Terms & Conditions

Last updated: 9/09/2025

1) About me and how to contact me

Trading name: LINE23 Web Solutions (the “Agency”, “I”, “me”, “my”)
Email: rhys@line23.dev

2) Definitions

Project: the work described in my proposal/Statement of Work (SOW) and any agreed change requests.
Deliverables: items I produce (for example, 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 that details scope, timeline, fees, and assumptions for a Project.
Client Materials: content, logos, copy, brand assets, and other materials you supply.
Third‑party Services: services or products provided by others (for example, hosting, domains, fonts, plugins, analytics, CDN, email providers).

3) How we form a contract

My proposal/SOW is an invitation to treat and is valid for 30 days unless stated otherwise.
A binding contract forms when you accept the SOW in writing (email is fine) or pay the first invoice, and these Terms apply alongside the SOW. If there’s a conflict, the SOW takes priority.

4) Scope and change control

I’ll deliver the Services and Deliverables set out in the SOW.
Reasonable minor amendments are included; anything else is a change request. I’ll quote for changes and won’t proceed without your written approval.
Assumptions and exclusions in the SOW form part of the scope.

5) Your 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 extend the timeline and may incur pause/restart fees (see Clause 11).
Ensure you have the right to use Client Materials. You’re responsible for accuracy and legal compliance of your 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 (adjust 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 (for example, fonts, stock assets, software, travel) will be recharged at cost with prior approval.
Invoices are payable within 14 days by bank transfer to the account shown on the invoice.
Late payment: I 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

I’ll use reasonable care and skill and aim to meet the agreed timeline. Timelines depend on your timely inputs and approvals.
If you request a delay or are unresponsive for more than 10 working days, I may reallocate the slot. A restart may require a new deposit and a revised schedule.

8) Content, revisions, and acceptance

Content freeze: before development, we may agree a content freeze date. Changes after this date may be treated as change requests.
Design/development rounds: unless stated otherwise in the SOW, my pricing includes up to 2 rounds of design revisions and 1 round of minor development tweaks.
User acceptance testing (UAT): I’ll provide a staging site for UAT. You’ll review and confirm acceptance in writing. If you don’t respond within 5 working days after delivery, the Deliverables are deemed accepted.

9) Intellectual property

Pre‑existing IP: Each of us keeps ownership of our pre‑existing IP.
Client Materials: You grant me a non‑exclusive, worldwide licence to use Client Materials for the Project and to showcase the Project in my portfolio and marketing (see Clause 18).
Deliverables: When you’ve paid all fees due, I grant you a non‑exclusive, perpetual, worldwide licence to use the Deliverables for your own business purposes as described in the SOW. Until full payment, I retain all rights.
Third‑party materials and open source: I may use third‑party components under their licences (for example, MIT, GPL, font licences). Your use is subject to those terms.
Developer tools: I retain all rights to my libraries, starter kits, workflows, and know‑how. I may reuse generalised code patterns and techniques.

10) Hosting, domains, and third‑party services

Unless the SOW states otherwise, you are responsible for your hosting, domain, email, and other Third‑party Services contracts and fees.
I may help set up or configure Third‑party Services as an agent on your behalf. I’m not responsible for their 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 you: You may pause or terminate on 14 days’ written notice. You’ll pay for work completed to date, committed costs, and a reasonable demobilisation fee. Deposits are non‑refundable once I’ve reserved time/started work.
By me: I may pause or terminate if invoices are overdue, if you breach these terms, if continuing would be unlawful, or for persistent non‑responsiveness.
Effect: On termination, I’ll provide in‑progress work and reasonable handover notes once amounts due are paid. Licences to Deliverables only take effect when paid in full.

12) Warranties and support

Warranty: For 30 days from go‑live, I’ll remediate defects in my code that materially depart from the SOW, excluding issues caused by Third‑party Services, your changes, content changes, or environment changes.
Post‑launch changes and enhancements are billable or covered under a separate maintenance plan.
Maintenance/retainer (optional): If agreed, a support plan will set out response targets, inclusions, and monthly fees. Unused time does not roll over unless agreed in writing.

13) Accessibility, performance, and SEO

Accessibility: I aim for reasonable conformance with WCAG 2.1 AA where agreed in the SOW. Compliance depends on your content and Third‑party embeds.
Performance: I follow good practices, but scores can vary by device, network, and third‑party scripts.
SEO: I implement on‑page technical basics if included in the SOW. I can’t guarantee rankings or traffic.

Roles: Generally, you are the controller of personal data processed via your website. Where I process personal data on your behalf (for example, in maintenance), I act as a processor.
Processor terms: If I process personal data as a processor, a UK GDPR‑compliant data processing addendum (DPA) will apply in addition to these Terms. I’ll provide a DPA on request.
Security: I take appropriate technical and organisational measures proportionate to the Services provided.
Sub‑processors: I may use reputable sub‑processors (for example, hosting, CI/CD). I remain responsible for them when acting as your processor.
Analytics and cookies: I currently use Umami in cookieless mode on my own site. For your site, cookie and privacy compliance remains your responsibility. I can assist, but you must decide your lawful bases and notices.

15) Confidentiality

I’ll keep your confidential information secret and use it only to deliver the Services, except where disclosure is required by law or information is already public. You’ll keep my confidential information (including pricing and proposals) confidential too.

16) Non‑solicitation

During the Project and for 6 months after, you agree not to directly solicit for employment or freelance engagement any person I introduce to you in connection with the Project, without my written consent.

17) Credits and portfolio

I may include a discreet “Site by LINE23 Web Solutions” credit and link in the footer unless you ask me not to in writing before launch.
I may showcase the Project and Deliverables in my portfolio, case studies, and social media. I won’t disclose 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.
I’m not liable for indirect, special, or consequential losses, loss of profit, revenue, data, goodwill, or business interruption.
My total aggregate liability arising out of or in connection with the Services is limited to the total fees paid by you for the specific SOW giving rise to the claim in the 12 months before the claim.

19) Force majeure

I’m not responsible for delays or failure caused by events beyond my reasonable control (for example, internet outages, provider failures, strikes, epidemics, acts of government). I’ll notify you and both of us will try to mitigate.

20) Subcontracting and assignment

I may subcontract parts of the Services to trusted specialists. I remain responsible to you for Deliverables under the SOW.
You may not assign the contract without my prior written consent, not to be unreasonably withheld.

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

We’ll each try to resolve issues informally first, then escalate to senior contacts.
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

I 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 you accepted, unless we both agree otherwise in writing.