Web Design Terms

In plain English

Every project starts with a proposal that says what we'll build, what it costs and when you'll get it. These terms cover everything else. You pay a deposit to start and the rest at agreed milestones. Anything outside the proposal is quoted before we do it. Once you've paid in full, the finished design and site are yours, although we keep the reusable tools and code we bring to every project. We'll fix bugs for free for 30 days after launch. If you give us personal data, we only use it to do the work and we keep it safe.

This summary is provided for convenience only. The full terms below take precedence in all cases.

1. About These Terms

1.1 These Web Design Terms ("Terms") apply to website design and development work carried out by Geeky Code Ltd ("Company", "we", "us", or "our"), a company registered in England and Wales (Company Number: 12200751), with its registered office at 24 Downsview, Chatham, Kent, ME5 0AP, United Kingdom, for a business customer ("you", "your", "Client").

1.2 Each project is described in a written proposal or statement of work (the "Proposal"). The Proposal and these Terms together form the contract between us (the "Agreement"). If they conflict, the Proposal takes precedence.

1.3 The Agreement starts when you accept the Proposal in writing, by signing it or by confirming acceptance by email. We will not start work before then.

1.4 These Terms are for business customers only. They do not apply to consumers.

1.5 Our SaaS products are covered by our separate Terms & Conditions, not by these Terms.

2. Scope of Work

2.1 Deliverables – We will provide the work described in the Proposal (the "Deliverables"), such as the number of page designs, templates and features.

2.2 Revisions – Each design stage includes the number of revision rounds stated in the Proposal. If the Proposal does not say, it includes two rounds. A revision round is one consolidated set of feedback from you, which we then make.

2.3 Not included – Unless the Proposal says otherwise, the following are not included: copywriting, photography, logo or brand design, search engine optimisation, content migration, hosting, domain registration, email setup, and ongoing maintenance or support after the warranty period in section 8.

2.4 Browsers and devices – The site will work on the current and previous major versions of Chrome, Edge, Firefox and Safari, on desktop and mobile, at the time of launch.

3. Changes

3.1 Any work outside the Proposal, including extra revision rounds, is a change. We will give you a written quote, and timeline impact, for each change before we start it.

3.2 We will only carry out a change once you have approved the quote in writing. Approved changes are added to the Agreement.

4. Your Responsibilities

4.1 You will provide the content, feedback, approvals, logins and access we reasonably need, by the dates in the Proposal or within 5 working days of our request.

4.2 You will choose one person to give feedback and approvals on your behalf.

4.3 Delays – If you are late in providing anything we need, the project timeline moves back by at least the length of the delay, and we may need to reschedule it around other work. If the project is on hold for more than 30 days because we are waiting for you, we may invoice for all work completed so far.

4.4 Your content – You confirm that you own, or have permission to use, all text, images, logos, trade marks and other material you give us ("Client Content"), and that our use of it for the project will not infringe anyone else's rights. You agree to indemnify us against any claim that it does.

5. Fees and Payment

5.1 Fees – Our fees are set out in the Proposal. All fees are exclusive of VAT, which is added where applicable.

5.2 Deposit – Unless the Proposal says otherwise, we invoice 50% of the fees when you accept the Proposal and the remaining 50% on launch or on acceptance of the Deliverables, whichever is earlier. Work starts once the deposit has been paid.

5.3 Payment terms – Invoices are due within 14 days of the invoice date.

5.4 Late payment – If an invoice is not paid on time, we may:

• charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998;
• pause work until the invoice is paid, with the timeline moving back accordingly; and
• withhold launch, or delivery of files, until all invoices due have been paid.

5.5 Expenses – Third-party costs, such as fonts, stock images, plugins or hosting, are only incurred with your approval, and are charged to you at cost.

5.6 Deposits – The deposit covers work scheduled and started, and is non-refundable except as set out in section 11.

6. Delivery and Acceptance

6.1 When a Deliverable is ready, we will tell you and give you access to review it.

6.2 You have 10 working days to review it and tell us in writing about any ways in which it does not meet the Proposal. We will fix those issues and give you the Deliverable to review again.

6.3 A Deliverable is accepted when the first of the following happens:

• you tell us in writing that you accept it;
• 10 working days pass without you telling us about any issues; or
• you put it into live use.

6.4 New requests that are not about meeting the Proposal are changes under section 3, not issues under section 6.2.

7. Intellectual Property

7.1 What becomes yours – Once you have paid all fees due under the Agreement, the copyright and other intellectual property rights in the designs and code we create specifically for your project (the "Bespoke Work") transfer to you. Until then, we grant you a licence to use the Bespoke Work for the purposes of the project.

7.2 What stays ours – We keep ownership of the tools, code libraries, components, templates, know-how and methods that we developed before or outside your project, or that are not specific to you ("Company Materials"). Where Company Materials form part of the Deliverables, we grant you a non-exclusive, perpetual, royalty-free licence to use, modify and host them as part of your website. You may not resell or distribute them separately.

7.3 Third-party materials – Fonts, stock images, plugins, frameworks and open-source software used in the Deliverables remain under their own licences, which we will tell you about. You are responsible for complying with those licences, and for renewing any paid licence that we buy on your behalf.

7.4 Your content – You keep all rights in Client Content. You grant us a licence to use it for the purpose of carrying out the project.

7.5 Portfolio – We may show the finished website, and a short description of our work on it, in our portfolio and marketing, unless you ask us not to in writing. We will never publish confidential information.

8. Warranty and Support

8.1 Warranty – For 30 days after launch, we will fix, free of charge, any defect that means the Deliverables do not work as set out in the Proposal.

8.2 The warranty does not cover problems caused by changes made by you or anyone other than us, by your hosting provider, by third-party services, or by browser or platform updates released after launch.

8.3 After the warranty – Further changes, fixes and support are charged at our standard rates, or can be covered by a separate maintenance agreement.

8.4 No guarantee of results – We do not guarantee any particular search engine ranking, amount of traffic, number of enquiries or level of sales.

9. Data Protection

9.1 Roles – Where we process personal data on your behalf in carrying out the project, you are the controller and we are the processor, under the UK GDPR and the Data Protection Act 2018.

9.2 Details of processing –

• Subject matter and purpose: designing, building, testing and launching your website.
• Duration: the length of the project and the warranty period, plus any time needed to return or delete the data.
• Types of personal data: names, job titles, photographs, contact details, testimonials, and any other personal data included in Client Content or in data you ask us to work with.
• Data subjects: your staff, customers, website users and any other people whose data you give us.

9.3 Our obligations – We will:

• process personal data only on your documented instructions, including those in the Proposal;
• make sure anyone at the Company who processes it is bound by confidentiality;
• take appropriate technical and organisational measures to keep it secure;
• help you respond to requests from individuals exercising their data protection rights, and to meet your obligations on security, breach notification and data protection impact assessments;
• tell you without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting your data;
• at the end of the project, delete or return the personal data as you choose, unless the law requires us to keep it; and
• give you the information you reasonably need to show that we are meeting these obligations, and allow for and contribute to reasonable audits.

9.4 Sub-processors – You give us general authorisation to use sub-processors. We currently use GitHub, Inc. (source code hosting, United States, with UK safeguards), together with any others named in the Proposal. We will tell you before adding or replacing a sub-processor, so that you can object. We will make sure every sub-processor is bound by data protection obligations no less protective than these.

9.5 International transfers – Where personal data is transferred outside the UK, we will make sure appropriate safeguards are in place, such as the International Data Transfer Agreement or Addendum, or an adequacy regulation.

9.6 Keeping personal data to a minimum – Wherever possible, we design and build using placeholder content, and you add real personal data, such as staff profiles and testimonials, through your website's content management system or at launch.

10. Limitation of Liability

10.1 Nothing in the Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law.

10.2 Subject to section 10.1, we are not liable for any loss of profits, revenue, business, goodwill or anticipated savings, for any loss or corruption of data, or for any indirect or consequential loss.

10.3 Subject to section 10.1, our total liability under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by you under the Agreement.

10.4 You are responsible for keeping your own backups of your website and data once it has been launched.

11. Termination

11.1 By either of us – Either of us may end the Agreement by giving the other 14 days' notice in writing.

11.2 For breach – Either of us may end the Agreement immediately by written notice if the other:

• materially breaches it and, where the breach can be put right, does not put it right within 14 days of being asked to; or
• becomes insolvent, enters administration or liquidation, or stops trading.

11.3 What happens on termination – If the Agreement ends for any reason:

• you will pay for all work carried out up to the date it ends, at the rates in the Proposal, together with any expenses already incurred, less any amounts already paid;
• if you end it without cause under section 11.1, the deposit is not refundable;
• if we end it without cause under section 11.1, we will refund any part of the deposit that exceeds the value of work carried out; and
• once all amounts due have been paid, section 7.1 applies to the Bespoke Work completed up to that date, and we will hand it over to you.

11.4 Sections 4.4, 5, 7, 9, 10 and 13 continue after the Agreement ends.

12. Confidentiality

12.1 Each of us will keep confidential any information about the other's business that is marked as confidential or would reasonably be considered confidential, and will only use it for the purposes of the Agreement.

12.2 This does not apply to information that is public, that the recipient already had or developed independently, or that must be disclosed by law.

13. General

13.1 Subcontracting – We may use subcontractors to carry out some of the work, but we remain responsible for their work.

13.2 Force majeure – Neither of us is liable for delays or failures caused by events outside our reasonable control.

13.3 Entire agreement – The Agreement is the whole agreement between us about the project. It replaces any earlier discussions or understandings.

13.4 Changes to these Terms – We may update these Terms from time to time. The version in force when you accept a Proposal applies to that project.

13.5 Severability – If any part of the Agreement is found to be invalid, the rest remains in effect.

13.6 Third-party rights – No one other than you and us has any right to enforce the Agreement.

13.7 Notices – Notices under the Agreement must be in writing and may be sent by email. Notices to us go to hello@geekyco.de.

14. Governing Law

14.1 The Agreement is governed by the laws of England and Wales.

14.2 We will try to resolve any dispute through good-faith discussion first. If that does not work, the courts of England and Wales have exclusive jurisdiction.