Terms & Conditions

Important: these Terms must be read together with the applicable Order Summary / Statement of Work and, where Henderson Web processes personal data on a client's behalf, the Data Processing Schedule at Schedule 1.

Parties

These Terms are between:
• Supplier: Henderson Web Co Ltd, a company registered in England and Wales with company number 17307808, trading as Henderson Web, of 28 Henley Drive, Timperley, Altrincham, WA15 6RY, email hello@hendersonweb.co.uk, telephone +44 7943 393502, not VAT registered; and
• Client: the person or business identified in the relevant Order Summary / Statement of Work.

Interpretation

In these Terms:
"Acceptance Criteria" means the criteria, if any, stated in the Statement of Work for acceptance of a Deliverable.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for normal business.
"Change Request" means a written request to vary the Services, Deliverables, timetable, assumptions or Charges.
"Client Materials" means all content, copy, logos, images, video, credentials, data, documentation, instructions and other materials supplied by or on behalf of the Client.
"Deliverables" means the website, pages, configured features, assets, reports, templates and other outputs expressly listed in the Statement of Work.
"Initial Term" means the minimum contractual commitment stated in the Order Summary, being 12 months unless otherwise stated.
"Order Summary / Statement of Work" means the commercial page, proposal, checkout summary or order form accepted by the Client and incorporated into these Terms.
"Services" means the website design, development, deployment, hosting, support, content implementation, SEO setup, maintenance and related services identified in the Statement of Work.
"Third-Party Services" means products and services provided by third parties, including hosting infrastructure, registrars, email providers, payment processors, analytics providers, maps, fonts, plugins, APIs, communications services and embedded tools.

Acceptance of Terms

These Terms apply to all work carried out by Henderson Web, and apply to the exclusion of any terms proposed by the Client unless expressly agreed in writing by the Supplier.

By approving an Order Summary, accepting a quote, paying an invoice, completing an online order, or instructing Henderson Web to begin work by email, message, call, form submission or any other written or verbal instruction, the Client confirms that they have read, understood and accepted these Terms.

If the Client asks Henderson Web to begin work before signing a separate agreement, that instruction will be treated as acceptance of these Terms and the relevant Order Summary, quote or written proposal.

No paid work will begin until the Client has accepted these Terms, either expressly or by giving instructions for work to start. No request for a free mock-up or exploratory design concept creates a binding contract for paid Services unless and until the Order Summary is accepted and the Supplier confirms commencement.

Where these Terms and an Order Summary conflict, the order of precedence is: the Order Summary / Statement of Work; these Terms; any accepted Change Request; and the Data Processing Schedule, where applicable.

Scope of Services

The Supplier shall provide the Services and Deliverables described in the Statement of Work using reasonable skill and care.

Unless expressly stated otherwise, the Services may include some or all of the following: discovery, homepage mock-up, design, website build, responsive implementation, content population, launch assistance, hosting, routine technical platform updates, limited support time, analytics setup, basic on-page SEO setup, contact or quote forms, and agreed post-launch maintenance.

Any feature, integration, page, template, migration, booking engine, ecommerce function, payment flow, CRM integration, advanced SEO work, copywriting, accessibility remediation, security hardening, uptime commitment, response-time SLA, or training not expressly listed in the Statement of Work is excluded from scope unless later added by Change Request.

The Supplier may use employees, freelancers and sub-contractors to perform the Services, remaining responsible for their acts and omissions as required by law and contract.

Free mock-up and pre-contract concepts

Where the Supplier provides a free mock-up, sample homepage or pre-contract concept:
• it is supplied solely for evaluation;
• all background intellectual property in that concept belongs to the Supplier or its licensors;
• the Client must not copy, exploit, share with another provider or publish it without written consent; and
• no obligation arises on the Supplier to provide source files, development files or editable assets unless a paid contract is later concluded.

Client dependencies and responsibilities

The Client shall:
• provide accurate, timely and lawful instructions;
• provide all Client Materials, approvals, credentials and decisions reasonably required for the Services;
• ensure that anyone giving instructions on its behalf has authority to do so;
• obtain all necessary permissions, licences and consents for Client Materials and business claims;
• review Deliverables promptly;
• maintain its own records and backups of all original Client Materials; and
• comply with all laws applicable to its own website content, advertising claims, cookies, privacy disclosures and regulated activities.

The Supplier is entitled to rely on the accuracy and completeness of the Client Materials and is not obliged to independently verify the legality or substantiation of all client claims, testimonials, accreditations or marketing statements unless separately retained to do so.

Timetable and milestones

Any timetable is an estimate unless the Statement of Work expressly states that time is of the essence for a particular milestone.

A launch target such as "live within 7 days" applies only where the Client supplies all agreed materials, approvals and credentials in full and on time, and where no Change Request, third-party delay, registrar issue, hosting outage, force majeure event or compliance issue prevents launch.

If the Client delays any dependency, the Supplier may revise the timetable, reallocate development slots and invoice any Charges triggered by the relevant milestone once the Supplier has completed all work that can reasonably be completed without the missing dependency.

Acceptance and deemed acceptance

The Supplier shall notify the Client when a Deliverable is ready for review.

Unless a different review period is stated in the Statement of Work, the Client shall, within 5 Business Days of notification:
• confirm acceptance; or
• provide a written list of material non-conformities against the agreed scope or Acceptance Criteria.

If the Client fails to respond within that period, the Deliverable shall be deemed accepted only if the Supplier has previously told the Client, in the same notification, that silence will result in deemed acceptance. The Supplier will reproduce that wording prominently in each review email.

Minor defects or cosmetic items that do not materially prevent ordinary use shall not justify rejection; they shall instead be remedied within a reasonable time.

Once a Deliverable is accepted, any further work requested by the Client is chargeable unless it falls within an expressly included support allowance.

Change control

Either party may propose a Change Request.

No Change Request is binding unless agreed in writing. The Supplier may state the effect of the proposed change on Charges, deliverables, dependencies, acceptance criteria and delivery dates, and may suspend work on the affected part of the Services until the change is agreed or withdrawn.

Charges, Invoices and Payment

The Client shall pay the charges set out in the relevant Order Summary, quote, proposal or invoice.

For one-off builds, project builds, bespoke work, additional features, out-of-scope work or any other non-subscription work, invoices are deemed payable upon receipt unless agreed otherwise in writing.

All invoices must be paid in full, without deduction or set-off, within 28 days of the invoice date.

Henderson Web may pause work, delay launch, suspend support, withhold access to deliverables, or refuse to transfer, release or migrate any work where an invoice remains unpaid.

Where payment is overdue, Henderson Web may charge interest on business-to-business debts at 8% above the Bank of England base rate, calculated from the due date until payment is received. Henderson Web may also recover any fixed compensation and reasonable debt recovery costs permitted by law.

For monthly subscription plans, recurring charges are payable monthly in advance unless the Order Summary states otherwise. The Client must keep an active payment method in place for the duration of the subscription.

All charges are in pounds sterling. Third-Party Services are chargeable in addition unless expressly included. VAT is payable in addition if applicable, unless the Order Summary expressly says that no VAT is charged; if the Supplier is not VAT registered, the public order flow will say "No VAT is charged". The Supplier may require a valid payment mandate or card-on-file before starting paid work.

Build recovery and minimum commitment

Where the Order Summary states that there is no upfront build fee or that setup/design/build Charges are discounted or waived in return for the Initial Term, the commercial structure works as follows:
• the Client commits to the Initial Term stated in the Order Summary;
• the Order Summary must state the Standard Set-Up Fee (the usual one-off build price), the Discounted Set-Up Fee actually charged, if any, and the Build Recovery Amount recoverable if the Client terminates for convenience during the Initial Term;
• the Build Recovery Amount must be transparent and must not exceed the unpaid portion of the waived or discounted setup/build value identified in the Order Summary, less any part already recovered through paid recurring Charges if the Order Summary so states.

Where the Order Summary states that the Client has paid for the Initial Term upfront (a single payment for the first 12 months in place of monthly Charges), the setup/build value is treated as recovered in full at the outset and no Build Recovery Amount is payable on early termination for convenience. A consumer's statutory cancellation and refund rights are unaffected.

After the Initial Term, the contract continues on a rolling monthly basis at the ongoing monthly maintenance Charge stated in the Order Summary (which keeps the website live, hosted, maintained and supported), regardless of whether the Initial Term was paid monthly or upfront.

This clause is intended to make the commercial structure transparent and to avoid any implication that the Client is being charged an undisclosed penalty.

Suspension

The Supplier may suspend some or all Services on written notice where:
• the Client fails to pay overdue sums;
• the Client materials or instructions are unlawful, infringing, defamatory, misleading or otherwise create a material compliance risk;
• the Client's use of the Services risks harm to the platform, infrastructure, security or reputation of the Supplier or a third-party provider; or
• the Supplier is required to do so by law, regulator, registrar, host or court order.

Where practicable, the Supplier shall give prior notice and a reasonable opportunity to remedy, except where immediate suspension is reasonably necessary.

Monthly Subscription, Minimum Term and Notice

Monthly subscription plans are subject to a minimum 12-month term unless the Order Summary states otherwise.

During the minimum term, the Client may not cancel the subscription for convenience. If the Client chooses to stop using the Services, fails to provide content, delays approval, or no longer wishes to continue, the remaining charges for the minimum term remain payable.

After the minimum 12-month term, the subscription will continue on a rolling monthly basis.

After the minimum term has ended, the Client may suspend or cancel the subscription by giving at least one month's written notice.

Notice must be sent by email or another written method accepted by Henderson Web. The subscription will end at the end of the notice period, provided all outstanding charges have been paid.

If the Client asks to suspend the subscription rather than cancel it, Henderson Web will confirm in writing what Services will continue, what Services will stop, and whether any reduced hosting, maintenance or support fee will still apply.

Annual Fee Increases

Henderson Web may increase recurring monthly fees once in any 12-month period.

Henderson Web will give the Client at least 30 days' written notice of any fee increase.

Fee increases will not apply during the initial 12-month minimum term unless the increase relates to third-party costs, taxes, hosting, software, licence fees, payment provider charges, or additional Services requested by the Client.

After the minimum term, if the Client does not accept the increased fee, the Client may cancel the subscription by giving notice before the increase takes effect. If the Client continues to use the Services after the increase takes effect, the Client will be deemed to have accepted the new fee.

Termination

Either party may terminate the contract immediately by written notice if the other party commits a serious breach of these Terms and, where the breach can be fixed, fails to fix it within 14 days of being asked to do so in writing.

Henderson Web may suspend or terminate the Services if:
• the Client fails to pay any overdue invoice;
• the Client fails to keep an active payment method in place;
• the Client provides unlawful, misleading, infringing, abusive or inappropriate content;
• the Client asks Henderson Web to do anything unlawful, misleading, unethical or outside the agreed scope;
• the Client repeatedly delays approvals, content, access or decisions needed to complete the work;
• continuing to provide the Services would create legal, regulatory, security, reputational or technical risk for Henderson Web or any third-party provider;
• the Client becomes insolvent, stops trading, enters administration, liquidation or bankruptcy, or is unable to pay its debts.

If Henderson Web terminates because of the Client's breach, all unpaid charges become immediately due, including any charges due for the remainder of the minimum term and any agreed build recovery amount stated in the Order Summary.

The Client may terminate immediately if Henderson Web commits a serious breach of these Terms and fails to fix it within 14 days of being asked to do so in writing.

Cancellation during the minimum term does not remove the Client's obligation to pay charges due for the full minimum term, unless Henderson Web has committed a serious unremedied breach or the law gives the Client a right to cancel.

Consequences of Termination

When the contract ends:
• all unpaid invoices and charges become immediately due;
• Henderson Web may stop hosting, support, maintenance, updates and access to the Services;
• Henderson Web may take the website offline if hosting or maintenance is no longer being paid for;
• Henderson Web is not required to release, transfer or migrate any website, files, code, content, domain setup or assets until all outstanding charges have been paid;
• the Client remains responsible for any third-party costs, licence fees, domain fees, hosting fees or exit costs already incurred;
• each party must return or delete the other's confidential information, subject to legal retention obligations;
• any licence to use Henderson Web's background code, templates, systems, frameworks, tools or reusable materials continues only if expressly stated in the Order Summary and all charges have been paid; and
• clauses intended to survive termination continue, including payment, confidentiality, intellectual property, data protection, liability and dispute provisions.

The Client owns their own domain, logo, photos and content, provided those items were supplied by the Client or paid for in full. Henderson Web retains ownership of its reusable code, framework, templates, tools, systems, know-how and background intellectual property unless agreed otherwise in writing.

If the contract ends after the minimum term and all sums are paid, the Supplier shall provide reasonable exit assistance in accordance with the Exit assistance clause below.

Nothing in these Terms affects any statutory rights that apply to consumers.

Exit assistance and site transfer

Unless the Order Summary states that the arrangement is a pure managed/non-transferable hosted service, the Supplier shall, on written request made within 30 days of termination or expiry and subject to full payment of all Charges:
• supply an export of Client content and assets reasonably held by the Supplier in a standard format;
• where technically feasible, provide a copy of the production website files or codebase excluding non-transferable proprietary tooling, reusable frameworks, licensed components and third-party items the Supplier is not entitled to sub-license; and
• provide reasonable migration assistance at the Supplier's then-current rates.

The Supplier is not obliged to transfer:
• proprietary frameworks, internal code libraries, reusable modules or tooling;
• third-party plugins, paid themes, fonts, libraries or services licensed only to the Supplier;
• hosting infrastructure or accounts owned by the Supplier; or
• anything the Supplier is legally or technically unable to transfer.

The Order Summary will clearly tell the Client, in plain English, whether the product is fully transferable, transferable with exclusions, or a hosted/non-transferable managed service.

Intellectual property

All rights in the Client Materials remain vested in the Client or its licensors.

All rights in the Supplier's background intellectual property, tools, templates, reusable code, libraries, workflows, design systems, know-how, methodologies and pre-existing materials remain vested in the Supplier or its licensors.

Subject to payment in full of all Charges, the Supplier grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client's own internal business purposes in accordance with the Order Summary.

If the parties intend that copyright in specific Deliverables is to be assigned to the Client, that assignment must be expressly stated in the Order Summary or a separate deed of assignment, because copyright assignments must be in writing and signed.

Where the Order Summary states "IP assignment on final payment", the Supplier assigns to the Client the copyright in the bespoke elements of the final Deliverables identified there, excluding the Supplier's background intellectual property and third-party materials, with effect from receipt of cleared funds.

Client warranties on materials and business claims

The Client warrants that:
• it owns or has all rights needed to provide the Client Materials to the Supplier and to authorise the Supplier to use them;
• the Client Materials do not infringe third-party intellectual property rights, privacy rights or other rights;
• advertising, pricing, testimonial, review, accreditation and performance claims supplied by the Client are accurate, lawful and substantiated; and
• the Client's business and website activities are lawful.

Indemnities

The Client shall indemnify the Supplier against losses, liabilities, damages, claims, costs and expenses reasonably incurred arising from:
• any allegation that the Client Materials infringe third-party rights;
• any unlawful, defamatory, misleading or non-compliant content or instruction supplied by the Client; and
• the Client's unlawful use of the Services, quote tools, messaging tools or website.

The Supplier shall indemnify the Client against a third-party claim that the bespoke Deliverables created by the Supplier, excluding Client Materials and third-party services, infringe UK copyright or trade mark rights, provided that the Client promptly notifies the claim, gives the Supplier control of the defence, and does not admit liability without consent.

The Supplier may, at its option, modify the Deliverables, procure a licence, or refund the relevant Charges paid for the infringing part as the Client's exclusive indemnity remedy.

Warranties and compliance standard

The Supplier warrants that it will provide the Services with reasonable skill and care.

Except as expressly stated in these Terms and to the fullest extent permitted by law, all implied terms, conditions and warranties are excluded in business contracts, including warranties that the Services will be uninterrupted, error-free, secure, compatible with every third-party environment or sufficient to achieve any guaranteed ranking, revenue or lead level.

The Supplier does not warrant search rankings, ad performance, conversion rates, platform approval decisions or uninterrupted service from Third-Party Services.

Hosting, domains and third-party services

Where domain registration or DNS work is included, the Order Summary will state whether this means:
• the registration cost for the first year is included;
• only technical setup/connection is included; or
• renewals are payable separately by the Client.

Unless otherwise stated, domains should be registered in the Client's name and controlled through an account the Client can access.

Hosting is provided on a reasonable-efforts basis unless an express service level is agreed. Scheduled maintenance, emergency maintenance, third-party outages, registrar failures, upstream infrastructure incidents, denial-of-service attacks and events outside the Supplier's reasonable control do not amount to breach of contract if the Supplier acted reasonably.

Any Third-Party Services are subject to their own terms and availability. The Supplier is not liable for third-party withdrawal, API changes, suspension, cost increases or policy decisions outside its control, save where the Supplier has failed to exercise reasonable care in selecting or configuring them.

Support, backups and security

The Supplier shall maintain reasonable technical and organisational measures appropriate to the risks of the Services it controls.

Unless the Order Summary states otherwise:
• backups are provided on a reasonable-efforts basis and are not a guaranteed archival service;
• the Client remains responsible for retaining copies of all original source content and key business records;
• support allowances do not roll over month to month; and
• support does not include emergency out-of-hours response unless separately agreed.

If the Supplier becomes aware of a personal-data breach affecting Client personal data processed under Schedule 1, it shall comply with the breach-notification provisions there.

Confidentiality

Each party shall keep confidential the other party's confidential information and shall not use it except as necessary to perform or receive the Services, comply with law or obtain professional advice.

This clause does not apply to information that is public other than through breach, already lawfully known, independently developed, or required to be disclosed by law or regulator.

Data protection

The parties shall comply with applicable data protection law.

Where the Supplier processes personal data on the Client's behalf in connection with client website hosting, contact forms, quote tools, mailing systems, analytics or similar activities, Schedule 1 applies.

The Supplier's processing of personal data for its own sales, contract administration, billing, support, accounts, website analytics, portfolio management and legal compliance is governed by the Supplier's Privacy Policy, in which the Supplier acts as controller.

Marketing, portfolio and publicity

Unless the Order Summary says otherwise, the Supplier may identify the Client by name and logo and display screenshots or a hyperlink to the live website in the Supplier's portfolio, case studies and social channels after launch.

The Client may opt out in writing before launch or, if there is a legitimate confidentiality reason, at any time on reasonable notice.

Limitation of liability

Nothing in these Terms limits or excludes liability for:
• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation;
• breach of any rights that cannot legally be limited or excluded;
• wilful default; or
• any liability arising under Schedule 1 to the extent the law does not permit limitation.

Subject to that:
• the Supplier shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, loss of opportunity, or indirect or consequential loss;
• the Supplier shall not be liable for loss arising from inaccurate Client Materials, unlawful Client instructions, delays caused by Client dependencies, or third-party outages beyond the Supplier's reasonable control; and
• the Supplier's aggregate liability arising in any 12-month period shall not exceed the greater of (a) the total Charges paid or payable under the relevant Order Summary in the preceding 12 months, and (b) £5,000, except where a different cap is expressly stated in the Order Summary.

For consumer contracts, the consumer schedule prevails where mandatory law requires a different result.

Force majeure

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including acts of God, utility failure, telecoms outage, cyber incidents by third parties, war, civil disorder, labour disputes, pandemic measures, cloud/registrar failures or governmental action.

If a force majeure event continues for more than 60 days, either party may terminate on written notice, without liability for future performance but without affecting accrued rights.

Notices

Notices under these Terms must be in writing and sent by email to the addresses stated in the Order Summary, with a copy to legal@hendersonweb.co.uk, or by pre-paid post to the legal address of the receiving party.

A notice sent by email is deemed received at 9.00am on the next Business Day after transmission, unless a bounce-back is received.

Entire agreement, variation and severance

These Terms, the Order Summary and any signed Change Request constitute the entire agreement between the parties.

The Client acknowledges that it has not relied on any statement not set out in the contract, but nothing in this clause excludes liability for fraudulent misrepresentation.

Any variation must be in writing.

If any provision is invalid or unenforceable, it shall be deemed modified to the minimum extent necessary, and the remainder shall continue in force.

Third-party rights

A person who is not a party to the contract has no right to enforce it, except where expressly stated.

Complaints, ADR and disputes

The parties shall first attempt to resolve any dispute through good-faith discussions between authorised representatives.

If the dispute is not resolved within 14 days, either party may escalate it to a director or proprietor-level representative.

For business clients, either party may then commence court proceedings at any time.

For consumer clients, if a complaint remains unresolved after the Supplier's internal complaint process is exhausted, the Supplier shall provide any information required by the Alternative Dispute Resolution for Consumer Disputes Regulations 2015, including whether the Supplier is willing or obliged to participate in an ADR procedure and the name and website of an appropriate ADR body if relevant.

Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them, whether contractual or non-contractual, are governed by the law of England and Wales.

Subject to the consumer schedule, the courts of England and Wales have exclusive jurisdiction.

Schedule 1, Data Processing Schedule

This Schedule applies where Henderson Web processes personal data on the Client's behalf.

Subject matter and duration

The subject matter is the provision of hosting, support, maintenance, development, deployment, form handling, quote-tool operation, content management, analytics implementation and related technical services for the Client website and related systems.

The duration is the term of the contract plus any permitted transition and retention period strictly necessary to return or delete personal data and satisfy legal obligations.

Nature and purpose

Processing may include collection, recording, structuring, hosting, storage, organisation, consultation, transmission, deletion, backup, restoration, support and security monitoring for the purpose of delivering the Services.

Categories of data subjects

May include the Client's staff, website users, leads, customers, prospects, suppliers and subcontractors.

Types of personal data

May include name, contact details, postal address, service enquiry details, quote request data, account credentials, IP addresses, device identifiers, usage logs, communications content and such other personal data as the Client places within the hosted systems.

Processor obligations

The Supplier shall:
• process personal data only on the Client's documented instructions, unless required by law;
• ensure persons authorised to process the data are under confidentiality obligations;
• implement appropriate technical and organisational measures appropriate to the risk;
• assist the Client, so far as reasonably possible and taking into account the nature of processing, with data-subject rights, security, breach notification, data protection impact assessments and consultations with the ICO;
• notify the Client without undue delay after becoming aware of a personal-data breach affecting Client personal data;
• not appoint a sub-processor without the Client's prior general or specific written authorisation;
• impose equivalent data-protection obligations on authorised sub-processors;
• on termination, delete or return personal data at the Client's choice, unless law requires retention; and
• make available information reasonably necessary to demonstrate compliance with this Schedule.

Sub-processors

The Client grants general authorisation for the Supplier to use the sub-processors listed in the Supplier's current sub-processor list (available on request), including hosting, registrar, infrastructure, email delivery, logging, backup, support and analytics providers.

The Supplier shall give the Client 14 days' prior notice of any material new sub-processor and the Client may object on reasonable data-protection grounds.

International transfers

The Supplier shall not make a restricted transfer of Client personal data unless the transfer complies with UK data protection law, including the use of adequacy regulations or appropriate transfer safeguards where required.

Audit and information

The Supplier shall provide reasonable information to demonstrate compliance. Any audit right shall be exercised on reasonable notice, during business hours, no more than once in any 12-month period unless required by law or following a serious incident, and in a way that does not unreasonably disrupt the Supplier's business or compromise other clients' confidentiality.

Consumer schedule

This schedule applies only if the Client is a consumer within applicable law.

Consumer pre-contract information

Before the consumer places the order, the Supplier must provide the information required by the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, including the Supplier's identity and contact details, the main characteristics of the Services, the total price inclusive of taxes, billing frequency, minimum duration, conditions for ending, complaint handling, and the right to cancel.

Cancellation right

If the contract is a distance or off-premises contract, the consumer has the right to cancel within 14 days after the day the contract is made, unless the law provides otherwise.

If the consumer asks the Supplier to begin the Services during the cancellation period, the Supplier may begin only after obtaining the consumer's express request and the acknowledgements required by law.

If the consumer cancels after making such an express request but before the Services are fully performed, the consumer shall pay a proportionate amount for the Services supplied up to cancellation.

If the Services have been fully performed during the cancellation period with the consumer's prior express request and acknowledgement that the right to cancel will be lost upon full performance, the right to cancel ceases once full performance is completed.

Consumer remedies

Nothing in these Terms affects the consumer's statutory rights, including rights relating to reasonable skill and care, repeat performance and price reduction where applicable.

Fairness and conflict

If any business-only clause would be unenforceable or unfair against a consumer, this consumer schedule prevails and the relevant business clause is modified or disapplied to the minimum extent required by law.