Stone Signal Digital – Service Agreement

Service Details

The specific Services purchased by the Client, together with the applicable setup fee, subscription fee, billing frequency, selected add-ons and any other charges, are those displayed on the relevant Stone Signal Digital checkout, payment link, order form, proposal or invoice accepted by the Client.

Those purchase details form part of this Agreement.

Stone Signal Digital’s standard service packages may include:

• Starter Website;
• Booking Website;
• Lead Capture & Follow Up;
• Growth Bundle; and
• Scale Bundle.

The features included within each package are those described on the Stone Signal Digital website or otherwise confirmed to the Client at the time of purchase.

Where the Client purchases additional services or add-ons, those services and their applicable charges will also form part of this Agreement.

1. Services

Stone Signal Digital (“Stone Signal”, “we”, “us” or “our”) will provide the services selected by the Client through the relevant checkout, payment link, order form, proposal or other written agreement (“the Services”).

The exact features available to the Client depend on the package and any add-ons purchased.

Services may include, where applicable, website design and hosting, CRM software, calendars, messaging, automations, artificial intelligence services, reputation management, email marketing, social media tools, search engine optimisation, paid advertising management and related digital services.

We may make reasonable changes to the way the Services are delivered where necessary to maintain, improve or update the service, provided that this does not materially reduce the core functionality purchased by the Client.

Any work outside the purchased or agreed scope may be charged separately and will only be carried out once agreed with the Client.

2. Fees and Payment

The Client agrees to pay the setup fee, subscription fee and any other charges displayed at checkout or otherwise agreed in writing.

Unless otherwise stated:

• setup fees are payable before work begins;
• subscription fees are payable in advance according to the billing frequency selected at checkout;
• usage-based charges, including telephone, SMS, email, artificial intelligence or other third-party usage charges, may be billed separately where they are not included within the Client’s package; and
• additional work requested by the Client may be quoted and charged separately.

Setup fees cover onboarding, configuration, design, development and other initial work. Once this work has begun, setup fees are non-refundable except where required by law or agreed otherwise in writing.

The Client is responsible for ensuring that valid payment details are maintained.

By completing a recurring purchase, the Client authorises Stone Signal Digital and its payment provider to charge the selected payment method for recurring fees and other charges due under the purchased service until the subscription is cancelled or otherwise ends in accordance with this Agreement.

3. Late or Failed Payments

If a payment becomes overdue, Stone Signal may attempt to collect payment again and may contact the Client regarding the outstanding amount.

If payment remains outstanding, we may suspend some or all of the Services until the account is brought up to date.

Continued non-payment may result in termination of the Services and removal of hosted websites, software access, automations, telephone numbers, integrations or other systems provided as part of the subscription.

Suspension or termination for non-payment does not cancel amounts already due.

4. Subscription and Cancellation

Unless otherwise stated at checkout or otherwise agreed in writing, Services billed monthly are supplied on a rolling monthly basis.

Monthly subscriptions may be cancelled by either party by giving at least 30 days’ written notice. The subscription will remain active, and the Client will remain responsible for any fees due, during the notice period.

Where the Client selects annual billing, the subscription is for a fixed 12-month term and is payable in advance. Annual subscriptions may be offered at a discounted rate compared with monthly billing.

Annual subscription fees are non-refundable once the annual term has begun, except where required by law or where Stone Signal Digital agrees otherwise in writing.

Unless cancelled before the end of the current annual term, an annual subscription will automatically renew for a further 12-month term at Stone Signal Digital’s then-current annual rate.

Cancellation of an annual subscription during the current term will take effect at the end of that term and will not entitle the Client to a refund for any unused portion of the subscription.

Where a different minimum term or billing arrangement has been expressly agreed in writing, that arrangement will take precedence over the standard monthly or annual terms above.

5. Websites, Systems and Intellectual Property

Unless expressly agreed otherwise in writing, websites, funnels, workflows, automations, templates, software configurations, integrations, designs and other digital systems created or configured by Stone Signal as part of a recurring service remain the property of Stone Signal or the relevant third-party rights holder.

The Client is granted a non-exclusive, non-transferable licence to use those materials for the duration of the Client’s paid subscription.

Payment of a setup fee, recurring subscription fee or other service charge does not constitute the purchase or transfer of ownership of the website, underlying build, workflows, automations or other Stone Signal systems unless an outright purchase or transfer has been expressly agreed in writing.

The Client may not copy, resell, redistribute, reverse engineer or transfer Stone Signal’s proprietary systems to another provider without written permission.

Where Stone Signal agrees to transfer or sell a website or other asset outright, the scope of the transfer, transfer price and any excluded components must be agreed separately in writing.

6. Client-Owned Content

The Client retains ownership of material that they supply to Stone Signal, including their:

• business name and branding;
• logos;
• original photographs and videos;
• written content;
• customer data;
• product information; and
• other material owned by the Client before this Agreement.

The Client grants Stone Signal permission to use this material for the purpose of providing the Services.

The Client confirms that they have the necessary rights and permissions to provide any content supplied to Stone Signal.

Stone Signal is not responsible for copyright, trademark or other intellectual property claims arising from material supplied or specifically requested by the Client.

7. Third-Party Software and Services

Some Services rely on third-party platforms, software and providers, including services such as hosting providers, payment processors, telecommunications providers, advertising platforms, domain registrars, artificial intelligence providers and other software services.

Third-party products remain subject to their own terms, licences, availability and technical limitations.

Stone Signal does not own third-party software and cannot transfer ownership of third-party licences to the Client unless the relevant provider permits it.

We are not responsible for outages, policy changes, account restrictions, price changes or discontinued functionality caused by third-party providers that are outside our reasonable control.

Where a third-party provider materially changes or removes functionality, Stone Signal may make reasonable changes to the affected Service.

8. Domains

Where a domain name is registered or managed by Stone Signal on behalf of the Client, any applicable registration or renewal fee must be paid by the Client.

Unless expressly stated otherwise, domain registration is not included within website subscription fees.

Where a domain has been purchased specifically for and paid for by the Client, Stone Signal will not unreasonably withhold transfer of that domain following termination, provided that all outstanding amounts relating to the domain have been paid.

The Client is responsible for ensuring that domain registration details supplied to us are accurate.

9. End of Service and Data Handover

When a recurring subscription ends, the Client’s licence to use Stone Signal-owned websites, systems and configurations also ends unless otherwise agreed.

Stone Signal is not required to provide a transferable copy of a website, funnel, workflow, automation or other proprietary system simply because a subscription has ended.

Client-owned content and data may be provided or exported where reasonably practicable and technically supported by the relevant platform.

Any migration, export, transfer, recreation or technical assistance requested after termination may be charged at Stone Signal’s then-current rates.

The Client should request any required data exports before termination where possible.

Stone Signal may delete data and systems associated with a terminated account after a reasonable retention period, subject to applicable legal and data-protection requirements.

10. Client Responsibilities

The Client agrees to provide accurate information and reasonable cooperation required for Stone Signal to deliver the Services.

The Client is responsible for:

• promptly supplying requested content, approvals and access;
• checking information published on their website or campaigns;
• ensuring their business activities comply with applicable law;
• maintaining appropriate permissions and consent for their contacts and marketing;
• responding to genuine customer enquiries where human involvement is required; and
• informing Stone Signal promptly of any error or issue they become aware of.

Delays caused by the Client may delay completion or launch dates.

11. Artificial Intelligence and Automated Services

Where the Services include artificial intelligence, automated messaging, voice AI, chatbots or generated content, the Client acknowledges that automated systems may occasionally misunderstand requests, generate incorrect information or produce unexpected responses.

Stone Signal will configure these systems with reasonable care but does not guarantee that artificial intelligence output will always be accurate, complete or appropriate.

The Client remains responsible for ensuring that important business information, pricing, policies and instructions provided to automated systems are accurate.

AI services must not be relied upon for emergency assistance, professional medical, legal or financial advice, or any other purpose where an incorrect automated response could reasonably create serious harm.

12. Marketing, SEO and Advertising

Where Stone Signal provides marketing, advertising, SEO, reputation management or lead-generation services, we will perform the Services with reasonable care and skill.

However, Stone Signal does not guarantee:

• specific search engine rankings;
• a particular number of leads;
• sales or revenue;
• advertising profitability;
• cost per lead;
• review volumes;
• social media reach; or
• any particular commercial outcome.

Results may be affected by competition, market conditions, the Client’s pricing and sales processes, advertising platforms, search engines and other factors outside Stone Signal’s control.

Advertising spend payable to platforms such as Google or Meta is separate from Stone Signal’s management fees unless expressly stated otherwise.

13. Messaging and Marketing Compliance

The Client is responsible for ensuring that its marketing activities and use of customer information comply with applicable laws and regulations, including the UK GDPR, Privacy and Electronic Communications Regulations and other applicable direct-marketing rules.

Stone Signal may configure consent, opt-out and suppression mechanisms as part of the Services, but the Client remains responsible for determining whether it has a lawful basis to contact an individual.

Stone Signal may refuse to send or automate communications that we reasonably believe are unlawful, misleading, abusive or likely to breach the rules of a telecommunications or marketing provider.

14. Data Protection

Each party will comply with applicable UK data-protection legislation.

Where Stone Signal processes personal data on behalf of the Client, the Client acts as the data controller and Stone Signal acts as the data processor unless the circumstances require otherwise.

Stone Signal will:

• process personal data only as necessary to provide the Services and in accordance with the Client’s documented instructions;
• ensure persons authorised to process personal data are subject to appropriate confidentiality obligations;
• implement reasonable technical and organisational security measures;
• use subprocessors where reasonably necessary to provide the Services;
• require relevant subprocessors to protect personal data appropriately;
• reasonably assist the Client with data-subject requests and data-protection obligations where applicable;
• notify the Client without undue delay after becoming aware of a personal-data breach affecting Client data;
• delete or return personal data following termination where reasonably possible and legally appropriate; and
• provide information reasonably required to demonstrate compliance with these obligations.

The Client authorises Stone Signal to use appropriate third-party subprocessors required to provide the Services.

15. Confidentiality

Each party agrees to keep confidential information received from the other party secure and not disclose it except where necessary to provide the Services, comply with the law or obtain professional advice.

This obligation does not apply to information that is already public through no breach of this Agreement.

16. Liability

Stone Signal will perform the Services with reasonable care and skill.

Nothing in this Agreement excludes or limits liability where it would be unlawful to do so, including liability for fraud, fraudulent misrepresentation or death or personal injury caused by negligence.

Subject to the above, Stone Signal will not be liable for indirect or consequential loss, loss of anticipated profits, loss of opportunity, loss of goodwill or losses caused by third-party services outside our reasonable control.

Stone Signal’s total liability arising from this Agreement will, to the extent permitted by law, be limited to the total fees paid by the Client to Stone Signal during the 12 months immediately preceding the event giving rise to the claim.

The Client remains responsible for maintaining appropriate records, business continuity arrangements and backups of information that is critical to their business.

17. Force Majeure

Neither party will be responsible for delay or failure caused by circumstances outside its reasonable control, including widespread internet outages, failure of third-party infrastructure, natural disasters, war, civil disturbance, government action or major telecommunications disruption.

18. Changes to the Agreement

Any material change to the Client’s package, pricing or agreed scope will be confirmed in writing.

Stone Signal may update its standard terms from time to time where reasonably necessary because of changes to law, technology, third-party platforms or the Services.

Where an update materially affects an existing Client’s rights or obligations, reasonable notice will be provided.

19. Entire Agreement

This Agreement, together with the purchase details displayed on the applicable checkout, payment link, order form, proposal or invoice and any written scope expressly incorporated into it, constitutes the agreement between Stone Signal Digital and the Client regarding the Services.

Where there is a conflict between this Agreement and a specifically agreed written proposal or order, the specifically agreed terms will take precedence to the extent of that conflict.

This Agreement replaces previous discussions or representations concerning the same Services.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

20. Assignment

The Client may not transfer this Agreement to another person or business without Stone Signal’s written consent.

Stone Signal may transfer this Agreement as part of a genuine sale, restructuring or transfer of its business, provided this does not materially reduce the Client’s rights.

21. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in effect.

22. Governing Law

This Agreement is governed by the laws of England and Wales.

The courts of England and Wales will have jurisdiction over disputes arising from this Agreement.

23. Acceptance

By completing a purchase, submitting payment or otherwise expressly accepting this Agreement, the Client confirms that they:

• are authorised to enter into this Agreement on behalf of the business purchasing the Services;
• have reviewed the Services, pricing and billing frequency displayed at checkout;
• understand any setup fee and recurring charges that apply;
• understand the cancellation and, where applicable, annual automatic-renewal terms contained in this Agreement;
• understand that subscribing to a Stone Signal Digital service does not automatically give ownership of the underlying website, software, workflows, automations or other Stone Signal systems; and
• agree to be bound by this Agreement.

24. Acceptable Use

The Client must use the Services lawfully, responsibly and in accordance with this Agreement and the terms of any relevant third-party provider.

The Client must not use the Services to:

• send unlawful, unsolicited or misleading marketing communications;
• send spam or communications to people where the Client does not have an appropriate lawful basis or permission to contact them;
• impersonate another person or business, or misrepresent the Client’s identity, products, services or offers;
• distribute malware, viruses, malicious code or other harmful software;
• attempt to gain unauthorised access to any system, account, network or data;
• interfere with, damage, overload or disrupt Stone Signal’s systems or any third-party service;
• use artificial intelligence, messaging, telephone or automation services for fraudulent, abusive, deceptive or unlawful purposes;
• upload, publish or distribute content that infringes another person’s intellectual property rights, privacy rights or other legal rights;
• use the Services to facilitate illegal activity; or
• do anything that is reasonably likely to result in Stone Signal, its telecommunications providers, software providers, payment processors or other suppliers having their accounts, services or infrastructure restricted, suspended or terminated.

The Client is responsible for the activity carried out through its account, users, telephone numbers, messaging channels, websites and connected services.

Stone Signal may suspend or restrict any part of the Services immediately where we reasonably believe that the Client’s use is unlawful, abusive, fraudulent, creates a security risk, breaches a third-party provider’s rules, or puts Stone Signal’s systems and accounts at risk.

Where reasonably practicable, Stone Signal will notify the Client of the issue and give them an opportunity to correct it. However, immediate suspension may be necessary where required to protect Stone Signal, other clients, third-party providers or the public.

Serious or repeated breaches of this Acceptable Use section may result in termination of the Services in accordance with this Agreement.