Terms of Service

1. Acceptance of terms

These Terms of Service ("Terms") form a binding agreement between you and [COMPANY LEGAL NAME] ("we", "us", "our"). By accessing this website or engaging us to provide services, you agree to be bound by these Terms. If you do not agree, do not use this website or our services.

Where you and we enter into a separate written agreement, statement of work, or proposal, that document governs the services described in it, and these Terms apply to the extent not inconsistent with it.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use this website or engage our services. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

3. Permitted use of the website

You may use this website for lawful purposes only. You agree not to:

• Use the website in any way that breaches applicable law or regulation
• Attempt to gain unauthorised access to the website, its servers, or any connected system
• Introduce malicious code or otherwise interfere with the proper operation of the website
• Systematically extract, scrape, or reproduce content except as permitted by ordinary search engine indexing
• Submit false, misleading, or unlawful information, or the personal information of another person without authority
• Use the website to transmit unsolicited commercial communications

We reserve the right to modify, suspend, or discontinue any part of the website at any time without notice.

4. Services

We provide professional services as described on this website and as further defined in each proposal or statement of work. The specific scope, deliverables, timeline, and fees applicable to your engagement are those set out in your proposal or statement of work, not in general marketing material.

Prices displayed on this website are indicative starting points and do not constitute a binding offer.

5. Quotes and proposals

Quotes are valid for [VALIDITY PERIOD] from the date of issue unless stated otherwise, and are based on the scope of work described at the time. Changes to scope may result in changes to price and timeline, which we will communicate before undertaking additional work.

Estimated timelines assume timely provision of content, feedback, and approvals. Delays attributable to you may extend delivery dates accordingly.

6. Fees and payment

• Fees are as set out in your proposal, statement of work, or invoice.
• Invoices are payable within [PAYMENT TERMS] of the invoice date unless otherwise agreed in writing.
• A deposit may be required before work commences.
• Recurring services are invoiced in advance for each billing period.
• Fees are exclusive of applicable taxes, which are your responsibility.
• Third-party costs - including advertising spend, domain registration, hosting, licensed assets, and software subscriptions - are your responsibility unless expressly stated otherwise.
• Overdue amounts may accrue interest at the maximum rate permitted by applicable law, and we may suspend work until the account is brought current.

7. Client responsibilities

To enable us to perform the services, you agree to:

• Provide accurate and complete information, content, and materials in a timely manner
• Provide feedback and approvals within agreed timeframes
• Ensure you hold all necessary rights and licences in materials you supply to us
• Maintain your own accounts with any third-party platforms required for the services
• Designate a representative authorised to give approvals on your behalf

If a project is delayed by you for more than [INACTIVITY PERIOD], we may close the engagement and invoice for work performed to that date.

8. Term, cancellation and refunds

Recurring services continue until cancelled by either party on [NOTICE PERIOD] written notice. Fixed-scope project work continues until the agreed deliverables are completed.

If you cancel a project before completion, you remain responsible for fees for work performed up to the effective date of cancellation. Deposits are applied against work performed and are otherwise non-refundable except as required by law.

We may cancel on [NOTICE PERIOD] written notice, in which case we will refund prepaid fees for services not yet performed.

9. Intellectual property

Deliverables

Subject to payment in full of all applicable fees, we assign or licence to you the rights in the final deliverables created specifically for you, as set out in your agreement.

Our pre-existing materials

We retain all rights in our pre-existing materials, including frameworks, code libraries, components, templates, methodologies, and know-how. Where these are incorporated into deliverables, you receive a non-exclusive, perpetual licence to use them as part of those deliverables. You may not extract, sublicense, or resell them as standalone products.

Third-party materials

Fonts, imagery, plug-ins, libraries, and other third-party materials remain subject to their respective licences, which you are responsible for maintaining.

Portfolio use

Unless you notify us otherwise in writing, we may reference the engagement and display non-confidential work in our portfolio and marketing materials.

Website content

All content on this website, including text, design, graphics, and code, is owned by us or our licensors and is protected by intellectual property laws. You may not reproduce it without our prior written permission.

10. Confidentiality

Each party may receive confidential information from the other. Each party agrees to keep such information confidential, to use it only for the purposes of the engagement, and to protect it with at least the same care it applies to its own confidential information. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or required to be disclosed by law.

11. No guarantee of results

Any statistics, case studies, or examples presented on this website describe past results and are not a representation or warranty of future performance. Our obligation is to perform the agreed scope of services with reasonable skill and care.

12. Third-party services

Our services may depend on third-party platforms and providers. We are not responsible for the availability, performance, policies, pricing, or acts or omissions of those third parties. Where we manage a third-party account on your behalf, you remain the account owner and are responsible for amounts charged by that provider unless expressly agreed otherwise.

13. Disclaimer of warranties

We warrant that we will perform the services with reasonable skill and care. Except as expressly stated in these Terms, and to the fullest extent permitted by applicable law, this website and our services are provided "as is" and "as available", and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the website will be uninterrupted, timely, secure, or error-free.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

14. Limitation of liability

To the fullest extent permitted by applicable law:

• Neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, data, business, or goodwill, however caused and under any theory of liability, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or relating to these Terms or the services is limited to [LIABILITY CAP].

These limitations reflect an agreed allocation of risk between the parties and apply regardless of whether a claim is based in contract, tort, negligence, strict liability, statute, or otherwise.

15. Indemnification

You agree to indemnify, defend, and hold harmless [COMPANY LEGAL NAME] and its officers, employees, and contractors from and against any claims, liabilities, damages, losses, and reasonable expenses arising out of or related to: materials or content you supply; your use of the deliverables; your breach of these Terms; or your violation of any applicable law or third-party right.

16. Suspension and termination

We may suspend or terminate your access to the website or an engagement, with or without notice, if you materially breach these Terms, if amounts due remain unpaid, or if continued provision would expose us to legal or reputational risk. Where a breach is capable of remedy, we will normally give notice and a reasonable opportunity to remedy it.

Provisions that by their nature should survive termination - including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law - survive.

17. Governing law and disputes

These Terms are governed by and construed in accordance with the laws of [GOVERNING JURISDICTION], without regard to its conflict-of-laws principles. The courts of [GOVERNING JURISDICTION] have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and the parties consent to venue in those courts.

Nothing in this section deprives a consumer of the protection of mandatory provisions of the law of their country of residence.

Before commencing formal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct discussion.

18. General provisions

• Entire agreement. These Terms, together with any applicable proposal or statement of work, constitute the entire agreement between the parties on this subject and supersede all prior discussions.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
• No waiver. Failure to enforce any provision does not constitute a waiver of it.
• Assignment. You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for failure or delay in performance caused by events beyond its reasonable control.
• Notices. Notices must be given in writing to the contact details set out below.
• Amendments. We may amend these Terms from time to time. The revised version takes effect when posted, and continued use constitutes acceptance.