Terms & Conditions

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1. About Us and How to Contact Us

  • Trading name: LINE23 Web Solutions
  • Email: Email me

2. Definitions

  • Project: The work described in our proposal/Statement of Work (SOW) and any agreed change requests.
  • Deliverables: Items we produce (e.g., website code, designs, documents, assets) as set out in the SOW.
  • Services: Web strategy, UX/UI design, web development, content integration, hosting support, maintenance, and related services we agree.
  • SOW: Statement of Work detailing scope, timeline, fees, and assumptions for a Project.
  • Client Materials: Content, logos, copy, brand assets, and other materials provided by the client.
  • Third‑party Services: Services or products provided by others (e.g., hosting, domains, fonts, plugins, analytics, CDN, email providers).

3. How We Form a Contract

  • Our proposal/SOW is an invitation to treat and is valid for 30 days unless stated otherwise.
  • A binding contract forms when the client accepts the SOW in writing (email is sufficient) or pays the first invoice. These Terms apply alongside the SOW; if there is a conflict, the SOW takes priority.

4. Scope and Change Control

  • We will deliver the Services and Deliverables set out in the SOW.
  • Reasonable minor amendments are included; anything else is treated as a change request. We will quote for changes and will not proceed without written client approval.
  • Assumptions and exclusions in the SOW form part of the scope.

5. Client Responsibilities

  • Provide timely access to stakeholders, content, and systems needed to deliver the Project.
  • Give clear feedback and approvals within 5 working days unless the SOW states otherwise. Delays may extend the timeline and incur pause/restart fees (see Clause 11).
  • Ensure they have the right to use Client Materials. Clients are responsible for accuracy and legal compliance of their content (including privacy, cookies, disclaimers, and sector‑specific rules).

6. Fees, Expenses, and Payment

  • Fees are set out in the SOW and are inclusive of VAT unless stated.
  • Typical schedule (adjustable in SOW): 50% deposit to schedule work, 50% on go‑live or 14 days after staging handover, whichever is earlier.
  • Time‑and‑materials work is billed at £95/hour or £760/day. Minimum billing increment: 30 minutes.
  • Out-of-pocket expenses (e.g., fonts, stock assets, software, travel) are recharged at cost with prior approval.
  • Invoices are payable within 14 days by bank transfer.
  • Late payment: We may charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) and suspend work until payment is received.

7. Timeline and Scheduling

  • We will use reasonable care and skill to meet the agreed timeline. Timelines depend on timely client inputs and approvals.
  • If the client requests a delay or is unresponsive for more than 10 working days, we may reallocate the slot. Restart may require a new deposit and revised schedule.

8. Content, Revisions, and Acceptance

  • Content freeze: Before development, a content freeze date may be agreed. Changes after this date may be treated as change requests.
  • Design/development rounds: Unless stated otherwise in the SOW, pricing includes up to 2 rounds of design revisions and 1 round of minor development tweaks.
  • User acceptance testing (UAT): We provide a staging site for UAT. Clients review and confirm acceptance in writing. If no response is received within 5 working days, Deliverables are deemed accepted.

9. Intellectual Property

  • Pre‑existing IP: Each party retains ownership of its pre‑existing IP.
  • Client Materials: Clients grant us a non-exclusive, worldwide license to use Client Materials for the Project and to showcase the Project in our portfolio and marketing (see Clause 17).
  • Deliverables: Once all fees are paid, we grant clients a non-exclusive, perpetual, worldwide license to use Deliverables for their business purposes as described in the SOW. Until full payment, we retain all rights.
  • Third‑party materials and open source: Third-party components are used under their licenses (e.g., MIT, GPL, font licenses). Client use is subject to those terms.
  • Developer tools: We retain rights to our libraries, starter kits, workflows, and know-how. Generalized code patterns and techniques may be reused.

10. Hosting, Domains, and Third‑Party Services

  • Unless stated otherwise in the SOW, clients are responsible for hosting, domain, email, and other Third‑party Services contracts and fees.
  • We may help set up or configure Third‑party Services as an agent. We are not responsible for performance, availability, pricing changes, deprecations, or data handling.
  • Service levels, backups, and uptime are governed by the Third‑party provider’s terms.

11. Pauses, Cancellations, and Termination

  • By the client: Projects may be paused or terminated with 14 days’ written notice. Clients pay for work completed, committed costs, and reasonable demobilisation fees. Deposits are non-refundable once work has started or time reserved.
  • By us: We may pause or terminate if invoices are overdue, if clients breach these Terms, if continuing would be unlawful, or for persistent non-responsiveness.
  • Effect: On termination, we provide in-progress work and reasonable handover notes once amounts due are paid. Licenses to Deliverables only take effect when paid in full.

12. Warranties and Support

  • Warranty: For 30 days from go-live, we remediate defects in our code that materially depart from the SOW, excluding issues caused by Third‑party Services, client changes, content changes, or environment changes.
  • Post-launch changes: Billable or covered under a separate maintenance plan.
  • Maintenance/retainer (optional): Support plan sets response targets, inclusions, and monthly fees. Unused time does not roll over unless agreed in writing.

13. Accessibility, Performance, and SEO

  • Accessibility: Reasonable conformance with WCAG 2.1 AA where agreed. Compliance depends on client content and Third‑party embeds.
  • Performance: Follows good practices; scores vary by device, network, and third-party scripts.
  • SEO: Implements on-page technical basics if included in SOW. Rankings or traffic are not guaranteed.

14. Data Protection and Privacy (UK GDPR)

  • Roles: Clients are generally the controller of personal data processed via their website. We act as processor when processing personal data on their behalf.
  • Processor terms: A UK GDPR-compliant data processing addendum (DPA) applies when acting as processor. Provided on request.
  • Security: Appropriate technical and organisational measures are taken.
  • Sub-processors: Reputable sub-processors may be used; we remain responsible when acting as processor.
  • Analytics and cookies: Clients are responsible for cookie and privacy compliance on their site; we may assist.

15. Confidentiality

We keep client confidential information secret and use it only to deliver Services, except where disclosure is required by law or information is already public. Clients keep our confidential information (including pricing and proposals) confidential too.

16. Non‑solicitation

During the Project and for 6 months after, clients agree not to directly solicit for employment or freelance engagement any person introduced by us in connection with the Project without written consent.

17. Credits and Portfolio

  • We may include a discreet “Site by LINE23 Web Solutions” credit and link in the footer unless requested otherwise in writing before launch.
  • We may showcase the Project and Deliverables in our portfolio, case studies, and social media without disclosing confidential information.

18. Liability

  • Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot legally be limited under Scots law.
  • We are not liable for indirect, special, or consequential losses, loss of profit, revenue, data, goodwill, or business interruption.
  • Total aggregate liability is limited to total fees paid for the specific SOW giving rise to the claim in the 12 months before the claim.

19. Force Majeure

We are not responsible for delays or failure caused by events beyond reasonable control (e.g., internet outages, provider failures, strikes, epidemics, acts of government). Both parties will seek to mitigate impacts.

20. Subcontracting and Assignment

  • We may subcontract parts of the Services to trusted specialists but remain responsible for Deliverables under the SOW.
  • Clients may not assign the contract without prior written consent.

21. Notices

Formal notices may be given by email to the addresses stated in the SOW and are deemed received the next working day in Scotland after sending, unless a bounce-back is received.

22. Dispute Resolution, Governing Law, and Jurisdiction

  • Parties will first attempt to resolve issues informally, then escalate to senior contacts if needed.
  • These Terms and any SOW are governed by the laws of Scotland. The Scottish courts have exclusive jurisdiction.

23. Priority, Severability, and Entire Agreement

  • Order of precedence: SOW > these Terms > any other document. Handwritten changes only apply if both parties agree in writing.
  • If a clause is unenforceable, the rest remains in force. These Terms and the SOW are the entire agreement and replace prior discussions.

24. Changes to These Terms

We may update these Terms from time to time. The version that applies to a Project is the version attached to or referenced in the SOW accepted by the client, unless both parties agree otherwise in writing.