1.What These Terms Cover
These terms apply to every website design, web application, e-commerce build, redesign, custom software, integration, plugin, theme, mobile or desktop application, SEO set-up and related development work that WebsNP carries out for you. They form part of our Terms and Conditions and are completed by the quotation, proposal or project scope document we agree with you (the "Project Scope").
If the Project Scope and these terms disagree on a point, the Project Scope governs that point for that project. Anything not written in the Project Scope is outside the project. Clear scoping protects both sides, so please read it carefully before you approve it.
2.Quotation, Scope and Change Requests
- A quotation states the deliverables, the pages or features included, the number of design revision rounds, the technology, the timeline, the price and the payment schedule. It is valid for the period stated on it, usually 14 days.
- You approve a quotation by written confirmation, by paying the deposit, or by instructing us to begin. Any of these makes the Project Scope binding.
- A change request is any work beyond the Project Scope, such as new pages, extra features, a different design direction after approval, a new integration, or content in an additional language. We will estimate its cost and effect on the timeline and start it only after you approve the estimate in writing.
- Work we do in good faith at your request without a written estimate is billable at our normal rates.
3.What We Need From You
A project runs on time when each side does its part. You agree to:
- Name one person who can give instructions and approvals for your side, and respond to requests for content, feedback and approvals within 5 working days.
- Provide text, images, logos, product data, brand material and credentials in a usable form. Content you supply is your responsibility, and you confirm you have the right to use it.
- Pay for third-party items the project needs unless the quotation includes them, such as premium themes and plugins, stock images, fonts, paid APIs, SMS or payment gateway accounts, hosting and domain names.
- Complete any registration, KYC, merchant or business verification that a payment gateway, marketplace, SMS provider or government service requires in your own name. These approvals are issued by the third party, not by us, and their timing is outside our control.
- Make sure the finished site meets the legal requirements of your own industry, such as licences, disclaimers, price display and consumer information, and publish a privacy policy and terms suitable to your business.
4.Fees and Payment Schedule
Unless the Project Scope says otherwise, projects are paid in stages:
- Deposit before work begins. It reserves our time and covers discovery and planning, and it is non-refundable once work has started.
- Milestone payments as set out in the Project Scope, each due when the milestone is delivered for your review. Where a milestone is not stated, it is due on completion of the design approval stage and on the staging version being ready.
- Final balance before launch, handover of source files, transfer of credentials or release of the final licence keys.
Invoices are payable within 7 days unless they state otherwise. If an invoice is overdue we may pause work, and we may withhold delivery, until it is paid. A project that is paused for non-payment is not counted against our delivery dates. Fees are exclusive of VAT and any other tax unless the quotation says so, and exclusive of third-party costs described above.
5.Timelines and Delays
Delivery dates are estimates based on the information, content and approvals available when we quoted and are expressed as working days from the date we have received the deposit and everything we need to begin. They move when feedback, content or payment reaches us late, when scope changes, or when a third party we depend on is slow.
If a project is stalled by you for more than 30 days, we may treat it as paused. Restarting it may need a new slot in our schedule and, where the work has aged, a re-estimate. If it is stalled for more than 90 days we may close it, invoice the work done and keep the deposit.
6.Design Revisions and Approvals
The number of revision rounds is in the Project Scope. A round is a single consolidated set of feedback, not a series of separate messages. Feedback that changes something you have already approved, or that goes beyond the agreed direction, is a change request.
Once you approve a stage in writing, including by email or message, we build on it. Reopening an approved stage later may involve additional cost and delay.
7.Testing, Acceptance and Launch
We test our work before delivery. When we make it available for review on a staging site or in a demo, you have 7 working days to test it against the Project Scope and report in writing anything that does not conform. We will correct genuine non-conformities promptly.
The work is treated as accepted at the earliest of: your written confirmation, your use of it live, or the end of that review period without a written report of a non-conformity. A new idea, a preference or a change of mind after acceptance is a change request, not a defect.
8.Intellectual Property and Source Code
- On full payment, ownership of the bespoke design and custom code we created specifically for you under the Project Scope passes to you, or where the Project Scope says so, you receive an exclusive, perpetual licence to use them. Until payment is complete, you have only a licence to review the work.
- We keep ownership of our pre-existing tools, frameworks, libraries, components, templates, know-how and methods, including anything we developed before or outside the project and any improvements to them that are not specific to you. You receive a non-exclusive, perpetual licence to use them as part of the delivered work.
- Third-party and open-source components, such as WordPress, WooCommerce, Laravel, themes, plugins and fonts, remain under their own licences, which we do not own and cannot change. We will tell you where a premium licence is needed for you to keep using it.
- Your content stays yours. You give us the right to use it to build, host and test the project.
- Source code is delivered where the Project Scope states it. For websites and web applications this is normally the code that runs the site. For a product we sell under licence, rather than build for you alone, the source code stays with us and Section 3 of our Software Licence Terms applies.
- Unless you ask us in writing not to, we may show the finished project in our portfolio, case studies and marketing material, and place a discreet "Built by WebsNP" credit in the footer. We will never publish your confidential data.
9.Defect Correction Period
For 30 days after delivery, or after launch if launch is within that period, we will correct, at no charge, any defect where the delivered work does not behave as the Project Scope describes. To qualify the defect must be reproducible and reported in writing.
This correction period does not cover: changes you or anyone else make to the code or content; problems caused by third-party plugins, updates or services; a server, hosting or browser environment other than the one we specified; content errors; hacking or malware arising from weak passwords or neglected updates; new features and design changes; or a deliberate misuse of the system. These are billed at our normal rates, or covered by a maintenance plan if you have one.
Software is never completely free of defects. This period is how we promise to deal with them, and it is subject to the limits in our Disclaimers.
10.Hosting, Domains and Ongoing Care
- Hosting, domain registration, SSL, business email and licences are separate services, billed separately, unless the Project Scope includes them for a stated period. They are governed by the Terms and by the Domain Registration Agreement.
- A website needs ongoing care: updates, security patches, backups and monitoring. These are not part of a build price. If you want us to look after them, ask for a maintenance plan, which we contract for separately.
- If you host elsewhere, we deliver to the environment you give us access to, and we are not responsible for its configuration, speed, security or availability.
- On final payment we hand over the administrative access we hold for the project. We may keep a copy of the project for the defect period and for our records.
11.Search Engines, Marketing and Results
We build sites with sound technical foundations for search, speed and accessibility. Rankings, traffic and sales depend on factors beyond our control, as explained in our Disclaimers. Unless the Project Scope says otherwise, search engine optimisation, advertising management and content marketing are not included in a build price. Where they are included, the Project Scope states the specific tasks we will carry out and does not promise a position or a result.
12.Confidentiality and Data
Each side will keep the other's non-public business information, credentials and project material confidential, use it only for the project, and protect it with reasonable care. This does not apply to information that is public through no fault of the recipient, that the recipient already had, or that the law requires it to disclose.
If we handle personal data of your customers while building or supporting your system, we do so only on your instructions, as set out in our Privacy Policy.
13.Cancelling or Ending a Project
- If you cancel, you pay for all work done and costs committed up to the date we receive your written notice, plus any non-cancellable third-party costs. The deposit is not refundable. We hand over the work completed and paid for to that date, subject to payment.
- If we end the project because you have not paid, have not responded for the period in Section 5, have breached these terms or the Acceptable Use Policy, or have asked for something unlawful, the same applies.
- If we cannot deliver, or we end the project without a breach on your part, we will refund the part of the fees you have paid that relates to work we have not carried out.
Because these services are commissioned and tailored work, the refund rules for them are set out here and in Section 4.5 of the Terms. A completed project is not refundable on the ground that you changed your mind or that your business plans changed.
14.Liability and Subcontractors
The limitation of liability in Section 8 of the Terms applies. For a project, the "amount paid for the specific service" in that clause means the fees you paid us for that project in the three months before the event that gave rise to the claim, or, where the fees were paid in a single stage, that amount.
We may use trusted freelancers and partner firms to carry out part of a project. We remain responsible to you for their work and we bind them to confidentiality.
15.Questions About This Document
If any part of this document is unclear, or you need it explained before you order, open a ticket from your client area or email us and a human will answer. We would rather explain a clause now than argue about it later.