1. Scope of work

 

1.1 We will design, build and deliver the website and related services described in the proposal, quotation or statement of work.

 

1.2 Any work not specifically included in that document will be treated as outside the agreed scope and may be quoted for separately.

 

2. Fees and payment

 

2.1 The total project fee will be the amount set out in the proposal or quotation.

 

2.2 A payment of 50% of the total fee is required in advance, before work begins.

 

2.3 We are not required to begin work, reserve project time or provide deliverables until the advance payment has been received in cleared funds.

 

2.4 The remaining 50% will become payable on Completion, as defined in clause 6 below.

 

2.5 Unless otherwise agreed in writing, invoices are payable within 7 days of the invoice date.

 

2.6 If payment is delayed, we reserve the right to pause work, delay launch or handover, and withhold access credentials until payment has been received.

 

3. Client responsibilities

 

3.1 To help the project run smoothly, the client agrees to provide, within a reasonable timescale:

a. all text, images, logos and other content needed for the website;

b. access to relevant systems, accounts, hosting or domain settings where required;

c. feedback, approvals and instructions in a reasonably prompt and clear way; and

d. a nominated contact person, or a clearly agreed approval process.

 

3.2 We will not be responsible for project delays caused by late content, unclear instructions, repeated changes of direction or slow responses.

 

4. Revisions

 

4.1 The project fee includes the number of review rounds, revisions or amends set out in the proposal.

 

4.2 Any additional changes beyond that allowance, or any changes which significantly alter the agreed brief, structure or functionality, may be treated as extra work and charged separately.

 

4.3 We will always aim to discuss this with the client clearly and reasonably before carrying out additional chargeable work.

 

5. Timescales

 

5.1 Any timescales or target dates we provide are estimates and depend on the timely receipt of content, approvals and feedback from the client.

 

5.2 If delays arise because required information or approvals are not provided on time, we may revise the project timetable accordingly.

 

5.3 If the project is paused or inactive for more than 20 working days due to client delay, we reserve the right to reschedule the remaining work and invoice for work completed up to that point.

 

6. Completion

 

6.1 For the purposes of this agreement, “Completion” means the point at which the website has been completed substantially in line with the agreed specification and is ready for launch or handover.

 

6.2 Completion will be deemed to have taken place at the earliest of the following:

a. the website is ready to go live and we have notified the client accordingly;

b. the website is launched to the live domain, whether by us or at the client’s instruction;

c. we have notified the client that the website is ready for final review, and the client has not provided a written list of material defects within 5 working days; or

d. the client begins using the website for normal business purposes, including public use, staff use or content updating, other than for testing only.

 

6.3 Minor defects, cosmetic issues, small snagging items or matters which do not materially affect normal use of the website will not prevent Completion.

 

7. Acceptance and snagging

 

7.1 Once we notify the client that the website is ready for final review, the client will have 5 working days to check it and provide one written list of any material defects against the agreed specification.

 

7.2 We will correct any verified material defects within a reasonable period.

 

7.3 The website will be treated as accepted if:

a. the client confirms acceptance in writing;

b. the client does not provide a written list of material defects within 5 working days; or

c. the website is launched or used in the normal course of the client’s work.

 

7.4 For clarity, requests for new features, extra pages, rewritten content or changes in preference are not classed as defects.

 

8. Onboarding and handover

 

8.1 Where included in the proposal, we will provide basic onboarding for one nominated member of the client’s staff to support routine use of the website.

 

8.2 Basic onboarding means:

a. up to [one/two] remote session(s) of up to [60/90] minutes each; and/or

b. a short written guide or recorded walkthrough, at our discretion.

 

8.3 The purpose of onboarding is to help the nominated staff member carry out straightforward day-to-day tasks such as:

a. logging in;

b. editing existing text;

c. uploading standard images;

d. publishing basic posts or pages; and

e. making simple content updates.

 

8.4 Onboarding is intended as a practical handover rather than an open-ended training arrangement.

 

8.5 Unless otherwise agreed in writing, onboarding does not include:

a. repeated training sessions for the same tasks;

b. training for multiple staff members;

c. wider digital marketing, SEO or copywriting support;

d. technical support unrelated to the agreed website build;

e. advanced functionality or third-party system training; or

f. extended support arising from lack of preparation or engagement with the onboarding process.

 

8.6 Any additional training, follow-up support or repeat sessions requested by the client, or made necessary because the initial onboarding has not been properly followed, may be charged separately at our usual rate.

 

9. Attendance and preparedness for onboarding

 

9.1 The client will, where possible, nominate a staff member who is appropriate for the role, available for the agreed session and comfortable with basic digital tasks.

 

9.2 We ask that the nominated person attends on time and reviews any materials provided in advance.

 

9.3 If an onboarding session cannot be completed effectively because the attendee is unavailable, significantly unprepared or not in a position to take on the role, the session will still count as having been provided.

 

9.4 Any further or replacement sessions may be charged separately.

 

10. Content responsibility

 

10.1 Unless otherwise agreed, the client is responsible for the accuracy, legality and ownership of all text, images, logos, downloads and other content supplied to us.

 

10.2 The client confirms that it has the necessary rights and permissions to use any materials it provides.

 

11. Third-party services

 

11.1 Unless specifically stated otherwise in the proposal, our fee does not include third-party costs.

 

11.2 These may include, for example, domain registration, website hosting, premium plugins, stock imagery, specialist software or external integrations.

 

11.3 The client will be responsible for any ongoing third-party fees after launch unless otherwise agreed.

 

12. Intellectual property

 

12.1 Once all sums due have been paid in full, the client will own the final website materials created specifically for it under this agreement.

 

12.2 This does not include:

a. third-party software, plugins, themes, fonts or licensed assets;

b. our pre-existing know-how, systems, templates, methods or reusable code; or

c. any materials that are licensed rather than sold.

 

12.3 Unless otherwise agreed in writing, we may refer to the completed project in our portfolio and marketing.

 

13. Suspension and termination

 

13.1 We hope to work collaboratively throughout the project, but we reserve the right to pause or end the agreement by written notice if:

a. invoices remain unpaid;

b. the project is repeatedly delayed;

c. the working relationship becomes unreasonable or unworkable; or

d. additional work is requested but revised fees or timescales are not agreed.

 

13.2 If the agreement ends before the project is completed, the client will pay for all work carried out and any committed costs incurred up to the date of termination.

 

13.3 The initial 50% payment is non-refundable once work has begun.

 

14. Limitation of liability

 

14.1 To the fullest extent permitted by law, our total liability under this agreement will be limited to the total fees paid by the client for the project.

 

14.2 We will not be liable for indirect or consequential loss, loss of income, loss of opportunity, loss of data, or issues arising from third-party systems, hosting failures, cyber incidents or the client’s use of the website following handover.

 

15. General

 

15.1 Any changes to these terms must be agreed in writing.

 

15.2 If any part of these terms is found to be unenforceable, the remainder will continue in full force.

 

15.3 This agreement will be governed by the law of England and Wales, and any disputes will be subject to the jurisdiction of the courts of England and Wales.