Frively Ltd – Terms and Conditions

Last updated: 1st August 2025

1. Introduction

1.1 These Terms and Conditions (“Terms”) set out the basis on which Frively Ltd provides its services to you.

1.2 By:

  • signing an order form or proposal that refers to these Terms,
  • completing an online sign‑up to our services, or
  • using our services after being given a copy or link to these Terms,

you agree to be bound by them.

1.3 If you do not agree to these Terms, you must not use our services.

1.4 These Terms are intended primarily for business customers (for example trades and other local service providers). If you are a consumer, you may have additional rights which are not excluded by these Terms.

2. About Frively Ltd

2.1 “Frively”, “we”, “us” or “our” means:

Frively Ltd
Company number: 16558937
Registered address: Sussex Innovation Centre, Science Park Square, Brighton, East Sussex, BN1 9SB, United Kingdom
Contact email: hello@frively.com
Telephone: 01273 074611

2.2 “You” or “Client” means the person or organisation purchasing services from us, as set out in the order form, proposal, or online sign‑up.

3. Definitions

In these Terms:

  • Agreement means the contract between you and us, made up of these Terms and any order form, proposal, or online sign‑up (“Order Form”).
  • Services means any services we provide to you, including Frively Sites, Frively Software and Frively Social.
  • Frively Sites means our website design, build, SEO‑led content and hosting services for local businesses.
  • Frively Software means our booking, management and marketing software for salon and clinic businesses.
  • Frively Social means our done‑for‑you social media content creation and/or management services.
  • Start Date means the earlier of (a) the date you sign the Order Form or accept these Terms online, or (b) the date we first start providing Services to you.
  • Service Start Date means the date agreed in the Order Form for a Service to go live or become available for your use.
  • Initial Term means the initial minimum contract period for the relevant Service, as set out in clause 6.
  • Renewal Term means any period after the Initial Term for which the Agreement automatically renews.
  • Billing Cycle means the period for which we invoice you in advance (monthly or annually).

4. Ordering our Services

4.1 You may order Services by:

  • signing an Order Form or proposal; or
  • completing an online sign‑up or purchase journey.

4.2 The Agreement starts on the Start Date and continues for the relevant Initial Term and any Renewal Terms, unless ended earlier in line with these Terms.

4.3 If there is any conflict between an Order Form and these Terms, the Order Form takes priority for that specific order.

5. Fees, billing and payment

5.1 Fees for the Services will be set out in your Order Form or online sign‑up. All fees are exclusive of VAT and any other applicable taxes, unless stated otherwise.

5.2 Billing cycles

  • Unless an annual agreement is in place, Services are billed monthly in advance.
  • Where an annual agreement is in place, Services are billed annually in advance.

Your Order Form or online sign‑up will confirm whether you are on a monthly or annual Billing Cycle.

5.3 Invoices and payment

  • We will issue invoices in line with your Billing Cycle.
  • Invoices are payable in full within 14 days of the invoice date (unless your Order Form states a different payment term).
  • You authorise us to take payment using the payment details you provide (for example, direct debit or card payment).

5.4 Late payment

If you do not pay an invoice on time, we may:

  • charge interest on overdue amounts at the statutory rate (or, if lower, the maximum permitted by law);
  • suspend some or all of the Services until payment is made; and/or
  • recover any reasonable costs of collection.

5.5 No set‑off

You agree to pay all fees without set‑off or deduction, except where you have a legal right to do so.

5.6 Early termination fees

Unless the Agreement is ended by you under clause 16.3 (our material breach) or by us under clause 16.2(b) (our convenience), if you end the Agreement, or a particular Service, before the end of the applicable Initial Term or Renewal Term, all fees that would have been payable for the remainder of that term will become immediately due.

6. Contract term and renewals

6.1 Start Date

The Agreement starts on the Start Date and continues until ended in line with this clause 6 or clause 16.

6.2 Frively Software and Frively Social – standard term

For Frively Software and Frively Social:

  • The Initial Term is 3 months from the relevant Service Start Date, unless a different Initial Term is set out in your Order Form.
  • At the end of the Initial Term, that Service will automatically renew for further periods of 1 months (each a Renewal Term) unless you or we give at least one (1) month’s written notice of non‑renewal before the end of the Initial Term or then‑current Renewal Term.

6.3 Frively Sites – 24‑month minimum term

For Frively Sites:

  • The Initial Term is 24 months from the Frively Sites Service Start Date.
  • At the end of the Initial Term, Frively Sites will automatically renew for successive 12‑month Renewal Terms.
  • You or we may prevent renewal by giving at least one (1) month’s written notice of non‑renewal before the end of the Initial Term or the then‑current Renewal Term.

6.4 Effect of notice

If you give valid notice of non‑renewal under this clause:

  • The relevant Service will continue until the end of the then‑current term, and
  • All fees remain payable up to that date.

7. Frively Sites – specific terms

7.1 Scope
Frively Sites typically includes some or all of:

  • Strategy, planning and site structure
  • Design and build of a high‑performing, SEO‑led website
  • Creation and/or optimisation of content and service pages
  • Technical SEO best practice
  • Hosting and ongoing technical maintenance (where included in your plan)

The exact scope will be set out in your Order Form.

7.2 Domains and hosting

  • Unless agreed otherwise, you remain the registrant and owner of your domain name.
  • Where we purchase or manage a domain on your behalf, we will do so as your agent and may require your cooperation to transfer or update ownership details.
  • Where hosting is included, we will use reputable third‑party hosting providers. We do not guarantee uninterrupted availability but will use reasonable efforts to minimise downtime.

7.3 Content

  • You are responsible for providing accurate information about your business, services, prices and policies.
  • We may draft or edit content, but you are responsible for reviewing and approving it before it goes live.
  • You must promptly tell us if any content becomes inaccurate or needs to be updated.

8. Frively Software – specific terms

8.1 Access

  • We grant you a non‑exclusive, non‑transferable licence to access and use Frively Software for your internal business purposes during the term of the Agreement.
  • You must ensure only authorised users in your business access the software using their own login details.

8.2 Usage limits

  • Any user limits, locations or other usage restrictions will be set out in your Order Form.
  • You must not attempt to circumvent any technical limits or use the software for any purpose other than supporting your salon or clinic business.

8.3 Third‑party integrations

  • Frively Software may integrate with third‑party services (for example, payment providers or communication tools).
  • Your use of those third‑party services is subject to their own terms and conditions, and we are not responsible for them.

9. Frively Social – specific terms

9.1 Scope

Frively Social typically includes some or all of:

  • Strategy and content planning
  • Creation of social media posts (copy, images and/or video snippets)
  • Scheduling and/or publishing posts to agreed platforms
  • Basic community management where agreed

The exact deliverables and posting schedule will be set out in your Order Form.

9.2 Approvals

  • We may ask you to approve content before it is published. You are responsible for checking accuracy, tone and any claims made.
  • If you do not provide feedback within any agreed timeframe, we may treat content as approved and proceed to publish.

9.3 Platform rules

  • You must comply with the terms of each social media platform.
  • We cannot guarantee that any platform will approve, display or continue to display your content.

9.4 No performance guarantees

We will use reasonable skill and care to create and manage content, but we do not guarantee any particular number of followers, level of engagement, enquiries, bookings or revenue.

10. Acceptable use

You must not use the Services (or allow them to be used):

  • for any unlawful, harmful, fraudulent or misleading activity;
  • to upload, publish or share content that is defamatory, discriminatory, obscene or infringes anyone’s rights;
  • to interfere with or attempt to interfere with the security, integrity or performance of our systems;
  • to reverse engineer, decompile or copy our software or proprietary tools;
  • to resell, sub‑licence or provide the Services to third parties, except as clearly agreed in writing.

We may suspend or restrict the Services if we reasonably believe you are in breach of this clause, and will try to notify you where legally and practically possible.

11. Your responsibilities

You agree to:

  • provide us with accurate and up‑to‑date information we reasonably need to deliver the Services;
  • give timely approvals, access, logins and instructions;
  • ensure you have all necessary rights, licences and permissions for any content, images, branding or data you supply;
  • comply with all applicable laws and regulations in relation to your business and how you use the Services (including advertising rules and sector‑specific regulations).

We are entitled to rely on information and approvals you give us, and delays caused by your failure to do so may impact delivery timescales.

12. Intellectual property

12.1 Our IP

We (or our licensors) own all intellectual property rights in:

  • Frively Sites frameworks, templates and underlying code;
  • Frively Software;
  • our processes, tools, know‑how and internal documentation.

Except as expressly set out in these Terms, you do not acquire any right, title, or interest in our intellectual property.

12.2 Licence to you

Subject to payment of all applicable fees, we grant you a licence to use:

  • your Frively Site for your business during the term of the Agreement;
  • Frively Software for your internal business purposes;
  • content we create for you as part of Frively Social, on the agreed platforms.

The licence is non‑exclusive and non‑transferable.

12.3 Your IP

You retain ownership of:

  • your business name, logo, branding and brand assets;
  • any content, images or materials you provide to us.

You grant us a non‑exclusive, royalty‑free licence to use, reproduce, modify and display your materials for the purposes of providing the Services, marketing your business, and (where agreed) showcasing our work in our portfolio and marketing.

12.4 Third‑party materials

Some elements used in your website, content or software (for example fonts, stock images, plugins or integrations) may be subject to third‑party licences. Those rights remain with the relevant third parties and may be subject to their licence terms.

13. Data protection and privacy

13.1 Both parties will comply with applicable data protection laws, including UK GDPR and the Data Protection Act 2018.

13.2 In most cases:

  • You are the data controller of your customers’ personal data; and
  • We act as your data processor when providing certain Services (for example, operating Frively Software).

13.3 Our use of personal data is described in our Privacy Policy, available on our website. Where required, we may enter into a separate Data Processing Agreement with you, which will form part of the Agreement.

13.4 You are responsible for:

  • ensuring you have the necessary lawful basis for collecting and providing any personal data to us;
  • complying with your own legal obligations in relation to your customers’ data.

14. Warranties

14.1 We warrant that we will provide the Services:

  • with reasonable skill and care; and
  • substantially in accordance with the Agreement.

14.2 We do not warrant that:

  • the Services will be uninterrupted or error‑free;
  • any particular search engine ranking, number of leads, bookings or revenue will be achieved;
  • third‑party platforms or providers will continue to be available or behave in any particular way.

14.3 Except as expressly set out in these Terms, all other warranties and conditions (whether express or implied by law) are excluded to the fullest extent permitted by law.

15. Liability

15.1 Nothing in these Terms limits or excludes liability for:

  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation; or
  • any other liability that cannot legally be limited or excluded.

15.2 Subject to clause 15.1, we will not be liable for:

  • loss of profits, revenue or anticipated savings;
  • loss of business, contracts or opportunity;
  • loss or corruption of data;
  • any indirect or consequential loss or damage.

15.3 Subject to clauses 15.1 and 15.2, our total aggregate liability to you arising out of or in connection with the Agreement (whether in contract, tort, negligence or otherwise) is limited to the total fees you have paid to us in the 12 months immediately before the event giving rise to the claim.

16. Suspension and termination

16.1 Suspension

We may temporarily suspend all or part of the Services if:

  • you fail to pay any undisputed amount when due;
  • we reasonably believe your use poses a security or legal risk; or
  • we are required to do so by law or by a competent authority.

We will lift any suspension as soon as reasonably possible after the issue is resolved.

16.2 Termination by us

We may terminate the Agreement (or any particular Service):

  • by giving you written notice of non‑renewal in line with clause 6;
  • at any time on giving you at least 30 days’ written notice (for convenience), in which case we will refund any pre‑paid fees for Services not yet provided;
  • immediately on written notice if you commit a material breach which, if capable of remedy, you do not remedy within 14 days of being notified.

16.3 Termination by you

You may terminate the Agreement (or any particular Service):

  • by giving notice of non‑renewal in line with clause 6; or
  • immediately on written notice if we commit a material breach which, if capable of remedy, we do not remedy within 14 days of being notified.

16.4 Consequences of termination

On termination or expiry of the Agreement:

  • your right to access and use Frively Software will end;
  • we may remove or disable access to your Frively Site and/or content if fees remain unpaid;
  • you must pay all outstanding fees, including any early termination charges under clause 5.6;
  • clauses which are intended to survive termination (including 5.6, 12, 13, 15, 16.4, 17 and 18) will continue to apply.

17. Changes to these Terms

17.1 We may update these Terms from time to time, for example to reflect changes in law, our services or our business.

17.2 If we make a material change, we will notify you (for example by email or via our website or software). The updated Terms will apply:

  • to new orders immediately; and
  • to existing clients from the start of their next Renewal Term, unless we state otherwise or you have a specific written agreement with us.

18. General

18.1 Entire agreement
The Agreement is the entire agreement between you and us relating to its subject matter and supersedes any prior discussions or understandings.

18.2 Assignment
You may not assign or transfer your rights or obligations under the Agreement without our prior written consent. We may assign or transfer our rights and obligations, for example in connection with a business sale or restructuring.

18.3 Severance
If any part of these Terms is found to be invalid or unenforceable, the rest will remain in full force.

18.4 No waiver
A failure or delay by either of us to exercise any right or remedy will not constitute a waiver of that or any other right or remedy.

18.5 Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.