No Build Fee Offer 2026: Terms and Conditions

1.1 These terms ("Offer Terms") set out how the Charnette® Labs No Build Fee Offer 2026 (the "Offer") works. They are made by Charnette Ltd, trading as Charnette® Labs ("Charnette", "we", "us"), a company registered in England and Wales No. 17167712, registered office 20 Wenlock Road, London, England, N1 7GU, VAT registration number GB 524 0113 48, ICO registration ZC206607. Contact: hello@charnette.io. "Charnette" is a registered UK trade mark, No. UK00004375834.

1.2 "You" and "the Client" mean the business named in the Order Form.

1.3 A contract under these Offer Terms is formed only when an Order Form has been signed by you and countersigned by us (clause 5).

1.4 Order of precedence. If documents conflict, this order applies:

1. (a) the Order Form;
2. (b) these Offer Terms;
3. (c) our Data Processing Agreement at charnette.io/dpa (the "DPA"), which prevails on anything concerning personal data;
4. (d) the Continuity and Succession Clause in clause 20;
5. (e) our website Terms and Conditions at charnette.io/terms (the "Site Terms").

The Site Terms apply to anything these Offer Terms do not cover.

3.1 What the Offer is. For a Qualifying Order, we waive the Standard Build Fee for a Standard Build, on condition that you take Hosting & Care for the Initial Term, paid upfront, that you give the permissions and testimonial in clause 16, and on the other conditions in these Offer Terms. The Build Fee is £0, and no part of it becomes payable if Hosting & Care later ends.

3.2 What you pay. £1,188 plus VAT where applicable for the Initial Term, invoiced on the Order Date. After the Initial Term, Hosting & Care continues under clause 12.

3.3 Offer period. The Offer opens on 15 September 2026 and ends at the Closing Time, or earlier under clause 3.4. We will not extend the Closing Time, except where clause 24.3 applies.

3.4 Limited to the first 25 clients. The Offer is limited to the first 25 clients who sign an Order Form, or ends at 23:59 GMT on 31 December 2026, whichever comes first. Clients are counted in the order we receive their signed Order Forms, by date and time of receipt, not by the date we countersign. When we receive the 25th signed Order Form, the Offer closes to new orders, and we will update the Offer Page the same Working Day. A signed Order Form received after the 25th is not accepted under the Offer, and we will tell you so. If one of the first 25 orders does not go ahead (because it is cancelled under clause 5.4, withdrawn under clause 5.3, declined by us under clause 4.4, or not paid on time under clause 5.2), its place reopens: we will update the Offer Page the same Working Day, and the next signed Order Form we receive before the Closing Time takes that place. The limit is stated on the Offer Page and alongside each advertisement of the Offer.

3.5 Builds after the Closing Time. Only the order has to be placed by the Closing Time. The design, build and launch may take place in 2027 (clause 7).

4.1 The Offer is open only to a person that:

1. (a) is a New Client;
2. (b) is acting wholly or mainly for the purposes of its trade, business, craft or profession, and confirms this in the Order Form;
3. (c) is a company, partnership, sole trader, association, tourist board or other organisation with a business or organisational presence in any country, and is not subject to sanctions that prevent us trading with it; and
4. (d) has capacity to enter the contract, and whose signatory has authority to bind it.

4.2 New Client means a business that, in the 12 months before the Order Date, has not paid for or received website, app, hosting or care services from Charnette® Labs. A subscription to RepBud does not stop a business being a New Client. A business that is part of the same group as, or under common control with, an existing Charnette® Labs client is not a New Client.

4.3 One per client. One Qualifying Order per business, and per group of businesses under common control. The Offer covers one website (one primary domain) and one app, published on the Apple App Store (iPhone and iPad) and Google Play.

4.4 Our right to decline. We may decline any order, before countersigning, where we reasonably believe: the work is not a Standard Build; we cannot deliver it within clause 7; the limit in clause 3.4 has been reached; the business does not meet clause 4.1; or the site or apps would promote content that is unlawful, or that the app stores or our hosting providers do not permit. If we decline after you have paid, we refund all sums paid under these Offer Terms within 14 days.

4.5 Not a consumer offer. The Offer is not available to individuals acting wholly or mainly outside their business. If we find that an order was placed by a consumer, we may cancel it and refund all sums paid, or, if you ask, continue on terms that comply with consumer law.

5.1 Steps.

1. (a) Discovery conversation with us about what you need.
2. (b) We issue a Scope Confirmation, or tell you the work is a Scoped Build and quote it separately.
3. (c) You sign the Order Form.
4. (d) We countersign within 5 Working Days, or decline under clause 4.4.
5. (e) We invoice the Initial Term. Build work starts once payment is received in cleared funds.

5.2 Qualifying Order. An order is a Qualifying Order only if:

1. (a) you sign the Order Form and we receive it (by e-signature or email) on or before the Closing Time, and within the limit in clause 3.4;
2. (b) we countersign it (which we may do after the Closing Time, within the period in clause 5.1(d)); and
3. (c) the Initial Term invoice is paid in cleared funds within 14 days of the invoice date.

If (c) is not met, we may treat the order as lapsed by written notice, and no Build Fee Waiver applies to any later order.

5.3 Late-December orders. If you sign on or before the Closing Time but we have not yet issued a Scope Confirmation, the order is accepted subject to Scope Confirmation within 15 Working Days of the Order Date. If we then find the work is a Scoped Build, you may, within 10 Working Days of our notice, either (a) withdraw and receive a refund of all sums paid, or (b) proceed with a quoted Scoped Build with a credit of £3,000 against its build fee.

5.4 Change of mind before work starts. You may cancel a Qualifying Order by email within 14 days of the Order Date if we have not yet started design work, and we will refund all sums paid within 14 days. After that, clause 9.4 applies.

6.1 Scope. We will design and build the Standard Build described in Schedule 2, Part A, as set out in the Scope Confirmation. Enhancing a website you already have is treated in the same way as building a new one, within the same scope.

6.2 Scoped Builds are outside the Offer. Work described in Schedule 2, Part A.3 is not part of the Standard Build. We will quote it separately, and it may be added to a Standard Build as a paid Change Request.

6.3 Revisions. Each design stage includes 2 rounds of revisions (Schedule 2, Part A.2). Further revisions, or changes to an approved design, are Change Requests.

6.4 Change Requests. A Change Request is any request outside the Scope Confirmation. We will tell you in writing whether it is chargeable and quote it before doing the work. Nothing chargeable is done without your written approval.

6.5 Same quality. The Standard Build under this Offer is the same in quality, and built to the same standards, as a Standard Build we supply for the Standard Build Fee.

6.6 Your responsibilities. Clause 4 of the Site Terms applies. In particular, you will supply Client Materials within the timescales in clause 7 and confirm you have the rights to use them.

7.1 Target dates. We will agree a target timetable with you after Scope Confirmation. Our current target is to start design within 30 Working Days of receiving payment and your initial Client Materials, and to reach the Launch Date within 12 weeks of starting, subject to your approvals. These are targets, not guarantees.

7.2 Builds in 2027. Orders placed before the Closing Time may be built and launched in 2027. The Build Fee Waiver still applies.

7.3 Long-stop date. We will use reasonable endeavours to reach the Launch Date within 9 months of Scope Confirmation, and in any case by 31 December 2027 (the "Long-stop Date"). If the Launch Date has not occurred by the Long-stop Date for reasons within our control, you may end the contract by written notice and receive a refund of all sums paid under these Offer Terms.

7.4 Build order. Builds start in the order we receive signed Order Forms for Qualifying Orders. We will give you a target start month with the Scope Confirmation.

7.5 Client delays. If you have not supplied the Client Materials or approvals we need within 60 days of our written request:

1. (a) the timetable moves by the length of the delay;
2. (b) the Hosting Start Date is fixed under clause 9.2(b); and
3. (c) if the delay exceeds 120 days, we may, after 14 days' written notice, launch using the materials we have, or pause the build until you are ready. The Build Fee Waiver continues while Hosting & Care is paid.

8.1 Publisher account. Your apps will be published under your own Apple Developer Program and Google Play Console accounts, enrolled in your business's legal name. We will guide you through enrolment and do the technical setup, submission and store listings under access you grant us.

8.2 Store fees. Apple charges an annual developer membership fee (currently US$99 or local equivalent) and Google a one-off registration fee (currently US$25). These are payable by you directly to Apple and Google and are not included in the Hosting Fee. Any Apple or Google commission on in-app sales is also yours.

8.3 Store review is not guaranteed. Apple and Google decide whether to approve an app or an update, and may change their rules. We will build to their published guidelines and make reasonable changes to address a rejection, including up to 3 resubmissions per release within the Hosting Fee. We do not guarantee approval or continued availability on either store.

8.4 If an app cannot be approved. If, after reasonable efforts, Apple or Google will not approve an app for reasons not caused by our breach, we have no further obligation to publish that app, the Hosting Fee is unaffected, and we will offer a web app installable from your website instead at no extra charge.

8.5 Store declarations. Store privacy and content declarations describe how your app handles data. We prepare them from the built app; you confirm them, as the business responsible for the app.

8.6 Operating system changes. Updates needed to keep your apps working on new versions of iOS and Android, or to meet new store requirements, are included in Hosting & Care, within Schedule 2, Part B. New features are not.

9.1 Service. From the Hosting Start Date we will provide Hosting & Care as described in Schedule 2, Part B, subject to the Usage Limits in Schedule 1.

9.2 Hosting Start Date. The Hosting Start Date is the earlier of:

1. (a) the Launch Date; and
2. (b) 90 days after the date we first request Client Materials in writing, where the Launch Date has been delayed by the Client under clause 7.5.

During the build, before the Hosting Start Date, the Hosting Fee is not consumed.

9.3 Initial Term paid upfront. The Initial Term is invoiced in full on the Order Date (clause 5.1(e)).

9.4 No refund of the Initial Term. Once design work has started, the Initial Term payment is not refundable, except:

1. (a) under clauses 4.4, 5.3, 5.4 or 7.3;
2. (b) where you end the contract for our material breach under clause 17.2; or
3. (c) where we end Hosting & Care for our convenience or cease to provide it (including on a Continuity Event under clause 20), in which case we refund the unused part pro rata.

This clause 9.4 overrides the pro-rata refund in clause 9 of the Site Terms.

9.5 Response times. We try to get back to all enquiries within 48 hours. We do not promise a response time or a fix time, and no service credits apply. Schedule 2, Part B.4 sets out our hosting availability target.

10.1 Included within limits. The Hosting Fee includes the usage-based features in Schedule 1 (AI chatbot, AI writing assistance, push notifications, transactional email and others listed there) up to the Usage Limits. Usage Limits reset at the start of each calendar month and do not roll over.

10.2 Visibility. Your admin dashboard shows usage against each limit where we can measure it. We will email you when usage of any feature reaches 80% of its monthly limit.

10.3 When a limit is reached. For the rest of that month, we may:

1. (a) pause the feature (for the chatbot, replacing it with your contact details or enquiry form), or
2. (b) continue it and charge the overage rate in Schedule 1, only if you have opted in to overage in writing.

We will not charge overage without that opt-in.

10.4 Sustained high use. If usage exceeds a limit by more than 50% in 2 consecutive months, we may propose a higher usage tier at the price in Schedule 1. If you do not accept within 30 days, clause 10.3(a) continues to apply.

10.5 Fair use. Features must be used for your own business, on your own website and apps. You must not resell access, use the AI Features for purposes unrelated to your site's visitors or content, run automated or bulk traffic against them, or use them in breach of the providers' acceptable use policies. We may suspend a feature, after notice where practicable, to stop use that breaches this clause or threatens the security or cost of the service.

10.6 Changes to limits. We will not reduce a Usage Limit during the Price Hold Period. After that, clause 13 applies to any reduction as if it were a price increase.

11.1 Generated output. Chatbot answers and AI writing suggestions are generated automatically by a machine-learning model from your content and the question asked. They may be inaccurate, incomplete or out of date, and may be phrased in ways you would not choose.

11.2 Your content, your responsibility. The chatbot answers from the content you provide or approve (itineraries, rates, policies and similar). You are responsible for keeping that content accurate and current, and for checking AI writing suggestions before you publish them.

11.3 Not binding and not advice. You must configure the chatbot, with our help, so that it does not confirm bookings, availability, prices or terms as binding, and hands questions needing judgement to a person. Chatbot output is not legal, medical, visa, health or safety advice, and your site must not present it as such.

11.4 AI disclosure. The chatbot will tell visitors they are talking to an AI assistant. You must not remove or obscure that disclosure.

11.5 Model providers. AI Features rely on third-party model providers named in the DPA sub-processor list. We may change provider or model to maintain quality or cost, after the notice the DPA requires where personal data is involved.

11.6 Liability for output. We are responsible for building and configuring the AI Features with reasonable skill and care. Subject to clause 23.4, we are not liable for loss arising from reliance on a particular generated answer or suggestion that you or a visitor did not check.

12.1 At the end of the Initial Term, Hosting & Care continues month to month at the Hosting Fee, billed monthly in advance, until ended under clause 12.2 or clause 17.

12.2 Either party may end Hosting & Care by giving at least 30 days' written notice, to take effect at the end of a monthly billing period.

12.3 You may instead choose to prepay a further 12 months at twelve times the monthly Hosting Fee.

12.4 We will email you at least 30 days before the end of the Initial Term to remind you that it is ending, what you will pay from then on, and how to end the service.

13.1 Price held. The Hosting Fee will not increase before the end of the Price Hold Period.

13.2 After that. We may change the Hosting Fee or Usage Limits by giving at least 60 days' written notice, no more than once in any 12 months.

13.3 Your right to leave. If you do not accept a change under clause 13.2, you may end Hosting & Care, effective on the date the change would take effect, by giving written notice before that date.

13.4 Third-party pass-through. Store fees, domain renewals and other third-party charges you pay directly are set by those providers and are outside this clause.

14.1 Prices exclude VAT. All prices in these Offer Terms exclude VAT. VAT is added where UK law requires it (clauses 14.2 to 14.5).

14.2 UK business clients. Where you belong in the UK, our services are subject to UK VAT at the standard rate (currently 20%). For example, the Initial Term is £1,188 + £237.60 VAT = £1,425.60.

14.3 Business clients outside the UK. Where you belong outside the UK and receive our services for your business, the place of supply is generally where you belong, so UK VAT is not charged. Our invoice will say the supply is outside the scope of UK VAT. You are responsible for accounting for any VAT, GST or similar tax due in your country, including under a reverse charge.

14.4 Evidence of business status. Before we invoice, you must give us your VAT or tax registration number, or other evidence that you are in business (such as a certificate from your tax authority or a business registration document). If you cannot, we will treat the supply as made to a non-business customer and charge UK VAT.

14.5 Where your service is used. If the service is used and enjoyed in a country other than the one where you belong, tell us before the Order Date, as this can change the VAT position. We will charge VAT according to the rules that apply.

14.6 Currency. We invoice in GBP, EUR, USD or ZAR as stated in the Order Form. Non-sterling amounts are converted from the sterling price at the exchange rate on the invoice date.

14.7 Payment terms. Invoices are payable within 14 days of the invoice date, in cleared funds, without set-off.

14.8 International transfers. Bank transfer charges are for your account, including your bank's charges and any deductions by intermediary or correspondent banks. An invoice is settled only when the full invoiced amount arrives in our account. If a transfer arrives short because of bank charges, we will invoice the shortfall, payable within 14 days.

14.9 Withholding tax. If the law of your country requires you to withhold tax from a payment, you must: tell us before paying; withhold no more than the law requires, applying any reduced treaty rate for which we provide a certificate of UK tax residence; pay the tax to your tax authority on time; and send us the official receipt or certificate within 30 days. If you do not provide the receipt within 30 days, you must pay us the amount withheld.

15.1 Interest. If you do not pay an invoice when due, we may charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% a year above the Bank of England reference rate, plus £40, £70 or £100 depending on the size of the debt, and reasonable recovery costs above that).

15.2 Suspension of care and features. If an invoice remains unpaid 14 days after its due date, we may, after giving 7 days' written notice, suspend Care work (content changes and support) and the usage-based features in Schedule 1. Your website and apps stay online.

15.3 Suspension of hosting. If an invoice remains unpaid 45 days after its due date, we may, after a further 14 days' written notice, take your website offline and display a holding page. Clause 17.6 (your data) continues to apply during any suspension.

15.4 Restoring service. We will restore suspended services within 2 Working Days of receiving payment in full.

15.5 Termination for non-payment. If an invoice remains unpaid 60 days after its due date, we may end Hosting & Care by written notice. Clauses 17.4 to 17.7 apply.

15.6 Continuing charges. The Hosting Fee continues to accrue during a suspension caused by non-payment.

16.1 The waiver. For a Qualifying Order, the Standard Build Fee is waived in full once the Initial Term has been paid. Nothing becomes payable towards the build if Hosting & Care later ends, for any reason.

16.2 Why we ask for a case study and a testimonial. The Offer exists partly so that we can show other businesses what we build. Giving the permissions in clause 16.3 and a testimonial under clause 16.4 are conditions of the Offer, and they appear on the Order Form.

16.3 Case study. You permit us to publish a named case study about your Standard Build (the "Case Study") on our website, in proposals and on our social media, using your business name, logo, screenshots of your website and apps, a description of the work and, where you agree them in writing, outcome figures such as enquiries or bookings. We will send you the Case Study before publishing it, correct anything factually wrong, and leave out anything you tell us is commercially confidential. You may ask us to stop using your name and logo after the contract ends, and we will do so within 30 days for material we control, without removing material already printed or shared.

16.4 Testimonial. Within 90 days after the Launch Date, you will give us a short written testimonial (and, if you are willing, a quote for video or audio) about your experience of working with us. It must be your own view. We do not require it to be positive, and we will not change its meaning. We will publish it only with your business name and the name and role of the person giving it, as you approve, and we will say that you are a client who received the Offer.

16.5 If a testimonial is not given. If you do not give a testimonial within the 90 days, we will remind you. The Build Fee Waiver is not withdrawn and no fee becomes payable.

16.6 Outcome figures. We will not publish figures about your business without your written agreement. Where you agree figures, you confirm they are accurate to the best of your knowledge, and we will say the period they cover.

17.1 By notice. Under clause 12.2.

17.2 For our material breach. You may end the contract by written notice if we commit a material breach and do not remedy it within 30 days of your written notice describing it.

17.3 For your material breach. We may end the contract by written notice if you commit a material breach (other than non-payment, covered by clause 15) and do not remedy it within 30 days of our written notice, or if you become insolvent, to the extent the law allows.

17.4 Exit assistance. When Hosting & Care ends, for whatever reason, we will within 15 Working Days:

1. (a) Domain — confirm your domain remains registered in your own registrar account, and release DNS management to you or your nominated provider;
2. (b) Client Data — return Client Data in a commonly used machine-readable format, or delete it, as you choose, in line with section 8 of the DPA;
3. (c) Code and content — deliver the source code, database export, media files and the list of configuration settings needed to run your website and apps (the continuity pack), subject to clause 18.4;
4. (d) Accounts — transfer or remove access to hosting, database, storage and repository accounts in line with clause 20;
5. (e) Apps — for apps under your own store accounts, remove our access; for any app under accounts we arranged, clause 17.5 applies.

Exit assistance beyond these steps (for example, working with your new developer) is charged at £75 an hour plus VAT where applicable, in 15-minute blocks.

17.5 Apps under accounts we arranged. If, by written agreement, an app was published under developer accounts we arranged, we will, at your request, start the transfer of that app to your own Apple and Google accounts within 15 Working Days, following each store's transfer process. You must have active developer accounts to receive it. We are not responsible for store-side delays or for features the stores do not allow to transfer.

17.6 Your data in all cases. Nothing in these Offer Terms allows us to withhold, delete early or hold back Client Data because money is owed. Our obligations as your processor under the DPA continue until Client Data is returned or deleted.

17.7 Features that stop. When Hosting & Care ends, usage-based features that rely on our accounts with third-party providers (such as the AI Features, push notification delivery and transactional email) stop working unless you or your new provider set up replacement accounts. Our continuity pack lists what is needed.

17.8 Survival. Clauses 14 to 18, 20, 23 and 26 survive the end of the contract.

18.1 Your materials. Client Materials and Client Data remain yours.

18.2 Our platform. Charnette Platform Materials remain ours. Third-Party Components remain subject to their own licences.

18.3 While Hosting & Care is in place. During the contract we grant you a non-exclusive licence, with no royalty payable, to use the Deliverables, and the Charnette Platform Materials incorporated in them, for your business.

18.4 Ownership of the Deliverables. Ownership of the Deliverables passes to you when the Initial Term has been paid in full and the Launch Date has occurred. Before then, you have the licence in clause 18.3. Neither the licence nor ownership allows you to sell or license the Deliverables to others as a template or product.

This clause 18.4 replaces clause 5 ("Deliverables") of the Site Terms for Standard Builds under the Offer.

18.5 Licence to our platform after ownership passes. When ownership passes, you receive a perpetual, non-exclusive licence, with no royalty payable, to use the Charnette Platform Materials incorporated in your website and apps, as part of them, consistent with clause 5 of the Continuity and Succession Clause.

18.6 Portfolio. Clause 5 ("Portfolio rights") of the Site Terms applies.

19.1 The DPA forms part of this contract. You are the controller of Client Data; we are your processor.

19.2 Sub-processors for Offer features. The AI Features, push notifications and app analytics rely on third-party providers. We will name each provider in your Scope Confirmation, and it will be listed as a sub-processor in the DPA, before we connect it.

19.3 Your responsibilities. You are responsible for having a lawful basis for the personal data your site and apps collect, for your privacy notice, and for permission to send push notifications and marketing messages to your users. The chatbot must not be used to collect special category data unless we have agreed safeguards with you in writing.

20.1 The Charnette Continuity and Succession Clause, in the version supplied with your Order Form, applies to your website and apps.

20.2 Where the Continuity and Succession Clause and clause 18 conflict, the Continuity and Succession Clause prevails: the licence and handover it promises apply if a Continuity Event occurs.

21.1 Your website and apps depend on third-party services, including hosting, database, content delivery, email delivery, AI model providers, push notification services, and the Apple and Google app stores. Clause 10 of the Site Terms applies.

21.2 If a third party withdraws a service or changes its terms or price in a way that materially affects a feature, we will tell you, and use reasonable endeavours to move the feature to a comparable provider. If no comparable provider is reasonably available, we may withdraw that feature on 30 days' notice and will either provide a suitable alternative or reduce the Hosting Fee by a fair amount. Withdrawing a feature under this clause entitles you to end Hosting & Care immediately by written notice, with a refund of any Hosting Fee paid for the period after it ends, if the feature was material to you and listed in your Scope Confirmation.

22.1 Clause 7 of the Site Terms applies.

22.2 We warrant that the Standard Build, at the Launch Date, will substantially match the Scope Confirmation and the approved designs. If it does not, tell us within 30 days and we will fix the difference at no charge.

22.3 We do not warrant uninterrupted operation, operation without errors, or particular search rankings, visitor numbers, enquiries or bookings.

23.1 Clause 8 of the Site Terms applies, as amended by this clause 23.

23.2 Cap. Our total liability to you arising out of or in connection with this contract, whether in contract, tort (including negligence) or otherwise, is limited to the greater of (a) the total sums paid by you under this contract in the 12 months before the event giving rise to the claim, and (b) £5,000.

23.3 Excluded losses. We are not liable for loss of profits, revenue, bookings, business, goodwill or anticipated savings, or for indirect or consequential loss.

23.4 Not limited. Nothing in this contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or anything else that cannot be limited or excluded by law. Liability under the DPA is subject to clause 12 of the DPA.

23.5 Your liability. Your liability for unpaid Hosting Fees is not limited by this clause.

24.1 Promoter. The promoter is Charnette Ltd, 20 Wenlock Road, London, England, N1 7GU.

24.2 No cash alternative. The Build Fee Waiver has no cash value, cannot be transferred, and cannot be combined with any other Charnette® Labs discount or offer, except the optional benefit in clause 25.

24.3 No extension. We will not extend the Closing Time or re-open the Offer after it closes. We may change the Closing Time only if circumstances beyond our control make it unavoidable, and only in a way that does not disadvantage anyone who ordered, or tried to order, within the original terms.

24.4 Changes to these Offer Terms. We will not change these Offer Terms in a way that disadvantages clients who have placed Qualifying Orders. Changes needed to comply with law will be notified in writing.

24.5 Withdrawal. We may withdraw the Offer before the Closing Time only for reasons beyond our reasonable control (for example, a legal or regulatory change). Orders signed before withdrawal will be honoured.

24.6 Records. We will keep a record of each Qualifying Order, its Order Date and the date we received the signed Order Form for 6 years.

25.1 The benefit. If the Order Form says the RepBud benefit is taken, we will give one RepBud account nominated by you RepBud First Class for 12 months, for the RepBud Business Class annual price: £759 plus VAT where applicable. The RepBud First Class annual list price on the Order Date is £1,336 plus VAT where applicable, and both figures are recorded on the Order Form.

25.2 Invoicing and payment. RepBud is a trading name of Charnette Ltd, so the benefit is supplied by us. The £759 is added to the upfront Initial Term invoice (clause 5.1(e)) and paid to Charnette Ltd by bank transfer with it, under clause 14 (including clause 14.8). No card payment is taken for it.

25.3 How access is given. We grant First Class directly on the nominated RepBud account for 12 months from the date we activate it (the "RepBud Period"). It is not an Apple App Store or Google Play subscription. You must not also buy a RepBud subscription in the app for that account during the RepBud Period; an in-app purchase is a separate contract with Apple or Google, and refunds for it are handled by them under their rules. We will activate the account within 5 Working Days of receiving payment and the account holder's email address, and the RepBud Period starts no later than 60 days after payment.

25.4 What First Class includes. The First Class features and usage limits are those published at repbud.app/pricing and repbud.app/fair-usage on the Order Date, and recorded in the Order Form. They are RepBud's limits and are separate from Schedule 1.

25.5 At the end of the RepBud Period. The account moves to one of these, as the account holder chooses:

1. (a) a RepBud First Class or Business Class subscription at the list price current at that time, billed through RepBud's web billing; or
2. (b) RepBud Economy, the plan with no subscription charge.

If no choice is made, the account moves to Economy. The account's data stays in the account in either case, subject to Economy's limits on what can be added or used. We will email the account holder at least 30 days before the RepBud Period ends.

25.6 Ending early. If this contract ends during the Initial Term, the RepBud Period ends on the same date and clause 25.5 applies — unless the contract ends for our material breach, because we end Hosting & Care for our convenience or cease trading, or because a Continuity Event occurs, in which case the RepBud Period continues to its end.

25.7 Conditions.

1. (a) One RepBud account per Qualifying Order. The benefit cannot be transferred to another account, person or business.
2. (b) Once the account has been activated, no part of the £759 is refundable, and the difference from the First Class list price has no cash value and is not refundable — except where this contract ends for our material breach. Before activation, a refund of sums paid under clauses 4.4, 5.3, 5.4 or 7.3 includes the £759.
3. (c) The benefit cannot be combined with any other RepBud offer, invitation, trial or founding-member access, and has no cash alternative.

25.8 RepBud terms apply. The RepBud account, including acceptable use and data handling, is governed by the RepBud Terms of Service at repbud.app/terms and the policies it refers to. These Offer Terms change those terms only as to the price, billing method and period in clauses 25.1 to 25.6.

26.1 Entire agreement. The documents in clause 1.4 are the whole agreement between us about the Offer. Neither of us relies on any statement not set out in them, but nothing limits liability for fraudulent misrepresentation.

26.2 Notices. Notices must be in writing and sent by email to the addresses in the Order Form (for us, hello@charnette.io). An email notice is received on the next Working Day after sending, unless the sender receives a delivery failure.

26.3 Assignment. You may not transfer this contract without our written consent. We may transfer it to a successor to our business on written notice, provided the successor takes on our obligations, including clause 20.

26.4 Subcontractors. We may use subcontractors, and remain responsible for their work.

26.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations. If an event prevents us providing Hosting & Care for more than 60 consecutive days, you may end Hosting & Care by written notice, with a refund of any Hosting Fee paid for the period after it ends.

26.6 Third-party rights. No one other than the parties may enforce this contract under the Contracts (Rights of Third Parties) Act 1999.

26.7 Severance. If any provision is found invalid or unenforceable, the rest continues in force, and the provision applies with the minimum modification needed to make it valid.

26.8 Waiver. A failure or delay in enforcing a right is not a waiver of it.

26.9 Disputes. Clause 11 of the Site Terms applies (informal resolution, then mediation).

26.10 Governing law and jurisdiction. This contract and any dispute arising from it, including non-contractual disputes, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, subject to clause 26.9.