Definitions
- Agreement: The full set of binding documents—contract, proposal, terms and conditions, and every appendix or attachment referenced or included.
- Client Content: Any material the client provides for use in the Project, including (without limitation) copy, images, videos, diagrams, brand assets, and written instructions.
- Deliverables: The specific outputs our company is obligated to provide, exactly as defined in the Agreement.
- Designer Tools: All tools and building blocks created or owned by our company—fonts, software, applications, scripts, source code, authoring systems, methods, templates, frameworks, and any inventions (patentable or not). This also includes non-copyrightable components such as site architecture, navigation logic, layout systems, and functional interface elements.
- Final Deliverables: The completed, finalised version of the Deliverables handed over by our company to the client.
- Project: The body of work our company will perform for the client, as described and limited by the Agreement.
- Services: Every service our company provides under the Agreement and proposal, whether development, implementation, configuration, or related work.
- Third Party Materials: Assets sourced from outside parties for inclusion in the Project—such as stock photos, illustrations, plugins, licensed libraries, or other third-party content.
Development Services
Our company will deliver the development services described in the proposal and formal Agreement, following the mutually agreed milestones and timeline.
Proposal / Scope of Work
Proposals remain open for acceptance for 30 days from the date the client receives them. If the proposal is not accepted within that window, we may reassess it, revise the terms (including scope, pricing, and timing), and submit an updated version for approval.
Compensation
- Additional Costs: Third-party charges (for example, hosting, subscriptions, licences, or paid services) are invoiced separately from our development fees.
- Expenses: Any expenses incurred will be billed to the client at cost, with no added markup unless the Agreement states otherwise.
- Fees: All professional fees, plus applicable taxes, must be paid by the client according to the project plan and milestone schedule.
Payment
- Invoices: Payment is due within 5 days of invoice receipt. Expenses and Additional Costs will be itemised as separate line items.
- Payment Schedule: Payment obligations follow the timing and amounts set out in the project plan and milestone framework.
Changes to Project Scope
- Change Request: If changes are required, the client must submit a written request detailing the adjustment. Our company will reply within 5 working days with an impact statement covering: added charges (if any), changes to the project plan, and any revised delivery dates.
- Minor Changes: Changes assessed by our company as minor—or those valued at less than 20% of the Project cost—will be charged at our standard hourly rates. If the delivery timetable must move, the revised schedule will be communicated. Additional costs are not restricted by any earlier cap, estimate ceiling, or “final price” assumption.
- Major Changes: Changes expected to exceed 20% of the Project cost, or otherwise classified by our company as major, require a new or supplemental proposal. Work on the expanded scope will pause until the updated proposal is accepted and signed.
- Acceptance of Proposals: The client must approve any proposal (including change proposals) within 14 working days. If the proposal is not accepted, our company has no obligation to proceed with the additional work.
Delays
- Delays by the Client: The client must use reasonable efforts to supply approvals, information, materials, and other inputs without undue delay. Any client-caused delay will extend subsequent milestones on a day-for-day basis.
- Delays by Us: If delays arise due to issues within our company’s control, we will notify the client promptly by email.
- Delays by Others: Delays caused by circumstances outside either party’s control are not treated as a contract breach and will extend all future milestones on a day-for-day basis. Examples include (but are not limited to) labour disputes, governmental actions, fire, flood, acts of God, terrorism, and war.
Evaluation and Acceptance
- Testing: Our company will apply industry-standard, commercially reasonable testing practices to validate Deliverables before submission.
- Approval Periods: The client has 7 working days to accept or reject submitted Deliverables. Any rejection must be delivered in writing with specific, detailed reasons. Our company then has 14 working days to remedy the stated issues. After revisions are provided, the client has a further 7 days to review the updated Deliverables.
Client Responsibilities
The client must act reasonably and without unnecessary delay, particularly in these areas:
- Ensuring Client Content is fit for use within the Deliverables, and does not require extra work by our company unless expressly agreed.
- Ensuring all Client Content is reviewed and proofread in advance; if corrections are needed, our company may charge for the time required.
- Making third-party decisions (vendors, licences, tools, approvals) promptly to avoid preventable schedule slippage.
Accreditation and Promotion
- Accreditation: Unless the initial proposal states otherwise, our company may place an accreditation hyperlink on all relevant pages.
- Promotion: For marketing, recognition, awards, or professional advancement, our company may display Deliverables in portfolios, galleries, websites, and other media.
- Promotional Approval: Neither party may unreasonably refuse permission for the other to publish factual information about their involvement in a Project. Where appropriate, a link to the other party’s website will be included.
Confidential Information
If either party identifies information as confidential—regardless of whether it is protected by copyright, patent, or other rights—both parties must treat it as confidential and refrain from disclosing it to third parties.
Information is not considered confidential if:
- it was already known to the receiving party prior to disclosure, or
- it becomes known through a third party without restrictions on disclosure.
Relationships
- Agents: If our company engages third-party contractors to deliver any part of the Services, our company remains fully accountable for the affected Deliverables.
- Exclusivity: No exclusivity is granted or implied. Neither party is restricted from working with other providers or clients.
- Independent Contractor: Our company acts as an independent contractor and retains discretion over how it produces the Project Deliverables. Nothing in the Agreement creates an employer–employee relationship, partnership, joint venture, or agency arrangement. Rights and obligations arise only from the contract itself. Work performed by our company is not “work for hire” as defined under copyright law.
Liability
Services are provided “as is.” Our company is not responsible for indirect, consequential, or other losses incurred by the client. Any liability, if established, is capped at the total amount paid by the client to our company under the Agreement.
Rights for Work Produced
License: The client receives a non-exclusive, perpetual, worldwide licence to use the Deliverables in the originally agreed form. The client may not modify, extract portions, or create derivative works from the Deliverables without our company’s permission.
Support Services
Warranty Periods: Our company will provide reasonable, commercially acceptable support to maintain, correct, or update Deliverables as needed. Such support is billed at our standard hourly rates.
The warranty becomes void if any third party edits, alters, or interferes with our Deliverables, and our company will not accept responsibility for issues introduced through such intervention.
Changes to Terms
We reserve the right to revise these terms and conditions. Continued use of our site and Services constitutes acceptance of any updated terms that may be introduced.