Web Design Terms & Conditions
Web Design Terms & Conditions
Thank you for choosing to partner with Clueflow Ltd on your project – we’re delighted to be working with you and look forward to getting things underway.
Please read and follow this partnership agreement carefully. Our goal is to build a collaborative working relationship underpinned by trust, transparency, and mutual respect. This helps ensure you receive the best possible experience when working with us and supports us in delivering high-quality results, which are referred to in this agreement as the Deliverables.
This document forms a legally binding commercial agreement. Failure to comply with its terms may constitute a breach of this agreement and may entitle us to suspend services or terminate the partnership.
Both parties agree to cooperate throughout the Project and Services and comply with all relevant legal and regulatory obligations, including those relating to the handling, storage, and processing of data. Resource allocation and project scheduling are essential parts of our collaboration, and provisions relating to these are outlined below.
Your Area of Expertise
We enjoy working with a diverse range of businesses, brands, and organisations across many industries and sectors. Over the years we have developed extensive experience delivering digital projects for companies of all shapes and sizes.
However, while we bring expertise in digital strategy, design, development, and marketing, you remain the expert in your own business and industry. You understand your customers, products, services, and market environment in a way that we cannot replicate.
For this reason, throughout our partnership we will rely on your input and expertise to ensure the Deliverables we produce align with your business objectives and industry requirements.
You agree to:
Provide us with materials, information, and access to relevant online systems, platforms, or software where necessary to allow us to complete the Deliverables outlined in the Proposal.
Provide timely approvals, feedback, or requested information in accordance with any agreed project schedule.
During the project you may also be required to agree to the terms of third-party services or licences, such as:
CMS platforms (for example WordPress)
Plugins or extensions
Stock photography or video assets
Hosting or server infrastructure
APIs and third-party integrations
You must comply with the licence terms associated with these services. If these terms are not complied with, we may need to suspend work on the Project or Services until the issue is resolved. Failure to comply may also constitute a breach of this agreement.
Our Area of Expertise
Clueflow Ltd is a digital agency specialising in website design, branding, SEO, PPC advertising, and creative digital services.
While we bring professional expertise in these areas, we are not legal advisers and cannot guarantee that Deliverables will comply with all applicable laws, regulations, or industry standards. For matters relating to legal compliance – such as accessibility, advertising regulations, data protection, or sector-specific rules – we recommend seeking independent legal or specialist advice.
If Deliverables require modification to comply with applicable laws or regulatory requirements, any associated costs for implementing those changes will be the responsibility of the client.
Employing Each Other’s Staff
Neither party will, without the prior written agreement of the other, deliberately attempt to recruit or employ any employee or consultant who has worked on the delivery of the Services during the course of this agreement.
However, if within 12 months of their involvement in your project you choose to directly employ a member of the Clueflow team or one of our consultants, a recruitment fee equivalent to 25% of their annual salary will be payable. This fee reflects the costs associated with recruiting and onboarding replacement talent.
This fee will be invoiced when the individual submits their notice, and payment will be due within 30 days.
Website Design & Development Collaboration
To ensure the project runs smoothly and efficiently, you agree to:
Work collaboratively with us in good faith to develop and agree a Design Brief. This document helps establish the creative direction for the project and serves as a reference point for our design team throughout the development process.
Provide Client Materials according to the agreed project schedule at your own expense. Images should be supplied in standard formats such as JPEG or PNG, and written content should be provided in an editable digital format such as Google Docs or Word documents. Your Project Manager will advise further during the project kick-off stage.
Review, check, provide feedback on, and approve the Design Deliverables in line with the agreed project schedule so that we can progress the project efficiently.
Test and review the website via the staging server link we provide against the agreed Scope of Work within 14 days of submission. This period is referred to as the testing window.
You will accept the website during the testing window unless you provide written notice detailing any failure to conform to the agreed specification in one or more material respects (a failure notice).
If you provide a failure notice during the testing window, you may:
request that we remedy the identified defects, or
accept the website subject to a mutually agreed reduction in our Fees.
We will treat the website as accepted when the first of the following occurs:
you confirm that the website conforms to the Scope of Work, or
you download or deploy the website to your own server or systems, or
the testing window ends without a failure notice being submitted, or
the website is used in a public or commercial context.
Our Website Service Commitments
When delivering website services we will:
Follow industry best practices to ensure your website performs effectively and maintains appropriate site and page speeds. However, specific performance metrics cannot be guaranteed unless explicitly stated in the Proposal.
Develop websites compatible with major web browsers including Chrome, Firefox, Safari, and Edge, including the current version and two prior versions where reasonably possible. We will also test across major mobile operating systems including Apple iOS and Android.
Ensure the website performs substantially in accordance with the agreed Scope of Work for at least 60 days after acceptance. If it does not, we will take reasonable steps to correct any issues at our own cost, except where the failure arises from circumstances beyond our control or from third-party services or modifications.
How We Work Together
We (Clueflow Ltd) will:
Provide the Services outlined in the proposal in a professional, collaborative, and commercially reasonable manner.
Work towards achieving the Deliverables and any agreed KPIs where applicable.
Make reasonable efforts to meet performance dates specified in the proposal.
Respond promptly to reasonable requests for updates or information about the project.
Provide a project schedule outlining milestones and key delivery dates.
Produce the first proof or concept of the Design Deliverables based on the agreed Design Brief.
Provide this proof for feedback and approval via platforms such as Figma, Adobe XD, or other relevant tools.
Where required, produce additional iterations of the Deliverables in accordance with the proposal or any mutually agreed scope changes.
Allocate appropriate internal resources to deliver the Services alongside our other ongoing projects.
We may subcontract or delegate parts of the Services to trusted third-party collaborators where appropriate. Clueflow Ltd works with a network of vetted designers, developers, and digital specialists who may assist in delivering aspects of the project.
Throughout the project lifecycle, you will have a dedicated point of contact within our project management team.
We may also request permission to include “Designed by Clueflow” or similar attribution on the website footer where appropriate. The style and placement of this attribution will be agreed with you.
Your Responsibilities
You (the Client) will:
Cooperate with us and fulfil your responsibilities to allow us to deliver the Services.
Read and comply with the terms of this agreement and the Partnership Agreement.
Provide complete and accurate information, materials, and access required for the project, including:
written content
images
branding assets
access to hosting platforms
access to third-party systems or analytics tools
Meet agreed milestones and deadlines in the project schedule.
Failure to meet agreed milestones may delay the project timeline and could incur additional costs.
You must also:
Review and provide detailed feedback on designs, concepts, and Deliverables in accordance with the project schedule.
Ensure all content and materials supplied to us are accurate and free from errors.
Obtain any licences or permissions required for images, text, trademarks, or other Client Materials used in the project.
We may showcase completed work in our portfolio, marketing materials, case studies, or proposals, including the use of your logo and screenshots of completed work.
Client Materials refers to all content, documents, assets, intellectual property, or other materials you supply to us during the project.
Unless stated otherwise in the proposal, you are responsible for providing all required content and images for the project.
Project Management
To ensure smooth project delivery, we will require access to certain systems, information, and personnel within your organisation.
As the project progresses, we will require:
feedback on design and development work
approvals at agreed milestones
additional information where necessary
These responses must be provided within the timescales defined in the project schedule.
Prompt responses allow us to allocate resources efficiently and maintain project timelines.
If responses are delayed, we will attempt to accommodate the changes where possible, but we cannot guarantee that the original schedule will still be achievable.
Changes to Services
If you wish to change the scope of the Services, you must notify us as soon as possible.
We will then prepare a revised proposal outlining any changes to:
scope of work
project schedule
fees.
Once received, the revised proposal should be reviewed and confirmed within 7 days so that project delivery can continue.
If additional services are requested outside the agreed scope, these may be billed on a time and materials basis at our current rate of:
£75 + VAT per hour
We will always attempt to accommodate scope changes where possible, but some changes may not be feasible once project delivery has begun.
Project Delays
We will produce a project schedule which you must review and approve.
If project milestones are missed due to delayed client feedback or missing materials:
The first rescheduling may be completed without charge.
If a second milestone is missed, a rescheduling fee may apply to cover the cost of reorganising resources and updating the project schedule.
Our agency operates using structured production schedules. When time is reserved for your project, those resources are allocated specifically to your work.
Where delays occur due to missing feedback or content, our team may be unable to reassign that time to other projects at short notice.
The rescheduling fee is £1,000 + VAT.
If repeated delays occur or we believe cooperation has broken down, we may terminate the agreement.
Payment Terms
Our Fees and payment structure are outlined in the project proposal.
We will issue VAT invoices in accordance with the agreed payment schedule.
Initial payments or deposits are non-refundable.
If payment is overdue:
Interest may be charged at 8% per annum above the Bank of England base rate.
We may suspend Services until payment is received in full.
You will also be responsible for reasonable costs associated with recovering overdue payments, including legal or collection fees.
Intellectual Property
During the project we may use both existing intellectual property and create new intellectual property.
Background IP refers to intellectual property owned by Clueflow Ltd prior to the project.
Foreground IP refers to intellectual property created as part of the Deliverables.
Once all project fees have been paid:
ownership of Deliverables will transfer to you
Clueflow retains ownership of background intellectual property used in the Deliverables.
You grant Clueflow Ltd permission to use completed Deliverables for portfolio and promotional purposes.
Limitation of Liability
Where permitted by law, our total liability will be limited to the value of fees paid to us within the preceding 12 months.
We are not liable for indirect losses such as lost profits, lost revenue, or loss of data.
Dispute Resolution
If any dispute arises, both parties agree to attempt to resolve the matter through negotiation.
If resolution cannot be reached, the agreement will be governed by the laws of England and Wales, and disputes will fall under the jurisdiction of the English courts.
Termination
Either party may terminate the agreement with 30 days written notice if the other party is in serious breach of its obligations.
Immediate termination may occur if either party becomes insolvent.
Upon termination:
Services will cease immediately.
Outstanding invoices become payable.
Client materials will be returned where appropriate.
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