Terms and conditions

Updated: 12 December, 2025

1. Introduction

These Terms & Conditions (“Agreement”) govern the relationship between Darren Sims, operating as a freelance Webflow developer (“Developer”), and any client (“Client”) who engages the Developer for web‑design, development, or related services (“Services”). By commissioning the Developer, the Client accepts all provisions herein.

2. Scope of Services

Project Work

‍A defined deliverable (e.g., a complete website, redesign, migration) with a fixed scope, timetable and price agreed in a written proposal or Statement of Work (“SOW”).

Retainer Work

‍Ongoing, as‑needed support (e.g., updates, bug fixes, optimisations or new content) billed on a recurring basis (weekly, monthly or quarterly) as set out in a Retainer Agreement.

The SOW or Retainer Agreement forms part of this Agreement once signed by both parties.

3. Project Terms

  1. Deliverables & Milestones – The SOW will list each milestone, associated deliverable and the payment trigger. The Developer will notify the Client on completion of each milestone.
  2. Revisions – The SOW specifies the number of revision rounds included. Additional revisions are chargeable at the rate stated in the SOW.
  3. Client Responsibilities – The Client must supply all content, branding assets, access credentials and approvals promptly. Delays caused by the Client may extend delivery dates without penalty to the Developer.
  4. Change Orders – Any alteration to the original scope must be recorded in writing. The Developer will provide a revised estimate; work proceeds only after the Client’s written acceptance.

4. Retainer Terms

  1. Retainer Period – Defined in the Retainer Agreement (e.g., “30-day rolling" "month‑to‑month” or a fixed term). Either party may terminate with 30 days’ written notice.
  2. Scope of Retainer – The Agreement outlines the maximum hours or types of tasks covered per billing cycle. Hours exceeding the retainer limit are billed at the standard hourly rate.
  3. Response Times – The Developer commits to acknowledging retainer tickets within X business days (as specified). Critical issues may be escalated according to the priority matrix in the Retainer Agreement.

5. Payment

  • Invoices – Issued according to the schedule in the SOW or Retainer Agreement. Payments are due within 14 days of the invoice date unless otherwise agreed.
  • Late Payment Interest – Unpaid amounts accrue interest at the statutory rate (currently 8 % per annum) from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
  • Method – Payments accepted via bank transfer, Stripe or any other mutually agreed method. All transaction fees are the Client’s responsibility unless otherwise noted.

6. Intellectual Property

  1. Pre‑Existing Materials – Each party retains ownership of its pre‑existing IP.
  2. Work‑Made‑For‑Hire – Upon full payment, the Developer assigns all rights, title and interest in the final deliverables to the Client, except for third‑party libraries or assets subject to separate licences, unless otherwise stated.
  3. Portfolio Use – The Developer may showcase the completed work (or excerpts) in portfolios, marketing material and case studies, unless the Client provides a written objection.

7. Confidentiality

Both parties shall keep confidential any non‑public information disclosed during the engagement (“Confidential Information”). This duty survives termination for two (2) years. Confidential Information does not include information that is (a) publicly known, (b) independently developed, or (c) received from a third party without breach of any confidentiality obligation.

8. Limitation of Liability

  • The Developer’s total liability for any claim arising out of this Agreement shall not exceed the total fees paid by the Client for the specific project or retainer period concerned.
  • Neither party shall be liable for indirect, consequential or punitive losses, even if such loss was foreseeable.

9. Termination

  1. For Cause – Either party may terminate immediately if the other materially breaches the Agreement and fails to remedy the breach within 10 business days after receiving written notice.
  2. Effect of Termination – On termination, the Client shall pay for all work performed up to the termination date, including any approved change orders. The Developer shall deliver all completed deliverables and return any Client‑provided materials.

10. Governing Law & Dispute Resolution

  • This Agreement is governed by the laws of England and Wales.
  • Any dispute shall first be addressed through good‑faith negotiation. If unresolved, the dispute will be referred to binding arbitration under the rules of the London Court of International Arbitration (LCIA), with the seat of arbitration in London, England.

11. Miscellaneous

  • Entire Agreement – These terms together with any attached SOW or Retainer Agreement constitute the entire agreement between the parties.
  • Amendments – Any amendment must be in writing and signed by both parties.
  • Severability – If any provision is held to be unenforceable, the remaining provisions shall continue in full force and effect.