Service Agreement

Last Updated: December 2025

This Service Agreement (“Agreement”) is made between Branch Agency Ltd (“Service Provider”, “Us”, “We”) and the entity subscribing to our services (“Client”, “You”). By subscribing to a Branch Plan (Sapling, Roots, or Canopy), you agree to be bound by these terms.

1. Definitions & Service Model

1.1 The Model

Branch is a managed website-as-a-service platform. Unlike traditional agencies where you pay an upfront fee for a product, Branch provides a website, hosting, and management as a bundled monthly service.

1.2 The Platform

“The Platform” refers to the underlying WordPress installation, the proprietary “Branch Blocks” theme, the codebase, and the server infrastructure provided by us.

1.3 The Content

“Content” refers to all text, images, videos, blog posts, and data provided by the Client to be displayed on the website.

2. Term & Payment

2.1 Minimum Term

All plans are subject to a minimum contract term of 12 months (“Initial Term”). This term allows us to amortise the cost of the initial website build and setup, which is provided at no upfront cost.

2.2 Payment Method

Payments are collected monthly via Direct Debit (GoCardless). The Client agrees to maintain an active Direct Debit mandate for the duration of the Agreement.

2.3 Annual Payment

Clients may choose to pay for the Initial Term (12 months) upfront via BACS transfer. This waives the requirement for a Direct Debit mandate.

2.4 Renewal

After the Initial Term, this Agreement will automatically renew on a rolling monthly basis. The Client may cancel with 30 days’ written notice.

2.5 Late Payments

Failure to pay the monthly fee within 14 days of the due date may result in the temporary suspension of the website and services until the balance is cleared.

3. Intellectual Property (IP) Rights

We believe in fair ownership. This clause distinguishes between what you own and what we own.

3.1 Client Ownership

You retain full intellectual property rights to your Content. All text, imagery, branding assets, and customer data belong to you. In the event of termination, you are entitled to export this data.

3.2 Branch Ownership

We retain intellectual property rights to the Platform Code, including the custom Branch Theme, the layout blocks, and the specific configuration of the WordPress environment. This code is licensed to you for use whilst you are an active subscriber.

3.3 Buyout Option

Should you wish to move the entire website (Content + Code/Design) to another host, a “Buyout Fee” will apply. This fee is calculated based on the complexity of the site and the tenure of your subscription, and will be quoted in writing for your approval before any work is carried out.

4. Service Inclusions (Studio Time)

4.1 Studio Time

Depending on your plan (Sapling, Roots, or Canopy), you are allocated a defined number of “Studio Time” hours per month. All day-to-day work requests are delivered using this Studio Time allocation.

Examples of work covered by Studio Time include:

• Content updates (text, images, blogs, case studies)
• Creating new pages using existing Branch blocks
• Design refinements and layout changes
• Building new functionality within the scope of the Branch platform
• Creating new Gutenberg blocks that extend the Branch block library
• Technical improvements, performance optimisations, and accessibility enhancements

Studio Time does not include:

• Complete website rebuilds or wholesale redesigns
• Services not offered by Branch, including PPC, paid media, or social media management
• Bespoke software or applications outside the WordPress platform
• Third-party product development or integrations that fall outside agreed platform scope

4.2 Expiry of Studio Time

Studio Time hours do not roll over to the following month. Unused hours expire at the end of each billing cycle.

4.3 Turnaround Time

We aim to complete standard Studio Time requests within 24 business hours (Monday to Friday, 9am–5pm UK Time), subject to scope and complexity.

5. Hosting, Security & Ongoing Bug Fixing

5.1 Hosting

The Service includes premium hosting, SSL certificates, and CDN configuration via Cloudflare (or equivalent providers of similar standing).

5.2 Ongoing bug fixing commitment

If code written or configured by Branch malfunctions or behaves in a way that is not in line with the agreed specification, we will fix it at no additional cost to you for the lifetime of your subscription.

5.3 Exclusions

This commitment does not cover issues caused by:

• Third-party APIs or services changing or failing (e.g., social media feeds, external integrations)
• User error (e.g., if a Client with appropriate access deletes or modifies content or settings)
• Browser obsolescence (e.g., errors appearing only on outdated browsers such as Internet Explorer 11)
• Network or connectivity issues outside our control

5.4 Plugins

To maintain security and performance, Clients are not permitted to install their own WordPress plugins. All plugin requests must be vetted and installed by Branch at our discretion.

6. AI Services (Chatbot & Search)

6.1 Provider

AI features (including chatbot and on-site search) are powered by HOLP.ai. By using these features, you agree to the applicable terms of service of HOLP.ai.

6.2 Accuracy & Responsibility

We use Retrieval-Augmented Generation (RAG) and similar techniques to ground AI responses in your data. However, AI can occasionally produce inaccuracies or incomplete answers. Branch accepts no liability for incorrect advice or statements made by the AI Chatbot or AI Search to your customers or users. The Client remains responsible for reviewing and approving any AI-generated content or responses that may impact legal, financial, or operational decisions.

7. Limitation of Liability

7.1 No Consequential Loss

Branch shall not be liable for any indirect or consequential loss, including (but not limited to) loss of profit, loss of data, or damage to reputation arising from the use of the website or temporary downtime.

7.2 Third-Party Outages

We utilise reputable, enterprise-grade infrastructure providers (such as Cloudflare and cloud hosting providers), but we cannot guarantee 100% uptime if these underlying providers experience outages or degradation of service.

7.3 Cap on Liability

Our total liability to you for any claim arising out of or in connection with this Agreement shall be limited to the total amount paid by you to Branch in the 3 months preceding the event giving rise to the claim.

8. Termination

8.1 Notice Period

After the Initial Term, you may terminate this Agreement with 30 days’ written notice via email.

8.2 Early Termination

If you wish to cancel during the Initial Term (the first 12 months), the remaining balance of the Initial Term becomes due, reflecting the discounted upfront development and setup that were provided at the start of the Agreement.

8.3 Offboarding

Upon termination, we will provide you with an XML export of your Content. We will keep your site live until the end of your paid billing period, after which it will be taken offline and deleted from our servers.

9. Data Protection

Branch will process any personal data on your behalf in accordance with applicable UK data protection laws, including the UK GDPR and the Data Protection Act 2018. If required, a separate Data Processing Agreement can be provided to cover specific data processing activities.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.