Terms & Conditions

Introduction

These Terms and Conditions ("Terms") govern the provision of web design, development, hosting, SEO, photography, and other digital services ("Services") by Coded Vision Design ("Company", "we", "our", or "us") to clients ("Client", "you", or "your").

By engaging our Services, approving a quotation, making payment, or instructing us to proceed, you agree to be bound by these Terms.

1. Definitions

• "Company" means Coded Vision Design.
• "Client" means the person or organisation purchasing services from the Company.
• "Services" means website design, development, hosting, SEO, photography, or other digital services provided by the Company.
• "Project" means the agreed scope of work outlined in the Project Proposal or Quotation.
• "Deliverables" means the final outputs agreed upon in the Project scope.

2. Agreement

By engaging the Company to provide Services, the Client agrees to these Terms and Conditions. There will be no variation to these terms and conditions unless any such variations have been agreed in writing by both parties.

These Terms constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings.

3. Scope of Work

The Company will provide the Services as described in the approved quotation or proposal. The scope of work will be clearly defined in the Project documentation.

Any additional features, changes, or work requested by the Client outside the original scope may incur additional charges. We will provide a written estimate for approval before proceeding with out-of-scope work.

4. Client Responsibilities

The Client agrees to:

• Provide all required materials (text, images, branding assets, login credentials, etc.) in a timely manner and in suitable formats.
• Review and approve deliverables promptly according to agreed timelines.
• Obtain all necessary permissions, licenses, and rights for materials supplied to the Company (including images, fonts, stock photos, third-party content).
• Ensure all content complies with applicable laws, including but not limited to data protection, advertising standards, and intellectual property laws.
• Provide constructive feedback and clear communication throughout the Project.

Important: The Company will not be responsible for project delays caused by late provision of materials, delayed approvals, or lack of Client response.

5. Fees and Payment

5.1 Pricing

• All prices are stated in GBP (£) and are exclusive of VAT unless stated otherwise.
• Quotations are valid for 30 days from the date of issue.

5.2 Payment Terms

• A 50% deposit is required before work begins.
• Remaining balances are due upon completion or according to the agreed payment schedule.
• Invoices must be paid within 14 days of issue.
• Payment can be made via bank transfer, PayPal, or other agreed methods.

5.3 Late Payment

The Company reserves the right to:

• Suspend work on the Project in the event of late payment.
• Take down a website or suspend hosting services until payment is received.
• Charge interest on overdue invoices at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate).
• Pursue debt recovery proceedings and charge the Client for associated costs.

5.4 Additional Costs

Additional costs may apply for:

• Third-party services (domain registration, SSL certificates, stock photos, premium plugins, APIs)
• Revisions beyond the agreed number included in the quotation
• Rush orders or expedited timelines
• Out-of-scope work requested after Project commencement

6. Project Timeline

Estimated completion dates are provided in good faith and are subject to the timely provision of materials and approvals by the Client.

The Company will make reasonable efforts to meet agreed deadlines but shall not be held liable for delays caused by:

• Client delays (late materials, delayed feedback, unavailability)
• Third-party issues (hosting providers, domain registrars, API providers)
• Technical difficulties beyond the Company's control
• Force majeure events (see Section 12)
• Changes to project scope or additional requests

7. Intellectual Property

7.1 Company's Intellectual Property

The Company retains ownership of:

• All development tools, code frameworks, templates, and libraries
• Pre-existing intellectual property created before or independently of the Project
• General knowledge, techniques, and methodologies

7.2 Transfer of Ownership

Upon full payment of all invoices, the Client will own:

• The final website design, visuals, and custom graphics created specifically for the Project
• Custom-written content (if provided by the Company)
• The right to use and modify the delivered Deliverables

Important: Until full payment is received, all intellectual property rights remain with the Company.

7.3 Third-Party Assets

Third-party assets (stock photos, fonts, plugins, libraries) are licensed separately and subject to their respective terms. The Client is responsible for ensuring compliance with these licenses.

7.4 Portfolio Use

The Company may display completed projects in its portfolio, marketing materials, and case studies unless otherwise agreed in writing. This includes screenshots, descriptions, and testimonials.

8. Website Hosting and Maintenance

8.1 Hosting Services

If the Company provides hosting:

• We will take reasonable measures to ensure uptime and data security.
• We aim for 99.9% uptime but cannot guarantee 100% availability.
• The Company is not responsible for service interruptions caused by third-party hosting providers, DDoS attacks, or force majeure events.
• Regular backups will be performed, but the Client is encouraged to maintain their own backups.

8.2 Maintenance Services

Maintenance services (updates, backups, security monitoring, content updates) are only included if specified in the contract or separate maintenance agreement.

Without a maintenance agreement, the Client is responsible for:

• Software updates (CMS, plugins, themes)
• Security patches and monitoring
• Content updates and changes
• Troubleshooting and bug fixes after handover

9. Warranties and Liability

9.1 Our Commitment

The Company will exercise reasonable skill and care in providing its Services in accordance with industry standards.

9.2 No Absolute Warranties

The Company does not warrant that:

• The website will be completely error-free or uninterrupted
• The website will meet all the Client's business objectives
• The website will be compatible with all browsers, devices, or future technologies
• Third-party services (hosting, APIs, payment gateways) will be available 100% of the time

9.3 Limitation of Liability

The Company will not be liable for:

• Loss of profits, revenue, business, data, or anticipated savings
• Business interruption or reputational damage
• Indirect, consequential, special, or punitive damages
• Damages resulting from unauthorised access, hacking, malware, or misuse after delivery
• Damages caused by the Client's failure to maintain security, updates, or backups
• Issues arising from third-party services, plugins, or integrations

Important: The Company's total liability shall not exceed the total amount paid by the Client for the Services under the relevant Project.

9.4 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any matter for which it would be illegal to exclude or limit liability

10. Confidentiality

Both parties agree to keep confidential all information disclosed during the Project, including:

• Business plans, strategies, and financial information
• Technical documentation and proprietary information
• Personal data and login credentials
• Any information marked as confidential

Confidential information may be disclosed:

• As required by law or court order
• With written consent from the other party
• To professional advisors under duty of confidentiality
• If it becomes publicly available through no fault of the receiving party

11. Cancellation and Termination

11.1 Termination by Notice

Either party may terminate the agreement with 30 days' written notice.

11.2 Payment Upon Termination

Upon termination, the Client must pay for:

• All work completed up to the termination date
• Any third-party costs incurred on behalf of the Client
• Outstanding invoices

11.3 Non-Refundable Deposits

Important: Deposits are non-refundable once work has commenced.

11.4 Immediate Termination

The Company may terminate immediately if:

• The Client fails to pay invoices within 30 days of the due date
• The Client breaches these Terms
• The Client provides false or misleading information
• The Client requests illegal or unethical work

12. Force Majeure

Neither party shall be liable for failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to:

• Natural disasters (floods, earthquakes, fires)
• War, terrorism, or civil unrest
• Government restrictions or regulations
• Internet outages or cyber attacks
• Pandemics or public health emergencies
• Strikes or labour disputes
• Failure of third-party services or suppliers

If a force majeure event persists for more than 60 days, either party may terminate the agreement with written notice.

13. Data Protection and Privacy

Both parties agree to comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018.

For information on how we process personal data, please see our Privacy Policy.

The Client is responsible for ensuring their website complies with data protection laws, including having appropriate privacy policies, cookie notices, and consent mechanisms.

14. Indemnification

The Client agrees to indemnify and hold harmless the Company from any claims, damages, losses, or expenses arising from:

• Content or materials provided by the Client
• The Client's breach of these Terms
• Infringement of third-party intellectual property rights by Client-provided materials
• The Client's use or misuse of the delivered Deliverables
• Non-compliance with applicable laws by the Client

15. Dispute Resolution

In the event of a dispute:

1. The parties will first attempt to resolve the matter through good-faith negotiation.
2. If negotiation fails, the parties may consider mediation before pursuing legal action.
3. Any legal proceedings shall be conducted in accordance with Section 16.

16. Governing Law and Jurisdiction

These Terms and Conditions are governed by and construed in accordance with the laws of England and Wales.

Both parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising from or relating to these Terms.

17. Miscellaneous

17.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.3 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

17.4 Assignment

The Client may not assign or transfer these Terms without the Company's prior written consent. The Company may assign or subcontract work as necessary.

17.5 Amendments

The Company may update these Terms from time to time. Updated Terms will apply to new Projects commenced after the update date.

18. Acceptance

By approving a quotation, making payment, or instructing the Company to proceed, the Client is deemed to have read, understood, and accepted these Terms and Conditions.

If you have any questions about these Terms, please contact us before engaging our Services.

19. Contact Information

For questions about these Terms and Conditions, please contact us: