Legal
Terms of service
How an engagement works, what each side is responsible for, and what happens if it ends.
- Last updated
- 20 October 2026
- Length
- 18 sections · 14 min read
These terms govern the services provided by Socialectric, a business operated by Eric Phung, sole trader, to client organisations. They apply to the Blueprint Audit, to implementation work that follows an audit, to the Monthly Partnership and Governance arrangements, and to the Small Charity Website and Care Plan. Section 18 applies to the free AI Policy Builder, which is not a service under a Statement of Work.
Each engagement is described in its own Statement of Work. Where a Statement of Work says something different from these terms, these terms take precedence, except that the data protection terms in section 9 take precedence over both.
The services
1.1 Blueprint Audit
An independent review of an existing website against what funders, donors and regulators check, delivered as a written report, a phased roadmap and a call you can invite your board to.
The audit is a diagnostic, not a sales process. It may conclude that no rebuild is warranted. The fee is payable whatever it concludes, and it is not credited against any work that follows. Crediting a diagnostic against the work it recommends would give whoever writes the report a reason to find work that is not there.
The audit is payable in full in advance, and is non-refundable once work has begun.
1.2 Implementation
Build and migration work, scoped and priced from the findings of an audit. Every implementation is preceded by an audit unless otherwise agreed in writing, and proceeds only under a Statement of Work signed after the audit has been delivered.
Fees are as set out in the Statement of Work, payable 50 per cent on signature and 50 per cent on delivery unless that document sets milestones.
Delivery is measured from the point at which content and approvals are signed off, not from the date of booking, and is not a measure of build effort.
1.3 Monthly Partnership
Continuous work on the site rather than maintenance of it: design and development capacity each month, new pages and features as programmes change, and the hosting, monitoring, security updates and backups underneath them. One active piece of work at a time, a written report each month, and a quarterly review of what the site should do next.
It is offered at two levels. Partnership is the continuous arrangement described above. Governance is the lighter level: the same hosting, monitoring, security updates and backups, with a smaller monthly time allowance for minor changes rather than continuous design and build work. The Statement of Work names the level and the time included each month.
On Partnership there is no monthly cap on the number of requests. One active piece of work at a time means work is taken in sequence: you may submit any number of requests and set the order of the queue, and each is completed before the next is started. When the queue is longer than can be worked promptly, each request is given a realistic completion date in writing before it is queued, and you decide whether to reorder, wait or withdraw it. Requests are limited to work on the website delivered under the engagement, within section 1.5.
Partnership and Governance are each invoiced monthly in advance, rolling, with 30 days' written notice to end them on either side.
Hosting is included for sites hosted on Cloudflare, which is where sites built on Astro are hosted. Sites on Webflow carry Webflow's own plan, billed to your organisation directly at Webflow's price; the cost is stated before work starts.
1.4 Small Charity Website and Care Plan
A fixed-price website of a fixed number of pages and one content collection, for a nonprofit organisation whose annual income is under the threshold stated on the order at the date of signing, wherever it is based. No audit is required first, because the scope is fixed. Additional pages are priced individually on the order. The site is built on Astro, using AI-assisted development, and hosted on Cloudflare. The package comes in two design options: Essentials, in which a design system is styled to your organisation's brand, and Bespoke, in which an original design is made for your organisation. The build scope is the same for both. The site goes live within the period stated on the order for the option chosen, counted from content and approvals being signed off.
The website is paid in full on booking, or in stages set out on the order, with the final stage due at launch. The Care Plan starts on the day the site launches and covers hosting, monitoring, security and software updates, backups, a monthly check of forms and donation links, and a small monthly allowance of time for minor changes and support, stated on the order. Unused time does not roll over. Time beyond the allowance is quoted and approved in writing before it starts.
The Care Plan is either a 12-month term paid in advance, or a rolling monthly plan at a higher monthly rate with 30 days' written notice on either side. The monthly price does not change while the plan continues without a break, including across renewals; if the plan ends, or lapses for non-payment, and is later restarted, the price is the one published at that time. The 12-month term does not renew automatically. Before it ends you are asked to choose another 12 months, the rolling plan, or to end the plan. If no choice is made by the last day of the term, the plan ends, and the site stays online at no charge for 30 days' written notice, during which the handover in section 8 is offered, before it is taken offline. Handover of a Care Plan site means transferring the code repository and the hosting account into your organisation's name.
The full terms, including early exit from a 12-month term, are in the schedule to the signed agreement for this package, which takes precedence over this section.
1.5 What no engagement includes
Paid advertising management, brand identity design, copywriting beyond drafting from material you supply, ongoing search campaign management, and work on properties other than the website delivered under the engagement. Anything outside the Statement of Work is quoted and confirmed in writing before it starts.
Fees and payment
Fees are stated in the Statement of Work for each engagement. Prices are in pounds sterling and invoiced in GBP. Card payment in US dollars is accepted at your bank's prevailing rate.
Socialectric is not registered for VAT, so no VAT is charged and no VAT is added to any figure quoted.
Invoices are payable within 14 days of the invoice date. Late payment carries statutory interest and fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Where an invoice is more than 21 days overdue, work may be suspended on written notice, and Socialectric is not liable for delay caused by that suspension.
Third-party costs, including domain registration and any service billed directly to your organisation, are at cost and are not marked up. Expenses above the threshold set in the Statement of Work require prior written approval.
Recurring fees may be revised with 30 days' written notice, taking effect from the next billing cycle after the notice period. This does not apply to a Care Plan, whose price is fixed under section 1.4.
Your responsibilities
You will provide content, approvals, access credentials and a single named contact with authority to approve work.
You warrant that content you supply is accurate and that you hold the rights necessary for it to be used. You agree to indemnify Socialectric against claims arising from content you supply. Socialectric may decline to publish content it reasonably believes to be unlawful or infringing, with prompt written notice and an explanation.
You remain responsible for the lawfulness of your own processing of personal data, including your privacy notice, your cookie consent mechanism and your lawful bases.
Where a decision or asset is outstanding for more than 15 working days, the remaining milestone may be invoiced and the project placed on hold. Resumption may require rescheduling.
Standards and accessibility
Deliverables are built to conform to WCAG 2.2 Level AA so far as they are within Socialectric's control. Conformance is assessed at handover.
Continued conformance is not warranted where you, your staff or third parties subsequently publish content, install applications or modify the site. You remain responsible for your own duties under the Equality Act 2010, including the duty to make reasonable adjustments.
Performance is measured against Core Web Vitals rather than a single tool's score. Where a third-party embed you require prevents either standard from being met, this is identified in writing and the trade-off is yours to decide.
Warranties and defect correction
Services are performed with reasonable skill and care. Any defect in the deliverables reported within 90 days of handover is corrected free of charge, where the defect results from Socialectric's work rather than from modification by you, changes by a third party, or platform updates. While a Care Plan, Governance or Partnership arrangement is active, anything delivered as agreed in the original scope that stops working as agreed is fixed and kept up to date at no extra cost, on the same conditions. Beyond that, warranties implied by statute or common law are excluded to the extent permitted by law.
Response targets
Where a Care Plan, Governance or Partnership arrangement is in place, requests are acknowledged within one working day. Priority levels and the response target for each are set out in the Statement of Work for that engagement, because what counts as urgent differs between a site taking donations continuously and one that does not.
Working hours are 09:00 to 17:30 UK time, Monday to Friday, excluding England and Wales bank holidays. At least 20 working days' notice is given of any planned unavailability longer than five consecutive working days.
These are response targets, not resolution guarantees, and no service credits apply.
Ownership and intellectual property
Your organisation owns all bespoke deliverables, including site-specific source code, templates, content models and configuration, on receipt of payment in full. Until payment in full is received, Socialectric retains all rights and grants no licence to use the deliverables in production.
Socialectric retains ownership of pre-existing materials, reusable components, internal tooling, audit methodology and the Blueprint Audit framework. You receive a perpetual, non-exclusive, royalty-free licence to use those materials to the extent they are embedded in your deliverables. Third-party components remain subject to their own licences, and are listed in the handover documentation.
While you are on a Care Plan, Governance or Partnership arrangement, Socialectric operates the hosting, the deployment and the content system on your behalf, so your team is not required to hold or maintain infrastructure. The domain registrar account is held in your organisation's name at all times.
Socialectric may describe the engagement in general terms in a portfolio or case study, and may name your organisation unless you object in writing. Nothing confidential is included, and you may decline at any time, including after publication.
Continuity and handover
Source code is maintained in a repository owned by or transferable to your organisation, with administrator access granted from the start of the engagement rather than at its end. The repository holds setup and deployment documentation, an inventory of third-party services and dependencies, and the content model documentation.
Third-party accounts are registered in your organisation's name where the provider permits. Where Socialectric holds credentials, they are recorded in a credential store you can access.
If the engagement ends for any reason, a written handover is provided at no charge within 10 working days: transfer of repository ownership, all credentials, and an export of your data. Nothing is withheld pending a handover fee, because no handover fee is charged. Socialectric will co-operate reasonably with an incoming supplier for 30 days from the end of the engagement.
Data protection
Where Socialectric processes personal data on your behalf, you are the controller and Socialectric is the processor for the purposes of the UK GDPR. Processing is carried out only on your documented instructions, including in relation to transfers of personal data outside the UK, unless required otherwise by law, in which case you are informed before processing unless the law prohibits it.
Socialectric will: ensure that persons authorised to process personal data are subject to a duty of confidence; implement appropriate technical and organisational measures under Article 32; engage sub-processors only under the authorisation and notice provisions of the data processing agreement, and impose equivalent terms on each; assist you, taking into account the nature of the processing, with data subject requests and with your obligations under Articles 32 to 36; delete or return all personal data at the end of the engagement at your election, save where storage is required by law; and make available the information necessary to demonstrate compliance and allow for and contribute to audits.
Socialectric will notify you without undue delay, and in any event within 48 hours, of becoming aware of a personal data breach affecting your personal data. That window is set so it sits inside your own 72-hour deadline under Article 33 and leaves you time to act on it.
The detail of processing, including subject matter, duration, nature and purpose, categories of data subject and types of personal data, together with the list of authorised sub-processors and the basis for any international transfer, is set out in a separate data processing agreement which forms part of these terms and is available on request.
Confidentiality
Each party keeps the other's confidential information confidential, uses it only for the purposes of the engagement, and does not disclose it without consent, except where required by law or by a regulator. This includes governance documents, stakeholder information, internal communications and any sensitive material shared in order to complete the work. These obligations continue for five years after the engagement ends.
Insurance and limitation of liability
Socialectric holds professional indemnity insurance of £1,000,000 for any one claim, with defence costs in addition, cyber liability insurance of £25,000, commercial legal expenses cover of £250,000, and public and product liability insurance. Certificates are provided on request.
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
Subject to the paragraph above, total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid under the relevant Statement of Work, or £10,000, whichever is the greater. Liability for breach of the data protection terms in section 9 is capped separately, at the limit stated in the signed agreement for that engagement.
Subject to the second paragraph of this section, neither party is liable for loss of profit, revenue, goodwill, anticipated savings, donations, or for indirect or consequential loss.
Cancellation and termination
Partnership and Governance may each be ended by either party on 30 days' written notice, effective at the end of the current billing period. There is no minimum term and no refund is issued for a partial period.
A rolling Care Plan may be ended by either party on 30 days' written notice. A 12-month Care Plan is paid in advance and is not refunded if you end it early, except where your organisation closes, merges into an organisation that does not take the agreement over, or loses the funding to run the site, in which case the months used are charged at the rolling rate and the rest is refunded. If Socialectric ends a Care Plan, the remaining full months of a paid term are refunded.
Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of notice, or becomes insolvent.
Cancellation of a fixed-price engagement after work has commenced is governed by its Statement of Work. On termination you pay for all work performed to the termination date, and section 8 applies.
AI-assisted work
AI tools are used to draft copy from material you supply and to assist with build work. No image of a person or beneficiary is generated with AI. Nothing is published without a person reviewing and approving it.
Intellectual property transfers to you under section 7 regardless of whether AI tools were used in production. If your organisation's governance requires that no AI is used in the process, say so in writing before the engagement begins; a route without it is available, quoted rather than fixed price.
General
Socialectric is an independent contractor, not an employee, agent or partner of your organisation. No part of the services is subcontracted without your prior written consent, not to be unreasonably withheld, and Socialectric remains fully liable for any subcontractor.
Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it notifies the other promptly and takes reasonable steps to mitigate.
Neither party will, during the engagement and for six months after it, solicit for employment any individual materially involved in the services, other than through a general public advertisement.
Variations must be in writing and agreed by both parties. No third party may enforce these terms under the Contracts (Rights of Third Parties) Act 1999. If any provision is held unenforceable, the remainder continues in force.
Changes to these terms
These terms may be updated. Material changes are communicated by email at least 14 days before they take effect. Continued use of the service after that date constitutes acceptance. Changes do not apply retrospectively to a fixed-price engagement already signed off.
Governing law
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with them.
Contact and registered details
Socialectric is a business operated by Eric Phung, sole trader. Service address: Sale, M33 2TA, Manchester, United Kingdom. Registered with the Information Commissioner's Office, as required by the Data Protection (Charges and Information) Regulations 2018. The registration can be confirmed on the ICO's public register of fee payers, and the number is provided on request.
The AI Policy Builder
The AI Policy Builder at socialectric.com/ai-policy-builder is a free tool that assembles a draft AI use policy from general template clauses chosen by your answers. It is provided free of charge, as a draft template only. It is not legal advice, it does not know your organisation, your activities or every law that applies to you, and laws and regulators differ by country.
You are responsible for having the draft reviewed by a qualified legal adviser, or the person responsible for legal and data protection matters in your organisation, before your board adopts or relies on it, and for the final policy and for checking that it is correct and complete. Using the builder does not create an engagement or a Statement of Work.
Socialectric accepts no responsibility for the draft or for how it is used, to the extent the law allows. Nothing in this section limits or excludes any liability that cannot lawfully be limited or excluded, as section 11 sets out.
Socialectric · Eric Phung · hello@socialectric.com · socialectric.com