Skip to content
Varsuite
Start a build
Legal

Terms of Service

Last updated: June 2026

We try to keep our terms readable. They set out how we scope, deliver, price, support and govern the work we do for you, and the responsibilities on both sides. If anything here is unclear, ask us. We’d rather you understood these terms than skimmed them.

Definitions

In these terms the following words have the meanings given below.

About these terms and acceptance

These terms govern the Services provided by Varsuite Media Group Ltd (“Varsuite”, “we”, “us”) to you, our Client. By engaging us, signing or accepting a Quote, or paying an invoice, you agree to them.

Where you have a signed Quote or Statement of Work, it forms part of our agreement with you. If anything in a signed Quote conflicts with these terms, the signed Quote prevails for that piece of work. After that, these terms take precedence over any other document, including your own purchase order or standard terms, unless we have agreed otherwise in writing. We may update these terms over time, as explained in “Changes to these terms” below.

Our services

We are an AI-powered digital production studio. We use intelligent agents, overseen by our team, to design, build, test and manage digital products. Depending on what you commission, this may include:

Clients receive a customer portal with a services overview, your websites and services, an agent terminal for plain-English chat with your Agent, invoices, support tickets, and an emergency stop that pauses Agent activity.

Quotes, scope and change requests

The work we will do for you, and what it costs, is defined in your Quote. We will deliver what the Quote describes. Anything outside that scope is a change request.

If you ask for changes that go beyond the agreed scope, or if requirements you give us change, we will re-scope the work and provide a revised quote before carrying it out. Additional work is only chargeable once agreed. Estimates of timing are given in good faith and are not guarantees, and timelines may move where scope changes or where we are waiting on you.

Brochure websites

Brochure websites are charged at £500 as a one-off build fee, followed by £100 per month. The monthly fee applies for as long as the website is live and covers:

There are no per-change fees within fair and reasonable use. If the monthly subscription ends, the hosting, monitoring and changes it covers end with it.

Custom builds, integrations and AI agents

Custom software, integrations, automations and AI agents start from £1,000 and are individually scoped and quoted based on the work involved.

Where we build and operate an AI agent for you, an ongoing fee of £150 per month applies for each AI agent we operate for you. This keeps the Agent operational and covers ongoing improvements, configuration changes and unlimited data integrations. If this fee ends, we stop operating the Agent and the service is discontinued.

Fees, VAT and payment

Build fees are invoiced as agreed in your Quote. Monthly fees are billed in advance. Invoices are due within the period stated on them.

All fees are exclusive of VAT. Where VAT applies, it is added at the prevailing rate and shown on your invoice. You are responsible for any other taxes, duties or third-party charges (for example domain registration, payment processing or advertising spend) that arise from the Services, unless your Quote says otherwise.

Late payment and suspension

If you are a business and an invoice is overdue, we may charge interest at 8% above the Bank of England base rate, together with the fixed recovery sum and reasonable recovery costs, under the Late Payment of Commercial Debts (Interest) Act 1998. The provisions of that Act apply to business Clients only. Interest accrues from the due date until payment is made in full.

Where fees remain unpaid after a reasonable reminder, we may pause or suspend the affected Services, including hosting, changes and Agent operation, until your account is brought up to date. We will give you notice before doing so where we reasonably can.

Term, renewal and cancellation

Monthly Services, including Care Plans and Agent operation, run on a rolling monthly basis and renew automatically each month until cancelled. You may cancel a monthly Service on at least 30 days’ written notice, taking effect at the end of the then-current paid month, unless your Quote says otherwise.

Cancelling ends the Services that fee pays for. For a brochure site that means hosting, monitoring and changes stop. For an Agent that means we stop operating it and the service is discontinued. Fees already invoiced or due up to the end of your notice period remain payable, and one-off build fees are not refundable once work has begun.

Consumers

Most of our Clients are businesses, and these terms are written on that basis. If you are dealing with us as a consumer (outside any trade, business or profession), the following also applies and nothing in these terms affects your statutory rights, including your rights under the Consumer Rights Act 2015 that we supply services with reasonable care and skill and that any goods and digital content are of satisfactory quality and fit for purpose.

Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you normally have 14 days to cancel a contract made at a distance, starting from the day it is entered into. If you ask us in writing to begin during the 14-day period (an express request), we may start straight away. You acknowledge that once the Service has been fully performed you will lose your right to cancel, and that if you cancel before full performance we may charge a proportionate amount for the work done up to that point.

Your responsibilities and dependencies

To deliver the Services we rely on you. You agree to:

Where a delay, additional cost or problem is caused by late, inaccurate or missing input from you, or by access we have asked for and not received, we are not responsible for the resulting impact on timing or outcome, and we may adjust timelines or re-quote affected work.

Acceptance and approval

Before anything goes live we share a watermarked preview or a staging version for you to review. Where you approve a preview or staging version, that approval is your confirmation that the work is acceptable and may go live. If you do not provide approval or specific written objections within 10 business days of us sharing a preview or staging version, the work is deemed accepted. Once approved or deemed accepted and published, further changes are handled as new requests under your plan or a fresh Quote.

Discovery and recordings

To build effective systems and agents we need to understand how your business works. With your consent, we may visit your business and record discovery conversations. Recordings and their transcripts are used to build, train and improve the systems and Agent we deliver to you.

Recordings are only ever made with your agreement. How we handle them is described in our Privacy Policy.

AI agents and outputs

Our agents assist with and accelerate work, but you remain responsible for the decisions you make using their output. While we review what agents produce, we do not warrant that any output is error-free, or that any particular business result, ranking, revenue or other outcome will be achieved.

AI-generated content

Our agents use artificial intelligence to produce designs, code, copy, marketing content and other materials. AI can make mistakes. While we review output and build in checks, you are responsible for reviewing and approving what we deliver before it is published or relied upon.

We do not warrant that AI output is accurate, complete or fit for a particular purpose, or that it does not resemble material produced by or for a third party. Where similarity to existing material would be a concern for you (for example brand names, slogans or distinctive content), you should carry out your own checks before relying on or publishing it.

Automation and authorisation

Some Services can run automatically, including scheduling and publishing content to your websites and social media channels, applying changes, and operating an Agent on your behalf. Automated Features are off until you switch them on. They are opt-in.

By enabling an Automated Feature (for example full-automation social posting) you authorise Varsuite and its agents to act on your behalf within that feature, you accept that content may be published without your prior review, and you remain responsible for that content. You can switch any automation back to manual review, or pause everything using the emergency stop, at any time. Subject to the “Limitation of liability” section below, we are not liable for losses arising from content or actions you authorised us to automate, except to the extent such losses cannot be excluded by law or arise from our breach of these terms.

Intellectual property

We retain all rights in our background intellectual property, our tooling, our methodologies, our libraries and our general know-how, including anything we develop or reuse across clients. Nothing in these terms transfers those rights to you.

On full payment for a piece of work, the Deliverables created specifically for you are licensed or assigned to you as set out in your Quote. Unless your Quote states that the Deliverables are assigned to you, you receive a non-exclusive licence (or, where your Quote says so, an exclusive licence) to use the Deliverables for your own business purposes on payment in full. This licence or assignment is given without any warranty of non-infringement or originality in respect of AI-assisted output, save for our obligation to perform the Services with reasonable care and skill. Until payment is made in full, any licence to use the Deliverables is conditional and may be withheld.

Third-party and open-source components included in your Deliverables remain subject to their own licences, and your use of them must comply with those licences. You grant us a non-exclusive licence to use the Content, data and materials you provide for the purpose of delivering the Services. If you give us feedback or suggestions, we may use them freely without any obligation to you.

Confidentiality

Each of us may receive confidential information from the other. Both parties agree to keep the other’s confidential information confidential, to use it only to perform or receive the Services, and to protect it with reasonable care. This does not apply to information that is or becomes public through no breach, that a party already held without restriction, or that must be disclosed by law or a regulator.

Data protection

Where we process personal data on your behalf to deliver the Services, we act as your processor and you act as the controller. Where we determine our own purposes (for example our own business administration and marketing), we act as a controller in our own right. Our handling of personal data is described in our Privacy Policy, and the processor terms are set out in our Data Processing Addendum, which forms part of our agreement where it applies and which sets out the roles and responsibilities of each party. You are responsible for ensuring you have a lawful basis to share the personal data you provide to us.

Backups and your data

While we take reasonable measures to keep the Services running, and where we host for you we take reasonable routine backups as part of normal operations, we are not the system of record for your business. You are responsible for keeping your own copies of the Content and data you need to retain independently of our Services.

On termination, you may ask us to export or return a copy of the Content and data we hold for you, in a reasonable format and within a reasonable period, and we may charge a fair amount for any non-trivial export work. Personal data is returned or deleted in line with our Data Processing Addendum. After a reasonable retention window following termination, we may delete data held for you, so please retrieve anything you need in good time.

Third-party platforms

Our Services connect to third-party platforms and tools (for example social networks, payment gateways, advertising platforms, and third-party hosting, infrastructure and AI providers). Your use of those platforms is subject to their own terms, and we are not responsible for their availability, decisions, fees or changes, including if a platform removes content, suspends an account, changes how it works, or changes its pricing.

Warranties and disclaimers

We will perform the Services with reasonable care and skill. Nothing in this section affects the statutory rights of a Client dealing as a consumer. Except for those statutory rights, and to the fullest extent permitted by law, and except as expressly stated in these terms, the Services and Deliverables are provided on an “as is” basis, and we exclude all other warranties, conditions and representations, whether express or implied. We do not guarantee that the Services will be uninterrupted, error-free, or free of vulnerabilities, or that any particular result will be achieved.

Availability, hosting and emergency stop

We aim to keep Services and hosting available and use reasonable endeavours to do so, but we do not guarantee uninterrupted or error-free operation, and we are not liable for downtime caused by third parties, your own systems, or events outside our reasonable control. Where you are on a Care Plan, the targets and remedies in our Service Level Agreement apply, and the service credits in that Service Level Agreement are your sole and exclusive remedy for any missed availability or service target.

Your portal includes an emergency stop that pauses Agent activity on your account. It is provided to give you control. Using it may interrupt scheduled work, deployments and posts, and we are not responsible for the effects of pausing or for delays that result.

Limitation of liability

Nothing in these terms excludes or limits any liability that cannot be excluded or limited by law, including the statutory rights of a Client dealing as a consumer, our liability for death or personal injury caused by our negligence, and our liability for fraud or fraudulent misrepresentation.

Subject to the paragraph above, our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees you have paid us for the work giving rise to the claim in the twelve months before the claim arose.

Subject to the first paragraph of this section, we are not liable for any loss of profit, revenue, business, anticipated savings, data, goodwill or reputation, whether direct or indirect, nor for any other indirect or consequential loss, even where that loss was foreseeable. Nothing in this paragraph reduces our responsibility, up to the cap set out above, for losses that flow directly from our own breach of these terms.

Indemnity

Where you are a business, you agree to indemnify Varsuite against claims, losses, liabilities and reasonable costs arising from the Content or data you provide or approve, from actions you authorise us or our agents to take on your behalf, from your breach of these terms, and from any breach by you of a third-party platform’s rules. This indemnity does not apply to a Client dealing as a consumer. The caps and exclusions in the “Limitation of liability” section apply to our own liability and do not limit the amounts recoverable from you under this indemnity.

Acceptable use

You agree not to use our Services, or anything we build for you, to host or distribute unlawful, infringing, defamatory, harmful or misleading content, to break any third-party platform’s rules, or to do anything illegal. We may suspend or remove anything that breaches this, and may decline or stop work that we reasonably believe is unlawful or harmful.

You confirm you own, or have permission to use, everything you give us (logos, images, text, data and product information) and that it does not infringe anyone else’s rights.

Suspension and termination for cause

Either party may terminate the agreement, or a particular Service, on written notice if the other party commits a material breach that is not remedied within a reasonable period after being asked to do so, or becomes insolvent, enters an arrangement with its creditors, or ceases or threatens to cease trading. We may also suspend or terminate Services immediately where use is unlawful, harmful, or in breach of acceptable use.

Effect of termination

On termination, all fees due up to the effective date become payable, we stop operating any Agent we run for you, and hosting, monitoring and changes covered by a monthly fee end. We will return or delete your personal data in line with our Data Processing Addendum, and the “Backups and your data” section explains what export or return of Content is available. Any terms that by their nature should survive termination, including those on intellectual property, confidentiality, liability and indemnity, continue to apply.

Force majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including failures of third-party platforms, infrastructure or AI providers, internet or power outages, acts of government, industrial action, or natural events. Affected obligations are suspended for the duration of the event.

Assignment and subcontracting

We may subcontract parts of the Services and engage sub-processors and selected service providers (for example third-party hosting, infrastructure and AI providers) to help deliver the work. A current list of the categories of provider we use is available on request. You may not assign or transfer your rights or obligations under the agreement without our prior written consent.

General

These terms, together with your Quote, our Privacy Policy, Data Processing Addendum and, where it applies, our Service Level Agreement, form the entire agreement between us and replace any earlier discussions or representations. If any provision is found to be invalid or unenforceable, the rest continues in force. A failure to enforce a term is not a waiver of it. Nothing in these terms creates a partnership, joint venture or agency between us. Notices should be in writing and sent to the contact addresses we hold for each other. A person who is not a party to the agreement has no rights to enforce it under the Contracts (Rights of Third Parties) Act 1999.

Changes to these terms

We may update these terms from time to time. The current version is always published here, and the version in force for a piece of work is the one published when you engage us for that work. Updated terms apply to engagements entered into after they are published; they do not change a Quote you have already accepted, except where the update is needed to comply with law.

Governing law and jurisdiction

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.

Company details

Varsuite Media Group Ltd, trading as Varsuite, a company registered in England and Wales. Company number: [Company number to be inserted]. Registered office: [Registered office address to be inserted].

Contact

Questions about these terms? Email hello@varsuite.co.uk.