Terms & Conditions: Web Design & Development

Web Design & Development Services

Web Design and Development Studio (Sole Trader)
Last Updated: 10 January 2026

1. About the Developer

These Terms & Conditions (“Terms”) govern the provision of web design and development services by Web Design and Development Studio, a sole trader business (“the Developer”, “we”, “us”, “our”).

Business details:

These Terms apply to all services we provide to you (“Client”, “you”, “your”).

2. Formation of Contract

2.1 These Terms, together with any written proposal, quotation, scope of work, specification, statement of work, email confirmation, or invoice (“Proposal”), form the entire agreement (“Contract”) between you and the Developer.

2.2 A Contract is formed when:

  • you accept the Proposal in writing (including by email), or

  • you instruct us to begin work, or

  • you pay a deposit or any invoice relating to the project.

2.3 Any terms supplied by the Client are excluded unless expressly agreed by us in writing.

2.4 Any quotations are estimates only unless stated otherwise.

3. Scope of Services

3.1 The Services may include (as specified in the Proposal):

✔ Website design (UI/UX), branding appliction to web

  • ✔ Website development (front-end/back-end)

  • ✔ CMS or platform setup (e.g., WordPress, Joomla, Drupal, Wix, Shopify or other) and configuration

  • ✔ E-commerce setup (where agreed)

  • ✔ Responsive optimisation and browser testing

  • ✔ Basic on-page SEO setup (where agreed)

  • ✔ Integrations (forms, analytics, email marketing, third-party APIs)

  • ✔ Content upload (where agreed)

  • ✔ Training and handover (where agreed)

  • ✔ Other (Specific services)

3.2 Technical specifications (platforms, languages, plugins, hosting environment, integrations, security measures) will be defined in the Proposal or supporting specification.

3.3 Anything not expressly listed in the Proposal is outside scope and may be quoted separately.

4. Client Responsibilities

You agree to:

4.1 Provide all required content, assets, brand materials, and information promptly and in requested formats.

4.2 Provide timely feedback, approvals, and decisions. You will appoint one authorised representative to provide consolidated feedback and approvals.

4.3 Provide access (as needed) to domains, hosting, DNS, CMS/admin accounts, third-party services, and any required credentials. You confirm you have authority to grant such access.

4.4 Ensure any material you supply (text, logos, fonts, photos, video, trademarks, data) is legally owned or appropriately licensed and does not infringe third-party rights.

4.5 You are responsible for the legality and compliance of your website content (including any regulated claims, disclosures, cookie/banner requirements, e-commerce information, accessibility obligations, and sector-specific rules). We may flag issues, but we do not provide legal compliance advice.

4.6 You are responsible for backing up your website and systems unless we explicitly agree otherwise in writing.

5. Fees, Payments & Expenses

5.1 Fees
Fees are as stated in the Proposal.

5.2 Deposit & payment schedule
Unless otherwise agreed:

  • a non-refundable deposit of 25% is payable before work starts; and

  • the remaining balance is due upon delivery of final deliverables and/or per milestones stated in the Proposal.

5.3 Invoices & late payment
Invoices are payable within 7 days of issue. We may charge interest on overdue amounts at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

5.4 Withholding work / suspension
We may pause work and/or withhold deliverables, access credentials, files, or launch until all overdue amounts are paid.

5.5 Expenses and third-party costs
You will reimburse pre-approved expenses (e.g., premium plugins, themes, font licences, stock assets, third-party developers, hosting/domain fees). These will be itemised.

5.6 Estimates & cost increases
Where a cost estimate is provided, it is non-binding. If we reasonably anticipate that actual costs will exceed an estimate materially due to new requirements or Client delays, we will notify you and agree next steps.

6. Intellectual Property Rights

6.1 Ownership before payment
All work product, drafts, designs, code, configurations, documentation, and materials remain our property until we receive full payment.

6.2 Your licence/assignment on full payment
Upon full payment, you receive the rights to use the final approved deliverables for the purposes set out in the Proposal.

6.3 Background IP and reusable components
We retain all rights to:

  • our tools, frameworks, templates, libraries, methods, and know-how; and

  • any generic or reusable code/components not created uniquely for you.

6.4 Third-party assets
Third-party assets (themes, plugins, fonts, stock imagery, APIs) are licensed to you under the supplier’s terms. We do not transfer ownership of third-party assets.

6.5 Open-source
Where open-source components are used, you agree they remain subject to their applicable open-source licences.

6.6 Unauthorised use
If you use deliverables beyond the agreed scope, before full payment, or otherwise without permission, you agree to pay a reasonable fee for that use (and we reserve the right to pursue remedies).

7. Revisions, Approvals & Acceptance

7.1 Revisions
The number of revision rounds (if any) is defined in the Proposal. Additional revisions, significant scope changes, or repeated rework may be charged.

7.2 Approval windows (deemed acceptance)
You must review and approve deliverables promptly. Unless otherwise stated, deliverables are deemed accepted if you do not provide written feedback within 5 working days of delivery for review.

7.3 Testing and acceptance
We will carry out reasonable testing as agreed (e.g., major browsers/devices). Final acceptance occurs when the site meets the agreed specification without critical defects.

7.4 Minor defects
Minor defects that do not materially prevent normal use do not prevent acceptance and will be rectified within a reasonable time if included in scope/support.

8. Change Requests

8.1 Any request to change requirements, features, design direction, integrations, content volume, or timeline after the scope is agreed (“Change Request”) must be submitted in writing.

8.2 We will assess impact on cost and time and provide a revised quote or change order. Work on the change begins only after written approval.

8.3 If you request changes that effectively restart earlier stages (e.g., re-concepting, redesign after approval), this will be treated as out-of-scope and billed accordingly.

9. Hosting, Domains, Maintenance & Support

9.1 Hosting/domains
If we provide hosting or domain setup (all our hosting providers are third-party services), it will be described in the Proposal. Unless stated otherwise, hosting and domain renewals are your responsibility and are billed separately.

9.2 Ongoing maintenance
Post-launch maintenance/support is not included unless explicitly stated. Maintenance may include updates, backups, monitoring, and minor changes as defined in a separate plan.

9.3 Security
We implement reasonable measures within scope, but no website can be guaranteed completely secure. You are responsible for passwords, user access management, and ongoing updates unless covered by a maintenance plan.

9.4 Third-party downtime
We are not responsible for outages or failures of hosting providers, domain registrars, email services, payment gateways, plugins, APIs, or other third-party services.

10. Third-Party Services & Subcontracting

10.1 We may use qualified third parties (e.g., developers, copywriters, photographers) to deliver parts of the Services.

10.2 We may contract third parties either in our name or in your name, as appropriate. You agree to be bound by third-party terms where you are the contracting party and/or where the service is required for delivery.

11. Confidentiality & Data Protection

11.1 Both parties agree to keep confidential information confidential and only use it for fulfilling the Contract.

11.2 We process personal data in accordance with UK data protection law (UK GDPR and the Data Protection Act 2018). You agree to provide only the personal data necessary for the project.

11.3 If you require a specific data processing agreement (DPA) for the project, it must be requested and agreed in writing.

12. Warranties, Liability & Indemnities

12.1 Our warranty
We will perform the Services with reasonable skill and care.

12.2 No guarantee of outcomes
We do not guarantee rankings, sales, leads, conversions, uptime, or specific commercial results.

12.3 Client warranty
You warrant that all materials you provide are lawful, accurate, and non-infringing, and that your instructions do not require us to breach any law or third-party rights.

12.4 Indemnity
You agree to indemnify and hold us harmless from claims, losses, damages, costs, and legal fees arising from:

  • your supplied materials, instructions, or content;

  • your breach of these Terms; or

  • your use of the deliverables in a way that is unlawful or infringes third-party rights.

12.5 Limitation of liability
To the maximum extent permitted by law:

  • our total liability is limited to the total fees paid under the Contract; and

  • we are not liable for indirect or consequential losses, including loss of profit, revenue, data, reputation, or business interruption.

12.6 Nothing excludes liability
Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law.

13. Termination

13.1 Termination for breach
Either party may terminate with immediate effect by written notice if the other party materially breaches the Contract and fails to remedy the breach within 14 days of written notice.

13.2 Client termination without cause
You may terminate at any time by written notice. In that case:

  • the deposit remains non-refundable; and

  • you must pay for all work completed up to termination, plus any non-cancellable third-party costs.

13.3 Developer termination
We may terminate or suspend work if:

  • payment is overdue; or

  • you fail to provide required materials/feedback for 30 days; or

  • you request unlawful content or actions.

13.4 Effect of termination
Clauses relating to fees owed, IP, confidentiality, liability, and governing law survive termination.

14. Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control (including severe illness, power/network failures, third-party outages, natural disasters, or government actions). We will notify you and use reasonable efforts to resume performance.

15. Portfolio & Attribution

15.1 We may display the completed project (including screenshots and your business name/logo) in our portfolio and marketing materials unless you request confidentiality in writing before launch.

15.2 Where appropriate, we may include a discreet credit link in the website footer unless otherwise agreed.

16. Governing Law & Jurisdiction

These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

17. General

17.1 Entire agreement
These Terms and the Proposal form the entire agreement and supersede all prior discussions.

17.2 Amendments
Changes must be agreed in writing.

17.3 Severability
If any clause is unenforceable, the rest remains in force.

17.4 Notices
Notices must be in writing and sent to design@wellbeingactivity.com. Notice is deemed received on the next working day.

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