1. Definitions
 

• Company: [K2 Consultants], a business consultancy providing web design and development services, project management, commercial and contractual advice registered in [England and Wales/Scotland/Northern Ireland].

• Client: The individual or entity purchasing services from the Company.

• Services: All web design, development, consulting, maintenance, hosting, project management, commercial and contractual advice and related services.

• Deliverables: Any work product created for the Client, including code, designs, content, advice and documentation.

• Agreement: These Terms together with any proposal, Statement of Work (SOW), or contract.

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2. Scope of Services
 

• The Company will provide Services as described in a written proposal or SOW. Any work outside the agreed scope constitutes a Change Request and may incur additional fees and revised timelines. The Company will not commence out-of-scope work without Client approval.

 
3. Fees and Payment
 

• Fees, payment schedule, and currency will be specified in the Agreement.

• A non-refundable deposit (typically 30–50%) is required prior to commencement.

• Invoices are payable within 14 days unless otherwise agreed.

• The Company reserves the right to charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 for overdue invoices.

• The Company may suspend Services for non-payment on 7 days’ written notice.

• All fees are exclusive of VAT unless stated otherwise.
   

4. Client Responsibilities
 
The Client shall:

• Provide timely instructions, feedback, approvals, and all necessary materials.

• Ensure that all content supplied complies with applicable law and does not infringe third-party rights.

• Obtain all necessary licences, consents, and permissions for third-party materials.

• Maintain backups of their own data unless a managed backup service is expressly included.
   

5. Revisions and Change Control
 

• The Agreement may include a defined number of revision rounds.

• Additional revisions or changes will be charged at the Company’s prevailing rates.

• Delays in Client feedback may result in timeline extensions and additional costs.
   

6. Intellectual Property Rights

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• Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.

• Company IP: All Deliverables remain the property of the Company until full payment is received.

• Licence to Client: Upon full payment, the Company grants the Client a non-exclusive, worldwide, perpetual licence to use the Deliverables for their business purposes, unless otherwise agreed in writing.

• Third-Party Materials: Any third-party software, plugins, fonts, images, or APIs are subject to their own licence terms, which the Client agrees to comply with.

• Moral Rights: To the extent permitted by law, the Company asserts the right to be identified as author and may include a discreet credit unless otherwise agreed.

• Portfolio Use: The Company may display Deliverables in its portfolio and marketing materials.

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7. Confidentiality

 

• Each party shall keep confidential all non-public information obtained from the other and use it solely for the purposes of the Agreement, unless disclosure is required by law.

8. Data Protection (UK GDPR)

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• Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

• Where the Company processes personal data on behalf of the Client, the parties shall enter into a Data Processing Agreement (DPA) where required.

• The Client is responsible for ensuring that any website or application complies with legal requirements, including privacy notices, cookie consent mechanisms, and lawful bases for processing.

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9. Warranties and Disclaimers

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• The Company warrants that it will perform the Services with reasonable skill and care, in accordance with the Supply of Goods and Services Act 1982 (for B2B) and, where applicable, the Consumer Rights Act 2015 (for consumers).

• Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law.

• The Company does not warrant that Deliverables will be uninterrupted, error-free, or compatible with all systems.

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10. Limitation of Liability

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• Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

• Subject to the above, the Company’s total aggregate liability shall not exceed the total fees paid by the Client under the Agreement.

• The Company shall not be liable for indirect or consequential losses, including loss of profit, revenue, business, or data.

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11. Third-Party Services and Hosting

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• The Company may recommend or integrate third-party services (e.g. hosting providers, payment gateways, APIs).

• The Company is not responsible for the performance, security, or availability of third-party services.

• Where hosting is provided, separate hosting terms may apply.

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12. Maintenance and Support

 

• Ongoing maintenance, updates, and support are only provided where expressly agreed in a separate maintenance agreement or support plan.

13. Acceptance and Delivery

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• Deliverables will be deemed accepted if no material defects are reported within 10 working days of delivery.

• Minor defects that do not materially affect functionality shall not constitute grounds for rejection.

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14. Term and Termination

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• Either party may terminate the Agreement on written notice if the other commits a material breach and fails to remedy it within 14 days.

• The Client may terminate for convenience with 14 days’ notice, subject to payment for work completed and committed costs.

• Upon termination, all outstanding invoices become immediately due.

• Clauses relating to IP, confidentiality, liability, and governing law shall survive termination.

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15. Force Majeure

 

• Neither party shall be liable for delay or failure to perform due to events beyond reasonable control, including but not limited to acts of God, war, cyber incidents, or supplier failures.

16. Non-Solicitation

 

• The Client agrees not to solicit or employ the Company’s staff or contractors during the term and for 6 months thereafter without prior written consent.

17. Governing Law and Jurisdiction

 

• This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

18. Dispute Resolution

 

• The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved, the parties may consider mediation before commencing court proceedings.

19. Amendments

 

• The Company may update these Terms from time to time. Updated Terms will not apply retroactively to existing Agreements unless agreed in writing.

20. Entire Agreement

 

• The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.

21. Acceptance

 

• 
  By engaging the Company’s Services, the Client confirms acceptance of these Terms and Conditions.

 
The terms and conditions shall be governed by and interpreted in accordance with English Law.​