Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1. In these Conditions, the following definitions apply:

• "Contract": The contract between the Company and the Client for the supply of Services in accordance with these Conditions, the Statement of Work (SoW), and any applicable Service Level Agreement (SLA).
• "Deliverables": The specific items (e.g., website code, design files, applications) set out in the SoW produced by the Company for the Client.
• "Intellectual Property Rights" (IPR): Patents, rights to inventions, copyright, trademarks, business names, domain names, goodwill, and all other intellectual property rights, whether registered or unregistered.
• "SoW" (Statement of Work): The description or specification of the Services provided in writing by the Company to the Client.
• "Background IP": Any IPR owned by the Company prior to the date of this Agreement or developed independently of the Services (e.g., proprietary frameworks, reusable code libraries).

2. BASIS OF CONTRACT

2.1. The SoW constitutes an offer by the Company to provide Services in accordance with these Conditions. The Contract shall be deemed to be accepted when the Client signs the SoW or pays the initial deposit, whichever is earlier.

2.2. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

3. SCOPE OF SERVICES & CHANGE CONTROL

3.1. Web Development: The Company shall provide design and development services as specified in the SoW.

3.2. Maintenance & Support: Ongoing support services shall be governed by the specific terms of the SLA agreed upon separately.

3.3. Scope Creep: Any request by the Client to change the scope of the Services after the SoW has been agreed upon ("Change Request") must be made in writing. The Company reserves the right to charge for additional work resulting from Change Requests at its standard hourly rate or a fixed fee agreed in writing.

3.4. Time is Not of the Essence: While the Company will use reasonable endeavours to meet estimated deadlines, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

4. CLIENT OBLIGATIONS & PROJECT DORMANCY

4.1. The Client shall:

• a) Provide, in a timely manner, such materials, content, and data as the Company may require;
• b) Ensure that all Client-provided content is owned by the Client or that the Client has the necessary license to use it;
• c) Designate a single point of contact for project decisions.

4.2. Project Dormancy: If the Client fails to provide necessary feedback, content, or approvals for a period exceeding 14 days ("Dormancy Period"), the Company reserves the right to:

• a) Place the project on hold;
• b) Reallocate resources to other clients;
• c) Charge a Project Restart Fee (equivalent to 10% of the total project value) to resume work once the Client returns.

4.3. If a delay caused by the Client exceeds 45 days, the Company reserves the right to terminate the Contract and invoice for the full value of the work completed up to that date, plus any costs incurred.

5. FEES AND PAYMENT

5.1. Web Development Projects: Unless otherwise stated in the SoW:

• a) 50% Non-Refundable Deposit: Due upon acceptance of the SoW. Work will not commence until this is received.
• b) 50% Final Balance: Due immediately upon completion of the development phase and prior to the website going live or source code being handed over.

5.2. Ongoing Services: Fees for maintenance and hosting are billed monthly in advance and are due within 14 days of the invoice date.

5.3. Late Payment:

• a) Without limiting any other right or remedy, if the Client fails to make any payment by the due date, the Company shall have the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England's base rate, accruing on a daily basis (in accordance with the Late Payment of Commercial Debts (Interest) Act 1998).
• b) The Company reserves the right to suspend all Services (including taking the website offline) until payment has been made in full.

5.4. No Set-Off: The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction, or withholding.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Background IP: All Background IP (including the Company's proprietary code frameworks, developer tools, and pre-existing templates) shall remain the exclusive property of the Company. The Company grants the Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely for the purpose of operating the website.

6.2. Standard Rights (Basic Plans): Upon full payment, the Company grants the Client a perpetual, non-exclusive license to use the Deliverables for their intended business purpose. The Company retains ownership of the source code structure.

6.3. Advanced Rights (Premium Plans): Upon full payment, the Company assigns to the Client full ownership of the copyright in the bespoke visual design and client-specific code created specifically for the Client.

6.4. Portfolio Rights: The Client grants the Company a non-revocable license to display the finished work, the Client's name, and logo in the Company's portfolio, website, and marketing materials for promotional purposes.

7. ACCEPTABLE USE POLICY (AUP) & INDEMNITY

7.1. The Client warrants that the website shall not contain:

• a) Illegal content under UK law (including CSAM);
• b) Pornography or adult content;
• c) Hate speech, extremism, or content promoting violence;
• d) Malware, viruses, or phishing scripts.

7.2. Indemnity: The Client shall indemnify and hold the Company harmless against all liabilities, costs, expenses, damages, and losses (including legal fees) suffered or incurred by the Company arising out of or in connection with:

• a) The Client's breach or negligent performance or non-performance of this Contract;
• b) Any claim made against the Company for actual or alleged infringement of a third party's Intellectual Property Rights arising out of the Company's use of materials provided by the Client.

8. LIMITATION OF LIABILITY

The Client's attention is particularly drawn to this clause.

8.1. Nothing in the Contract limits or excludes the Company's liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation.

8.2. Subject to clause 8.1, the Company shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• a) Loss of profits;
• b) Loss of sales or business;
• c) Loss of agreements or contracts;
• d) Loss of or damage to goodwill;
• e) Loss of use or corruption of software, data, or information;
• f) Any indirect or consequential loss.

8.3. The Company's total liability to the Client regarding all other losses arising under or in connection with the Contract shall in no circumstances exceed the total amount paid by the Client to the Company for the Services in the 12 months preceding the breach.

8.4. Bugs and Errors: The Company provides a 30-day warranty period post-launch to fix bugs within the original scope. Any issues reported after 30 days, or issues caused by third-party plugin updates or Client modifications, will be charged at the standard hourly rate.

9. TERMINATION

9.1. Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 days' written notice.

9.2. The Company may terminate the Contract with immediate effect by giving written notice if:

• a) The Client fails to pay any amount due under the Contract on the due date;
• b) The Client commits a material breach of the AUP;
• c) The Client takes any step or action in connection with its entering administration, provisional liquidation, or any composition or arrangement with its creditors.

9.3. On termination, the Client shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt.

10. GENERAL

10.1. Force Majeure: Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure result from events, circumstances, or causes beyond its reasonable control.

10.2. Assignment: The Company may at any time assign, mortgage, charge, subcontract, delegate, or deal in any other manner with any or all of its rights and obligations under the Contract. The Client shall not assign or transfer rights without the prior written consent of the Company.

10.3. Governing Law: The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales.

10.4. Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract.