Pay Monthly Website Terms & Conditions

Angelo Web Design Ltd
Company Number: 13279433
Registered in England and Wales

Contact Details
Website: https://angeloweb.co.uk
Email: luke@angeloweb.co.uk
Phone Number: 01484 941 350

Last Updated: 29 October 2026

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1. Introduction and Definitions

These Terms and Conditions govern website design, development, e-commerce development, hosting and related website services provided by Angelo Web Design Ltd (“we”, “us” or “our”).

In these terms:

• Client: The business or organisation purchasing our services.
• Project: The website design or development work agreed between us and the Client.
• Project Agreement: The legally binding agreement comprising the accepted quotation, these Terms and Conditions and any agreed amendments.
• Deliverables: The website designs, code, content and other materials expressly included in the Project Agreement.
• Revision Window: A five-calendar-day period during which the Client may review work and request amendments.
• Completion: The point at which the agreed website is substantially complete and ready for final review and launch, subject to any outstanding in-scope corrections.
• Launch: The date on which the website becomes publicly accessible on its agreed live domain.
• Payment Plan: The fixed-price arrangement under which the Client pays a Deposit followed by 11 monthly instalments for the design and development of the website.
• Deposit: The initial advance payment stated in the accepted quotation.
• Monthly Instalment: One of the 11 agreed payments towards the remaining Project price, collected through GoCardless Direct Debit.

1.1 Business-to-Business Agreements Only

Angelo Web Design Ltd provides its website design, development and related services exclusively to clients purchasing for business purposes.

These Terms and Conditions apply only to business-to-business transactions. We do not accept Project Agreements from individuals purchasing services wholly or mainly for personal, domestic or non-business purposes.

By entering into a Project Agreement, the Client confirms and warrants that:

• They are purchasing the services wholly or mainly for purposes relating to their trade, business, craft or profession.
• Where acting on behalf of a company, partnership or other organisation, they have the necessary authority to enter into the agreement.
• The information provided regarding their business identity and intended use of the services is accurate.
• Sole traders are eligible to enter into Project Agreements where the services are purchased for business purposes, regardless of whether payment is made from a personal or business bank account.
• Nothing in these Terms and Conditions excludes or restricts any statutory rights or liabilities that cannot lawfully be excluded.

2. Project Agreement

• Before commencing a Project, we will provide a written quotation detailing the agreed scope, deliverables, full fixed Project price, Deposit, 11 monthly instalment amounts and collection dates, and estimated timescales.
• Quotations remain valid for 30 calendar days, unless otherwise stated.
• The Client must accept the Project Agreement through our online agreement system before work commences.
• As part of this process, the Client must provide their full name, business name, business address, postal address (if different), email address and telephone number.
• The Client must review the quotation and Terms and Conditions, confirm their acceptance and provide a digital signature.
• Our system records the signature, acceptance date and time, IP address and relevant agreement information for verification and record-keeping purposes.

By signing, the Client confirms that they:

• Have read and accepted the Project Agreement.
• Have provided accurate information.
• Are authorised to enter into the agreement on behalf of the named Client.
• Intend to enter into a legally binding contract.

The agreement becomes binding upon signature by the client. A copy will be provided electronically.

Any changes to the agreed scope, price or contractual terms must be approved in writing by both parties. Project-specific terms in the accepted quotation take precedence over these general terms where they expressly differ.

3. Scope of Services

• We will provide the website design and development services described in the Project Agreement with reasonable care and skill.
• Only expressly agreed services are included in the fixed Project price. The Payment Plan pays for the website design, development and initial Launch; it is not a subscription for ongoing maintenance or support.
• Additional pages, functionality, integrations, redesigns or other work outside the original scope may incur additional charges.
• If work outside of the original scope is requested by the Client, we will provide a quotation and obtain their approval before proceeding.
• Additional work requested after Launch must be paid for in advance, unless otherwise agreed in writing.
• Ongoing website maintenance, software updates, content changes and new functionality are not included in the Payment Plan unless expressly stated in the accepted quotation. Hosting is addressed separately in Section 10.

4. Payment Terms

4.1 Payment Structure

This website development Project operates under our Pay Monthly payment structure. The price is a fixed amount for the agreed website build, not a recurring maintenance subscription:

• Deposit: An initial payment of 20% of the agreed Project price, unless the accepted quotation expressly states a different Deposit. It is due before development work commences.
• 11 Monthly Instalments: The remaining 80% of the agreed Project price (or the balance after any different agreed Deposit) is payable in 11 fixed monthly instalments by GoCardless Direct Debit.
• The quotation will show the total Project price, Deposit, amount of each instalment and all 11 payment dates.
• We do not add interest or finance charges to the agreed instalment price.
• Hosting renewals, third-party costs and separately approved additional work are not included in the development instalments unless expressly stated.

We will not commence work until the Project Agreement has been accepted and the Deposit received. The agreed instalment timetable applies from the dates recorded in the accepted quotation, whether or not those dates fall before or after Launch.

4.2 GoCardless Direct Debit Mandate

• The Client must authorise and maintain a valid, active GoCardless Direct Debit mandate against a bank account able to make the scheduled payments throughout the Payment Plan.
• The Client must complete any bank or GoCardless verification required and ensure sufficient funds are available on collection dates. They must notify us promptly if the bank account or payment details change.
• We may delay commencing work or arranging Launch until the required mandate has been established. If a mandate is cancelled, suspended or becomes invalid, the Client must promptly authorise a replacement mandate and pay any outstanding instalments by an agreed method.
• The Client may cancel a Direct Debit instruction through their bank at any time. Doing so does not, by itself, cancel the Project Agreement or remove any contractual payment obligation properly due. Direct Debit payments remain subject to the Direct Debit Guarantee and applicable scheme rules.
• GoCardless or the banking system will provide the required payment schedule and collection notifications in accordance with applicable Direct Debit requirements. Any changes to agreed amounts or dates must be communicated appropriately.

4.3 Review, Launch and Continuing Instalments

• When the website is substantially complete, we will give the Client an opportunity to review it. We will address valid outstanding defects or work falling within the agreed specification before seeking final approval.
• Following Client approval, receipt of the Deposit and establishment of the Direct Debit mandate, we will arrange Launch in accordance with the agreed Project timetable, even though some instalments remain outstanding.
• Launch does not mean that the Payment Plan has been paid off or that intellectual property ownership or unrestricted administrative rights have transferred. The Client may operate the launched website only under the limited permission described in Section 9.
• The Client remains responsible for all scheduled instalments properly due under the Project Agreement. A delay, complaint or dispute does not automatically cancel the Direct Debit schedule, but does not limit any legal right to withhold or dispute payment where applicable.

4.4 Failed or Overdue Payments

• An instalment remains unpaid if the Direct Debit fails, is reversed or is refunded and the underlying payment was properly due. We may request replacement payment or retry collection through GoCardless in accordance with its rules and applicable notice requirements.
• If an instalment is overdue or a mandate is not maintained, we will contact the Client and allow a reasonable opportunity to remedy the issue. We may suspend work or restrict Services after reasonable written notice.
• For a material or continuing payment breach, the suspension and termination provisions in Section 14 apply. Any decision to suspend a live website will take reasonable account of Client data, security, customers and applicable legal obligations.
• For qualifying overdue business debts, we reserve the right to claim statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable. No contractual finance charge is added to the instalments.
• Where an invoice is issued for sums not collected through the agreed Direct Debit schedule, it is payable within seven calendar days unless another date is expressly agreed.

4.5 Ownership and Access Before Full Payment

• Until the entire agreed development Project price has been paid, we retain the intellectual property rights created by us for the Project, subject to Section 9.
• During the Payment Plan, unrestricted administrative access, website source code, transferable files and website ownership are not provided to the Client. The limited operational access for e-commerce websites is described in Section 9.3.

5. Deposits, Cancellations and Refunds

5.1 Cancellation Before Work Commences

• If the Client cancels before work begins, their Deposit will be refunded in full, less any separately agreed, non-recoverable third-party costs already incurred on their behalf.

5.2 Cancellation After Work Commences

• Where a Client cancels after work has commenced, we may retain or charge a reasonable amount for completed work and recoverable costs.
• We track Project time using time-tracking software.
• For cancellation calculations, labour is charged at our standard rate of £31.25 per hour, unless otherwise agreed.
• The cancellation amount may include documented labour, authorised non-recoverable third-party costs and other reasonable, demonstrable losses recoverable under applicable law, without double recovery.
• Where the Deposit exceeds these charges, the difference will be refunded.
• Example: A Client pays a £1,000 Deposit. We complete 20 hours of work at £31.25 per hour, totalling £625. Assuming no other recoverable costs, the Client receives a £375 refund.
• If recoverable charges exceed the Deposit, no Deposit refund is due. Any further amount claimed must be lawfully recoverable and will not exceed the agreed price for the cancelled scope.
• We will provide a breakdown of cancellation charges upon request.

5.3 Cancellation After Launch

• The initial Deposit is subject to the same reasonable cancellation and refund calculation set out in Sections 5.1 and 5.2. Any amounts already paid, including monthly instalments, will be credited against sums properly recoverable.
• Because a launched website represents substantial delivery of the agreed development work, ending the Project Agreement or stopping Direct Debit collections after Launch does not automatically discharge the remaining instalments for work already performed.
• If the Client terminates before the Payment Plan is complete, we may seek payment for completed development work and other reasonable sums lawfully recoverable under the Project Agreement, taking account of payments received, work not performed, costs saved, and applicable rights and remedies.
• Any cancellation refund or final balance calculation will be supported by an explanation on request.

5.4 Ownership Following Cancellation

• Where a Project is cancelled before the relevant Deliverables have been paid for in full, we retain ownership of our unpaid designs, development work and code.
• The Client is not automatically entitled to unfinished website files or source code.
• Any transfer of partially completed work must be separately agreed in writing.
• The Client retains ownership of materials they originally provided.
• Until the agreed Project price has been paid in full, the Client has no right to an unrestricted copy or transfer of our unpaid bespoke website work, subject to any overriding legal rights. We will deal appropriately with Client-owned materials and data in accordance with Sections 9 and 15.

5.5 Refunds

• Agreed refunds will normally be processed within 14 calendar days.

6. Client Responsibilities and Website Content

6.1 Client Information

• The Client must provide accurate information and materials reasonably required to complete the Project, including business details, branding, photographs, website content and necessary account access.
• The Client must respond to reasonable requests for information, feedback and approvals.
• Delays caused by missing information or Client inaction may affect delivery timescales.

6.2 Copyright and Permissions

• The Client must ensure they hold the necessary rights and permissions for all materials supplied to us, including text, images, logos and videos.
• The Client grants us permission to use these materials for the purpose of completing the Project.

6.3 Website Copywriting

• Where copywriting is included, we will prepare website text using the information provided by the Client.
• We may use artificial intelligence tools to assist with writing and editing website content. AI-assisted content is reviewed and edited before submission.
• The Client must review and approve factual claims, business information, prices and service descriptions before publication.
• Clients requiring exclusively human-written copywriting should notify us before accepting the quotation. This service is available at an additional cost.

6.4 E-Commerce Websites

• For e-commerce Projects, the Client must provide accurate product information, including descriptions, prices, images, weights, dimensions, stock details and shipping charges.
• The Client is responsible for reviewing product information before launch.
• The Client is responsible for order fulfilment, customer service, product information and ongoing compliance with applicable trading regulations.
• For an e-commerce website launched during the Payment Plan, we will provide a restricted account intended for day-to-day store operation, including managing and fulfilling orders and accessing relevant customer and order details.
• This restricted account does not grant WordPress administrator privileges or permission to edit site code, themes, plugins, or site-wide technical settings. Access to any additional store-management functions is at our discretion and will be expressly agreed.
• The Client must use customer data lawfully and protect their account credentials. Full administrative access follows only after the development Project price has been paid in full, as explained in Section 9.3.

6.5 Legal Compliance

• The Client is responsible for identifying legal requirements applicable to their website and business, including privacy policies, cookie consent, accessibility, consumer rights and industry-specific regulations.
• We will implement any expressly agreed compliance-related functionality with reasonable care and skill.
• Our Services do not constitute professional legal advice or a guarantee of complete legal compliance.

7. Revision Windows

• Our website Projects include designated five-calendar-day Revision Windows during which the Client can review progress and request amendments.
• We will notify the Client when work is ready for review. The Revision Window begins on the stated date, no earlier than when the relevant work becomes accessible.
• We ask Clients to provide revisions in a consolidated list wherever reasonably possible.
• Revisions are limited to the agreed Project scope and may include reasonable design, layout, image or content adjustments.
• Requests for additional pages, bespoke functionality or substantial changes to previously agreed requirements may incur additional charges.
• If feedback is not received within the Revision Window, we may proceed to the next Project stage after issuing a reasonable reminder.
• Late revisions may affect the Project timetable or require a separate quotation.
• Revision Windows do not limit the Client’s right to have defects or failures to meet the agreed specification corrected.

8. Project Timelines, Delays and Launch

8.1 Estimated Timescales

• Project timescales are estimates unless a fixed deadline is expressly agreed in writing.
• We will make reasonable efforts to deliver within the estimated timeframe but are not responsible for delays directly caused by Client inaction or circumstances beyond our reasonable control.

8.2 Extended Client Delays

• If a Project is delayed by more than 30 consecutive calendar days because the Client has failed to provide necessary information, feedback or approvals, we may issue written notice requesting the outstanding items.
• The Client will have at least 14 calendar days to respond or arrange continuation.
• If they remain inactive, we may suspend the Project and revise the delivery timetable.
• Where substantial work has been completed, we may collect or invoice instalments and other amounts properly due under the agreed payment schedule, subject to the Client’s legal rights.
• Where the website is substantially complete but cannot be finalised solely because of Client inaction, we may continue to collect amounts properly due under the agreed instalment schedule after appropriate notice, allowing for any material work not performed and the Client’s applicable rights.
• We will not charge the full remaining balance merely as a penalty for delay.

8.3 Launch Approval

• The Client must review the completed website and identify any material issues before launch.
• We will correct valid in-scope defects. The Client must not unreasonably withhold approval where the agreed work is substantially complete.
• Once approved, and provided the Deposit has been received and an active GoCardless mandate established, we will arrange the website’s Launch under the agreed timetable.
• Additional changes requested after Launch will be quoted separately and must be paid for in advance before we undertake the work, unless otherwise agreed in writing.

9. Ownership and Intellectual Property

9.1 Ownership of Completed Work

• We retain ownership of intellectual property created by us for a Project until the complete agreed development Project price, including all 11 instalments, has been paid in full.
• Following full payment, we will assign to the Client the intellectual property rights we own in the bespoke Deliverables specifically created for their Project.
• While the website is live and instalments are outstanding, we grant the Client a limited, non-exclusive permission to use the website for its intended business purpose, subject to the Project Agreement. This is not an assignment of intellectual property rights.

9.2 Third-Party and Pre-Existing Materials

• Ownership transfer excludes third-party software, plugins, stock assets and any code or tools we developed independently of the Project.
• These remain subject to their existing ownership and licence arrangements.
• After the Payment Plan has been paid in full by the Client, where our reusable code is incorporated into the completed website, the Client receives a perpetual, royalty-free licence to use, maintain, modify and transfer it with the website or their business, but not to sell it independently as a standalone product.

9.3 Administrative Access

• Only after the development Project price has been paid in full will we provide the Client with unrestricted website administrative access and transferable files reasonably necessary to operate and maintain their website.
• This may include WordPress administrator access, website files and databases. Until then, brochure and other non-e-commerce websites do not include Client administrator access after Launch.
• For e-commerce websites, the Client will receive a restricted store-management login during the Payment Plan to view customer details and manage orders, but not to edit or access code, themes, plugins or technical administration areas.
• Full administrator rights will be provided after the final instalment has cleared and the agreed development Project price has been paid in full. Any access remains subject to third-party software licences and lawful security restrictions.
• Our own hosting accounts, internal systems and proprietary development tools are excluded.

10. Hosting, Domains and Third-Party Services

10.1 Website Hosting

• Where hosting is purchased through us, the hosting account remains under our ownership or administrative control.
• During the Payment Plan, the website must remain hosted through Angelo Web Design Ltd unless we expressly agree otherwise in writing.
• Our standard hosting includes daily backups and an SSL certificate.
• Where the agreed package includes free hosting for the first year, this period begins on the website’s Launch date.
• Our standard annual hosting renewal charge is currently £100, unless otherwise agreed. Clients will be notified of renewal charges in advance.
• Hosting is normally billed annually in advance.
• Hosting charges are separate from the instalments for building the website. Hosting does not include ongoing website maintenance, plugin or theme updates, content editing or new development unless separately agreed.

10.2 Hosting Availability and Security

• We take reasonable care in providing hosting services but cannot guarantee uninterrupted availability or 100% uptime.
• We are not responsible for outages caused exclusively by circumstances beyond our reasonable control, except where we have failed to exercise reasonable care and skill.
• Clients must maintain secure account credentials and notify us promptly of suspected security problems.
• We recommend maintaining independent backups of important business data.

10.3 Hosting Non-Payment and Transfers

• Where hosting fees remain unpaid, we may suspend the service after providing reasonable written notice and an opportunity to pay.
• Continued non-payment may result in termination and eventual deletion of hosted data, subject to reasonable notice, applicable retention arrangements and data protection obligations.
• Once the entire agreed development Project price has been paid in full, the Client may request transfer to another hosting provider.
• We will reasonably cooperate with such requests. Migration assistance outside the agreed scope may incur a separately agreed charge.

10.4 Domain Names

• Domain registration, renewal and transfer fees are not included in hosting or development charges unless expressly stated.
• The Client is responsible for renewal costs. We will reasonably assist with authorised domain transfers.

10.5 Third-Party Software

• Websites may use WordPress, WooCommerce, plugins, payment gateways, booking systems and other third-party services.
• These remain subject to their providers’ terms and licences.
• We are not responsible for third-party pricing changes, discontinued products or failures outside our reasonable control, except where caused or materially contributed to by our breach of contract.
• Ongoing third-party licence fees are the Client’s responsibility unless otherwise agreed.

11. Warranty and Post-Launch Support

• We will provide website design and development Services with reasonable care and skill.
• Clients may report defects arising from our original work within 30 calendar days of Launch.
• We will correct defects resulting from our failure to meet the agreed specification or exercise reasonable care and skill without additional charge.
• The warranty does not automatically cover new features, design changes, Client misuse, third-party modifications or subsequent software changes, unless the issue was caused or contributed to by our own breach.
• The Payment Plan covers the agreed design and development of the website only. It does not include ongoing maintenance, routine updates, security monitoring, new features, content changes or continuing technical support after Launch, unless expressly agreed in writing.
• Any requested alterations, upgrades or additional work after Launch will be separately quoted, agreed in writing and paid for in advance before work begins, unless otherwise agreed in writing.
• The absence of a maintenance agreement does not limit our responsibility to correct defects covered by the warranty or by applicable law.
• The 30-day period does not remove any statutory or other contractual rights that cannot lawfully be excluded.

12. Portfolio Rights

• Unless otherwise agreed in writing, the Client grants us permission to showcase the completed website in our portfolio, case studies, social media and promotional materials.
• This may include screenshots, the Client’s business name, logo and a description of the work completed.
• We will not knowingly publish confidential business information without appropriate permission.
• Clients may request reasonable restrictions on promotional use, which should be agreed in writing.

13. Liability

• We will exercise reasonable care and skill when providing our Services.
• Subject to applicable law, our total liability to a business Client arising from a particular Project Agreement will not exceed the total fees paid or payable under that agreement.
• To the extent lawfully permitted and reasonable, we exclude liability for indirect or consequential losses, loss of anticipated profits, business opportunities or savings.
• We are not responsible for losses caused by inaccurate Client information, unauthorised third-party changes or events outside our reasonable control.
• Both parties must take reasonable steps to minimise any losses.

14. Suspension, Termination and Force Majeure

• Either party may terminate the Project Agreement if the other commits a material breach and fails to remedy it within 14 calendar days of written notice, or a longer period reasonably agreed between the parties.
• The Client may cancel the Project at any time, subject to the payment and cancellation provisions in Sections 4 and 5 and any rights provided by law. Cancelling a Direct Debit is not itself notice terminating this agreement.
• We may suspend Services, including hosting or website access where lawful and proportionate, for persistent overdue payments or failure to maintain a Direct Debit mandate, following reasonable written notice and an opportunity to remedy the breach.
• Where Client inactivity continues for more than 60 days after a formal suspension notice, we may terminate the Project after giving at least 14 days’ further written notice.
• Upon termination, the Client must settle sums lawfully due for work completed and other recoverable costs, with credit for amounts already paid and appropriate allowance for work not supplied or losses avoided. Termination does not automatically make all future instalments immediately payable as a penalty. Ownership of our unpaid work remains with us; the Client retains their originally supplied materials and their rights in their own data.
• Before any suspension or termination of a live website, we will take reasonable steps to notify the Client and, as appropriate, facilitate lawful access to or export of Client-owned customer, order or business data. This does not require us to transfer unpaid website intellectual property.
• Neither party is liable for delays caused by extraordinary circumstances beyond their reasonable control, including natural disasters, serious illness, major infrastructure failures or government restrictions, provided reasonable steps are taken to minimise disruption.
• If such circumstances materially prevent performance for more than 60 days, either party may terminate the affected Services by written notice.

15. Confidentiality and Data Protection

• Both parties must keep confidential any non-public commercial, technical or business information obtained through the Project, except where disclosure is authorised, necessary to perform the Services or required by law.
• Both parties must comply with applicable UK data protection legislation, including the UK GDPR and Data Protection Act 2018, as amended.
• We will handle personal information collected through our digital Project Agreement system in accordance with our Privacy Policy. Our Privacy Policy is accessible on our website: https://angeloweb.co.uk/privacy-policy/
• Confidentiality obligations continue after the Project ends.

16. Disputes and Governing Law

• Clients should raise complaints by emailing luke@angeloweb.co.uk.
• We aim to provide an initial substantive response within 10 Working Days.
• Both parties agree to make reasonable efforts to resolve disputes through discussion before pursuing legal proceedings. Independent mediation may be agreed where appropriate.
• These Terms and Conditions are governed by the laws of England and Wales.
• For business-to-business agreements, the courts of England and Wales have exclusive jurisdiction, subject to mandatory legal requirements.

17. General Provisions

• Entire Agreement: The accepted Project Agreement replaces previous discussions relating to the same Project, except where the law prevents such an exclusion.
• Amendments: Changes to an existing agreement must be agreed in writing. Updated website terms do not automatically replace previously signed terms.
• Severability: If any clause is found unenforceable, the remaining provisions continue to apply where legally possible.
• No Waiver: Failure to enforce a contractual right does not automatically waive it.
• Assignment: The Client may not transfer contractual obligations without our consent, which will not be unreasonably withheld. This does not restrict ownership rights already transferred.
• Third-Party Rights: Unless expressly stated otherwise, no third party may enforce this agreement under the Contracts (Rights of Third Parties) Act 1999.
• Notices: Formal notices concerning cancellation, breach or termination must be provided in writing using the contact details in the Project Agreement.
• Survival: Accrued payment obligations, intellectual property, confidentiality, data protection, liability and dispute provisions continue where appropriate after termination.

Milestone Project Terms & Conditions

Angelo Web Design Ltd
Company Number: 13279433
Registered in England and Wales

Contact Details
Website: https://angeloweb.co.uk
Email: luke@angeloweb.co.uk
Phone Number: 01484 941 350

Last Updated: 29 October 2026

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1. Introduction and Definitions

These Terms and Conditions govern milestone-based website design, bespoke web development, software development, web portals, e-commerce functionality and related services provided by Angelo Web Design Ltd (“we”, “us” or “our”).

In these terms:

• Client: The business or organisation purchasing our services.
• Project: The overall development work described in the Project Agreement.
• Project Agreement: The legally binding agreement comprising the accepted quotation or proposal, these Terms and Conditions, the agreed Milestone Schedule and any written amendments.
• Milestone: A defined stage of the Project with specified Deliverables and an agreed fee, as set out in the Milestone Schedule.
• Milestone Schedule: The written description of each Milestone, its price, Deliverables, dependencies and estimated timescale, contained in or attached to the accepted quotation or proposal.
• Deliverables: The designs, code, configurations, documentation and other materials expressly included within a particular Milestone.
• Milestone Fee: The full agreed price for a particular Milestone, payable in advance before work on that Milestone begins.
• Revision Window: The five-calendar-day period following initial delivery of a Milestone during which the Client may request in-scope amendments.
• Final Milestone Delivery: Delivery of the agreed Milestone after in-scope revisions and corrections have been addressed, subject to any expressly agreed dependencies on later Milestones.
• Launch or Deployment: Making the website, portal or software available in an agreed live or production environment, where included in the Project scope.

1.1 Business-to-Business Agreements Only

Angelo Web Design Ltd provides its website design, development and related services exclusively to clients purchasing for business purposes.

These Terms and Conditions apply only to business-to-business transactions. We do not accept Project Agreements from individuals purchasing services wholly or mainly for personal, domestic or non-business purposes.

By entering into a Project Agreement, the Client confirms and warrants that:

• They are purchasing the services wholly or mainly for purposes relating to their trade, business, craft or profession.
• Where acting on behalf of a company, partnership or other organisation, they have the necessary authority to enter into the agreement.
• The information provided regarding their business identity and intended use of the services is accurate.
• Sole traders are eligible to enter into Project Agreements where the services are purchased for business purposes, regardless of whether payment is made from a personal or business bank account.
• Nothing in these Terms and Conditions excludes or restricts any statutory rights or liabilities that cannot lawfully be excluded.

2. Project Agreement

• Before work begins, we will provide a written quotation or proposal specifying the Project scope, individual Milestones, Deliverables, Milestone Fees, estimated timescales and relevant dependencies.
• Quotations remain valid for 30 calendar days unless otherwise stated.
• The Client must accept the Project Agreement and sign it digitally through our website’s online agreement system before any work begins.
• The Client must provide their full name, business name, business address, postal address (if different), email address and telephone number.
• Our system records the digital signature, acceptance date and time, IP address and relevant agreement information for verification and record-keeping.
• By signing, the Client confirms they have reviewed and accepted the Project Agreement, provided accurate information, have authority to bind the named Client and intend to enter into a legally binding agreement.
• The Project Agreement becomes binding upon the Client’s acceptance and signature. An electronic copy will be supplied.
• Changes to scope, Milestone Fees, deliverables, sequence or contractual terms must be agreed in writing by both parties. Expressly stated project-specific terms take precedence over these general terms where they conflict.

3. Scope of Services and Milestones

• We will carry out the services expressly described in the Project Agreement with reasonable care and skill.
• Each Milestone covers only its specified Deliverables. For example, a quotation-form Milestone does not include a staff dashboard, administration tools or integrations unless expressly listed.
• A Milestone may deliver a complete standalone feature or a component intended to be integrated or made fully functional during later Milestones. Dependencies and any limitations on independent testing or deployment should be stated in the Milestone Schedule.
• Work outside the agreed scope, including additional functionality, new integrations, major redesigns or substantially changed requirements, is not included in the Milestone Fee.
• We will quote separately for additional work and obtain written approval before commencing it. We may agree to add it as a new Milestone or amend an existing Milestone; payment will be due in advance of the additional work unless otherwise agreed in writing.
• There is no obligation to supply functionality, documentation, hosting, support or ongoing maintenance that is not expressly included in the Project Agreement.

4. Milestone Payments and Invoicing

4.1 Payment in Advance

• Each Milestone is payable 100% in advance. Work on that Milestone will not begin until its full Milestone Fee has been received in cleared funds.
• The Milestone structure spreads the cost of a larger Project across separate stages. It is not a credit agreement or an arrangement under which work is invoiced after completion.
• We will send Milestone invoices manually to the Client by email, together with payment instructions. The online agreement system is used to accept and sign the contract, not to collect Milestone payments.
• Unless otherwise agreed in writing, each emailed invoice is payable within seven calendar days. A proposed start date is not reserved indefinitely while payment is outstanding.
• The invoice for Milestone 1 will ordinarily be sent after the Project Agreement has been signed. Invoices for later Milestones will ordinarily be issued after Final Milestone Delivery of the preceding Milestone, or at another point expressly agreed in the Milestone Schedule.
• A later Milestone will not commence automatically on completion of the previous one: it will commence only after its own invoice has been paid in full and any necessary Client information or approvals have been provided.

4.2 Delivery, Revisions and the Next Invoice

• After receiving payment, we will develop the Deliverables covered by the relevant Milestone and provide them for review in an agreed format or environment.
• The Client will receive the Revision Window described in Section 7. We will address valid requests within the agreed scope and provide the final version of that Milestone.
• No further invoice is due for the same Milestone merely because it has been delivered or revised; its Milestone Fee has already been paid in advance. Where further Milestones remain, we will then issue the invoice for the next agreed Milestone.
• Any materially different work requested during or after the Revision Window will require a separately agreed quotation or Milestone amendment.

4.3 Overdue Payments

• We may postpone the start of any unpaid Milestone and revise the overall Project timetable accordingly.
• We may suspend other affected work following reasonable written notice if sums properly due remain unpaid.
• For overdue business invoices, we reserve the right to claim statutory interest and debt-recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, where applicable.
• Fees for completed and fully paid Milestones will not be charged again. The Client is not required to pay future Milestone Fees merely to retain intellectual property rights that have already transferred under Section 9.

5. Cancellation, Termination and Refunds

5.1 Cancelling Before a Milestone Starts

• If the Client cancels a paid Milestone before work on it begins, we will refund that Milestone Fee in full, less any separately authorised, non-recoverable third-party costs already incurred specifically for that Milestone.
• Any payments received for later Milestones on which no work has started will be dealt with on the same basis.

5.2 Cancelling After Work Has Started

• If the Client cancels after work on a Milestone has begun, we may retain or charge a reasonable amount for work completed, authorised non-recoverable third-party costs and other demonstrable losses lawfully recoverable, without double recovery.
• We track development time using time-tracking software. For cancellation calculations, our standard labour rate is £31.25 per hour, unless a different rate has been expressly agreed.
• Where the prepaid Milestone Fee exceeds the lawful cancellation charges, the balance will be refunded. We will provide a reasonable breakdown of those charges upon request.
• Example: If a £1,000 Milestone Fee has been paid and 20 hours of work have been completed at £31.25 per hour (£625), the refund would be £375, assuming no other recoverable costs.
• If recoverable charges exceed the amount prepaid, any further claim must be lawfully recoverable and must not exceed the agreed price for the cancelled work.
• Where a fully delivered Milestone has already been paid for, there is no automatic cancellation refund simply because the Client decides not to proceed to later Milestones. This does not affect remedies for defective or non-conforming work.

5.3 Work and Rights Following Cancellation

• Copyright and other assignable intellectual property in bespoke work created under a fully paid Milestone transfer in accordance with Section 9, even if later Milestones are cancelled.
• Cancellation or a partial refund does not automatically reverse any intellectual property assignment that has already taken effect under Section 9. For work in progress, we will provide a reasonable handover of the bespoke material actually created and paid for, in a practicable format, without any obligation to create work that was cancelled before completion.
• The Client retains ownership of any materials they originally supplied.
• Agreed refunds will normally be processed within 14 calendar days.

6. Client Responsibilities, Content and Compliance

6.1 Information and Cooperation

• The Client must provide accurate requirements, content, branding, designs, business rules, credentials, API information and other materials reasonably needed for each Milestone.
• The Client must nominate an appropriate person to provide timely feedback, answer technical questions and approve agreed requirements.
• Delays in providing information, access or approvals may delay that Milestone and any later dependent Milestones.
• The Client is responsible for the accuracy of information and instructions they provide, including pricing rules, form logic, calculations and operational processes, and must verify these during testing.

6.2 Client Materials and Content

• The Client warrants that they have the necessary rights and permissions to supply and use all text, images, logos, data and other materials they provide. They authorise us to use those materials for the Project.
• Where copywriting is expressly included, we may use artificial intelligence tools to assist with writing and editing, with human review before submission. The Client must verify factual and commercial claims before publication.
• For e-commerce functionality, the Client is responsible for accurate product information, prices, inventory, shipping rules, consumer communications and order fulfilment.

6.3 Legal and Operational Requirements

• The Client must identify the legal, regulatory, industry-specific, accessibility, retention and security requirements applicable to their business and intended use of the system and tell us about them before the relevant Milestone is scoped.
• We will implement expressly agreed compliance-related features with reasonable care and skill, but do not provide legal or regulatory advice or guarantee that the completed system will satisfy every requirement of the Client’s business.

7. Milestone Revision Windows and Acceptance

• Following initial delivery of each Milestone, we will notify the Client when and where the work can reasonably be reviewed. Its five-calendar-day Revision Window begins on the notified date, no earlier than when the relevant Deliverables are accessible.
• The Client should test the work against the relevant Milestone specification and provide one consolidated list of requested changes wherever reasonably practicable.
• Included revisions are limited to amendments reasonably necessary to meet the agreed specification and agreed design or functional requirements. They do not include new features, materially altered requirements or work allocated to another Milestone.
• We will address valid in-scope revisions and defects without additional development charges and then provide Final Milestone Delivery. Reasonable time for implementing revisions will depend on their nature and complexity.
• If the Client does not provide feedback within the Revision Window, we may send a reasonable written reminder and then treat the Milestone as administratively completed for scheduling and invoicing the next Milestone, provided the agreed work has been delivered. Silence does not waive the Client’s rights in respect of defects or failure to meet the agreed specification.
• Late requests or changes of preference outside the scope may require a separate quotation and may affect the timetable.
• Where a Milestone depends on later work before full end-to-end testing is possible, the relevant dependency will be taken into account. We remain responsible for correcting our own in-scope defects revealed during later integration or testing, subject to applicable law and the agreed specification.

8. Timelines, Delays and Deployment

8.1 Estimated Milestone Timescales

• Development dates and timescales are estimates unless a fixed deadline is expressly agreed in writing. Estimates may change in response to revisions, Client delays, technical dependencies or agreed scope changes.
• We will make reasonable efforts to meet agreed timescales and keep the Client informed of material changes.
• We are not responsible for delays directly caused by Client inaction or circumstances beyond our reasonable control, except to the extent our own breach contributed.

8.2 Extended Client Delays

• If necessary Client information, feedback or approval remains outstanding for more than 30 consecutive calendar days, we may issue written notice requesting it and allow at least 14 calendar days for a response or arrangements to resume work.
• If the Client remains inactive, we may suspend the affected work and revise the timetable. Fees for agreed completed Milestones remain due; we will not impose the entire unperformed Project balance merely as a penalty for delay.
• Where inactivity continues for more than 60 calendar days after a formal suspension notice, we may terminate the affected Project after giving at least 14 further calendar days’ written notice.

8.3 Launch or Production Deployment

• A Milestone’s completion does not necessarily mean that the full Project is ready for public launch, and payment for an earlier Milestone does not entitle the Client to receive unfinished later features.
• Live deployment, domain configuration, migration and production support are included only where expressly specified in the agreed Deliverables.
• Where deployment is included, the Client must provide required approvals, content and access. We will correct material in-scope defects before deployment as reasonably required by the specification.
• Any maintenance, changes or technical assistance after deployment that is not covered by the agreed Deliverables or our defect-correction obligations will be separately quoted and charged.

9. Ownership and Intellectual Property

9.1 Transfer Separately for Each Milestone

• The Client obtains ownership of copyright and other assignable intellectual property rights owned by us in bespoke Deliverables specifically created for each Milestone once that Milestone Fee has been paid in full. For rights in work not yet created when payment is received, the assignment takes effect when those rights come into existence, subject to applicable law.
• We hereby assign those rights to the Client on that basis. This assignment is intended to operate separately for each Milestone and is not conditional upon payment for later Milestones or completion of the overall Project.
• This assignment must be executed in writing and signed by or on behalf of Angelo Web Design Ltd as assignor. We will ensure the Project Agreement, or a separate intellectual property assignment where necessary, is signed by our authorised representative.
• The assignment is limited to the bespoke Deliverables we create and own for that Milestone. It does not include third-party rights, the Client’s own materials, our pre-existing tools or any work outside that Milestone’s agreed scope. Where subcontractors contribute to bespoke Deliverables, we will obtain the rights needed to make the agreed assignment or identify any applicable limitations in writing.

9.2 Reusable Code and Third-Party Materials

• Third-party software, frameworks, plugins, fonts, stock assets, APIs and open-source components remain subject to their respective owners’ licences and conditions; we cannot transfer rights we do not own.
• We retain ownership of our reusable libraries, frameworks, development utilities, generic components and other intellectual property developed independently of the Project.
• To the extent our reusable code is incorporated in a paid Milestone’s Deliverables, we grant the Client a perpetual, worldwide, royalty-free, non-exclusive licence to use, run, maintain, modify and transfer that code as part of their website, portal, application or business. The Client may not market or sell that reusable code as a standalone product independent of the Project.
• The Client is responsible for ongoing third-party licence, subscription and usage fees unless expressly included in the Project Agreement.

9.3 Files, Access and Handover

• Upon Final Milestone Delivery, we will provide the agreed Deliverables and, on reasonable request, available source files or exports reasonably necessary to use and maintain the bespoke work covered by that paid Milestone, in a practicable format.
• Where components cannot operate independently until later Milestones are completed, handover may consist of the available code, configuration and documentation rather than a fully operational standalone system.
• Ownership of a paid Milestone does not automatically grant access to our own hosting accounts, development infrastructure, internal systems, licensed services or proprietary development tools.
• We may withhold access to or delivery of material belonging exclusively to an unpaid Milestone, but will not withhold intellectual property already assigned under this Section merely because another Milestone remains unpaid.

10. Hosting, Domains and Third-Party Services

10.1 Hosting Arrangements

• Hosting is included only if expressly agreed. Where hosting is supplied through us, the hosting account and provider relationship remain under our administrative control unless otherwise agreed.
• Our standard website hosting includes daily backups and an SSL certificate. Bespoke portals, high-traffic systems, custom servers and cloud infrastructure may require different hosting specifications and separately quoted fees.
• Where an agreed package includes a free first year of hosting, that period runs from the agreed live Launch date, not the completion of the first development Milestone.
• Our standard website hosting renewal fee is currently £100 per year unless otherwise agreed. Bespoke infrastructure and services are charged at the rates expressly agreed for the Project. Hosting is normally payable annually in advance.

10.2 Availability, Security and Transfers

• We will exercise reasonable care and skill in providing hosting services but cannot guarantee uninterrupted access or 100% uptime.
• Hosting fees remaining unpaid may lead to suspension after reasonable written notice and an opportunity to pay. Continued non-payment may lead to termination and eventual deletion of hosted data, subject to applicable notice, retention and data-protection requirements.
• For fully paid Deliverables, we will reasonably cooperate with an authorised request to transfer those Deliverables to another provider. Migration, additional infrastructure setup and technical assistance may be separately quoted where not already within scope.
• Clients are responsible for secure credentials, their users’ permissions and promptly reporting suspected security incidents. Independent backups of critical business data are recommended.

10.3 Domains and Third Parties

• Domain registration, renewals and transfers are excluded unless expressly stated. Domain renewal charges are the Client’s responsibility.
• Third-party products, payment services, plugins, APIs and hosting platforms are governed by their suppliers’ own terms and pricing. We are not responsible for supplier changes or failures beyond our reasonable control except where caused or materially contributed to by our breach.

11. Warranty, Defects and Ongoing Support

• We will provide each Milestone with reasonable care and skill and in accordance with its agreed specification.
• The Client should report apparent defects in a Milestone within 30 calendar days after its Final Milestone Delivery. Where later integration makes a defect impossible to identify sooner, the Client should report it promptly after discovery.
• We will remedy defects attributable to our failure to exercise reasonable care and skill or to meet the agreed specification without additional charge, subject to applicable law. The stated reporting period does not exclude rights or remedies that cannot lawfully be restricted.
• This does not include new features, changes of preference, misuse, unauthorised modifications, third-party changes or software updates, except to the extent the problem was caused or contributed to by our breach.
• Ongoing software maintenance, new development, technical support, security patching, monitoring and content changes are not included after the relevant work has been delivered unless separately agreed in writing. Such services may be quoted and invoiced separately, generally payable in advance.

12. Portfolio Rights

• Unless otherwise agreed in writing, the Client permits us to refer to the completed Project in our portfolio, case studies, website and promotional materials, including the Client’s business name, logo and a general description of our work.
• We will not intentionally disclose confidential business information, personal data, private dashboard screens, security-sensitive functionality or non-public operational material without appropriate approval.
• The Client may request reasonable written restrictions on promotional use, including restrictions relevant to confidential portals or commercially sensitive systems.

13. Liability

• We will exercise reasonable care and skill in performing our obligations.
• Subject to applicable law and any statutory reasonableness requirements, our total aggregate liability to a business Client arising from the Project Agreement is limited to the total fees paid or payable under that agreement.
• To the extent lawfully permitted and reasonable, neither party will be liable to the other for indirect or consequential losses; and we exclude liability for loss of anticipated profit, opportunity or savings.
• We are not responsible for losses caused by inaccurate Client instructions, unauthorised third-party changes or matters outside our reasonable control, except to the extent caused or materially contributed to by our own breach.
• Both parties must take reasonable steps to minimise losses.

14. Suspension, Termination and Force Majeure

• Either party may terminate the Project Agreement if the other commits a material breach and does not remedy it within 14 calendar days after receiving written notice describing the breach, or within a longer period reasonably agreed in writing.
• The Client may cancel the Project or any remaining Milestones subject to Section 5. Fees for already completed Milestones and lawful charges for work begun remain subject to those provisions.
• We may suspend affected services following reasonable written notice where amounts properly due remain unpaid, essential Client cooperation is withheld or continuing work would create a serious security or legal risk.
• On termination, both parties will reasonably cooperate in reconciling prepaid Milestones, refunds, work in progress, confidentiality obligations and handover of paid Deliverables.
• Neither party will be liable for delays arising from exceptional circumstances beyond its reasonable control, including natural disasters, serious illness, major infrastructure outages or government restrictions, provided it takes reasonable steps to minimise disruption and informs the other promptly.
• If such circumstances materially prevent performance for more than 60 calendar days, either party may terminate the affected services by written notice, with a reasonable accounting for work performed and prepaid sums.

15. Confidentiality and Data Protection

• Both parties must protect confidential commercial, technical and business information obtained through the Project and may disclose it only with permission, as necessary to perform the Project, or as legally required.
• Both parties must comply with applicable UK data-protection law, including the UK GDPR and Data Protection Act 2018 as amended.
• The Client is responsible for deciding what personal data its system collects, the lawful basis for using it, retention requirements and user-facing privacy information, unless particular responsibilities are expressly allocated elsewhere in writing.
• We will handle personal details collected through our online agreement system in accordance with our Privacy Policy: https://angeloweb.co.uk/privacy-policy/
• Confidentiality and applicable data-protection obligations continue after the Project ends.

16. Disputes and Governing Law

• The Client should raise complaints by emailing luke@angeloweb.co.uk. We aim to provide an initial substantive response within 10 working days.
• Both parties will make reasonable efforts to resolve disagreements through discussion before pursuing legal proceedings. They may agree to independent mediation where appropriate.
• These Terms and Conditions are governed by the law of England and Wales.

17. General Provisions

• Entire Agreement: The accepted Project Agreement supersedes earlier discussions concerning the same Project, except to the extent prohibited by law.
• Amendments: Changes must be agreed in writing. New versions of our website terms do not automatically amend an agreement already signed.
• Severability: If part of these terms is unenforceable, the remaining terms continue to apply where legally possible.
• No Waiver: Failure to enforce a right immediately does not mean that right has been waived.
• Assignment: The Client may not transfer its outstanding contractual obligations without our consent, which will not be unreasonably withheld. This does not restrict intellectual property already assigned to the Client.
• Third-Party Rights: Unless expressly stated, no third party may enforce the Project Agreement under the Contracts (Rights of Third Parties) Act 1999.
• Notices: Formal notices of cancellation, breach or termination must be sent in writing to the contact details stated in the Project Agreement.
• Survival: Rights and obligations concerning accrued fees, refunds, intellectual property, confidentiality, data protection, liability and disputes survive termination where appropriate.