Plain English, deliberately
These are the terms I work to. They are written to be read rather than to be impenetrable. They are not a substitute for legal advice, and for a large contract you should take your own.
1. Who these terms are between
These terms apply between Joshua Kay, a UK sole trader trading as SMOALD (“I”, “me”), and you, the client. They apply to all web development, infrastructure and maintenance work unless we sign something different.
2. Quotes
I give you a fixed price and a timeline in writing before any work starts. That quote holds for 30 days. It covers exactly what it says it covers — if you ask for something outside it, I will quote for that separately before doing it, not afterwards.
3. Payment
- A 50% deposit is payable before work begins. Work starts when it clears.
- The balance is payable on completion, before the site goes live on your domain.
- Larger projects are split into phases, each with its own deposit and balance.
- Invoices are due within 14 days.
- I am not currently VAT registered, so no VAT is added. If that changes I will tell you before quoting.
Late payment: if an invoice is more than 30 days overdue I may pause work and, where applicable, exercise the statutory right to interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Third-party costs
Domains, hosting, email, paid software, stock photography and advertising are not included in my fees. They are charged at cost with no mark-up, and wherever possible registered in your name and paid on your own card — so you keep control of them and can take them elsewhere.
5. Revisions
Two rounds of revisions are included in every fixed-price package. A round means you send me your changes together; I make them; you review. Further rounds, or changes to something already signed off, are charged at my day rate, agreed with you before I start.
6. What I need from you
Projects stall for one reason more than any other: waiting for content. I need your text, images, logo and any access credentials in reasonable time. If I am waiting on you for more than 30 days, I may invoice for work completed to that point and reschedule the rest around my other commitments.
7. Ownership
On final payment, the copyright in the code and design I have created for you transfers to you. Until then it remains mine.
Two exceptions, both normal: any third-party components (open-source libraries, fonts, stock images) remain under their own licences, and I keep the right to reuse generic techniques, patterns and non-identifying code in my other work. I do not reuse your branding, your content or anything distinctive to your business.
8. Showing the work
I would like to show completed work in my portfolio and link to your live site. If you would rather I did not, say so at any point and I will remove it. I will never publish anything you have told me is confidential.
9. Timescales
Timelines in a quote are honest estimates, not guarantees. I will tell you promptly if something is going to slip and why. Delays caused by waiting on your content, decisions or third-party approvals move the end date accordingly.
10. Cancellation
You can cancel at any point in writing. The deposit covers work already done and is non-refundable, but if I have not yet done work to that value I will refund the difference. You receive everything completed up to that point.
If I cannot complete the work for any reason, I will refund everything you have paid for work not delivered and help you hand over to another developer.
11. After launch
Packages include 30 days of aftercare, covering anything that does not work as agreed. That is not the same as new features or content changes, which are quoted separately or covered by a care plan.
12. Liability
I will do the work with reasonable skill and care. My total liability for any claim is limited to the amount you have paid me for the work in question. I am not liable for indirect or consequential losses, such as lost profits or lost business.
Nothing here limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
13. Governing law
These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
14. Questions
Email joshua@smoald.com. If something here does not suit your situation, say so before we start rather than after.