Client Terms of Business

2.1 We will provide the services and deliverables described in the proposal (Services). Anything not expressly included is outside scope, including additional pages, products, content, integrations, migrations, revisions, training or ongoing support.

2.2 The proposal will identify any assumptions, dependencies, milestones and included revision rounds. Estimates are based on the information available when we prepare them.

2.3 Either party may request a change. We will explain its effect on fees, deliverables and timing where reasonably practicable. A change becomes part of the Agreement only when both parties approve it in writing, including by email. We are not obliged to begin changed work before approval.

2.4 If you ask us to investigate an issue or request that is outside scope, we may charge for the investigation and resulting work at the rate stated in the proposal, provided we tell you that it is chargeable before undertaking it.

3.1 You will appoint a contact who can give instructions and approvals, provide timely access to relevant systems and people, and supply the information, materials, decisions and feedback reasonably needed to perform the Services.

3.2 You are responsible for the accuracy, legality and suitability of materials you provide, including product claims, prices, imagery, trademarks, privacy notices and terms presented to your customers. You confirm that you have the rights needed for us to use those materials to perform the Services.

3.3 You will review deliverables and respond to requests for decisions within the periods set out in the proposal or, if none is stated, within five business days. A delay in your response may move dependent milestones by a reasonable period and may affect the agreed cost if it causes substantial additional work or remobilisation. We will tell you about any proposed additional charge before incurring it.

3.4 You remain responsible for your business decisions, legal compliance and approval of material published under your name. We may suggest copy, functionality or marketing approaches, but you must approve factual claims and any regulated or specialist content before publication.

4.1 We will use reasonable care and skill to meet agreed milestones. Unless the proposal expressly says that a date is guaranteed, dates are estimates that depend on timely completion of both parties’ responsibilities.

4.2 We may deliver work in stages and use a staging or test environment for review. A deliverable is ready for review when we notify you that the agreed stage is available for testing or inspection.

4.3 You will test a deliverable against the agreed scope and report material failures with enough detail for us to reproduce them within 10 business days after it is ready for review. We will correct failures that result from our work and prevent the deliverable from materially meeting the agreed scope, at no additional charge.

4.4 A deliverable is accepted when you confirm acceptance, put it into live or productive use, or the review period ends without notice of a material failure. Acceptance does not remove your rights under clause 9 for defects reported during the correction period.

4.5 Minor issues that do not materially prevent the intended use of a deliverable will be recorded and addressed within a reasonable time, but will not prevent acceptance or payment of the relevant milestone.

5.1 Fees and payment milestones are stated in the proposal. Unless it says otherwise, invoices are payable within 14 calendar days of issue. Work charged by time is billed at the agreed rate for time reasonably spent and is invoiced monthly in arrears.

5.2 Fees exclude applicable sales, use, value added or similar taxes, which will be added where required by law. You are responsible for any withholding tax imposed on your payments, unless the parties agree otherwise in writing.

5.3 Third-party charges, including hosting, domains, software licences, advertising spend, stock assets, payment processing and external services, are payable by you unless the proposal expressly includes them. We will obtain your approval before incurring an unlisted third-party expense on your behalf.

5.4 You must raise a good-faith invoice dispute within 10 business days of receiving an invoice, explaining the amount and reason disputed. You will pay the undisputed portion on time. The parties will work promptly to resolve the balance.

5.5 If an undisputed amount remains unpaid 10 calendar days after we give written notice that it is overdue, we may pause the affected Services until payment is received. We will give reasonable notice before pausing a live service where practicable. We may charge reasonable, documented collection costs to the extent permitted by law.

5.6 Unless the proposal says otherwise, prepaid fees cover the work or service period identified in the proposal and are not automatically a credit against unrelated future work.

6.1 A retainer covers the activities, capacity or deliverables expressly stated in the proposal. It does not create an unlimited obligation to perform work.

6.2 Unless the proposal expressly allows it, unused hours or capacity do not roll over, and work beyond the included allocation requires your approval and is charged at the agreed additional rate.

6.3 Requests are scheduled according to urgency, available capacity and any response commitments stated in the proposal. A retainer does not include guaranteed response or resolution times unless they are expressly agreed.

6.4 Either party may end an ongoing retainer by giving 30 days’ written notice, unless the proposal specifies a different minimum term or notice period. Fees remain payable for Services performed and committed third-party costs through the end of the notice period.

6.5 We may propose a change to recurring fees by giving at least 30 days’ written notice. The change will take effect only at the end of an agreed fixed term or, for a rolling arrangement, after the notice period. You may terminate a rolling arrangement before the change takes effect.

7.1 Third-party platforms, plugins, fonts, stock assets, APIs, hosting and other products are governed by their providers’ terms. We cannot guarantee their continued availability, pricing, compatibility or performance.

7.2 Wherever practicable, accounts, domains and paid subscriptions needed for your business will be registered in your name or transferred to your control after you have paid the relevant charges. You are responsible for renewing services held in your name.

7.3 If a provider changes or discontinues a product, work needed to adapt the deliverables is outside scope unless the proposal includes it. We will discuss the available options and obtain your approval before undertaking chargeable adaptation work.

8.1 Your materials. You retain ownership of materials you supply. You grant us a licence to use, copy and adapt them as needed to perform the Services.

8.2 Project deliverables. Once you have paid all fees due for the relevant deliverable, we assign to you our copyright in the final, original designs, copy and custom code created specifically for you under the proposal, excluding the materials described in clauses 8.3 and 8.4. Until payment, we grant you a limited licence to review those deliverables for the purposes of the project.

8.3 PBD materials. We retain ownership of our pre-existing code, tools, frameworks, methods, templates, reusable components and general know-how, including improvements that are not unique to your business. To the extent any such material is incorporated in a paid-for deliverable, we grant you a perpetual, worldwide, non-exclusive licence to use, modify and have others maintain it as part of that deliverable for your business purposes.

8.4 Third-party and open-source materials. Those materials remain subject to their applicable licences. We will identify material licence restrictions that we know are relevant to your intended use. We cannot assign rights that we do not own.

8.5 Drafts, unused concepts and proposals that are not included in the final paid-for deliverables remain ours unless agreed otherwise in writing.

8.6 We may identify you as a client and show publicly launched work in our portfolio, with your name and logo, unless you ask us in writing not to do so. We will not disclose confidential information or publish work before your public launch without your consent.

9.1 We will perform the Services with reasonable care and skill.

9.2 For 30 days after acceptance of a project deliverable, we will correct, at no additional charge, a reproducible defect caused by our work that makes it materially fail to meet the agreed scope. You must notify us during that period and provide reasonable information and access to investigate.

9.3 This correction obligation does not cover changes made by you or others after delivery; misuse; new requirements; third-party outages or changes; or incompatibility caused by updates released after acceptance. We will explain our findings before undertaking chargeable remedial work.

9.4 We do not guarantee search rankings, traffic, sales, conversion rates, advertising results, uninterrupted operation or that a deliverable will be free of every error. Any specific performance commitment must be stated in the proposal.

10.1 Each party will take reasonable steps to protect credentials and access under its control. You will provide individual accounts where practicable and remove or change our access when it is no longer needed.

10.2 Unless the proposal includes managed hosting, monitoring or backups, you are responsible for those services after handover. We will identify any hosting or backup arrangements expressly included in our Services.

10.3 Each party will comply with data protection laws applicable to its activities. Where we process personal data on your behalf as a processor or service provider, the parties will enter into an appropriate data processing agreement before that processing begins. This clause alone is not intended to serve as a complete data processing agreement.

10.4 You are responsible for deciding what personal data your business collects and why, and for your customer-facing privacy notices, consent mechanisms and instructions to us, unless a proposal expressly assigns us a particular task.

11.1 Each party will use the other’s non-public business, technical and commercial information only to perform or receive the Services and will protect it with reasonable care.

11.2 A party may disclose confidential information to its personnel, professional advisers and subcontractors who need it for the Agreement and are bound to protect it. Information is not confidential to the extent it is public without breach, was already lawfully known, was independently developed, or was lawfully received from another source.

11.3 A party may disclose information when legally required, giving the other party notice where lawful and reasonably practicable. These obligations continue for three years after the Agreement ends; protection for trade secrets continues for as long as the information remains a trade secret under applicable law.

13.1 Either party may terminate an Agreement by written notice if the other materially breaches it and does not remedy the breach within 14 calendar days after receiving notice describing it. A breach that cannot reasonably be remedied may justify immediate termination.

13.2 You may cancel a fixed-fee project for convenience on 14 calendar days’ written notice. You will pay for work completed up to termination, reasonably committed non-cancellable third-party costs, and reasonable work needed to hand over work in progress if you request that handover. We will credit any prepaid amount exceeding those sums.

13.3 We may terminate on written notice if a project has been inactive for 60 days because information, access or decisions we reasonably requested have not been provided. Before doing so, we will give you at least 14 days’ notice and an opportunity to restart or agree a revised schedule. Clause 13.2’s payment and handover principles will then apply.

13.4 On termination, each party will promptly return or securely delete the other’s confidential information on request, subject to legal retention requirements and routine backups. We will provide paid-for completed deliverables and reasonable handover assistance. Handover work beyond the agreed scope is chargeable at the applicable rate.

13.5 Ending the Agreement does not affect accrued payment obligations or provisions intended to continue, including intellectual property, confidentiality, liability and dispute provisions.

14.1 Neither party excludes or limits liability where doing so would be unlawful, or for fraud or wilful misconduct.

14.2 Subject to clause 14.1, neither party is liable to the other for lost profits, lost revenue, lost business opportunities or indirect or consequential losses arising from the Agreement.

14.3 Subject to clause 14.1, our total aggregate liability arising from an Agreement will not exceed the fees paid or payable to us under that Agreement during the 12 months before the event giving rise to the claim. If the Agreement has lasted less than 12 months, the cap is the fees paid or payable for that shorter period. Amounts you owe us for Services are not limited by this cap.

14.4 Each party will take reasonable steps to reduce losses arising from an event for which it seeks compensation. This clause applies regardless of the legal basis of the claim, to the extent permitted by law.

16.1 Project approvals and ordinary operational communications may be sent by email. Formal notices of breach or termination must be sent to the contact email stated in the proposal, or to a replacement address notified in writing, and are treated as received on the next business day unless the sender receives a delivery failure notice.

16.2 The parties will first try in good faith to resolve a dispute through a discussion between people authorised to settle it. Either party may seek urgent court relief where needed to protect its rights.

17.1 We act as an independent contractor. Neither party may bind the other or represent that it is the other’s employee, agent, partner or joint venturer.

17.2 Neither party may transfer the Agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor in a merger or sale of substantially all of its relevant business that assumes its obligations.

17.3 A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remainder continues in effect to the extent possible.

17.4 The Agreement is the entire agreement concerning its subject matter and replaces prior discussions about it. Changes must be agreed in writing by both parties; email is sufficient unless the proposal requires signature.

17.5 The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules. The state and federal courts serving Palm Beach County, Florida have exclusive jurisdiction, except where applicable law requires otherwise.