainers secure our availability, priority and allocated capacity. They do not guarantee specific outputs unless the statement of work says so.

Unused retainer time expires at the end of each billing period and does not roll over.

Either party may end a retainer on three months' written notice. Retainer fees remain payable in full during the notice period. During the notice period we may, at our discretion, continue to provide services or invoice the remaining notice period fees and stand down.

9. Hosting and support services

Either party may terminate standalone hosting or support services on 30 days' written notice.

Unless a service level agreement is in place, hosting and support are provided on a reasonable endeavours basis during business hours. We do not warrant uninterrupted or error-free service.

Backup arrangements are as set out in the applicable service description. You remain responsible for maintaining your own copy of your content and data.

You must not use hosted services for unlawful material, to infringe third-party rights, or in a way that threatens the stability or security of shared infrastructure.

On termination we will make your data available for 30 days. Migration assistance beyond providing a data export is chargeable at our standard rates.

10. Suspension of services

We may suspend services immediately where:

invoices are overdue
required information, approvals or access are withheld
continued delivery would expose us to unreasonable commercial or legal risk

Suspension does not waive payment obligations.

11. Client responsibilities

You agree to:

provide accurate, complete and timely information
respond promptly to requests for feedback or approval
maintain the access and environments we need to perform the services
ensure that content and materials you supply do not infringe third-party rights or breach applicable law

You warrant that you have the rights to all material you supply, and you indemnify us against claims arising from that material.

Delays or failures by you may affect delivery timelines and fees.

12. Non-solicitation

For 12 months after the end of the services, you will not directly engage or solicit for engagement any subcontractor or supplier we introduced to you specifically for your project, without our prior written consent.

This does not apply to relationships you had before we introduced them, to responses to general advertising, or to suppliers you would have used in the ordinary course regardless of our involvement.

13. Intellectual property

All intellectual property rights in the deliverables remain our property until all invoices are paid in full.

On full payment, you are granted a perpetual, worldwide, non-exclusive licence to use, modify and develop the deliverables for your business.

We retain ownership of our pre-existing materials, tools, frameworks, code libraries and methodologies, and the right to reuse general knowledge, skills, techniques, processes and non-confidential elements.

Third-party components, including open source software, platform and plugin licences, fonts and stock assets, are supplied on their own licence terms. We do not own them and cannot grant rights in them.

If payment remains outstanding 30 days after the due date, we may revoke the licence on written notice and require the affected deliverables to be taken out of use.

14. Warranties

We warrant that the services will be performed with reasonable care and skill by suitably qualified people.

We do not warrant that deliverables will be uninterrupted or error-free, that they will remain compatible with future versions of third-party platforms, browsers or plugins, or that any particular commercial outcome will be achieved.

14.1 Accessibility work

Where we provide accessibility audits or remediation, we assess conformance against the standard and level stated in the statement of work, applied to the deliverables as delivered on the delivery date.

Accessibility conformance is affected by content added or changed after delivery, by third-party components and embeds, and by assistive technology behaviour outside our control. We do not warrant that any site will remain conformant after delivery, and we give no warranty against third-party claims or the view of any regulator.

Except to that extent, this clause does not limit the reasonable care and skill warranty above.

15. Third-party modification and onward development

We are not liable for any defects, failures, security issues, accessibility issues, losses or claims to the extent caused by:

modification of the deliverables by you or any third party
continued development, configuration or implementation by others
integration with third-party systems, platforms, plugins or software
failure to apply updates or security patches we have recommended

Our warranties do not apply to any part of the deliverables so affected. They continue to apply to the rest.

16. Data protection

Where we process personal data on your behalf, you are the controller and we are the processor. The data processing terms in Schedule 1 apply and form part of these Terms.

Each party will comply with applicable data protection law. We will:

process personal data only on your documented instructions
ensure that people authorised to process the data are subject to confidentiality obligations
apply appropriate technical and organisational security measures
engage sub-processors only under equivalent obligations and with notice to you
assist you with data subject requests and security obligations so far as reasonable
notify you of a personal data breach without undue delay
delete or return personal data on termination, and make available the information needed to demonstrate compliance

17. Client indemnity

You agree to indemnify and hold us harmless against all claims, losses, damages, costs and liabilities arising from:

material or content you supply
use of the deliverables outside the agreed scope or following termination
modification or onward development by you or any third party
representations you make regarding our involvement

This indemnity survives termination of the agreement.

18. Limitation of liability

Nothing in these Terms limits or excludes our liability for:

death or personal injury caused by negligence
fraud or fraudulent misrepresentation
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982
any other liability that cannot lawfully be limited or excluded

Subject to that, our total aggregate liability arising out of or in connection with the services is limited to the greater of:

the total fees paid by you in the 12 months preceding the claim, and
£250,000

Subject to the first paragraph of this clause, we are not liable for:

indirect or consequential losses
loss of profit, revenue, anticipated savings, data, goodwill or business opportunity
losses caused by viruses, malware, third-party software or integrations
delays or failures caused by third parties or by your acts or omissions

We maintain professional indemnity insurance appropriate to the services we provide. Details of our current cover are available to clients on request.

19. Termination and handover

We may terminate the agreement on one month's written notice, or immediately in the event of non-payment or material breach.

On termination we will, if you ask and your account is settled, provide a handover of the deliverables in the state they are in at that date. Handover work beyond providing files and access is chargeable at our standard rates.

Following termination we are not responsible for work performed by others, for the ongoing operation, performance or outcomes of the project, or for completing anything not delivered. Our obligations in respect of work we actually performed continue as set out in clauses 6, 14 and 18.

20. Attribution and representation

Following termination, you may not represent us as responsible for the project, its performance or its outcomes without our written agreement.

We may reference the work in our portfolio and marketing unless you have told us in writing not to.

21. Change of ownership, control and assignment

Neither party may assign or transfer this agreement without the other's written consent, not to be unreasonably withheld.

In the event of a merger, acquisition or change of control affecting you, this agreement continues and binds the acquiring entity. We may terminate on 30 days' written notice if we reasonably consider the change materially affects the arrangement.

All outstanding invoices must be settled prior to or upon completion of the transaction.

22. Confidentiality

Each party will keep the other's confidential information private and use it only for the purposes of the services.

This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law. This clause survives termination for three years.

23. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, industrial action, failure of utilities, internet or telecommunications, and failure of third-party platforms or hosting providers.

The affected party will notify the other promptly. Affected obligations are suspended for the duration of the event. If the event continues for more than 30 days, either party may terminate the affected services on written notice. Fees for work performed before termination remain payable.

24. Variation of Terms

We may update or amend these Terms. Updated Terms apply to:

all new engagements from their effective date, and
ongoing services 30 days after we notify you in writing

Where a material change adversely affects ongoing services, you may terminate the affected services by giving written notice within 14 days of the notification. All fees accrued or committed up to the termination date remain payable in full.

25. Claims against Jerboa only

You agree that any claim arising out of or in connection with the services, whether in contract, tort including negligence, misrepresentation, restitution or otherwise, may be brought only against Jerboa Media Ltd.

You will not bring any claim personally against any director, officer, employee, consultant or subcontractor of Jerboa. All advice, recommendations, statements and work are given by and on behalf of Jerboa Media Ltd. No individual assumes personal responsibility to you, and you agree not to rely on any individual as having done so.

Those individuals may enforce this clause under the Contracts (Rights of Third Parties) Act 1999. Nothing in this clause limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any other liability that cannot lawfully be limited.

26. Compliance with law

Each party will comply with all applicable laws, including the Bribery Act 2010 and applicable anti-slavery and human trafficking legislation, and will not engage in any activity that would constitute an offence under them.

Each party will maintain policies and procedures appropriate to its size and circumstances to ensure compliance with this clause, and will notify the other promptly on becoming aware of any actual or suspected breach of it in connection with the services.

27. General

Subcontracting. We may use subcontractors and remain responsible for their work.

Notices. Notices must be in writing and sent by email to the addresses on the most recent invoice or statement of work, or by post to the registered office. Email notices are treated as served on the next working day.

Entire agreement and non-reliance. These Terms, together with the applicable proposal or statement of work, constitute the entire agreement between the parties. You confirm that you have not relied on any statement, representation or assurance not set out in them. Nothing in this clause limits liability for fraudulent misrepresentation.

Severance. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, deleted. The remaining provisions continue in full force.

Third party rights. Except as set out in clause 25, a person who is not a party has no rights under the Contracts (Rights of Third Parties) Act 1999. The parties may vary or rescind these Terms without the consent of any person entitled to enforce clause 25.

Waiver. A failure or delay in exercising a right is not a waiver of it.

Disputes. The parties will attempt in good faith to resolve any dispute by discussion between senior representatives before commencing proceedings. This does not prevent either party seeking injunctive relief or pursuing an undisputed debt.

Governing law and jurisdiction. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Schedule 1: Data processing terms

This Schedule applies where Jerboa processes personal data on your behalf in the course of providing the services. You are the controller and Jerboa is the processor. Words and expressions used in this Schedule have the meanings given to them in applicable data protection law, which means the UK GDPR and the Data Protection Act 2018, and where relevant the EU GDPR.

1. Details of the processing

Subject matter. The provision of the services set out in the applicable statement of work.

Duration. The term of the engagement, together with the retention period set out in paragraph 9.

Nature and purpose. Hosting, storage, backup, migration, configuration, development, testing, support, maintenance and troubleshooting; analytics and tag configuration; email and messaging delivery; form, enquiry and search handling; and, where agreed, chatbot and automated response functionality. Processing is carried out only to the extent necessary to deliver the services.

Types of personal data. Depending on the services, this may include names, job titles and employer, email addresses, telephone numbers, postal addresses, account credentials and user identifiers, IP addresses and device identifiers, cookie and analytics identifiers, form and enquiry content, chatbot conversation content, and any personal data contained in your content, databases or systems to which we are given access.

Categories of data subject. Your website visitors, customers, prospective customers, enquirers, subscribers, employees and contractors, and any other individuals whose personal data is present in your content or systems.

Special category and criminal offence data. We do not require special category data or criminal offence data in order to deliver the services. You must not place such data in any system we can access without telling us in writing in advance, so that additional safeguards can be agreed.

2. Our obligations

We will:

process personal data only on your documented instructions, including in relation to transfers outside the UK, unless required to do otherwise by law, in which case we will inform you before processing unless the law prohibits it
immediately inform you if, in our opinion, an instruction infringes applicable data protection law
ensure that people authorised to process the personal data are subject to an appropriate duty of confidentiality
implement and maintain the technical and organisational measures described in paragraph 5
engage sub-processors only in accordance with paragraph 4
taking into account the nature of the processing, assist you by appropriate technical and organisational measures, so far as reasonably possible, in responding to requests from data subjects exercising their rights
assist you in ensuring compliance with your obligations relating to security, breach notification, data protection impact assessments and prior consultation, taking into account the nature of the processing and the information available to us
at your choice, delete or return the personal data at the end of the engagement in accordance with paragraph 9
make available to you the information reasonably necessary to demonstrate compliance with this Schedule, and allow for and contribute to audits in accordance with paragraph 10

3. Your obligations

You warrant that you have a lawful basis for the processing, that you have provided all required privacy information to data subjects, and that your instructions to us comply with applicable data protection law. You are responsible for the accuracy, quality and legality of the personal data you provide or make available to us.

You are responsible for the lawfulness of any cookies, tags, analytics, tracking or marketing tools deployed on your website, including those we configure at your instruction.

4. Sub-processors

You give us general written authorisation to engage sub-processors. Our current sub-processors are listed in Annex A.

We will give you at least 14 days' written notice before adding or replacing a sub-processor. You may object on reasonable data protection grounds within that period. If we cannot resolve the objection, either party may terminate the affected services on written notice, and fees for work performed up to termination remain payable.

We will impose on each sub-processor data protection obligations equivalent to those in this Schedule, and we remain fully liable to you for the performance of each sub-processor's obligations.

5. Security

We will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing.

Our current measures are set out in Annex B. We may update them from time to time provided the level of security is not materially reduced.

6. Personal data breach

We will notify you without undue delay, and in any event within 24 hours, after becoming aware of a personal data breach affecting personal data processed on your behalf.

The notification will describe, so far as known at the time, the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed. We will provide further information as it becomes available, and will co-operate with you and take reasonable steps to assist in investigating, mitigating and remediating the breach.

We will not notify a regulator or any data subject about a breach affecting your personal data unless you instruct us to do so or we are required to by law.

7. Data subject requests

We will notify you without undue delay if we receive a request from a data subject relating to personal data processed on your behalf, and will not respond to it ourselves except to confirm that the request should be directed to you, unless you instruct us otherwise or we are required to respond by law.

8. International transfers

We will not transfer personal data processed on your behalf to a country outside the UK without your prior written authorisation, except where a sub-processor listed in Annex A is located outside the UK, which constitutes such authorisation.

Where a transfer is made to a country without UK adequacy regulations, we will ensure an appropriate transfer mechanism is in place, which will be the International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, together with a transfer risk assessment where required.

9. Deletion and return

On termination of the services, and at your written request, we will return the personal data to you in a commonly used format or delete it, at your choice.

Unless you instruct otherwise, we will make the personal data available for 30 days following termination and will then delete it within a further 90 days, save for copies held in routine backups, which are deleted in accordance with our backup cycle, and any copies we are required to retain by law. Any personal data retained in backups remains subject to this Schedule until deleted.

10. Audit

We will make available to you, on reasonable written request and no more than once in any 12 month period unless required by a regulator or following a personal data breach, the information reasonably necessary to demonstrate compliance with this Schedule.

Where that information is not sufficient, you or an independent auditor appointed by you and reasonably acceptable to us may carry out an audit on at least 30 days' written notice, during business hours, subject to confidentiality obligations, and in a manner that does not unreasonably disrupt our business or compromise the confidentiality or security of our other clients' data. You will bear the cost of any such audit and will reimburse our reasonable costs of assisting with it.

11. Liability and precedence

Our liability under this Schedule is subject to clause 18 of the Terms.

If there is any conflict between this Schedule and the rest of the Terms, this Schedule prevails in relation to the processing of personal data. Where the parties have signed a separate data processing agreement covering the same subject matter, that agreement prevails over this Schedule.

Annex A: Sub-processors

The sub-processors below are approved for use across our services. Not all of them are engaged for every client. The provider or providers used for your services are identified in your statement of work or service description.

Hosting and infrastructure

20i Ltd — shared, reseller and managed web hosting, email hosting and backups. Processing in the United Kingdom.
Krystal Hosting Ltd — managed web hosting and backups. Processing in the United Kingdom.
DigitalOcean LLC — cloud infrastructure and storage. Processing in the data centre region selected for your services.
Amazon Web Services — cloud infrastructure, storage and content delivery. Processing in the region selected for your services.
Microsoft Azure — cloud infrastructure and storage. Processing in the region selected for your services.

Other sub-processors

Depending on the services we provide to you, we may also engage providers of transactional and marketing email, content delivery and DNS, analytics and tag management, backup and uptime monitoring, translation, and development subcontractors with access to live environments.

A current list naming each of these, the processing it carries out and the country in which that processing takes place is maintained by us and provided to you on request. Paragraph 4 applies to any addition or replacement.

Annex B: Security measures

access to client environments limited to named personnel on a least-privilege basis, reviewed when people join and leave
multi-factor authentication on administrative accounts and on our password manager
credentials stored in a managed password manager and never shared by email or messaging
encryption in transit using TLS, and encryption at rest where the hosting platform provides it
separation of client environments, and separation of production from staging and development
routine backups in line with the hosting platform's defined frequency and retention
platform, plugin and dependency updates applied on a defined cycle, with security updates prioritised
a defined process for responding to, recording and reporting security incidents
written confidentiality obligations in all employment and subcontractor agreements
device controls including full disk encryption, screen lock and endpoint protection on machines used to access client data

Jerboa Media Ltd is registered in England & Wales.
Company Registration No. 09028290 | VAT Registration No. 308554304
Registered address: 3rd Floor, Capital Tower, Greyfriars Road, Cardiff CF10 3AG

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