Terms and Conditions

Part A — General

This part applies to everyone who uses bluegrovestudios.com, whether or not you become a client.

1. About these terms

This website, bluegrovestudios.com, is operated by Bluegrove Studios (“we”, “us”, “our”). We are an online business based in the United States.

These Terms and Conditions (the “Terms”) are in three parts. Part A governs your use of this website and applies to every visitor. Part B governs the services we supply and applies once you hire us. Part C contains legal terms that apply to both.

By using this website you accept Part A and Part C. If you do not accept them, please stop using the website.

2. Your rights under local law

The law where you live or do business may give you rights that a contract cannot take away, and may make some of the terms below unenforceable in whole or in part. That varies by country, and within the United States by state.

Nothing in these Terms is intended to exclude, restrict, or modify any right, warranty, guarantee, or remedy that applicable law says cannot be excluded, restricted, or modified.

Where a term in these Terms goes further than applicable law permits, it applies only to the maximum extent that law allows, and is otherwise treated as not included. The rest of these Terms continue in full force. Where applicable law requires us to give you a right, remedy, notice period, disclosure, or refund that these Terms do not provide, that legal requirement applies and overrides anything inconsistent here.

This section prevails over every other section in these Terms.

3. Using this website

You may use this website to read about our services, to contact us, and to submit a booking request. You must not use it to do anything unlawful, to attempt unauthorized access to it or to any system connected to it, to interfere with its operation, to scrape or harvest data from it at a scale that burdens it, or to submit false information through its forms.

We may restrict or withdraw access to the website, in whole or in part, where we reasonably believe this section has been breached.

4. Our intellectual property

The design, text, graphics, layout, and code of this website belong to us or are licensed to us, and are protected by copyright and other laws. You may view and print pages for your own use in evaluating our services.

You may not otherwise copy, republish, sell, or make commercial use of any part of this website without our written permission. This section concerns our website. What happens to the site we build for you is dealt with in section 19 and section 20.

5. Prices and information on this website

Prices shown on this website, including on the Pricing page, are starting prices published for guidance. They are an invitation to discuss, not a binding offer. Final pricing depends on the size and complexity of the project, and the figures that bind us are the ones in the written quote we give you.

We take care to keep this website accurate and current, but we do not warrant that it is free of errors or omissions. Nothing on this website is legal, financial, tax, or professional advice, and you should not rely on it as a substitute for advice about your own situation.

Any timeline, result, or outcome mentioned on this website — including launch times and anything said about search visibility — is an illustration of typical experience, not a promise about your project.

6. Links to other websites

Where this website links to a site operated by someone else, we do so for convenience. We do not control those sites, do not endorse them, and are not responsible for their content, availability, or privacy practices.

7. Availability of this website

We aim to keep this website available, but we do not guarantee uninterrupted access. We may suspend, withdraw, or change any part of it without notice, and we are not liable if it is unavailable at any time.

You are responsible for the arrangements needed to access this website, including your own device, connection, and security software.

Part B — Our services

This part applies once you hire us to build and run a website. Until then, only Part A and Part C apply to you.

8. The services agreement

A binding agreement is formed when you accept a written quote or proposal from us, or when you pay the deposit described in section 16, whichever happens first.

Together, the accepted quote and these Terms form the whole agreement between us. Where an accepted written quote conflicts with these Terms, the quote prevails for that engagement only.

We may accept clients located outside the United States. Where we do, section 2 and section 36 explain how local law interacts with these Terms.

9. How we work

Bluegrove Studios is an online business. We do not operate a shop, studio, or office open to the public, and all services are delivered remotely — by video call, email, and other electronic means. Nothing in these Terms should be read as promising an on-site visit, an in-person meeting, or attendance at your premises.

Where a service would ordinarily involve someone attending in person — photography, for example — we will tell you before you commit, and either arrange it separately as a chargeable extra or explain how it can be handled remotely.

10. Definitions

• Build fee — the one-time fee for designing, building, and launching the Site, as set out in your accepted quote.
• Monthly fee — the recurring fee for hosting, backups, security updates, maintenance, and the content updates included in your Plan.
• Buyout — the one-time payment that transfers ownership of the Site to you and ends the Monthly fee. Section 20 governs it in full.
• Plan — the service tier described on our Pricing page and named in your quote.
• Site — the website, store, or application we build and operate for you under this agreement.
• Client Materials — text, images, logos, video, data, and other material that you supply to us, or that you direct us to publish and that did not originate with us. Client Materials do not include anything we create for you, which is Site Content.
• Site Content — the text we write, the layout and design we produce, and any images or other material we create or license for your Site. Site Content is ours until the Buyout is paid, as section 19 sets out.
• Third-Party Services — services operated by others that your Site depends on or connects to, including platform, hosting, registrar, payment, email, scheduling, analytics, and advertising providers.
• Consumer — a client acting wholly or mainly outside a trade, business, craft, or profession, where applicable law treats that client as a consumer.
• Business day — Monday to Friday, excluding federal public holidays in the United States. The move to weekend working in section 12 does not change what a business day means for the purpose of counting periods in these Terms.
• Day — where a period in these Terms is expressed in days rather than business days, it means calendar days, counted from the day after the triggering event and ending at 11:59pm on the last day. Where the last day is not a business day, the period ends at 11:59pm on the next business day.

11. What we provide

We will design, build, and launch the Site described in your accepted quote, and after launch will host it, keep it backed up, apply security and platform updates, and carry out the number of content updates included in your Plan. When that work is carried out is governed by section 12, which changes from 14 December 2027.

Any service not expressly listed in your quote or on the Pricing page for your Plan is out of scope. That includes, without limitation, copywriting beyond the pages quoted, photography, videography, print design, ongoing search-engine optimization campaigns, paid advertising management, and custom development, each of which we can quote for separately.

We may engage subcontractors or suppliers to perform parts of the services. We remain responsible to you for work performed on our behalf.

12. Service hours and availability

Until 14 December 2027. We carry out client work that needs a person — support, content updates, and anything else you ask us for — on business days, Monday to Friday.

From 14 December 2027. From that date we carry out that work at weekends only, and we no longer guarantee the response times, turnaround times, or availability that applied before it. Where this section conflicts with anything else in these Terms, on our website, or in your quote about when work is carried out or how quickly we respond, this section prevails from that date.

This is a disclosed term, not a later change. If you accept these Terms on or after the date this section was added, the change is part of our agreement from the outset and applies whether your Plan begins before or after 14 December 2027. If you accepted these Terms before this section was added, it takes effect for you only in accordance with section 37, including the notice period in that section.

What does not change. Hosting, backups, and security and platform updates run automatically and are unaffected by this section. The number of content updates included in your Plan each month does not reduce — only the days on which we carry them out change. Your Monthly fee will not increase because of this change, and your Buyout price does not go up — though it may go down, because section 13 halves it if we fall short of the standard set out there.

Requests sent during the week. From 14 December 2027, a request sent on a weekday is treated as received on the first weekend day that follows it for the purpose of any turnaround described in your Plan. We may act on it sooner, but we are not obliged to.

If your Site goes offline. We will act as soon as we are reasonably able, whichever day it is. We do not guarantee a response time, and the disclaimer in section 28 — under which we do not warrant that the Site or its hosting will be uninterrupted — continues to apply.

Reminder before the date. We will write to you at least 30 days before 14 December 2027 to remind you that this change is due to take effect.

If it does not suit you. You may cancel your Monthly plan under section 26, with no cancellation fee, or pay the Buyout under section 20 at your existing quoted price. We will not treat a cancellation made for this reason as a breach of these Terms, and section 2 continues to apply to this section as it does to every other.

13. If we fall short after 14 December 2027

What this section does. If, on or after 14 December 2027, we fall short of the standard set out below and do not put it right after you tell us, your Buyout price is permanently reduced by half. This is a reduction in the price of something you may choose to buy, not a sum we owe you, and it takes effect without any payment passing between us.

How this fits with section 12. That section removes the response and turnaround times that applied before 14 December 2027. This section sets the outer limits beyond which a delay stops being a slower service and counts as falling short.

What counts as falling short. Any one of the following, where the cause is within our reasonable control:

• we do not carry out a content update included in your Plan within 21 days of the request being treated as received under section 12;
• we do not reply to a written request from you within 14 days of receiving it; or
• your Site is offline for more than 72 consecutive hours.

Notice, and our chance to put it right. You tell us in writing which of the above has happened. We then have 14 days from receiving that notice to fix it. If we do, nothing changes. If we do not, the reduction takes effect automatically at the end of those 14 days, and neither of us needs to do anything further for it to apply.

How the reduction is calculated. Your Buyout price becomes half of the figure stated in your accepted quote. Where your Plan’s Buyout is expressed as a percentage of the project rather than a fixed amount, the percentage itself is halved — a Buyout of 25% of the total project price becomes 12.5%. The reduction lasts for the life of your Plan and survives any later change to our published prices. It applies once: a further failure does not halve the price again.

What it does not affect. Your Monthly fee is unchanged, and this section does not by itself end your Plan or oblige you to buy the Site. Anything you already owe remains payable alongside the reduced Buyout, as section 20 provides.

When it does not apply. Where the failure is caused by an event in section 33, by a Third-Party Service outage outside our control under section 23, by something you were required to provide or do under section 24, or where it happens while your Plan is suspended for non-payment under section 18.

Your other rights. This reduction is in addition to, and does not replace or limit, any other remedy available to you, and section 2 applies to this section as it does to every other.

14. Scope and changes

The scope of the build — page count, features, forms, integrations, and the number of products loaded for a store — is fixed by your accepted quote. Your Plan includes two rounds of revisions to the design and content before launch.

Requests that go beyond the agreed scope, or further rounds of revision after the two included, are chargeable. We will always tell you the cost and any effect on the timeline in writing, and obtain your approval, before doing chargeable additional work.

Timelines given to you, including any indicative launch date, are estimates made in good faith. They assume you supply Client Materials and approvals promptly. Time is not of the essence unless we have agreed a specific date in writing.

15. Accessibility

What we do as standard. We build to common accessibility practice: text that meets normal contrast expectations, images given alternative text where you supply it, headings in a sensible order, forms with labels, and pages that can be operated by keyboard. We do this on every build, at no extra charge.

What we do not promise. Unless your accepted quote says so in terms, we do not warrant that the Site conforms to the Web Content Accessibility Guidelines at any particular level, or that it complies with the Americans with Disabilities Act, Section 508, the European Accessibility Act, or any equivalent law. Conformance of that kind requires an audit, remediation, and retesting, which is separate work we are happy to quote for.

Where a legal obligation is yours. Whether your business is legally required to meet an accessibility standard depends on your sector, size, and location, and that obligation rests with you. If you tell us you are subject to one, we will tell you honestly what it would take to meet it and what it would cost, before you commit.

Your content. You are responsible for the accessibility of Client Materials — for example, alternative text you supply for your own images, captions for video you provide, and documents such as PDFs and menus you ask us to publish. We will point out problems we notice, but we do not audit your material.

Third-party components. Parts of your Site provided by a Third-Party Service — a booking widget, a payment page, a store theme, an embedded map or feed — are built by that provider. We choose sensible components, but we cannot control their accessibility and do not warrant it. Section 23 applies to them.

If a problem is found. Tell us. Where the problem is in work we produced, we will correct it at no charge as part of the content updates included in your Plan. Where it is in Client Materials or a Third-Party Service, we will tell you what is needed and, if you want us to do it, quote for it.

16. Fees, deposit, and payment

Your prices. The fees that apply to you are those in your accepted quote. All fees are stated in US dollars and are exclusive of any sales tax, use tax, VAT, GST, or equivalent, and of any withholding required by law, which will be added or accounted for where required.

Deposit. A deposit of 40% of the Build fee is payable before work begins. We are not obliged to start work, and your build is not scheduled, until the deposit is received. The deposit is applied against the Build fee — it is not an additional charge.

Balance. The remaining 60% of the Build fee is due at launch. We may withhold launch until the balance is paid.

Monthly fee. The Monthly fee begins on the launch date and is billed monthly in advance. It does not accrue while the Site is being built.

Changes to the Monthly fee. We may change the Monthly fee for your Plan on at least 30 days’ written notice. If you do not accept the change you may cancel before it takes effect under section 26, or pay the Buyout under section 20 — and in that case the Buyout is charged at your existing price, not at any increased figure.

Your Buyout price does not go up. We will not increase the Buyout price stated in your quote for the duration of your Plan. It can go down: where section 13 has reduced it, the reduced figure is your Buyout price wherever these Terms refer to your quoted price.

Set-off. You must pay all amounts due in full without deduction or set-off, except as required by law.

Refunds and cancellation rights are dealt with in section 17.

17. Cancellation and refunds

Before work begins. If you cancel before we have begun work, we refund the deposit in full.

After work begins. Once we have begun work, the deposit is applied against work already performed and is not otherwise refundable, because it covers time already spent. If you cancel partway through a build, we will tell you what has been done and, where the value of the work performed is less than the deposit, refund the difference.

Statutory cancellation rights. Where the law that applies to you gives you a right to cancel within a set period — such as a cooling-off or right-of-withdrawal period for distance or online contracts, or a right under a state consumer protection statute — that right applies in addition to this section and is not affected by it. If you exercise such a right and you asked us to begin work during the period, we may charge only for the work actually performed up to the point you cancelled, to the extent the applicable law allows, and we will refund the balance of anything you have paid.

Monthly plan. Cancelling the Monthly plan is dealt with in section 26. Fees already paid for the current billing period are not refunded on cancellation, except where applicable law requires otherwise or where section 20 provides for a pro-rata refund.

To cancel, email us at support@bluegrovestudios.com. You do not need to use any particular form of words.

18. Late payment and suspension

Invoices are payable within 14 days of the invoice date unless the invoice states otherwise.

Notice. If a Monthly fee payment fails or remains unpaid, we will contact you at the email address on your account. If the amount is still unpaid 14 days after that notice, we may suspend the Site — meaning it is taken offline and is no longer publicly accessible.

Suspension. Suspension does not cancel your obligation to pay amounts already due. We will restore a suspended Site once the outstanding balance is paid, subject to a reasonable reactivation charge that we will tell you about in advance.

Retention and deletion. We will retain your Site files for 30 days from the date of suspension. After that period we may permanently delete them, and we are not obliged to recover a Site once deleted. We will warn you by email before deleting anything.

The Buyout stays available. Suspension does not close off the Buyout. You may pay it at any point before your files are deleted, on the terms in section 20.

Interest. We may charge interest on overdue amounts at the lower of 1.5% per month and the maximum rate permitted by applicable law, calculated daily from the due date until payment. Where applicable law caps or prohibits such a charge, that cap or prohibition applies.

19. Ownership of your site

What you supply stays yours. You retain all rights in Client Materials — your logo, your photos, your product descriptions, anything you hand us. You grant us a non-exclusive license to use, reproduce, modify, and publish them for the purpose of building and operating the Site. You confirm that you own or are licensed to use all Client Materials, and that our use of them will not infringe anyone else’s rights.

What we make is ours until the Buyout. Until the Buyout is paid in full, we own the Site as built — its Site Content, design, templates, code, and configuration — and we host and operate it for you. That includes the words we write for you. You have a non-exclusive, non-transferable license to use the Site for your business, which runs until this agreement ends under section 26 or the Site is suspended under section 18.

Using your copy elsewhere. For as long as the Monthly fee is paid each month, you may also use the Site Content in your own marketing for the same business — a flyer, a social post, a listing. You may not license it to anyone else or use it for a different business. This license runs month to month alongside the Monthly fee and ends as soon as that fee stops — whether because you cancel or because the Site is suspended for non-payment under section 18. You do not have to destroy material already printed or published, but you may not put the Site Content to any new use after that point.

After the Buyout. On payment of the Buyout in full, we assign to you all rights we hold in the Site Content, design, and bespoke code of the Site, subject to the carve-outs below. The month-to-month licenses described above are then replaced by outright ownership, and they no longer depend on the Monthly fee, which has ended.

Carve-outs. Nothing in this agreement transfers to you: (a) our pre-existing tools, libraries, frameworks, and know-how, which we may reuse freely; (b) any third-party or open-source component, which remains subject to its own license; or (c) any stock photography or font licensed to us rather than to you, which you may need to license separately. We will tell you which components fall into (b) and (c) on request.

Portfolio. We may identify you as a client and display screenshots of and a link to the Site in our portfolio and marketing materials. Tell us in writing if you would rather we did not, and we will not.

20. The buyout

This section governs the Buyout in full. Where any other part of these Terms mentions the Buyout, it is subject to this section. The one exception is section 13: where that section reduces your Buyout price, the reduced figure is your Buyout price for every purpose of this section.

What it is. The Buyout is a single payment that transfers ownership of the Site to you and ends the Monthly fee. It is optional — you are never required to pay it.

The price. Your Buyout price is the figure stated in your accepted quote, and we will not increase it while your Plan runs. It can go down: section 13 halves it if we fall short of the standard in that section. Buyout figures shown on our Pricing page are indicative for new quotes. Where a Plan’s Buyout is expressed as a percentage of the project rather than a fixed amount, the percentage is applied to the total Build fee actually charged for your project, and we will confirm the resulting figure in writing on request.

When you can pay it. At any time before your Site files are deleted under section 18. That includes while your Plan is running normally, during a notice period after either of us has given notice to terminate, and while the Site is suspended for non-payment. We will not refuse a Buyout that is offered before deletion.

Amounts already owed. If anything is outstanding on your account at that point — unpaid Monthly fees, an unpaid balance of the Build fee, or interest — those amounts are payable alongside the Buyout. The Buyout is not a way to write off arrears.

On payment of the Buyout and any outstanding amounts in full:

• ownership of the Site transfers to you under section 19, subject to the carve-outs in that section;
• no further Monthly fee is charged, and if you have already paid for a period extending beyond that date we refund the unused part pro rata;
• if the Site was suspended, we bring it back online with no reactivation charge, so you can move it;
• we provide the Site files in a standard, usable format and give you reasonable assistance to migrate the Site to a host of your choosing, over a period of up to 30 days; and
• our hosting, backups, security updates, maintenance, and support end, and keeping the Site online, secure, and backed up becomes your responsibility.

What the Buyout does not cover. Your domain is unaffected — it is already yours under section 21. Fees charged by Third-Party Services remain payable by you directly to them. Migration assistance beyond the 30-day period, or work to adapt the Site to a new host, is chargeable at our then-current rates.

21. Domain names

Where we register a domain for you, we register it in your name as registrant. Where you already hold a domain, we connect it under your control. Your domain remains yours regardless of the status of your Plan, and we will not withhold it.

Domain registration and renewal fees are charged by the registrar. Where a domain renewal is included in your Monthly fee, we will renew it while your Plan is active and paid for. If your Plan ends or is suspended, renewing the domain becomes your responsibility, and we are not liable for a domain that lapses after that point.

22. Showing your site in our portfolio

What we may show. Once your Site is live, we may show it in our portfolio, on our website, and in proposals to other prospective clients: your business name, your logo, screenshots of the Site, and a link to it. This is an exception to section 31, which otherwise covers non-public information.

What we may not show. Anything behind a login, your sales or traffic figures, anything you have told us is confidential, and anything about you personally. We will not say you endorse us, or attribute a quote to you, unless you have given it to us for that purpose.

Opting out. Tell us at any time, in writing, and we will stop and remove the Site from material we control within 30 days. You do not have to give a reason, and it costs nothing. Material already printed or distributed cannot always be recalled.

Credit on your Site. We may place a small, discreet credit in the footer linking to us. Ask and we will remove it at no charge. After the Buyout, the credit is yours to keep or delete as you wish.

23. Third-party services

Your Site may depend on Third-Party Services including, depending on your Plan, Shopify, Square, WordPress hosting and plugins, domain registrars, payment processors, email providers, analytics, and Google services.

Fees charged by those providers are separate from our fees and are payable by you directly to them. Where we manage advertising for you, our management fee is separate from the advertising spend, which is paid by you to the advertising platform.

Third-Party Services are governed by their own terms, which you are responsible for complying with. We are not responsible for the availability, performance, pricing, policy changes, or discontinuation of any Third-Party Service, or for loss arising from one.

24. Your responsibilities

• Supply Client Materials, information, and approvals within a reasonable time of our request. If we are waiting on you for more than 30 days, we may pause your build and reschedule it, and any timeline estimate no longer applies.
• Ensure Client Materials are accurate, lawful, and free of anyone else’s intellectual property that you are not licensed to use.
• Keep the contact and billing details on your account current, and keep any credentials we give you secure.
• Where your Site takes payments or handles personal data, comply with the laws that apply to your business, including consumer, tax, accessibility, and privacy law. We can advise, but responsibility for compliance rests with you. Section 15 sets out how accessibility is split between us.
• Review the Site before launch. Once you approve launch, the Site is taken to meet the agreed scope, without prejudice to section 28.

25. Acceptable use

You must not use, or allow anyone to use, your Site or our services to publish or distribute material that is unlawful, defamatory, obscene, fraudulent, infringing, or harmful; to send unsolicited bulk email; to distribute malware; to attempt unauthorized access to any system; or in a way that places an unreasonable load on shared infrastructure.

We may suspend the Site immediately and without notice where we reasonably believe this section has been breached, or where continuing to host it exposes us or our suppliers to legal risk. We will tell you as soon as we practically can and, where the breach is capable of remedy, give you an opportunity to fix it.

26. Termination

By you. You may cancel your Monthly plan at any time by written notice. There is no long-term contract and no cancellation fee. Cancellation takes effect at the end of the current billing period.

Effect of cancellation. Unless you pay the Buyout, cancelling ends the license granted in section 19 and we will take the Site offline at the end of the billing period. We then retain your files for 30 days before deleting them, as section 18 describes, and you may pay the Buyout at any point in that window under section 20. Your domain is unaffected and remains yours.

By us. We may terminate this agreement on 30 days’ written notice, or immediately if you materially breach these Terms and either the breach cannot be fixed or you have not fixed it within 14 days of us asking you to. In either case the Buyout remains available to you under section 20 until your files are deleted, at your quoted price or the reduced price under section 13 if that applies, and we will give you reasonable assistance to migrate the Site elsewhere.

Prepaid fees when we terminate. If we terminate on notice under the paragraph above for any reason other than your breach, we refund the unused part of any Monthly fee you have already paid, pro rata to the date the Site goes offline.

Survival. Sections 2, 4, 13, 19, 20, 25, and 28 to 36 survive termination, along with any payment obligation accrued before it. Sections 13 and 20 are listed because the Buyout, and any reduction to it, stay available during the window between termination and deletion of your files.

27. If we stop providing the services

Why this is here. We are a small business. If we ever wind down, are unable to continue, or decide to stop offering a Plan, you should not lose the site you have been paying for. This section says what happens.

Notice. We will give you at least 90 days’ written notice before we stop providing the services to you, unless something outside our reasonable control makes that impossible, in which case we will give as much notice as we practically can.

You stop paying. The Monthly fee stops on the date we stop providing the services, and we refund the unused part of anything you have already paid, pro rata.

You get the Site. We will transfer ownership of the Site to you under section 19 at no charge. The Buyout is waived — you do not have to pay it, and this applies whatever your Buyout price is. Amounts you already owe remain payable.

We help you move. We will give you the Site files in a standard, usable format and reasonable assistance to move to a host of your choosing, for at least 30 days after the services end. Your domain is already yours under section 21.

Files are not deleted first. The 30-day retention and deletion in section 18 does not apply where we are the ones stopping. We will keep your files until the transfer is complete or you tell us you no longer need them.

A sale of the business is different. If our business is transferred to someone who takes over the services, this section does not apply — your Plan continues on the same terms, and section 35 governs the transfer. This section applies where the services stop, not where they change hands.

Part C — Legal

This part applies both to your use of this website and to any services we supply.

28. Warranties and disclaimers

We warrant that we will perform the services with reasonable care and skill, and that for 30 days after launch we will correct, at no charge, any defect in our work that causes the Site to fail to function as described in your accepted quote.

That warranty does not cover faults caused by Client Materials, by changes made by you or a third party, by a Third-Party Service, or by your failure to follow our reasonable instructions.

Beyond that warranty, and to the fullest extent permitted by law, this website and our services are provided without further warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. In particular, we do not warrant that the Site will be uninterrupted or error-free, that hosting will be available without interruption, or that any particular search ranking, traffic level, conversion rate, or commercial result will be achieved.

Some jurisdictions do not allow the exclusion of implied warranties. Where that is the case, the exclusions above apply only to the extent permitted, and any implied warranty that cannot be excluded is limited in duration to the shortest period that law allows. See section 2.

29. Limitation of liability

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, we are not liable to you for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or loss or corruption of data, or for any indirect, incidental, special, punitive, or consequential loss, however arising.

Subject to the paragraphs above, our total liability to you arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited in aggregate to the greater of $500 and the total fees you paid us in the 12 months immediately before the event giving rise to the claim. Where you are not a client and have paid us nothing, our total liability to you in connection with this website is limited to $100.

Time limit for claims. Any claim arising out of these Terms must be brought within one year of the date you first knew, or reasonably should have known, of the facts giving rise to it. This does not apply where you are a Consumer, or wherever applicable law does not permit a limitation period to be shortened — in which case the period that law provides applies instead. See section 2.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or limit how far liability can be capped. Where that is the case, this section applies only to the extent permitted, and our liability is limited to the least that law allows. See section 2.

You are responsible for keeping your own copy of any material you would not want to lose. Our backups are operational backups intended to let us restore service, and are not a substitute for your own records.

30. Indemnity

To the extent permitted by the law that applies to you, you will indemnify us against any claim, demand, loss, damage, cost, or expense (including reasonable legal fees) arising from Client Materials, from your use of the Site, or from your breach of section 24 or section 25 — except to the extent it is caused by our own breach of these Terms, our negligence, or our willful misconduct.

This section does not apply where you are a Consumer and applicable consumer law prohibits or restricts an indemnity of this kind.

31. Confidentiality

Each of us will keep confidential any non-public information disclosed by the other in connection with this agreement, and will use it only for the purpose of performing this agreement. This does not apply to information that is or becomes public through no fault of the receiving party, that the receiving party already held without obligation of confidence, or that must be disclosed by law or court order — in which case the disclosing party will be given notice where it is lawful to do so.

Section 22 is a limited exception to this section: it lets us show your finished Site as an example of our work, and you can opt out at any time.

32. Privacy and data protection

Our handling of personal information collected through this website is described in our Privacy Policy.

Where we handle personal information on your behalf in the course of building, hosting, or maintaining your Site, we act on your instructions and only for the purpose of providing the services. We will apply reasonable technical and organizational measures to protect it, will not sell or share it, and will delete or return it at the end of the engagement on request.

You are responsible for the personal information collected through your Site: for having a lawful basis to collect it, for publishing a privacy notice, and for obtaining any cookie or tracking consent your law requires.

Data protection law differs by location. Where the law applicable to you — for example the California Consumer Privacy Act, another US state privacy statute, the UK GDPR, or the EU GDPR — requires a specific written data processing agreement, service provider addendum, or transfer mechanism, we will enter into a reasonable one on request, and it will take precedence over this section to the extent of any conflict.

33. Events outside our control

We are not liable for any failure or delay in performing our obligations caused by an event outside our reasonable control, including internet or hosting provider failure, outage or withdrawal of a Third-Party Service, cyber-attack, power failure, industrial action, epidemic, natural disaster, war, or act of government. If such an event continues for more than 60 days, either of us may terminate this agreement on written notice.

34. Electronic communications and notices

We operate online and communicate electronically. By entering into this agreement you consent to receiving quotes, invoices, notices, and other communications from us by email or text, and you agree that electronic records and signatures satisfy any legal requirement that a communication be in writing or signed, to the extent permitted by applicable law. You may withdraw that consent by contacting us, but we may then be unable to continue providing the services.

Notices under these Terms must be in writing and may be sent by email to the address on your account or to hello@bluegrovestudios.com. A notice sent by email is treated as received on the next business day.

35. General

Entire agreement. Your accepted quote and these Terms are the entire agreement between us and supersede any prior discussion, proposal, or representation.

Order of precedence. If two parts of these Terms conflict, section 2 prevails over everything, then your accepted quote, then Part B, then Part C, then Part A. A section that states it governs a subject in full — such as section 20 — prevails over passing references to that subject elsewhere.

Assignment. You may not assign or transfer this agreement without our written consent, which we will not unreasonably withhold. We may assign it to a successor to our business on written notice to you.

Severability and reading down. If any provision is found invalid or unenforceable in a jurisdiction, it is first read down so far as possible to the maximum extent that is enforceable there. If it cannot be read down, it is severed for that jurisdiction only, and the remainder of these Terms stays in force everywhere.

Waiver. A failure or delay in enforcing any provision is not a waiver of it.

No partnership. Nothing in these Terms creates a partnership, joint venture, or employment relationship between us. We act as an independent contractor.

Third parties. No one other than you and us has any right to enforce these Terms.

Language. These Terms are written in English. Any translation is provided for convenience, and the English version governs to the extent applicable law permits.

36. Governing law and disputes

Talk to us first. Before either of us starts proceedings, we both agree to try in good faith to resolve the dispute by discussion for 30 days from written notice of it. Most problems are cheaper and faster to fix this way.

Business clients and general visitors. If you are not a Consumer, these Terms and any dispute arising out of them are governed by the laws of the State of Texas, United States, without regard to its conflict-of-laws rules, and the state and federal courts located in Texas have jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Consumers. If you are a Consumer, the choice of law above does not deprive you of the protection of any mandatory rule of the law of the country or state where you habitually reside, and you may bring proceedings there. Where local law gives you the right to have a dispute heard in your own courts, that right applies.

No forced arbitration. We do not require you to arbitrate, and nothing in these Terms waives your right to bring an individual claim in a small claims court or to participate in a class action where the law gives you that right.

37. Changes to these terms

We may update these Terms from time to time. We will post the updated version on this page and change the “last updated” date. Changes to Part A take effect when posted. Where a change to Part B or Part C materially reduces the rights of an existing client, we will give at least 30 days’ written notice, and continuing to use the services after that period means you accept the change. If you do not accept it, you may cancel under section 26 or pay the Buyout under section 20. Changes do not apply retrospectively to work already completed.

38. Contact

Bluegrove Studios is an online business with no premises open to the public. The fastest way to reach us is:

hello@bluegrovestudios.com

If you are already a client, support@bluegrovestudios.com reaches us faster for changes, faults, and anything to do with a live site.

If you need a mailing address for a formal legal notice, email us and we will provide one.