Client Terms of Business

Version: 1.0 · Last updated: [Date of publication]

These terms set out how we work together when you hire Tarquin & Gunn to design and build a website. We have kept them in plain English. Please read them alongside your Proposal, which describes your project, price and timings. If anything in your Proposal differs from these terms, the Proposal wins.

1. About us and these terms

1.1 “We”, “us” and “our” mean Rebecca Hooijer, trading as Tarquin & Gunn, a sole trader (autónomo) registered in Spain, NIF: Z4312667B, business address Carrer del Talp 9, 08818 Olivella, Barcelona, Spain. Contact: hello@tarquinandgunn.co.uk or +44 20 4577 1469.

1.2 “You” and “your” mean the business that accepts our Proposal.

1.3 Business customers only. Our services are for businesses, including sole traders, partnerships and companies, buying for business purposes. By accepting our Proposal, you confirm that you are acting for the purposes of your trade, business or profession. Consumer protection rights that apply only to consumers, such as the 14-day cancellation period for consumer contracts made at a distance, do not apply to this agreement.

2. Key words

  • Proposal: the written quote or proposal we send you, describing your package, the work included, the price and the expected timings.
  • Website: the website we design and build for you, as described in the Proposal.
  • Deliverables: everything we create specifically for you under the Proposal, such as designs, page layouts, website code and configuration, and written content we write for you.
  • Your Materials: anything you give us to use, such as text, photos, logos, brand guidelines, price lists and logins.
  • Launch: the point when the Website is published at your domain and available to the public.
  • Working day: Monday to Friday, excluding public holidays in England.

3. How our agreement starts

3.1 Our agreement starts when you accept the Proposal in writing (email is fine) and we receive your deposit. Until then, we have not reserved time for your project.

3.2 Our Proposal is valid for 30 days from the date we send it, unless it says otherwise.

3.3 This agreement is made up of the Proposal and these terms. It replaces anything discussed before, unless it is written into the Proposal.

3.4 Timings. The timings in your Proposal and on our website, such as when you will see a first preview and when your Website will go live, are estimates. They start once we have received your deposit and Your Materials (your content), and they depend on you giving feedback and approvals on time (see section 5).

4. What is included (scope)

4.1 We will deliver the Website and the Deliverables described in your Proposal, including the package you have chosen, the number of pages, the features included and the number of revision rounds.

4.2 Copywriting and logo design. Copywriting is included in every package. Logo design is included in our Bespoke package. With other packages it is available as a paid add-on, and is included only if your Proposal lists it, at the price shown there.

  1. Copywriting means we write the text for the pages in your package, based on a call or email brief with you and Your Materials, for your approval. You remain responsible for checking that the facts in it (such as prices, opening hours, qualifications and claims about your business) are accurate.

  2. Logo design means one logo design for your business, as a wordmark or symbol, if you do not already have one, supplied as files for web, social media and print. It does not include brand guidelines, stationery, trade mark searches or trade mark registration. Before you use the logo widely, you may wish to check that it does not conflict with anyone else’s mark.

If logo design is not included, you supply your logo as part of Your Materials.

4.3 Anything not listed in the Proposal is not included. Common examples are: extra pages, writing content beyond what is listed, professional photography, logo or brand design beyond section 4.2, online shop functions, booking systems, integrations with other software, paid plugins or themes, ongoing hosting management, search engine advertising, and ongoing updates after handover.

4.4 We are happy to quote for extra work at any time (see section 7).

5. What we need from you

5.1 To keep your project on track, you agree to:

  1. give us Your Materials, in a usable format, by the dates in the Proposal or as we reasonably request;

  2. give clear, consolidated feedback and approvals within 5 working days of our request;

  3. nominate one person who can make decisions and give approvals for your business;

  4. set up, or give us access to, the accounts we need (see section 9); and

  5. check that the content of your Website is accurate and lawful before it goes live.

5.2 Your Materials. You confirm that you own, or have permission to use, all of Your Materials, and that using them on your Website will not break any law or anyone else’s rights. You are responsible for the accuracy of your business information, prices, claims and offers.

5.3 Delays. If you are late providing Your Materials, feedback or access, our timings will move back accordingly, and we may need to reschedule your project around other work. If your project is paused for more than 60 days because we are waiting for you, we may treat it as cancelled by you (see section 14.3), after giving you at least 14 days’ written notice.

6. Design, revisions and approval

6.1 Your Proposal sets out the number of revision rounds included. If it does not say, you get two rounds of revisions on the design and one round of revisions on the built Website before Launch.

6.2 A revision round means one consolidated set of changes to the existing design or build. Changes that alter the agreed scope, structure or functionality, or that reverse something you have already approved, are treated as extra work under section 7.

6.3 When you approve a stage (for example, the design), we will build on that approval. Changes to an approved stage are extra work.

6.4 Before Launch, we will ask you to review the finished Website and confirm it is ready to go live. If you do not respond, or do not tell us about any problems, within 10 working days of our request, we may treat the Website as approved.

7. Changes and extra work

7.1 If you would like something that is not in the Proposal, we will tell you the cost and any effect on timings before we start. We will only go ahead once you agree in writing (email is fine).

7.2 Extra work is charged at our standard hourly rate at the time, or at a fixed price we quote in advance.

8. Price and payment

8.1 Price. The price for your project is set out in the Proposal. Our prices are exclusive of VAT. If we are registered for VAT, we will add VAT at the applicable rate.

8.2 Deposit. We will invoice 50% of the price when you accept the Proposal. We start work once the deposit is paid.

8.3 Balance. We will invoice the remaining 50% when the Website is approved and ready to go live. We will launch the Website once the balance has been paid.

8.4 If Launch is delayed by you. If the Website is ready to go live but Launch is delayed for more than 30 days for reasons within your control, we may invoice the balance and you will need to pay it within 14 days.

8.5 Payment terms. Invoices are due within 7 days of the invoice date unless the Proposal says otherwise. We accept payment by bank transfer or [Other accepted payment methods, if any].

8.6 Late payment. If you pay late, we may:

  1. pause work on your project until payment is made; and

  2. charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, at 8% a year above the Bank of England base rate.

8.7 Disputed invoices. If you think an invoice is wrong, please tell us within 7 days of receiving it, explaining why. You should pay any undisputed part on time.

8.8 Upgrade credit. If you buy our Brochure package and, within 3 months of your Website’s Launch, upgrade to a higher package, we will credit the amount you paid for Brochure against the price of the new package, so you pay only the difference. The credit applies only to an upgrade of the same Website, cannot be exchanged for cash, and cannot be transferred to anyone else.

9. Your accounts stay in your name

9.1 You own your accounts. Your domain name, hosting, website platform, email, payment provider (for example Stripe, PayPal or Square), business listings and any other third-party service used for your Website must be registered in your own name, with your own login details, and paid for by you directly.

9.2 We never hold your money. We do not take payments from your customers, hold client money, or pay third-party subscriptions on your behalf. Payments from your customers go directly to the payment accounts you control.

9.3 We never own your accounts. Wherever a service allows it, we will ask you to add us as a user with our own login, rather than sharing your password. You remain the account owner. If a service does not allow separate user access, we will agree with you how to share access securely, and you should change the password once our work is finished.

9.4 Help with setting up. If you do not yet have an account we need, we can guide you through setting it up in your name. We will not open accounts in our own name on your behalf.

9.5 Third-party services. Third-party services are provided under their own terms and prices, which may change. We are not responsible for their availability, performance, pricing, security or decisions (for example, suspending your account). You are responsible for keeping your accounts in good standing and renewing your domain and subscriptions on time.

10. Launch and handover

10.1 Once the balance is paid, we will launch the Website at your domain.

10.2 Within 10 working days of Launch, we will hand over:

  1. Files: a copy of the Website’s source files or a full export from the website platform, and the design files or assets we created for you, in standard formats;

  2. Logins: a list of all the accounts connected to your Website, confirming that each one is in your name, and details of any access we still hold; and

  3. Guide: a short, plain-English guide explaining how your Website is set up and how to make simple updates.

10.3 After handover, we will remove our own access to your accounts within 10 working days, unless you ask us to keep it (for example, for the maintenance plan under section 10.6).

10.4 After Launch. If you tell us within 30 days of Launch about any part of the Website that does not work as described in the Proposal, we will fix it free of charge. This does not cover problems caused by changes made by you or someone else, by third-party services, or by content you provide.

10.5 Ongoing support, updates and maintenance after this 30-day period are not included unless you choose the maintenance plan (see section 10.6).

10.6 Maintenance plan (optional). After Launch you can choose our monthly maintenance plan, for one flat fee of £30 a month. The plan is optional and separate from your Website package, and choosing it, or ending it, does not affect your ownership of the Website, the Deliverables or your accounts.

  1. What’s included. The plan includes: looking after your hosting and domain settings, in accounts that stay in your name; monitoring your Website so we know if it goes down, and fixing it; monthly backups; security and software updates; a reminder before your domain renews; and fixes if one of our updates breaks something. If your Proposal describes the plan differently, the Proposal applies. The plan is for keeping your Website running, secure and backed up, and for fixing problems with it; it does not include changes to your content. Your project includes the revision rounds set out in section 6; further changes, new pages and new features are quoted separately (see section 7).

  2. Payment. The plan is paid monthly in advance. We will give you at least 30 days’ notice by email before changing the plan’s price or contents.

  3. Cancelling. You can cancel at any time by emailing us. Your plan ends at the end of the month you have already paid for, and we do not refund part months. We can end a plan by giving you 30 days’ notice by email.

  4. Access. While your plan is active, we keep only the access to your accounts that we need to provide it. When it ends, we remove our access as described in section 10.3.

11. Who owns what (intellectual property)

11.1 Ownership transfers on final payment. Once you have paid all amounts due for your project in full, we transfer to you all intellectual property rights in the Deliverables. Until then, we keep those rights and give you permission to use the Deliverables only to review them during the project.

11.2 Our tools and know-how. We keep ownership of the tools, frameworks, templates, code libraries and methods that we use across our projects and did not create specifically for you (“Our Tools”). Where Our Tools form part of your Website, we give you a permanent, non-exclusive licence, free of charge, to use, copy and change them as part of your Website. This licence starts on full payment.

11.3 Third-party materials. Some parts of your Website may be supplied by others, such as fonts, stock images, icons, plugins or open-source software. These are licensed to you under their own terms, and you must follow those terms. We will tell you about any third-party material that needs a paid licence before we use it.

11.4 Your Materials remain yours. You give us permission to use them for the purpose of carrying out the project.

12. Showing your project in our portfolio

12.1 We will only show your Website or project in our portfolio, on our website, on social media or in our marketing if you give us permission in writing (email is fine).

12.2 We will not add a “website by Tarquin & Gunn” credit or link to your Website without your permission.

12.3 You can withdraw your permission at any time by telling us. We will remove your project from our portfolio and marketing within 14 days, although we cannot recall printed material already distributed.

13. Our responsibility to you (limitation of liability)

13.1 We will carry out our work with reasonable care and skill, and in line with good industry practice.

13.2 What we cannot promise. We do not promise any particular search engine ranking, number of visitors, enquiries, sales or other business results. We also cannot promise that your Website will be free from interruption or errors, or that it will work with every device, browser or third-party service, now or in future.

13.3 Nothing in these terms limits or excludes our liability for:

  1. death or personal injury caused by our negligence;

  2. fraud or fraudulent misrepresentation; or

  3. anything else that cannot be limited or excluded by law.

13.4 Losses we are not responsible for. Subject to section 13.3, we will not be liable for:

  1. loss of profits, sales, business or revenue;

  2. business interruption;

  3. loss of anticipated savings, business opportunity, goodwill or reputation;

  4. loss or corruption of data, where you could have prevented it by keeping your own backups; or

  5. any indirect or consequential loss.

13.5 Our maximum liability. Subject to section 13.3, our total liability to you for everything arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total price paid and payable for your project under the Proposal.

13.6 Backups and security after handover. After handover, you are responsible for keeping your Website, plugins and software updated, keeping backups, and keeping your account logins secure, unless we provide these under the maintenance plan (see section 10.6).

14. Cancellation and ending the agreement

14.1 You can cancel your project at any time by telling us in writing (email is fine).

14.2 What you pay if you cancel. If you cancel:

  1. we keep the deposit, which covers reserving time for your project and the work we have done to that point; and

  2. if the work we have completed by the time you cancel is worth more than the deposit, we may charge you a fair proportion of the remaining price to reflect that work, up to the full price.

14.3 If we treat your project as cancelled because it has been paused for more than 60 days while we wait for you (see section 5.3), section 14.2 applies as if you had cancelled.

14.4 We can end the agreement by giving you written notice if:

  1. you do not pay an invoice within 14 days of us sending you a written reminder;

  2. you seriously break these terms and, if it can be put right, do not put it right within 14 days of us asking you to; or

  3. you become insolvent, enter into an arrangement with your creditors, or stop trading.

14.5 You can end the agreement by giving us written notice if we seriously break these terms and, if it can be put right, do not put it right within 14 days of you asking us to. If you end the agreement for this reason, we will refund any amount you have paid for work we have not yet done.

14.6 What happens when the agreement ends. You must pay for work done up to the end date, in line with this section. Once you have paid everything due, we will hand over the Deliverables completed up to that date, and the transfer of rights in section 11 will apply to those Deliverables. We will also remove our access to your accounts.

15. Confidentiality

15.1 Each of us will keep confidential any non-public information about the other’s business that we receive during the project, and will use it only for the project. This does not apply to information that is already public, or that the law requires to be disclosed.

15.2 We will treat any logins and passwords you share with us securely, and use them only for your project.

16. Data protection

16.1 Each of us will comply with UK data protection law, including the UK GDPR and the Data Protection Act 2018, as amended. Our Privacy Policy explains how we handle the personal information of our clients and contacts.

16.2 When we act as your processor. While working on your Website, we may have access to personal information for which you are the controller, for example enquiries submitted through your website forms or customer details held in your website platform. For that information, we will:

  1. process it only on your documented instructions, and only to carry out the project;

  2. make sure anyone working on your project is bound by confidentiality;

  3. keep it secure using appropriate technical and organisational measures;

  4. only use other processors (sub-processors) to help us with your project with your general permission, under written terms that protect the information at least as well as this section. You give that permission for the providers we use to run our business, such as Google Workspace, and we will tell you about any change so that you can object;

  5. help you, where reasonable, to respond to requests from individuals exercising their rights and to meet your own data protection obligations, including on security, breach notification and data protection impact assessments;

  6. tell you without undue delay if we become aware of a personal data breach affecting your information;

  7. delete or return the information at the end of the project, at your choice, unless the law requires us to keep it; and

  8. give you the information you reasonably need to show that these obligations are met, and allow for and contribute to reasonable audits.

16.3 Your Website’s own privacy information. You are responsible for your Website’s privacy policy, cookie notices and other legal content, and for making sure your use of personal information is lawful. We can add the content you provide, but we do not give legal advice.

17. Events outside our control

Neither of us will be responsible for delays or failures caused by events outside our reasonable control, such as illness, power or internet failures, failures of third-party services, cyber attacks, or severe weather. If this happens, the affected party will tell the other as soon as possible and do what it reasonably can to limit the delay. If the delay lasts more than 60 days, either of us may end the agreement by written notice, and section 14.6 will apply.

18. General

18.1 Communications. Notices under this agreement can be sent by email to the addresses we each use for the project.

18.2 Changes to these terms. We may update these terms for future projects. Changes will not affect a project already underway unless we both agree in writing.

18.3 Transfer. You may not transfer your rights under this agreement without our written agreement. We may transfer our rights and obligations to another business, for example if our business is reorganised, as long as this does not reduce your rights.

18.4 Subcontractors. We may use trusted subcontractors to help with parts of your project. We remain responsible for their work.

18.5 No third-party rights. Only you and we have rights under this agreement. No one else can enforce it under the Contracts (Rights of Third Parties) Act 1999.

18.6 If part of these terms is invalid, the rest will still apply.

18.7 No waiver. If we do not enforce a right straight away, we can still enforce it later.

18.8 Relationship. Nothing in this agreement creates a partnership or employment relationship between us.

18.9 Disputes. If there is a problem, please tell us first. We will try to resolve it with you quickly and fairly.

18.10 Law and jurisdiction. This agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute.

Accepted for and on behalf of the client

Business name  
Name  
Position  
Signature  
Date  

Acceptance by email reply to our Proposal is also valid, as set out in section 3.1.