Effective Date: 1st October 2025
These Business Terms and Conditions govern the relationship between you (the Client) and Charlotte Hart (the Designer and Developer), a freelance web designer and developer, regarding any and all services provided by the Developer to the Client.
By engaging the Developer for services, the Client agrees to be bound by these Terms and Conditions.
1. Scope of Work
1.1 Project Specification
The Developer will provide web design, development, and/or related services as specifically outlined in a separate, written Proposal provided to the Client. The Proposal will detail the project deliverables, timeline, costs, and any specific technologies to be used.
1.2 Amendments
Any changes to the scope of work after the Proposal has been accepted must be submitted by the Client in writing. The Developer will assess the impact of these changes on the cost and timeline, and a revised Proposal or Change Order will be issued for the Client’s written approval. The Developer reserves the right to suspend work until the Change Order is approved.
2. Client Responsibilities
2.1 Content and Assets
The Client is responsible for providing all necessary text content, images, logos, and any other required assets in a timely manner (as defined in the Proposal) and in the required format. The Developer is not responsible for inputting content unless specifically included in the Scope of Work. Delays caused by the late delivery of content may impact the project timeline.
2.2 Legal and Copyright Compliance
The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the project are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. The Client agrees to indemnify, defend, and hold the Developer harmless from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.
2.3 Approvals and Feedback
The Client agrees to provide timely feedback and necessary approvals during the project phases, typically within 3-5 business days of receiving a request from the Developer. Delays in feedback or approvals may result in a proportional delay in the project completion date.
3. Financial Terms
3.1 Fees and Payment
The total project fee will be set out in the Proposal. All payments must be made in GBP via Bank Transfer.
3.2 Payment Schedule
A non-refundable deposit of 50% of the total project fee is required to commence work. The remaining balance will be due according to the payment schedule defined in the Proposal, typically upon project completion and prior to final file delivery or website launch.
3.3 Late Payment
The Developer reserves the right to apply a late payment fee of 5% per month on all overdue balances. If payment is significantly overdue (e.g., more than 30 days), the Developer reserves the right to suspend all services, remove the website from the server, and/or transfer ownership back to the Developer until the full balance is paid.
3.4 Expenses
The Client shall reimburse the Developer for any expenses necessary to complete the project, including but not limited to, the purchase of third-party software licenses, commercial fonts, stock photography, and hosting fees, only when these expenses have been approved in advance by the Client.
4. Project Completion and Acceptance
4.1 Testing and Review
Upon completion of the project, the Developer will host the work on a staging or development server for Client review. The Client will have a period of [e.g., 7] days to review the work and notify the Developer in writing of any requested adjustments that fall within the original Scope of Work.
4.2 Defect Warranty Period
The Developer provides a warranty period of 30 days following the launch or final delivery of the project, during which time the Developer will correct any functional bugs or errors introduced by the Developer free of charge. This warranty does not cover issues caused by third-party software, Client modifications, hosting environment changes, or force majeure events.
4.3 Client Acceptance
The project will be deemed accepted and complete upon the earliest of: (a) the expiration of the review period without written notification of defects, (b) the website going live on the Client’s primary domain, or (c) the Developer receiving the final payment.
5. Intellectual Property
5.1 Client IP
All intellectual property provided by the Client (e.g., logos, content, images) remains the property of the Client.
5.2 Developer IP and License
Upon final payment, the Developer shall assign all intellectual property rights to the custom web design and development work created specifically for the Client under this Agreement. However, the Developer retains ownership of any pre-existing generic code, algorithms, programming tools, or intellectual property (including, but not limited to, boilerplate code, frameworks, and scripts) that were utilized in the creation of the final website. The Developer grants the Client a non-exclusive, perpetual, worldwide license to use this underlying Developer IP solely for the operation of the website created under this Agreement.
5.3 Credit and Portfolio
The Client grants the Developer the right to use the completed project, and any work-in-progress, for promotional purposes, including displaying the project in the Developer’s online and offline portfolios.
6. Termination
6.1 Termination by Client
The Client may terminate this Agreement at any time by providing written notice to the Developer. In the event of such termination, the Client agrees to pay the Developer for all work completed up to the date of termination, plus any non-cancellable expenses incurred by the Developer. The initial deposit is non-refundable.
6.2 Termination by Developer
The Developer may terminate this Agreement if the Client breaches any material terms, including but not limited to, failure to make timely payments or failure to provide necessary assets/feedback within a reasonable timeframe. In the event of termination by the Developer due to Client breach, all completed work remains the property of the Developer until all outstanding fees are paid.
7. Unexpected Delays and Work Continuity
7.1 Unforeseen Circumstances
The Developer will not be held responsible for any delay or failure in performance that results from unforeseen circumstances or causes beyond the Developer’s reasonable control. These circumstances include, but are not limited to: severe illness, injury, hospitalization, family emergency, natural disaster, war, power outages, and internet service disruptions (collectively, “Unforeseen Circumstances”).
7.2 Extension of Deadlines
In the event that Unforeseen Circumstances prevent the Developer from meeting a pre-agreed deadline, the Developer will notify the Client in writing as soon as reasonably possible. Project deadlines will be temporarily extended by a period equivalent to the time lost due to the Unforeseen Circumstance, or until the Developer is reasonably able to resume work.
7.3 Work Outsourcing for Continuity
Should an Unforeseen Circumstance significantly disrupt the project for an extended period, the Developer reserves the right to, with the Client’s written consent, engage a trusted third-party contractor or fellow developer to complete the remaining work to ensure the project stays on track. The Developer will be responsible for ensuring the quality of the outsourced work and managing all costs related to the outsourcing (unless otherwise agreed upon).
8. Limitation of Liability
The Developer provides services “as is.” The Client agrees that the Developer is not liable for any direct, indirect, incidental, or consequential damages, including but not limited to, loss of profits, data loss, or business interruption, that may arise from the use or inability to use the services provided. The maximum liability of the Developer under all circumstances shall be limited to the total fees paid by the Client to the Developer for the specific project in question.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of United Kingdom, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the courts.
