Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the website, digital agency services, and software products provided by Digital Villains, a trading name of APAW Holdings Limited (company registered in England & Wales).

By accessing our website, engaging our agency services, or purchasing and installing our software, you agree to be bound by these Terms. If you do not agree, you must not use our services or software.

2. Our Services

Digital Villains provides the following categories of service:

• HTML Banner & Ad Production — animated and static digital advertising creatives
• Email Development — HTML email template design, coding, and QA
• Custom Web & App Development — bespoke websites, dashboards, and web applications
• Digital Marketing — campaign strategy, asset production, and performance reporting
• Project Management — coordination and delivery management of digital projects
• Software Products — commercial plugins and tools, including the Email Template Customizer for WordPress/WooCommerce

The specific scope, deliverables, timelines, and fees for agency engagements are agreed upon in a separate Statement of Work ("SOW") or project proposal, which forms part of these Terms.

3. Software Licensing

Licence Grant

Upon purchase of a Digital Villains software product, we grant you a non-exclusive, non-transferable, revocable licence to install and use the software on the number of websites or environments specified by your chosen plan (e.g. single-site, multi-site).

Restrictions

You may not:

• Redistribute, resell, sublicense, or share licence keys with third parties
• Reverse engineer, decompile, or attempt to extract the source code
• Remove or alter proprietary notices, branding, or attribution within the software
• Use the software on more sites than your licence permits
• Use the software for unlawful purposes or in a manner that infringes third-party rights

Updates & Support

Active licence holders receive software updates and bug fixes for the duration of their subscription. Support is provided via email at enquires@digitalvillains.co.uk. We do not guarantee response times for free or expired-licence users.

Licence Expiry

If your licence expires or is cancelled, the software will continue to function with existing settings but you will not receive further updates, security patches, or support until the licence is renewed.

4. Accounts & Access

Where we provide a client portal, licence dashboard, or software download area, you are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised use.

You must be at least 18 years old and have the legal authority to enter into contracts on behalf of any business you represent.

5. Payment & Billing

Agency Services

• Fees are quoted in GBP (£) unless otherwise agreed in writing
• Invoices are due within 14 days of issue unless stated otherwise in the SOW
• Late payments accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts Act 1998
• We reserve the right to suspend work on unpaid accounts

Software Purchases

• All software transactions are processed by Lemon Squeezy
• Annual subscriptions renew automatically unless cancelled before the renewal date
• Refunds are available within 14 days of purchase if the software does not function as described — contact us to initiate a refund request
• We do not offer refunds after 14 days or for "change of mind" cancellations once a licence key has been activated on a live site

6. Intellectual Property

Our IP

All software code, design systems, methodologies, templates, and website content created by Digital Villains remain our exclusive intellectual property unless explicitly assigned to you in a signed written agreement. Purchasing a software licence grants you a right to use the software, not ownership of the underlying code.

Client-Owned Assets

Upon receipt of full payment for agency deliverables, copyright in the final agreed deliverables (e.g. completed HTML banners, email templates, website code written specifically for your project) transfers to you, unless otherwise specified in the SOW. We retain the right to display the work in our portfolio unless you request otherwise in writing.

Client Materials

You warrant that any assets, copy, brand guidelines, or data you provide to us are owned by you or that you have the right to use them. You indemnify us against any third-party claims arising from your materials.

7. Acceptable Use

You agree not to use our services or software to:

• Violate any applicable law or regulation
• Send spam, phishing emails, or unsolicited communications
• Distribute malware, viruses, or harmful code
• Infringe the intellectual property rights of any third party
• Harass, defame, or discriminate against any individual or group
• Circumvent security controls or attempt to gain unauthorised access to our systems
• Engage in activities that would bring Digital Villains into disrepute

We reserve the right to terminate licences or engagements immediately upon discovery of any breach of this section.

8. Agency & Client Work

Timelines

Project timelines are estimates and depend on timely receipt of client materials, approvals, and feedback. Delays caused by the client may result in revised delivery dates and, where applicable, additional fees.

Revisions

The number of revision rounds included in a project is specified in the SOW. Additional revisions beyond the agreed scope will be billed at our standard hourly rate.

Approval & Sign-Off

Written approval (including email) of a deliverable constitutes acceptance. Once approved, further changes will be treated as new work and quoted accordingly.

Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement. This obligation survives termination of the engagement for a period of three years.

9. Warranties & Disclaimers

We warrant that our software and services will perform materially as described in our documentation under normal use conditions.

To the fullest extent permitted by law, we disclaim all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that our software will be error-free, uninterrupted, or compatible with every third-party plugin or hosting environment.

10. Limitation of Liability

To the maximum extent permitted by applicable law, Digital Villains / APAW Holdings Limited shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of goodwill, or business interruption, arising from your use of our services or software.

Our total aggregate liability for any claim arising under these Terms shall not exceed the total fees paid by you to us in the 12 months preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be limited by English law.

11. Termination

Either party may terminate an agency engagement by providing written notice in accordance with the SOW. You remain liable for all fees for work completed up to the termination date.

We may suspend or terminate your access to software or services with immediate effect if you breach these Terms, fail to pay invoices, or engage in activity that threatens the security or reputation of Digital Villains.

12. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, unless both parties agree to alternative dispute resolution.

13. Changes to Terms

We may update these Terms from time to time. Significant changes will be communicated via our website and by email to active clients and licence holders at least 14 days before taking effect. Continued use of our services after the effective date constitutes acceptance of the revised Terms.

14. Contact Us

For any questions regarding these Terms: