1. INTRODUCTION AND BINDING AGREEMENT 1.1. These Terms and Conditions constitute a legally binding contract between KNEXGEN LIMITED (“the Company”, “we”, “us”, or “our”) and the client (“the Client”, “you”, or “your”). 1.2. Acceptance of Terms: The Client explicitly acknowledges, understands, and unequivocally accepts these Terms and Conditions in their entirety by taking any of the following actions: registering an account on our website or client portal, being an existing client actively receiving services, providing a digital signature, checking a consent box during the checkout process, providing formal written email confirmation, providing verbal agreement to any agent, employee, or representative of the Company during an in-person, online, or telephone meeting, or by instructing (verbally or in writing) an employee or representative of KNEXGEN LIMITED to place an order or initiate services on their behalf. This agreement becomes immediately legally binding upon such acceptance, even in the absence of an initial upfront payment, and regardless of whether the Client proceeds to place an immediate or future order. Existing clients are automatically bound by these terms for the continuation of any services. 1.3. Authority and Notice to Agents: The Client acknowledges the established legal principle that notice to an agent constitutes notice to the principal. Accordingly, any authorised agent, employee, or representative of the Client’s business who engages with the Company to place orders, accept terms, or provide instructions does so with the full authority and explicit agreement of the Client’s company directors or business owners. The Client accepts full liability and legally binds their company for any agreements or actions undertaken by such agents.

2. SERVICES, CONTRACT PERIODS, AND PAYMENT TERMS 2.1. The Company provides bespoke, pay-monthly managed website design, hosting, domain management, and ongoing digital services (“the Services”). 2.2. Minimum Term: All pay-monthly website packages are subject to a strict minimum contractual period of either twelve (12) or twenty-four (24) months, as selected by the Client at the point of order. 2.3. Initial Payment & Discretionary Deferment: This agreement does not strictly require an initial upfront payment to become binding. While standard procedure may necessitate the first scheduled monthly subscription fee to be cleared before onboarding or development begins, KNEXGEN LIMITED reserves the absolute discretion to defer, delay, or waive this initial payment requirement. The deferment of any initial payment does not invalidate the Client’s binding acceptance of these Terms and Conditions or their commitment to the minimum contractual term. 2.4. The monthly subscription fee absorbs the heavy initial build costs typically associated with bespoke web development in exchange for the Client’s strict commitment to the full contractual term.

3. PROJECT PHASES AND SCOPE LIMITATIONS For the purposes of tracking progress and determining financial liability, the project lifecycle is strictly defined by the following phases: 3.1. Phase 1: Order & Onboarding: The period immediately following the binding agreement (and the initial payment, unless deferred) and the collection of the Client’s business requirements. 3.2. Phase 2: In Progress (Development): The active design and build phase of the website by our developers. 3.3. Phase 3: In Review: The point at which the initial website build is presented to the Client for review, feedback, and approval. Scope Limitation: This phase includes a strict maximum of two (2) rounds of minor structural or aesthetic revisions. Any further revisions, major structural redesigns, or feature requests outside the initial agreed scope will be billed separately at the Company’s standard hourly development rate. 3.4. Phase 4: Completed (Live): The website has been approved, launched, and deployed for public access.

4. CLIENT DELAYS AND STALLED PROJECTS 4.1. Uninterrupted Billing: The Client’s monthly subscription billing cycle commences on the date of the initial payment, or on the date of the binding agreement if the initial payment was deferred, and continues continuously every month thereafter, regardless of the active phase of the project. 4.2. Auto-Approval for Delays: The Client is required to provide necessary assets (e.g., text, images, logos) and feedback promptly. If the Client fails to provide requested materials, feedback, or final approval within fourteen (14) days of a written request from the Company, the project will be deemed automatically approved. Phase 4 (Completed) will be triggered, and the Client remains fully liable for the ongoing monthly payments for the remainder of their contract term.

5. STRICT CANCELLATION POLICY AND FINANCIAL LIABILITY 5.1. Due to the significant front-loaded labour, time, and resources invested by the Company, strict financial liabilities apply if the Client attempts to terminate the agreement prior to the expiration of the minimum term. 5.2. Cancellation During Phase 2 (In Progress): Should the Client request cancellation while the website is in development, the Client is legally obligated to pay a minimum of 50% and up to a maximum of 100% of the total outstanding balance of the agreed contract term. The exact percentage within this threshold will be determined at the sole discretion of KNEXGEN LIMITED, based on the volume of work already executed. 5.3. Cancellation During Phase 3 (In Review) or Phase 4 (Completed): Should the Client request cancellation once the website has reached the ‘In Review’ stage, or at any time after the website is ‘Completed’, the Client is legally obligated to pay 100% of the outstanding balance for the remainder of the agreed contract term. 5.4. Settlement of Liabilities: Any outstanding balance triggered by a cancellation under clauses 5.2 or 5.3 must be paid in full to the Company within fourteen (14) days of the cancellation notice. Failure to settle this balance will result in immediate debt recovery action, the addition of statutory late payment fees, and/or formal legal proceedings.

6. INTELLECTUAL PROPERTY AND OWNERSHIP 6.1. KNEXGEN LIMITED retains full legal ownership, copyright, and intellectual property rights of the website, its design, structure, and all associated assets until the Client has successfully completed all scheduled monthly payments for the full duration of the 12 or 24-month contract. 6.2. Transfer of Ownership: Upon successful clearance of the final contract payment, ownership of the website’s visual design, client-provided content, and final output structure will transfer to the Client. However, the Company retains ultimate ownership of any proprietary code, pre-existing frameworks, or custom plugins used to construct the site. The Client is granted a perpetual, royalty-free licence to use these underlying elements as part of the completed website. 6.3. Default Actions: In the event of early cancellation, non-payment, or breach of contract, all assets remain the exclusive property of the Company, and the website will be immediately suspended, taken offline, and securely dismantled.

7. HOSTING, DOMAINS, UPTIME, AND MAINTENANCE 7.1. Managed Services: As part of the monthly subscription, the Company provides managed hosting and routine maintenance. Maintenance includes basic security updates, plugin updates, and server monitoring. It does not include the creation of new pages, extensive design overhauls, or the addition of new functionality after Phase 4. 7.2. Uptime: While we strive for maximum reliability, the Company does not guarantee 100% server uptime. The Company cannot be held liable for temporary downtime caused by server outages, third-party infrastructure failures, or necessary scheduled maintenance. 7.3. Domain Name Registration and Ownership: Where the Company registers a new domain name on behalf of the Client as a free inclusion within a pay-monthly package, KNEXGEN LIMITED retains full legal ownership of that domain name until the final scheduled payment of the agreed 12 or 24-month contract is cleared. Upon successful completion of the full contract, ownership of the domain will be fully transferred to the Client. If the Client transfers an existing, pre-owned domain name to the Company’s management or servers at the start of the project, the Client strictly retains full ownership of that domain at all times.

8. CLIENT MATERIALS AND THIRD-PARTY INDEMNITY 8.1. The Client guarantees that they hold the appropriate legal copyright, licences, or permissions for any text, images, logos, or media they supply to the Company for inclusion on the website. 8.2. The Client agrees to fully indemnify and hold KNEXGEN LIMITED harmless against any claims, damages, legal fees, or costs resulting from third-party copyright infringement or intellectual property disputes arising from materials supplied by the Client.

9. STRICT LIMITATION OF LIABILITY 9.1. To the maximum extent permitted by the laws of England and Wales, KNEXGEN LIMITED shall not be liable for any indirect, incidental, special, consequential, or punitive damages. 9.2. This includes, but is not limited to, loss of profits, loss of revenue, loss of business, business interruption, loss of data, or damages resulting from cybersecurity breaches, hacking, or website downtime. 9.3. In the event that the Company is found liable for any direct damages, the total maximum liability of KNEXGEN LIMITED under this agreement shall be strictly capped at the total amount paid by the Client to the Company in the three (3) months immediately preceding the event giving rise to the claim.

10. DATA PROTECTION (GDPR) 10.1. Both parties agree to comply with all applicable requirements of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. 10.2. The Company will process client data strictly for the purposes of fulfilling this contract and providing the Services. The Client agrees that they are the primary Data Controller for any customer data collected through their completed website, and the Company acts solely as a Data Processor regarding such data.

11. DEFAULT AND TERMINATION BY THE COMPANY 11.1. The Company reserves the right to terminate this agreement and suspend all Services immediately if the Client fails to make a scheduled monthly payment, breaches any part of these Terms and Conditions, or acts in an abusive or highly detrimental manner toward the Company or its staff. 11.2. In the event of termination by the Company due to Client default, the financial liabilities detailed in Section 5 shall apply immediately as a genuine pre-estimate of our financial loss.

12. GOVERNING LAW AND JURISDICTION 12.1. These Terms and Conditions, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of England and Wales. 12.2. Both parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising under these terms.