Terms of Service

Effective Date: 1st June 2025

These Website Design, Development and Marketing Terms (“Terms” or “Agreement”) apply to all services provided by Coding Creed Ltd, trading as British Website Design (“British Website Design”, “Coding Creed”, “we”, “us” or “our”).

Coding Creed Ltd is registered in England and Wales under company number 09845148. Its registered office is at 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

These Terms apply to any business, company, partnership, organisation, sole trader or other person purchasing services from us (“Customer”, “Client”, “you” or “your”).

By paying an invoice, deposit, retainer, subscription or other payment request issued by British Website Design or Coding Creed Ltd, you confirm that you have received, read and accepted these Terms and agree to be legally bound by them.

1. Acceptance of These Terms

These Terms apply to all website design, website development, digital marketing, hosting, maintenance, support and related services provided by British Website Design.

By making any payment to British Website Design or Coding Creed Ltd in connection with our services, including payment of an invoice, deposit, retainer, subscription or payment request, you confirm that:

• You have received or been given access to these Terms;
• You have read and understood these Terms;
• You agree to be legally bound by these Terms; and
• You have authority to enter into this Agreement on behalf of the Customer.

The person making the payment confirms that they are authorised to accept these Terms on behalf of the Customer.

These Terms apply from the date on which the Customer first makes payment, unless an earlier commencement date is stated in a proposal, quotation, order form, statement of work, invoice or other written agreement.

Continuing to request, instruct, receive or use our services after being provided with these Terms will also constitute acceptance of this Agreement.

These Terms are intended for business customers only. By accepting these Terms, you confirm that you are purchasing the services wholly or mainly for business purposes and not as a consumer.

2. Contract Documents

The specific services, fees, billing arrangements, deliverables and timescales may be described in one or more of the following:

• A proposal;
• A quotation;
• An online or offline order form;
• An online payment form, checkout page or payment link;
• A statement of work;
• A project tracker;
• An email confirmation;
• An invoice; or
• Another written document agreed between the parties.

These documents, together with these Terms, form the entire Agreement between British Website Design and the Customer.

If there is any conflict between the documents forming the Agreement, the following order of priority will apply:

1. A written variation expressly approved by both parties;
2. The applicable statement of work, order form or proposal;
3. The applicable quotation or invoice;
4. These Terms; and
5. Any other project correspondence.

3. Services

3.1 Scope of Services

British Website Design may provide website design, website development, digital marketing and related services, including but not limited to:

• Website and UI/UX design;
• Front-end and back-end website development;
• Application design and development;
• Website enhancements and maintenance;
• Website hosting and technical management;
• Conversion optimisation;
• User analysis and website optimisation;
• Search engine optimisation;
• Digital marketing strategy and execution;
• Paid advertising campaign management;
• Content creation and management;
• Design systems and branding;
• Visual and marketing assets;
• Advisory services;
• Technical support; and
• Other related services agreed in writing.

Only services expressly included in the applicable proposal, quotation, order form, statement of work, invoice or other written confirmation are included in the agreed price.

3.2 Excluded Services

Unless expressly included in writing, our services do not include:

• Third-party software or licence fees;
• Domain registration or renewal fees;
• Hosting charges;
• Stock images, fonts or premium assets;
• Paid advertising expenditure;
• Printing or production costs;
• Legal, regulatory or compliance advice;
• Formal accessibility audits;
• Preparation of legal policies or notices;
• Specialist cybersecurity testing;
• Data migration beyond the agreed scope; or
• Work required because of changes made by the Customer or a third party.

4. Retainer and Ongoing Services

Where the Customer purchases services on a retainer, subscription or recurring basis, the retainer reserves access to British Website Design’s resources, expertise and availability during the applicable billing period.

Unless expressly agreed otherwise, a retainer is capacity-based and does not guarantee:

• A specific number of working hours;
• A specific volume of work;
• A specific number of deliverables; or
• Completion of every request submitted during a billing period.

Work will be prioritised reasonably according to:

• The Customer’s instructions;
• The urgency and complexity of each request;
• Existing commitments;
• Dependencies on the Customer or third parties; and
• British Website Design’s available capacity.

Unused time, requests, capacity or allowances do not carry forward into a subsequent billing period unless agreed in writing.

Work requested in excess of the agreed retainer scope or available capacity may:

• Be deferred to a later billing period;
• Be treated as an additional service;
• Require an increased retainer; or
• Be quoted and invoiced separately.

A retainer does not require British Website Design to provide services outside normal working hours unless expressly agreed in writing.

5. Project Services

Where services are purchased for a particular project, the project scope will be described in the applicable proposal, quotation, order form or statement of work.

Any delivery dates, project plans or completion estimates are provided in good faith but are not guaranteed unless expressly stated in writing to be fixed and binding.

Delivery dates may be extended or affected by:

• Changes to the project scope;
• Delayed feedback or approval;
• Late provision of content, information or access;
• Third-party services or suppliers;
• Technical issues outside our reasonable control; or
• Other dependencies on the Customer.

6. Fees and Payment

6.1 Fees

The Customer must pay the fees specified in the applicable proposal, quotation, order form, statement of work, invoice or payment request.

6.2 Deposits and Advance Payments

British Website Design may require a deposit, advance payment or first recurring payment before:

• Reserving capacity;
• Commencing work;
• Purchasing third-party services;
• Granting access to services; or
• Scheduling a project.

Unless otherwise agreed in writing, deposits and advance payments are non-refundable once work, planning, onboarding, research, scheduling or capacity allocation has commenced.

6.3 Recurring Payments

Where services are provided on a recurring basis:

• The recurring fee will be invoiced or collected at the intervals stated in the applicable proposal, order form or invoice;
• Payment remains due throughout any applicable notice period;
• The Customer is responsible for maintaining a valid payment method where automatic payments are used; and
• Recurring fees will continue until the Agreement is terminated in accordance with these Terms.

6.4 Additional Services

Services outside the agreed scope may be charged separately.

Additional services may be approved through:

• Email;
• A shared project tracker;
• An agreed project management platform;
• An accepted quotation;
• Payment of an additional invoice; or
• Another written confirmation.

6.5 Payment Due Date

Invoices must be paid by the due date stated on the invoice.

If an invoice does not specify a payment date, it must be paid within seven days of the invoice date.

6.6 No Set-Off

The Customer must pay all amounts due in full without withholding, deduction, counterclaim or set-off, except where required by law.

6.7 Disputed Invoices

The Customer must notify British Website Design in writing of any genuine invoice dispute within seven days of the invoice date and must explain the basis of the dispute.

The undisputed portion of the invoice must still be paid by the applicable due date.

6.8 Late Payment

Where the Customer is acting in the course of business, overdue amounts may accrue statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Interest may be charged at 8% per annum above the applicable Bank of England base rate.

British Website Design may also claim statutory compensation and reasonable debt recovery costs where permitted by law.

6.9 Suspension for Non-Payment

British Website Design may suspend any or all services, hosting, development work, support or access where:

• An invoice is overdue;
• A payment fails or is reversed;
• The Customer exceeds an agreed credit limit;
• The Customer materially breaches the Agreement; or
• Continuing the services may create a legal, technical, security or reputational risk.

Suspension does not remove the Customer’s obligation to pay fees already due or recurring fees falling due during the suspension.

6.10 VAT

All stated fees are exclusive of VAT unless expressly stated otherwise.

VAT will be added at the prevailing rate where applicable.

7. Expenses and Third-Party Costs

Reasonable expenses and third-party costs required to provide the services may be charged separately where they have been approved by the Customer.

British Website Design may require payment of third-party costs in advance.

The Customer is responsible for ongoing third-party charges associated with its website, applications or marketing activities, including:

• Domain registration and renewal fees;
• Website hosting fees;
• Software subscriptions;
• Plugin and theme licences;
• Advertising spend;
• Payment processing fees;
• Email services;
• Stock images, videos, fonts and other assets; and
• External platform charges.

British Website Design is not responsible for changes made by third-party suppliers to their prices, services, terms, systems, functionality or availability.

8. Workflow and Communication

Service requests may be submitted through:

• Email;
• An agreed project tracker;
• An agreed project management platform; or
• Another agreed communication channel.

The Customer must provide timely:

• Instructions;
• Content;
• Access credentials;
• Feedback;
• Decisions;
• Information; and
• Approvals.

British Website Design may rely on instructions and approvals provided by the Customer’s employees, officers, contractors or nominated representatives.

The Customer should appoint a primary decision-maker with authority to approve work and provide binding instructions.

Delays caused by the Customer may:

• Extend delivery times;
• Affect scheduled capacity;
• Result in additional fees;
• Require work to be rescheduled; or
• Prevent completion of the services.

9. Changes and Out-of-Scope Work

A request will be considered out of scope where it is not reasonably included within the services described in the applicable proposal, quotation, order form, statement of work or invoice.

Out-of-scope work may include:

• Additional pages or features;
• Additional design concepts;
• Substantial revisions following approval;
• Changes to previously completed work;
• Work caused by third-party changes;
• Urgent or out-of-hours work;
• Additional integrations;
• Additional content entry;
• Redesigns;
• Data migration; or
• Work resulting from incomplete or inaccurate information supplied by the Customer.

Out-of-scope work may be:

• Quoted separately;
• Charged at British Website Design’s prevailing rates;
• Added to a later retainer period; or
• Declined.

British Website Design is not required to begin additional work until its scope, price and effect on the timetable have been approved.

10. Customer Responsibilities

The Customer must:

• Provide accurate, complete and timely information;
• Provide all required content and materials;
• Provide necessary system and account access;
• Review work and provide feedback promptly;
• Obtain all necessary rights, licences and permissions;
• Ensure supplied materials do not infringe third-party rights;
• Maintain secure copies of important data and content;
• Comply with applicable laws, regulations and platform rules; and
• Pay all fees when due.

The Customer is responsible for the accuracy and legality of:

• Website content;
• Marketing claims and statements;
• Prices;
• Product and service descriptions;
• Promotions;
• Customer data;
• Privacy information;
• Cookies and tracking technologies; and
• Materials supplied for publication.

Unless expressly engaged to do so, British Website Design is not responsible for determining whether the Customer’s website, content, business or marketing complies with legal, regulatory or industry-specific requirements.

11. Intellectual Property

11.1 Customer Materials

The Customer retains ownership of intellectual property it supplies to British Website Design.

The Customer grants British Website Design a non-exclusive, royalty-free licence to use, reproduce, modify, process and publish those materials as reasonably necessary to provide the services.

11.2 Ownership of Final Deliverables

Subject to full payment of all fees due, the Customer will own the final bespoke deliverables specifically created for the Customer under the Agreement.

This ownership does not include:

• Pre-existing intellectual property;
• Third-party materials;
• Licensed software;
• Open-source components;
• Templates;
• Reusable code;
• Frameworks;
• Libraries;
• Tools;
• Systems;
• Processes;
• Methods; or
• Other retained materials.

11.3 British Website Design’s Retained Intellectual Property

British Website Design retains all rights in its existing and reusable intellectual property, including:

• Software;
• Source code libraries;
• Development tools;
• Frameworks;
• Templates;
• Design systems;
• Components;
• Processes;
• Know-how;
• Concepts;
• Techniques;
• Methodologies; and
• Materials developed independently of the Customer’s project.

Where retained intellectual property is incorporated into a final deliverable, British Website Design grants the Customer a non-exclusive, perpetual licence to use it as part of that deliverable after full payment has been received.

The Customer may not extract, resell, sublicense or commercially exploit British Website Design’s retained intellectual property separately from the final deliverable without written permission.

11.4 Third-Party Materials

Third-party software, fonts, images, videos, plugins, themes, platforms and other materials remain subject to their respective licence terms.

The Customer is responsible for maintaining any third-party licences required after the services end.

11.5 Unpaid Work

Until all related fees have been paid in full:

• Ownership of deliverables remains with British Website Design;
• Any permission to use the deliverables is temporary and revocable; and
• British Website Design may withhold files, credentials, publication, transfer or access to the deliverables.

11.6 Portfolio Rights

Unless otherwise agreed in writing, British Website Design may:

• Identify the Customer as a client;
• Display non-confidential work in its portfolio;
• Link to the completed website;
• Describe the general nature of the services provided; and
• Use screenshots or excerpts in its website, social media, proposals and marketing materials.

12. Confidentiality

Each party agrees to keep confidential all non-public commercial, technical, operational and financial information received from the other party.

Confidential information may be disclosed:

• To employees, contractors and professional advisers who need the information to perform the Agreement;
• With the other party’s consent;
• Where the information is already lawfully public;
• Where the information was independently developed; or
• Where disclosure is required by law, regulation or court order.

Each party must take reasonable steps to protect the other party’s confidential information.

These confidentiality obligations continue after termination of the Agreement.

13. Data Protection

Each party must comply with applicable data protection law in relation to personal data processed under the Agreement.

Unless otherwise agreed, the Customer is responsible for determining the lawful basis for collecting and using personal data through its website, applications, forms, cookies and marketing activities.

Where British Website Design processes personal data on behalf of the Customer, the parties may enter into a separate data processing agreement where required.

The Customer must not provide British Website Design with special-category, highly sensitive or high-risk personal data unless this has been agreed in advance and appropriate safeguards have been established.

14. Warranties and Disclaimers

British Website Design warrants that the services will be provided with reasonable skill and care.

British Website Design does not guarantee:

• A particular level of revenue or profit;
• Search engine rankings;
• Advertising performance;
• Website traffic;
• Leads or sales;
• Conversion rates;
• Approval by third-party platforms;
• Uninterrupted availability;
• Compatibility with every device or browser;
• Freedom from every defect or security vulnerability; or
• Any other specific business or commercial outcome.

Search engines, advertising networks, social media platforms, hosting providers, software suppliers and other third parties may change their systems, policies, prices, algorithms or functionality without notice.

British Website Design is not responsible for the acts, omissions, performance, availability or decisions of those third parties.

Unless maintenance or support is included, British Website Design is not responsible for issues arising after delivery because of:

• Customer modifications;
• Third-party modifications;
• Outdated or unsupported software;
• Compromised credentials;
• Failure to install updates;
• Changes to external services; or
• Use of the deliverables contrary to our instructions.

15. Limitation of Liability

Nothing in this Agreement excludes or limits liability where it would be unlawful to do so, including liability for:

• Death or personal injury caused by negligence;
• Fraud;
• Fraudulent misrepresentation; or
• Any other liability that cannot legally be excluded or limited.

Subject to the above, British Website Design will not be liable for:

• Loss of profit;
• Loss of revenue;
• Loss of anticipated savings;
• Loss of business;
• Loss of opportunity;
• Loss of goodwill;
• Loss or corruption of data;
• Indirect loss;
• Consequential loss; or
• Special loss.

Subject to the exclusions above, British Website Design’s total aggregate liability arising from or connected with this Agreement will not exceed:

• For recurring services, the total fees paid by the Customer during the three months immediately preceding the event giving rise to the claim; or
• For a one-off project, the total fees paid for the specific project giving rise to the claim.

The Customer is responsible for maintaining suitable backups, security controls, insurance and business continuity arrangements.

British Website Design will not be liable for delay, loss or additional cost caused by the Customer’s failure to comply with its responsibilities under this Agreement.

16. Indemnity

The Customer agrees to indemnify British Website Design against third-party claims, losses, liabilities, damages and reasonable costs arising from:

• Materials supplied by the Customer;
• Infringement of third-party intellectual property rights by Customer materials;
• Unlawful, misleading or inaccurate Customer content;
• The Customer’s products, services or business activities;
• The Customer’s breach of data protection law; or
• The Customer’s material breach of this Agreement.

This indemnity will not apply to the extent that a claim was directly caused by British Website Design’s negligence or breach of this Agreement.

17. Term and Termination

17.1 Commencement

The Agreement begins when the Customer accepts these Terms and continues until:

• The services have been completed;
• The Agreement expires;
• The Agreement is terminated in accordance with these Terms; or
• Another agreed end date is reached.

17.2 Recurring Services

Unless a different minimum term or notice period is stated in the applicable proposal, order form or invoice, recurring services continue on a rolling basis.

Either party may terminate recurring services by giving at least 30 days’ written notice.

Recurring fees remain payable throughout the notice period.

17.3 One-Off Projects

A one-off project continues until the agreed services are completed or the Agreement is otherwise terminated.

The Customer may request cancellation of a project but remains responsible for:

• Work already completed;
• Time and capacity already reserved;
• Commitments already made;
• Non-cancellable third-party costs; and
• Any other fees that have become due.

17.4 Immediate Termination

Either party may terminate the Agreement immediately by written notice where the other party:

• Commits a material breach and fails to remedy that breach within 14 days of written notice, where the breach can be remedied;
• Becomes insolvent;
• Enters liquidation or administration;
• Ceases or threatens to cease trading; or
• Engages in unlawful, abusive or seriously damaging conduct connected with the services.

British Website Design may also terminate or suspend the Agreement immediately where:

• Payment remains overdue;
• The Customer repeatedly fails to cooperate;
• The Customer requests unlawful or unethical work;
• The Customer misuses the services;
• There is a serious breakdown in the working relationship; or
• Continuing the services presents a security, legal or reputational risk.

17.5 Effect of Termination

On termination:

• All outstanding fees become immediately payable;
• Fees for work completed or capacity reserved remain payable;
• Approved third-party costs remain payable;
• No refund will be due for a partially used billing period unless agreed in writing;
• British Website Design may stop work and withdraw access to unpaid services;
• Each party must return or securely dispose of confidential information where reasonably requested; and
• Provisions intended to survive termination will remain in force.

Where reasonably practicable and all fees have been paid, British Website Design will make the agreed final deliverables available to the Customer.

Migration, handover, training, file preparation or support requested after termination may be charged separately.

18. Non-Exclusivity

This Agreement is non-exclusive.

British Website Design may provide similar services to other customers, including businesses operating within the same or similar industries.

British Website Design will continue to comply with its confidentiality obligations.

19. Independent Contractor

British Website Design acts as an independent contractor.

Nothing in this Agreement creates:

• An employment relationship;
• A partnership;
• A joint venture;
• A fiduciary relationship; or
• An agency relationship.

Neither party has authority to bind the other except where expressly agreed in writing.

20. Force Majeure

Neither party will be liable for a delay or failure to perform its obligations where caused by circumstances beyond its reasonable control.

Such circumstances may include:

• Internet or telecommunications failure;
• Hosting or platform outages;
• Cyber incidents;
• Utility failures;
• Industrial disputes;
• Natural disasters;
• Epidemics or pandemics;
• Acts of government;
• War;
• Civil unrest; or
• Failure of third-party suppliers.

Payment obligations relating to services already provided are not suspended by this section.

21. Assignment and Subcontracting

The Customer may not assign or transfer this Agreement without British Website Design’s prior written consent.

British Website Design may assign or transfer this Agreement as part of:

• A sale of its business;
• A corporate reorganisation;
• A transfer to an associated company; or
• A transfer of the relevant part of its business.

British Website Design may use employees, freelancers, subcontractors and specialist suppliers to provide all or part of the services.

British Website Design remains responsible for services performed by its subcontractors to the same extent as if it had performed those services itself.

22. Notices

Notices relating to this Agreement must be given in writing.

A notice may be delivered by:

• Email to the usual business email address used by the receiving party;
• Email to an address specified for contractual notices; or
• Post to the receiving party’s registered or principal business address.

A notice sent by email will be treated as received on the next business day, provided that the sender does not receive a delivery failure notification.

23. Changes to These Terms

British Website Design may update these Terms from time to time.

Updated Terms will apply to new purchases from the date on which they are published or supplied.

For existing recurring services, British Website Design will provide reasonable written notice of any material changes.

Continuing to use or pay for recurring services after the notified effective date will constitute acceptance of the updated Terms.

Changes will not retrospectively remove rights or obligations that arose before the updated Terms took effect.

24. Entire Agreement

This Agreement contains the entire agreement between the parties relating to the services and replaces previous discussions, negotiations, representations and understandings concerning those services.

Each party confirms that it has not relied on any statement or representation that is not expressly included in this Agreement.

Nothing in this section excludes or limits liability for fraud or fraudulent misrepresentation.

25. Waiver

A delay or failure by either party to enforce any right under this Agreement does not waive that right.

A waiver will only be effective where it is given in writing.

26. Severability

If any provision of this Agreement is found to be unlawful, invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it lawful and enforceable.

If modification is not possible, the affected provision will be removed and the remaining provisions will continue in full force and effect.

27. Third-Party Rights

Unless expressly stated otherwise, no person other than British Website Design and the Customer has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

28. Electronic Communications

The parties agree that contracts, approvals, instructions, notices and other communications may be entered into or provided electronically.

Electronic acceptance, payment, email approval and approval through an agreed project management system may be relied upon as evidence of agreement.

29. Governing Law and Jurisdiction

This Agreement and any dispute or claim arising from or connected with it will be governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction over any dispute or claim arising from or connected with this Agreement.

Payment Acceptance Statement

By paying an invoice, deposit, retainer, subscription or other payment request issued by British Website Design or Coding Creed Ltd, the Customer confirms that it has received, read and accepted these Terms and agrees to be legally bound by them.

British Website Design is a trading name of Coding Creed Ltd, registered in England and Wales under company number 09845148.