1Definitions

• "Client", "you", "your" — the business or person who engages us to provide Services.
• "Services" — the work described in the relevant Proposal, quote, statement of work or written brief.
• "Deliverables" — the websites, applications, designs, code, documents and other materials we produce for you under an engagement.
• "Proposal" — the quote, statement of work, estimate or written scope we issue and you accept.
• "Fees" — the charges for the Services as set out in the Proposal or our invoices.
• "Contract" — the agreement between us, made up of the accepted Proposal and these Terms.

2Formation of the Contract

A Contract is formed when you accept a Proposal in writing (including by email), pay a deposit or invoice, or instruct us to begin work. By doing any of these you confirm that you have read and agree to these Terms. Where there is any conflict between a signed Proposal and these Terms, the signed Proposal prevails on the specific point it addresses.

3Services and Scope

We will provide the Services with reasonable skill and care, and substantially in line with the Proposal. The Proposal defines the scope of the engagement. Anything not expressly included in the Proposal is out of scope and may be subject to additional Fees under clause 7.

4Your Responsibilities

To allow us to deliver on time, you agree to:

• provide content, branding, access, credentials and information promptly and in a usable form;
• give feedback, approvals and sign-off within the timeframes we reasonably request;
• nominate a single point of contact authorised to approve work and incur costs on your behalf; and
• ensure that any materials you supply to us do not infringe any third party's rights and are lawful to use.

We are not responsible for delays or additional costs caused by your failure to meet these responsibilities.

5Timelines

Any dates or durations we give are estimates made in good faith and are not guaranteed unless expressly agreed as fixed in writing. Timelines depend on your timely cooperation under clause 4, and will be extended by any period of delay caused by you or by circumstances outside our reasonable control.

6Fees and Payment

6.1 Fees are as set out in the Proposal or our invoices and are exclusive of VAT where applicable.

6.2 Unless the Proposal states otherwise, we may require a deposit before work begins, and the deposit is non-refundable once work has started.

6.3 We may invoice on completion, in stages, or at agreed milestones. Recurring Services (such as hosting, maintenance and support) are invoiced in advance on a recurring basis.

6.4 Invoices are payable within 14 days of the invoice date, by bank transfer to the account shown on the invoice, unless a different period is agreed in writing.

6.5 All Fees are payable in full without set-off or deduction.

7Changes and Additional Work

If you ask for work beyond the agreed scope, or your requirements change, we will tell you the effect on the Fees and timeline before proceeding. Additional work is chargeable at our then-current rates and is treated as a variation to the Contract. We are not obliged to carry out out-of-scope work until it has been agreed in writing.

8Late Payment and Suspension

8.1 If any invoice is not paid by its due date, we may:

• charge statutory interest and fixed compensation on the overdue amount under the Late Payment of Commercial Debts (Interest) Act 1998; and
• suspend the Services and withhold Deliverables in accordance with our Service Suspension & Termination Policy, after giving you notice.

8.2 During any suspension, recurring Fees continue to accrue, and your payment obligations are unaffected. We will restore suspended Services promptly once all outstanding sums (including interest, compensation and any reasonable reactivation fee) have been paid in cleared funds.

8.3 Suspension and termination are governed in more detail by our Service Suspension & Termination Policy, which forms part of these Terms.

9Intellectual Property

9.1 Transfer on payment. Intellectual property rights in the Deliverables created specifically for you transfer to you only once we have received payment in full for the work in question. Until then, all rights in the Deliverables remain with us, and you have no licence to use unpaid Deliverables.

9.2 Our pre-existing materials. We retain ownership of any tools, frameworks, libraries, code, methods and know-how that pre-exist the engagement or that we develop generally. Where these are embedded in your Deliverables, we grant you a non-exclusive, non-transferable licence to use them as part of the Deliverables, conditional on full payment.

9.3 Third-party materials. Some Deliverables may rely on third-party software, fonts, plugins, services or assets, which remain subject to their own licences. You are responsible for any ongoing licence or subscription costs for these.

9.4 Portfolio. Unless agreed otherwise in writing, we may identify you as a client and showcase the Deliverables in our portfolio and marketing.

10Hosting and Third-Party Services

Where we arrange hosting, domains, email or other third-party services on your behalf, these are provided subject to the relevant provider's terms and to payment of the associated recurring Fees. If those Fees are not paid, the related Services may be suspended or cease. You are responsible for the ongoing cost of any third-party services required to keep your Deliverables operating.

11Warranties and Disclaimers

11.1 We warrant that the Services will be performed with reasonable skill and care.

11.2 We do not warrant that the Deliverables will be uninterrupted or error-free, or that they will achieve any particular commercial result, search ranking, traffic level or performance outcome.

11.3 Except as expressly set out in these Terms, all other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13Confidentiality

Each party will keep confidential any non-public information disclosed by the other in connection with the Contract, and will use it only for the purpose of performing the Contract. This does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law.

14Data Protection

Each party will comply with applicable UK data protection law. Where we process personal data on your behalf in providing the Services, we will do so only on your documented instructions and will apply appropriate security measures. The parties will enter into a separate data processing agreement where one is required. See our Privacy Policy for how we handle personal data.

15Termination

15.1 Either party may terminate the Contract by giving written notice if the other commits a material breach that is not remedied within 14 days of being asked to remedy it in writing, or becomes insolvent.

15.2 We may terminate or suspend under our Service Suspension & Termination Policy, including for non-payment.

15.3 Either party may terminate an ongoing or recurring engagement by giving 30 days' written notice, without affecting any work or fees already committed.

16Effect of Termination

On termination:

• you must pay for all Services performed and costs committed up to the date of termination, including work completed but not yet invoiced;
• any licence to use Deliverables ends until all outstanding sums are paid in full;
• on request and once all sums are settled, we will provide a reasonable handover of Deliverables and data; and
• clauses that by their nature should survive termination (including payment, intellectual property, confidentiality, and limitation of liability) continue in force.

17Force Majeure

Neither party is liable for any delay or failure to perform caused by events outside its reasonable control. The affected party will notify the other and resume performance as soon as reasonably possible.

18General

18.1 Independent contractor. We provide the Services as an independent contractor. Nothing in the Contract creates a partnership, joint venture or employment relationship.

18.2 Assignment. You may not assign or transfer the Contract without our written consent. We may assign or subcontract our obligations, remaining responsible for any subcontracted work.

18.3 Entire agreement. The Contract is the entire agreement between the parties on its subject matter and supersedes any prior discussions or representations.

18.4 Variation. Any variation to these Terms must be agreed in writing. We may update these Terms for future engagements by publishing a revised version; the version in force when your Contract is formed applies to that engagement.

18.5 Notices. Notices must be in writing and sent to the email or postal address last notified by the other party.

18.6 Third parties. No one other than the parties has any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

19Governing Law and Jurisdiction

These Terms and the Contract are governed by the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Contact

Hillmorton Design and Development Ltd
Company No. 16957863 · ICO Registration: ZC114366
71-75 Shelton Street, Covent Garden, London, WC2H 9JQ
hello@hillmortondnd.co.uk · hillmortondnd.co.uk