Terms & Conditions of Sale

1. Definitions

In these Terms, the following definitions apply:

“Agreement”

The contract formed between WebStudio365 and the Client, comprising these Terms, the accepted Quotation, and any signed Project Brief or Statement of Work.

“Client”

The individual, company, or organisation that has engaged WebStudio365 to provide Services.

“Deliverables”

All work products created by WebStudio365 under this Agreement, including but not limited to website designs, code, graphics, copy, and documentation.

“Project”

The defined scope of web development or digital services described in the Quotation.

“Quotation”

A written document issued by WebStudio365 setting out the scope, pricing, and payment structure for a Project.

“Services”

All web development, design, hosting, domain management, email management, maintenance, and related digital services provided by WebStudio365.

“Working Day”

Any day other than a Saturday, Sunday, or English public holiday.

“Total Project Value”

The total agreed price for the Project as stated in the Quotation, exclusive of any ongoing hosting, maintenance, or domain fees unless explicitly stated.

2. Formation of Contract

A binding Agreement is formed when the Client either:

• Provides written acceptance of a Quotation issued by WebStudio365; or
• Pays a deposit or first instalment payment; or
• Signs a Project Brief, Statement of Work, or other written agreement.

Any changes to the scope of the Project after the Agreement is formed must be agreed in writing before additional work commences. WebStudio365 reserves the right to issue a revised Quotation for any scope changes.

Quotations issued by WebStudio365 are valid for 30 days from the date of issue, unless otherwise stated. WebStudio365 reserves the right to withdraw or revise a Quotation at any time before acceptance.

3. Payment Terms

WebStudio365 offers two primary payment structures. The applicable payment option will be clearly stated in the Quotation and agreed upon before work commences.

Late Payment

If any payment is not received by its due date, WebStudio365 reserves the right to:

• Suspend the Client’s website, hosting, or related services without notice until outstanding amounts are settled.
• Charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
• Pursue recovery of the outstanding balance through a debt recovery agency or legal proceedings, with all associated costs recoverable from the Client.

4. Scope of Work & Revisions

The scope of work to be delivered is defined in the Quotation and/or Project Brief. Any features, pages, or functionality not explicitly listed are considered out of scope and will be subject to a separate Quotation.

The Quotation includes a specified number of revision rounds (typically two rounds of revisions unless otherwise stated). A “revision” is defined as minor adjustments to an approved design concept, including copy changes, colour tweaks, layout refinements, and similar small modifications.

The following are not included in standard revisions and will be quoted separately:

• Fundamental redesigns or changes to the design direction after approval.
• Additional pages or sections not included in the original scope.
• New features or integrations requested after the Project Brief is agreed.
• Content creation, copywriting, photography, or video production unless specified.

5. Client Responsibilities

The Client agrees to:

• Provide all required content (text, images, logos, brand assets, access credentials) in the agreed format and within agreed timescales.
• Review and provide written feedback or approval on design concepts and development milestones within 5 Working Days of submission. Failure to respond within this period may be treated as approval.
• Ensure that all content and materials supplied to WebStudio365 are accurate, lawful, and do not infringe any third-party intellectual property rights. The Client indemnifies WebStudio365 against any claims arising from such content.
• Nominate a single point of contact for the Project with authority to make decisions on behalf of the Client.
• Provide any third-party access credentials (e.g., existing hosting, CMS, domain registrar) required to complete the Project within a reasonable timeframe.

WebStudio365 is not responsible for delays caused by the Client’s failure to provide required information, approvals, or access. In such cases, estimated timelines may be extended accordingly, and additional charges may apply.

6. Intellectual Property & Ownership

Option A — One-Off Payment

Upon receipt of the final invoice payment in full, WebStudio365 will assign to the Client full ownership of all bespoke Deliverables created specifically for that Project, including website design files, custom HTML/CSS, and associated assets.

Until the final payment is received, all Deliverables remain the intellectual property of WebStudio365. The Client has no right to reproduce, distribute, or use any Deliverables until this condition is satisfied.

Option B — Monthly Plan

Third-Party Components

Websites may incorporate third-party libraries, frameworks, plugins, stock imagery, or other licensed components. These components are subject to their own respective licences and are not transferred as part of any ownership assignment. WebStudio365 will notify the Client of any third-party components used and any associated licensing obligations.

WebStudio365 Portfolio Rights

WebStudio365 retains the right to display any completed Project as part of its portfolio (both online and in marketing materials), unless the Client requests in writing that the Project be kept confidential prior to the Agreement being signed.

7. Footer Credit & Sponsorship Slot

7.1 Mandatory Footer Credit

Every website developed by WebStudio365 must retain, in perpetuity, a visible credit in the website footer. This credit shall read, in substance:

“Built and Powered by [D Walsh / WebStudio365 Logo]”

The exact format, branding, logo, and styling of this credit will be supplied by WebStudio365 upon project completion and must be implemented as provided.

The Client shall not, at any time:

• Remove the credit from the footer.
• Obscure, hide, or visually suppress the credit (e.g. through CSS, overlapping elements, or colours that render it invisible).
• Modify, alter, or distort the WebStudio365 logo or branding supplied.
• Reposition the credit outside of the footer area.
• Replace the supplied credit with an alternative attribution.

This obligation is permanent and non-negotiable and survives the full payment of the Total Project Value and the assignment of intellectual property to the Client. Any breach of this clause entitles WebStudio365 to seek injunctive relief and/or damages without prejudice to any other remedy.

7.2 Sponsorship Slot

WebStudio365 reserves the right to include a designated “Sponsorship Slot” within the footer section of any website developed under this Agreement. This slot shall display branding in the following form:

“Sponsored by [Sponsor Logo / Name]”

WebStudio365 retains sole discretion over which sponsor’s branding or logo is displayed in this slot at any given time, and may update the sponsor displayed with reasonable prior notice to the Client.

Conditions applicable to the Sponsorship Slot:

• The sponsor displayed will not be a direct competitor of the Client’s primary business. Where any conflict of interest arises, the Client may raise a reasonable objection in writing, and WebStudio365 will endeavour to accommodate it.
• The Client may not remove, obstruct, modify, or suppress the Sponsorship Slot.
• The Sponsorship Slot will be presented in a tasteful, professional manner consistent with the overall website design.
• WebStudio365 may choose not to populate the Sponsorship Slot at any time, in which case the allocated space may be left blank or used for WebStudio365 promotional content at WebStudio365’s discretion.

This right is granted as a condition of the services provided and is acknowledged and accepted by the Client as part of this Agreement. This obligation also survives full payment and intellectual property assignment.

8. Hosting & Domain Services

Where WebStudio365 provides hosting, domain registration, or email services, the following conditions apply:

• Hosting services are provided on a recurring basis (monthly or annual) and are invoiced separately from Project fees unless otherwise stated in the Quotation.
• WebStudio365 will endeavour to maintain hosting uptime in line with industry standards but does not guarantee 100% availability. Scheduled maintenance windows will be communicated where possible.
• The Client is responsible for providing timely approval for domain renewals. WebStudio365 accepts no liability for service disruption arising from a domain expiring due to the Client’s failure to authorise renewal.
• Clients on the Monthly Plan must maintain hosting with WebStudio365 for the full duration of their payment term. Early cancellation of hosting will be treated as a breach of the Agreement (see Section 9).
• Where the Client wishes to migrate their website to an alternative hosting provider upon full payment, WebStudio365 will provide reasonable assistance, subject to an agreed migration fee.

9. Cancellation & Termination

9.1 Cancellation by the Client

The Client may cancel the Agreement at any time by providing written notice to WebStudio365. The following charges apply:

• Before work commences: The non-refundable deposit (Option A) or first instalment (Option B) is retained to cover planning and preparation costs.
• After work has commenced: The Client is liable to pay for all work completed up to the date of cancellation, calculated on a pro-rata basis of the Total Project Value. Any outstanding balance will be invoiced immediately and is payable within 14 days.
• Monthly Plan — cancellation before full payment: All Deliverables remain the property of WebStudio365. The website will be taken offline upon cancellation. No refund of any amounts paid to date will be issued. The Client remains liable for the total of all unpaid monthly instalments that would have fallen due during the remainder of the agreed term.

9.2 Termination by WebStudio365

WebStudio365 reserves the right to terminate this Agreement immediately upon written notice if the Client:

• Fails to make any payment by its due date and does not remedy the default within 7 days of written notice.
• Breaches any material term of this Agreement and fails to remedy the breach within 14 days of written notice.
• Becomes insolvent, enters into administration, or is subject to a winding-up order.
• Engages in conduct that WebStudio365 reasonably considers damaging to its reputation.

Upon termination by WebStudio365, all outstanding invoices become immediately due and payable.

10. Confidentiality

Both parties agree to keep confidential any sensitive or proprietary information disclosed by the other party during the course of the Agreement, including but not limited to business plans, financial information, pricing structures, technical specifications, and trade secrets.

This obligation shall not apply to information that is already in the public domain, was known to the receiving party prior to disclosure, or is required to be disclosed by law or regulatory authority.

This confidentiality obligation shall survive termination or expiry of the Agreement for a period of two years.

11. Warranties & Post-Launch Support

WebStudio365 warrants that all Deliverables will be produced with reasonable skill and care and will broadly conform to the agreed Project Brief at the time of delivery.

A 30-day bug-fix warranty period applies from the date the website goes live (“Go-Live Date”). During this period, WebStudio365 will rectify any defects caused by errors in WebStudio365’s own work at no additional charge. This warranty does not cover:

• Issues arising from the Client making changes to the website after the Go-Live Date.
• Incompatibilities introduced by third-party plugin or software updates.
• Issues arising from browser or operating system updates outside of WebStudio365’s control.
• Requests for new features, functionality, or design changes.

After the 30-day warranty period, ongoing support and maintenance may be available under a separate maintenance retainer agreement, details of which will be provided upon request.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• WebStudio365’s total aggregate liability to the Client under or in connection with this Agreement shall not exceed the Total Project Value actually paid by the Client under the relevant Quotation.
• WebStudio365 shall not be liable for any indirect, consequential, special, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, loss of business, or damage to reputation, whether arising in contract, tort (including negligence), or otherwise.
• WebStudio365 shall not be liable for any loss or damage arising from the Client’s own negligence, failure to follow instructions, or failure to maintain adequate backups of their own data.

Nothing in these Terms excludes or limits liability for death or personal injury caused by WebStudio365’s negligence, fraud, or fraudulent misrepresentation, or any other matter that cannot lawfully be excluded.

13. Data Protection

Where WebStudio365 processes personal data on behalf of the Client in the course of providing Services, each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where WebStudio365 acts as a data processor on behalf of the Client (e.g. hosting a website that collects end-user data), a separate Data Processing Agreement may be required. Please contact us to discuss.

WebStudio365’s own data practices are described in our Privacy Policy.

14. Force Majeure

WebStudio365 shall not be liable for any delay or failure to perform its obligations under this Agreement caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, strikes, civil unrest, government action, power failures, or internet outages.

In such circumstances, WebStudio365 will notify the Client as soon as reasonably practicable and will use reasonable endeavours to resume performance as quickly as possible.

15. Amendments to These Terms

WebStudio365 reserves the right to update these Terms at any time. The version in force at the time an Agreement is entered into shall govern that Agreement. Updated Terms will be published on this page with a revised “Last updated” date.

For any Agreement already in force, material changes to these Terms will be communicated to affected Clients in writing with not less than 30 days’ notice.

16. Entire Agreement & Severability

These Terms, together with the Quotation and any signed Project Brief or Statement of Work, constitute the entire agreement between the parties relating to the subject matter and supersede all prior discussions, representations, or agreements.

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

17. Governing Law & Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England & Wales.

Both parties irrevocably agree that the courts of England & Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

18. Contact Us

If you have any questions about these Terms and Conditions of Sale, please contact: