Terms of Business

1Definitions and Contract Formation

The Freelancer

Hope Ikegwuru, a sole trader, of Allia Future Business Centre, London Road, Peterborough, PE2 8AN. VAT registration number: 487065655. Email: hi@hopeikegwuru.com.

The Client

The person, company, or entity purchasing the web development services.

Consumer

A Client who is an individual acting for purposes wholly or mainly outside their trade, business, craft or profession.

The Project

The specific design, development, and engineering services detailed in the approved Proposal or Statement of Work (SOW).

The Agreement

This document alongside the approved Proposal or SOW. If any conflict arises between these Terms and the SOW, the SOW takes precedence.

Business Day

Monday to Friday, excluding bank holidays in England.

2Scope of Work and Amendments

Included Services

The Freelancer will perform only the specific technical and creative tasks outlined in the SOW.

Scope Creep and Variations

Any requests for additional features, pages, integrations, or modifications outside the original SOW will be treated as separate tasks. These will either be quoted as a fixed fee or billed at the Freelancer's standard hourly rate of £50.00 per hour.

Third-Party Licences and Costs

The Client is solely responsible for purchasing, maintaining, and providing licences for any premium plugins, CMS extensions, third-party APIs, web fonts, or software platforms required for the Project, and for all ongoing third-party costs such as hosting, domain names, API usage and payment processing fees, unless the SOW states otherwise. Open-source and third-party components remain subject to their own licence terms.

Legacy CMS Disclaimer

When hired to update or modify an existing website built on a Content Management System (CMS), the Freelancer works strictly on an "as-is" basis regarding the pre-existing codebase. The Freelancer is not liable for fixing inherited bugs, security vulnerabilities, or poor code practices from previous developers unless explicitly scoped and budgeted in the SOW.

Brittle Code Clause

If the Freelancer discovers that the legacy codebase or CMS environment is too unstable or poorly constructed to safely support the requested updates, the Freelancer reserves the right to halt work, present a revised quote, or terminate the contract with payment due for all hours logged up to that point.

3Client Obligations and Deadlines

Asset Provision

The Client must supply all required content (copy, high-resolution imagery, video assets, brand guidelines) and administrative logins within 5 Business Days of project kick-off. Logins should be shared by a secure method, such as a password manager, and the Client may change them once the Project is complete.

Client Content

The Client confirms that it owns, or has permission to use, all text, images, logos, video and other materials it supplies for the Project, and that their use will not infringe anyone else's rights. The Client is responsible for any claims, losses and costs arising from the use of that material as supplied.

Project Dependencies

The Freelancer is not responsible for missed launch dates or project delays caused directly by the Client's delay in providing content, approvals, or required technical access.

Project Dormancy

If the Client fails to provide feedback or assets and remains completely unresponsive for more than 14 consecutive days, the Freelancer reserves the right to pause the project, invoice immediately for all work completed to date, and apply a project restart fee of £150.00 to reschedule the work.

4Fees and Payment Terms

Upfront Deposit

A deposit of 50% of the total project fee is required before any development, environment provisioning, or design work commences. The deposit reserves the Freelancer's time in the schedule and is credited in full against the total project fee. Once work has started, the deposit is non-refundable except as set out in Section 11 (Termination) and Section 12 (Consumer Clients).

Milestone Payments

For phased projects, interim payments will be tied to specific project milestones (e.g., 25% upon approved UI/UX design or staging-site deployment) as outlined in the SOW.

Final Balance

The remaining balance must be paid in full and clear into the Freelancer's account before the website is deployed to the production environment, transferred to the Client's repository, or launched live.

VAT

The Freelancer is registered for VAT. All quoted and agreed fees, rates and charges in this Agreement and in any Proposal or SOW include VAT at the applicable rate, so the amount quoted is the total amount the Client pays.

Payment Windows

All invoices must be paid within 14 calendar days of the invoice date.

Late Payment Interest

For business clients, the Freelancer reserves the right to charge statutory interest and fixed compensation on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

5Testing, Environment, and Acceptance

Browser Compatibility

Custom-built websites and applications will be optimised and tested for the latest stable versions of major modern desktop and mobile browsers (specifically Google Chrome, Apple Safari, Mozilla Firefox, and Microsoft Edge). No cross-browser compatibility, testing, or visual pixel-perfection is guaranteed for outdated or deprecated browsers (such as Internet Explorer or legacy mobile webviews).

Target Environment

Custom-built applications are designed to operate within the specific runtime, serverless framework, or hosting architecture documented in the SOW. The Freelancer cannot guarantee performance if deployed to an unapproved environment.

User Acceptance Testing (UAT)

Upon receiving a staging or preview link, the Client has a testing window of 7 calendar days to review the site and report bugs or deviations from the SOW. If no bugs are reported in writing within this period, the website will be deemed approved and accepted, and final billing will be triggered.

6Code Integrity and Client Access

Client Access

The Client may hold administrative access to its own accounts (including hosting, domain, payment and CMS accounts) at all times. To protect the integrity of the work, the Client agrees that during active development and the post-launch warranty period, changes to the code repository, hosting configuration and CMS settings will be made only by the Freelancer, unless agreed otherwise in writing.

Unauthorised Modifications

If the Client or any third party alters, edits, injects code, or changes settings in the repository or website environment during this time without the Freelancer's written agreement, the Freelancer's bug-fix warranty is voided for the affected functionality. Any time spent by the Freelancer diagnosing, troubleshooting, or repairing issues caused by such changes will be billed at the standard hourly rate.

7Intellectual Property (IP) Rights

Transfer of Ownership

Full ownership and copyright of the custom design, asset arrangements, and bespoke source code written specifically for the Client will transfer to the Client only upon receipt of final payment in full.

Freelancer Intellectual Property

The Freelancer retains ownership of any generic code snippets, pre-existing frameworks, starter repositories, build scripts, or developer tools used during the project. On final payment, the Freelancer grants the Client a perpetual, non-exclusive, royalty-free licence to use any of these that are incorporated into the Project, as part of the Project.

Portfolio Rights

The Freelancer may display screenshots, video walkthroughs, and links to the completed website within their professional portfolio, case studies, and marketing materials. If the Client is bound by confidentiality obligations or would prefer the Project not to be shown, the Client may ask in writing before launch, and the Freelancer will not display it publicly.

Code Repository and GitHub Transfer

During the development phase, all source code will be maintained in a private repository controlled by the Freelancer. Upon final payment in full, the Freelancer will transfer repository ownership, push the final code to the Client's designated GitHub account, or grant administrative access as required. The Freelancer is not responsible for any hosting costs, repository fees, or security breaches associated with the Client's personal or corporate GitHub account following the transfer.

8Confidentiality and Data Protection

Confidentiality

Each party will keep confidential any non-public information it receives from the other about its business, customers, finances, systems or plans, and will use it only for the Project. This does not apply to information that is already public, was independently developed, or must be disclosed by law. This obligation continues after the Agreement ends.

Data Protection

Where the Freelancer handles personal data on the Client's behalf (for example, customer, booking or payment records held in the website or its database), the Client is the controller and the Freelancer is the processor under the UK GDPR and the Data Protection Act 2018. The nature and purpose of the processing, the types of data and the data subjects are those needed to deliver the Project as described in the SOW, for the duration of the Project and warranty period.

Processor Obligations

The Freelancer will: (a) process the personal data only on the Client's documented instructions; (b) ensure that anyone authorised to process it is bound by confidentiality; (c) apply appropriate technical and organisational security measures; (d) use sub-processors, such as hosting or email providers, only on terms offering equivalent protection, and the Client gives general authorisation for those named in the SOW; (e) help the Client respond to requests from individuals exercising their data rights; (f) notify the Client without undue delay after becoming aware of a personal data breach; (g) delete or return the personal data at the end of the Project, at the Client's choice, unless the law requires it to be kept; and (h) provide the information reasonably needed to show compliance with these obligations.

9Post-launch Warranty and Maintenance

Limited Bug Warranty

The Freelancer provides a 90-day warranty period beginning immediately upon site launch or technical handover. This warranty covers the remediation of functional bugs or errors that deviate directly from the original SOW specifications.

Warranty Exclusions

This warranty strictly excludes faults caused by subsequent third-party software updates, CMS platform updates, API deprecations, server-side hosting outages, or Client modifications.

No Ongoing Obligation

Beyond the initial warranty period, the Freelancer is under no obligation to provide technical support, security patching, site backups, or software upgrades unless the Client enters into a separate signed Monthly Maintenance and Retainer Agreement.

Search Engine Optimisation (SEO) Disclaimer

The Freelancer will build the custom stack or apply CMS updates using semantic code structures and modern technical best practices designed to be accessible to search engine crawlers. However, the Freelancer does not guarantee specific keyword rankings, Google indexing speeds, organic search traffic volumes, or positions on Search Engine Results Pages (SERPs). The Client acknowledges that SEO rankings are governed by volatile, third-party search engine algorithms and ongoing content strategy completely beyond the Freelancer's control.

10Limitation of Liability

Financial Cap

To the maximum extent permitted by applicable law, the Freelancer's total liability for any claims, errors, damages, or breaches arising out of this Agreement is limited to the total fees paid or payable by the Client to the Freelancer under this Agreement.

Exclusion of Consequential Loss

The Freelancer is not liable to the Client for any indirect or consequential losses, or for loss of profit, loss of business revenue, data corruption, e-commerce transaction failures, server downtime, or third-party legal claims resulting from the operation or malfunction of the website.

Liability That Cannot Be Limited

Nothing in this Agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

11Termination

Termination for Convenience

Either party may end this Agreement at any time by giving 14 days' written notice to the other party. The Freelancer will continue work during the notice period unless the Client asks in writing for work to stop sooner.

Payment on Termination

If the Client ends the Project before delivery, the Client must pay for all work carried out and milestones reached up to the end of the notice period, or up to the date the Client asks for work to stop if earlier, at the agreed project rates or the standard hourly rate. The deposit is credited against this amount. If the value of the work done is less than the deposit, the deposit is retained to cover the Freelancer's reserved time; if it is more, the Client will pay the difference.

Material Breach

The Freelancer may terminate this Agreement immediately by written notice if the Client fails to pay an invoice when due, behaves abusively, or materially breaches Section 8 (Confidentiality and Data Protection).

Handover on Termination

On termination, the Freelancer will hand over the completed work once all amounts due have been paid. Sections 7, 8, 10, 13 and 14 continue to apply after the Agreement ends.

12Consumer Clients

This section applies only where the Client is a Consumer. If it conflicts with any other part of this Agreement, this section takes precedence.

Right to Cancel

A Consumer who enters this Agreement online, by email, by phone, or otherwise away from the Freelancer's business premises may cancel within 14 days of the day the Agreement is made, without giving a reason, by telling the Freelancer clearly in writing (an email to hi@hopeikegwuru.com is enough).

Starting Work Within the Cancellation Period

The Freelancer will only begin work during the 14-day cancellation period if the Consumer expressly asks in writing. If the Consumer then cancels within that period, they will pay a proportionate amount for the work done up to the time they cancelled, and the rest of any deposit will be refunded within 14 days. If the services are fully completed within the cancellation period at the Consumer's request, and the Consumer has acknowledged that they will lose the right to cancel once the work is complete, the right to cancel no longer applies.

Deposits

For Consumers, the Freelancer will keep only the part of any deposit that reflects work done or costs reasonably incurred; any balance will be refunded.

Statutory Rights

Under the Consumer Rights Act 2015, the services must be carried out with reasonable care and skill. Nothing in this Agreement affects those rights, and any limitation in Section 10 applies to Consumers only so far as the law permits.

13General

Entire Agreement

This Agreement, together with the approved Proposal or SOW, is the entire agreement between the parties and replaces any earlier discussions, proposals or understandings about the Project.

Changes to the Agreement

Any change to this Agreement must be agreed in writing by both parties. Email is sufficient.

Notices

Notices under this Agreement must be in writing and sent by email to the address each party uses for the Project (for the Freelancer, hi@hopeikegwuru.com) or by post to the addresses given in this Agreement or the SOW. An email notice is treated as received on the next Business Day after it is sent.

Events Beyond Reasonable Control

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, such as hosting or platform outages, internet failures, serious illness, or natural events. If such an event continues for more than 30 days, either party may end this Agreement by written notice, with payment due for work completed up to that date.

Severability

If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement will continue in full force.

Third-Party Rights

No one other than the Freelancer and the Client has any right to enforce this Agreement under the Contracts (Rights of Third Parties) Act 1999.

14Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the laws of England and Wales. Both parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute, except that a Consumer living in Scotland or Northern Ireland may also bring proceedings in their local courts.