Website design and development agreement.

1. About Us

Joe Lewis | Studio is a UK-based sole trader providing bespoke website design and digital services to business clients.

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Unless otherwise agreed in writing, these Terms apply to every quotation, proposal, invoice and project undertaken by the Studio.

2. Definitions

For the purposes of this Agreement:

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Agreement means these Terms of Business together with any written quotation, proposal or specification supplied by the Studio.

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Business Day means Monday to Friday excluding public holidays in England and Wales.

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Client Content means all text, images, logos, videos, branding, documents, trademarks, graphics and other materials supplied by the Client.

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Completion means the point at which the Studio confirms the agreed project has been completed.

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Deliverables means all agreed work including websites, landing pages, eCommerce functionality, membership areas, SEO configuration, training and documentation.

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Go Live means publishing the website to its intended live domain.

Project means the services described in the accepted quotation or proposal.

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Proposal means any quotation, estimate, proposal or written scope supplied by the Studio.

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Wix Studio means the website development platform used by the Studio.

3. Scope of Services

The Studio provides services including but not limited to:

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• Website Design

• Website Development

• eCommerce Websites

• Membership Websites

• Website Refreshes

• Website Redesigns

• Search Engine Optimisation (SEO)

• Website Maintenance

• Technical Support

• Content Migration

• Website Consultancy

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Additional services may be agreed separately in writing.

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Unless specifically included within the Proposal, the following are excluded:

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• Branding

• Logo Design

• Copywriting

• Photography

• Videography

• Paid Advertising

• Marketing Campaigns

• Social Media Management

• Custom Software Development

• Mobile Applications

4. Quotations

All quotations remain valid for thirty (30) days unless stated otherwise.

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A quotation is based solely upon the information provided by the Client at the time it is prepared.

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Should the Client request additional work after accepting the quotation, the Studio reserves the right to issue a revised quotation or charge separately for additional services.

5. Acceptance

A Project is considered accepted when any one of the following occurs:

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• the Client signs a proposal;

• the Client confirms acceptance by email;

• the Client pays the required deposit;

• the Client instructs the Studio to begin work;

• the Client otherwise indicates acceptance of the quotation.

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No work is scheduled until acceptance has been received.

6. Project Commencement

Projects will normally commence once:

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• the deposit has been paid;

• required information has been received;

• necessary access has been provided;

• the Studio has confirmed the Project schedule.

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Estimated commencement dates are not guaranteed.

7. Project Scope

The Proposal defines the agreed scope of work.

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The Studio will complete the work described within that Proposal.

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Any request outside the agreed scope shall be treated as additional work.

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Examples include:

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• additional pages;

• redesign of approved work;

• additional functionality;

• integration with new third-party systems;

• additional SEO work;

• copywriting requests;

• content population beyond the agreed amount.

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Additional work will be quoted separately or charged at the Studio's current hourly rate.

8. Changes to Scope

The Client acknowledges that website projects frequently evolve during development.

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Where requested changes materially alter the agreed Project scope, timeline or workload, the Studio reserves the right to:

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• issue a revised quotation;

• amend delivery dates;

• invoice additional work separately;

• pause work until revised terms are accepted.

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No obligation exists to undertake additional work without written agreement.

9. Client Responsibilities

The Client agrees to:

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• provide accurate instructions;

• supply all required content;

• provide branding assets;

• provide product information where applicable;

• ensure supplied material is lawful;

• respond promptly to requests;

• review submitted work within reasonable timescales;

• appoint one primary decision-maker wherever possible.

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Delays caused by the Client may extend delivery dates.

10. Client Content

The Client warrants that all content supplied:

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• belongs to them, or

• is properly licensed for use.

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The Studio accepts no liability for copyright infringement arising from materials supplied by the Client.

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Should any legal claim arise relating to Client Content, responsibility remains solely with the Client.

11. Content Delivery

Unless otherwise agreed, all required content should be supplied before design work begins.

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If content is supplied late, incomplete or in stages, the Studio may:

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• rearrange the Project schedule;

• suspend work until outstanding items are received;

• revise completion dates.

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The Studio shall not be responsible for delays resulting from missing content.

12. Project Timeline

Project timelines provided by the Studio are estimates only.

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Although every reasonable effort will be made to meet estimated completion dates, time shall not be of the essence.

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Completion dates may be extended where delays arise from:

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• Client feedback;

• missing content;

• third-party providers;

• technical issues beyond our control;

• changes in Project scope;

• force majeure events.

13. Communication

The Studio will communicate primarily by:

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• email;

• telephone;

• scheduled online meetings.

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Instructions provided verbally may be confirmed in writing before implementation.

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The Studio reserves the right to rely upon written instructions where any dispute arises.

14. Project Suspension

Where the Client fails to:

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• provide requested information;

• respond to communications;

• approve work;

• provide necessary access,

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the Studio may suspend the Project.

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Projects remaining inactive for more than thirty (30) consecutive days may be treated as abandoned.

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Where a Project is abandoned:

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• deposits remain non-refundable;

• completed work shall remain chargeable;

• any future restart may require a new quotation.

15. Good Faith

Both parties agree to act professionally, reasonably and in good faith throughout the Project.

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Each party shall cooperate with the other to facilitate successful completion of the agreed services.

16. Fees

Project fees are set out within the accepted Proposal or Quotation.

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Unless otherwise agreed in writing, all prices are stated in Pounds Sterling (£).

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As Joe Lewis | Studio is not VAT registered, VAT is not charged.

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Quotations are based upon the agreed scope of work at the time they are prepared.

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Any services requested outside the agreed scope will be charged separately.

17. Deposit

A non-refundable deposit of 50% of the total Project fee is required before any work commences.

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No Project slot will be reserved until the deposit has been received.

The deposit covers, amongst other things:

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• project planning;

• consultation;

• scheduling;

• research;

• design preparation;

• initial development work.

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Should the Client decide not to proceed after work has commenced, the deposit shall remain non-refundable.

18. Final Payment

The remaining balance becomes due immediately upon notification that the Project is complete.

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Full payment must be received before:

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• the website is published to the live domain;

• ownership transfers to the Client;

• administrative ownership is transferred;

• editable website access is provided;

• any remaining files or credentials are released.

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The Studio shall have no obligation to launch or transfer the website until all outstanding invoices have been paid in full.

19. Payment Terms

Invoices are payable within seven 5 calendar days unless otherwise stated.

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Payments may be made using the methods specified on the invoice.

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The Client remains responsible for any applicable bank charges associated with international transfers.

20. Late Payment

Where payment is not received by the due date, the Studio reserves the right to:

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• suspend work;

• suspend communication relating to the Project;

• delay launch;

• withhold transfer of ownership;

• withhold website access;

• charge statutory interest where permitted by law;

• recover reasonable costs incurred in collecting overdue payments.

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Persistent non-payment may result in termination of the Project.

21. Suspension for Non-Payment

If any invoice remains unpaid, the Studio may immediately suspend all ongoing work.

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Any agreed delivery dates shall automatically be extended by the duration of the suspension.

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The Studio accepts no liability for delays resulting from suspension due to unpaid invoices.

22. Additional Work

The Proposal includes only those services expressly stated.

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Additional requests made during the Project may be charged separately.

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Examples include:

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• additional pages;

• additional functionality;

• redesign of previously approved work;

• additional meetings;

• further SEO work;

• additional products;

• extra content uploads;

• integrations not originally quoted.

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Additional work will not begin until approved by the Client.

23. Design Process

Website design is an iterative process.

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The Studio will prepare designs based upon:

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• information supplied by the Client;

• agreed objectives;

• industry best practice;

• professional design judgement.

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Designs may evolve throughout the Project.

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The Studio retains creative discretion regarding implementation unless specific requirements have been agreed.

24. Revisions

Reasonable revisions are included during the design stage.

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A revision is intended to refine approved work rather than redesign the Project.

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Examples include:

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• changing colours;

• adjusting spacing;

• replacing images;

• modifying layouts;

• updating wording.

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Major redesigns or changes of direction may incur additional charges.

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The Studio shall determine whether requested changes constitute a revision or additional work.

25. Approval

The Client agrees to review submitted work promptly.

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Approval may be given:

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• in writing;

• by email;

• during an agreed review meeting.

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Once approval has been given, the approved stage shall be considered complete.

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Substantial changes requested after approval may incur additional charges.

26. Client Delays

The Client agrees to provide:

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• approvals;

• feedback;

• content;

• access;

• information,

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within a reasonable timeframe.

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Where delays are caused by the Client:

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• delivery dates may be extended;

• work may be rescheduled;

• additional administration charges may apply where substantial delays occur.

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The Studio shall not be responsible for any losses arising from Client delays.

27. Website Launch

A website will only be published once:

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• all agreed work has been completed;

• the Client has approved the Project;

• the final invoice has been paid;

• all required credentials have been supplied.

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Launch dates requested by the Client are subject to availability.

28. Launch Delays

If the Client chooses to delay launch after Completion, the Project shall nevertheless be deemed complete.

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Final payment remains payable regardless of whether the Client elects to postpone publication.

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The Studio shall not be responsible for losses resulting from delayed launch requested by the Client.

29. Training

Where included within the Proposal, reasonable training will be provided on completion of the Project.

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Training may include:

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• editing website content;

• managing products;

• managing blog posts;

• updating images;

• basic Wix Studio administration.

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Training does not constitute ongoing technical support.

30. Search Engine Optimisation (SEO)

Where SEO services are included, the Studio will configure the website using Wix Studio's native SEO tools and recognised industry best practices.

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SEO services may include:

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• page titles;

• meta descriptions;

• heading structure;

• image optimisation;

• sitemap configuration;

• indexing requests;

• structured page hierarchy.

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The Studio does not guarantee:

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• first-page rankings;

• increased traffic;

• increased enquiries;

• improved sales;

• indexing by search engines;

• continued rankings.

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Search engine algorithms remain entirely outside the Studio's control.

31. Performance

The Studio will make reasonable efforts to optimise website performance.

Actual loading speeds depend upon numerous external factors including:

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• hosting;

• internet connection;

• visitor location;

• third-party applications;

• image sizes;

• browser behaviour.

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Performance levels cannot be guaranteed.

32. Browser Compatibility

The Studio develops websites for current versions of major modern browsers.

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Although reasonable efforts are made to ensure compatibility, identical appearance across every browser, operating system and device cannot be guaranteed.

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Future browser updates may alter website behaviour after launch.

33. Accessibility

The Studio aims to follow recognised accessibility good practice wherever reasonably practicable.

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However, unless specifically agreed in writing, the Project shall not be deemed to comply with any specific accessibility standard or legal framework.

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Formal accessibility audits are not included unless expressly quoted.

34. Acceptance of the Project

The Project shall be deemed accepted upon the earliest of:

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• written approval;

• publication of the website;

• payment of the final invoice;

• the Client beginning to use the website for business purposes;

• fourteen (14) days after notification of Completion without notification of any material defect.

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Acceptance confirms that the Project has been delivered in accordance with the agreed scope.

35. Minor Defects

Minor issues that do not materially affect the operation of the website shall not prevent Completion or delay payment.

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The Studio will rectify genuine defects within a reasonable period following notification.

36. Website Platform

Unless otherwise agreed in writing, all websites are designed and developed exclusively using Wix Studio.

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The Client acknowledges that the completed website will operate within the functionality, capabilities and limitations of the Wix platform.

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The Studio shall not be liable for any limitation, outage, feature change or removal made by Wix.

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Where Wix introduces new functionality after completion of the Project, implementation of those features shall be treated as additional work unless otherwise agreed.

37. Wix Account

The Client is responsible for maintaining an active Wix account where required.

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The Studio may assist with creating or configuring a Wix account, but ownership of the account shall remain with the Client unless otherwise agreed.

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The Client is responsible for ensuring that account information, billing details and security credentials remain accurate and up to date.

38. Wix Subscription Plans

The Client is responsible for purchasing and maintaining any Wix Premium Plan or other paid Wix services required for the operation of the website.

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Unless specifically included within the Proposal, Wix subscription fees are not included within the Project price.

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Failure to maintain an active subscription may result in reduced functionality or suspension of the website.

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The Studio accepts no liability for any interruption arising from expired or cancelled Wix subscriptions.

39. Hosting

Websites created by the Studio are hosted through Wix unless otherwise agreed.

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Hosting services are provided by Wix under Wix's own terms and conditions.

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The Studio does not own, operate or control Wix's hosting infrastructure.

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Accordingly, the Studio accepts no responsibility for:

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• server outages;

• scheduled maintenance;

• infrastructure failures;

• data centre interruptions;

• service interruptions;

• hosting performance outside the Studio's reasonable control.

40. Domain Names

Unless expressly agreed otherwise, domain names remain the responsibility of the Client.

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Where the Studio assists with domain connection or configuration, such assistance does not constitute ownership or ongoing management of the domain.

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The Client is solely responsible for:

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• domain registration;

• renewal payments;

• ownership records;

• DNS management;

• maintaining accurate registrant information.

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The Studio accepts no liability for expired domains or loss of ownership resulting from the Client's failure to maintain registration.

41. Email Services

Unless expressly included within the Proposal, email services are not provided by the Studio.

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Where assistance is given in connecting business email services, such assistance is limited to basic configuration only.

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The Studio does not guarantee compatibility with any third-party email provider.

42. Third-Party Services

A website may incorporate products or services supplied by third parties.

Examples include:

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• payment gateways;

• booking systems;

• analytics;

• marketing platforms;

• CRM software;

• social media integrations;

• embedded content;

• external applications.

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Such services remain subject to the terms, pricing and availability of the relevant provider.

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The Studio shall not be responsible for:

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• changes made by third parties;

• discontinued services;

• software defects;

• pricing changes;

• service interruptions;

• API failures.

43. Third-Party Applications

Where third-party applications are installed at the Client's request, the Client accepts all associated risks.

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The Studio does not warrant:

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• compatibility;

• future availability;

• ongoing support;

• security;

• functionality following software updates.

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Additional work required due to third-party applications shall be chargeable.

44. Ecommerce Websites

Where an eCommerce website is supplied, the Client remains solely responsible for:

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• products;

• pricing;

• taxes;

• stock management;

• shipping;

• consumer legislation;

• refunds;

• order fulfilment;

• compliance with applicable laws.

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The Studio does not provide legal or accounting advice regarding eCommerce operations.

45. Membership Websites

Where membership functionality is included, the Client is responsible for:

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• membership content;

• pricing;

• subscriber management;

• member communications;

• legal compliance;

• cancellation policies.

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The Studio accepts no responsibility for disputes between the Client and its members.

46. Website Maintenance

Maintenance services are only provided where specifically agreed.

Maintenance may include:

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• website updates;

• content amendments;

• technical assistance;

• routine checks;

• troubleshooting.

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Maintenance does not include:

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• redesigns;

• additional functionality;

• major content creation;

• SEO campaigns;

• recovery of deleted Client content.

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Maintenance services are provided during normal business hours unless otherwise agreed.

47. Maintenance Response Times

The Studio will make reasonable efforts to respond to maintenance requests promptly.

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Response times are targets only and are not guaranteed.

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Urgent requests may be prioritised at the Studio's discretion.

48. Emergency Work

Requests requiring immediate attention outside normal working hours may incur additional charges.

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Acceptance of emergency work remains entirely at the Studio's discretion.

49. Client Changes

Following Completion, the Client may edit the website independently.

The Studio accepts no responsibility for:

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• accidental deletion of content;

• layout changes;

• functionality issues;

• SEO changes;

• broken pages;

• configuration errors;

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arising from changes made by the Client or third parties.

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Rectification work shall be charged at the Studio's current rates.

50. Intellectual Property

All preliminary work, concepts, drafts, layouts, design files, code, processes, documentation and working materials remain the intellectual property of the Studio until full payment has been received.

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Nothing within this Agreement transfers ownership prior to payment in full.

51. Transfer of Ownership

Upon receipt of full payment, the Client shall receive ownership of the completed website as delivered within the agreed scope.

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Ownership does not include:

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• pre-existing frameworks;

• reusable design components;

• development methods;

• internal processes;

• proprietary tools;

• templates used across multiple projects;

• know-how developed by the Studio.

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The Studio retains ownership of all underlying methodologies and reusable assets.

52. Licence Prior to Payment

Until full payment has been received, the Client is granted no licence to use, publish, reproduce or exploit the completed website.

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Any unauthorised use prior to payment shall constitute a material breach of this Agreement.

53. Portfolio Rights

Unless otherwise agreed in writing, the Studio retains the perpetual right to display completed Projects for promotional purposes.

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This includes use within:

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• the Studio website;

• portfolios;

• presentations;

• award submissions;

• social media;

• marketing materials.

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Confidential information belonging to the Client shall not be disclosed without permission.

54. Attribution

Unless otherwise agreed, the Studio may include a discreet website credit in the footer of the completed website.

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The Client may request removal of the credit before launch.

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The Studio reserves the right to make a reasonable charge where removal has been agreed as part of the commercial arrangement.

55. Confidential Information

Each party agrees to keep confidential all information identified as confidential or which would reasonably be considered confidential.

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Confidential information shall not be disclosed to third parties except:

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• where required by law;

• with prior written consent;

• to professional advisers bound by confidentiality obligations.

56. Data Protection

Each party shall comply with applicable UK data protection legislation in relation to personal data processed during the Project.

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Where the Studio processes personal data solely for the purpose of providing the agreed services, it shall do so only in accordance with the Client's lawful instructions and applicable legal requirements.

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The Client remains responsible for ensuring that its website, privacy notice, cookies and processing of personal data comply with applicable law.

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The Studio does not provide legal advice regarding data protection compliance unless expressly agreed in writing.

57. Warranty Period

The Studio provides a warranty period of 30 calendar days from the date the website goes live.

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During this period, the Studio will correct genuine faults or errors that arise directly from the original development work at no additional charge.

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This warranty does not cover:

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• new functionality;

• design alterations;

• additional content;

• changes requested after approval;

• issues caused by third-party software;

• issues resulting from changes made by the Client or any third party.

58. Bug Fixes

A bug is defined as a fault preventing agreed functionality from operating substantially as intended.

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The Studio will investigate reported bugs within a reasonable time.

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Where a reported issue is found not to be a bug but a new requirement or third-party issue, additional charges may apply.

59. No Guarantee of Business Results

While every website is designed using recognised design, usability and SEO best practices, the Studio does not guarantee:

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• increased revenue;

• increased enquiries;

• improved search rankings;

• higher conversion rates;

• business growth;

• customer retention;

• return on investment.

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Business performance depends upon numerous factors outside the Studio's control.

60. Availability of Third-Party Services

The Studio cannot guarantee the continued availability of:

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• Wix features;

• payment gateways;

• booking systems;

• APIs;

• external applications;

• search engines;

• social media integrations.

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Changes made by third-party providers may affect website functionality after completion.

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Such changes shall not constitute a defect in the Studio's work.

61. Client Warranties

The Client warrants that:

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• all supplied information is accurate;

• they own or have permission to use all supplied content;

• no supplied material infringes intellectual property rights;

• they have authority to enter into this Agreement on behalf of their business.

62. Indemnity

The Client agrees to indemnify and keep indemnified the Studio against any claims, losses, liabilities, costs or expenses arising from:

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• Client-supplied content;

• copyright infringement by the Client;

• trademark infringement;

• unlawful products or services;

• misleading statements published by the Client;

• breaches of applicable laws by the Client.

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This indemnity survives termination of this Agreement.

63. Limitation of Liability

Nothing in this Agreement excludes or limits liability where such exclusion is prohibited by law.

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Subject to the above, the Studio's total liability arising out of or in connection with any Project shall not exceed the total fees actually paid by the Client for the relevant Project.

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The Studio shall not be liable for any indirect or consequential loss, including but not limited to:

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• loss of profits;

• loss of revenue;

• loss of business opportunity;

• loss of goodwill;

• loss of anticipated savings;

• business interruption;

• loss of data (except where caused by the Studio's proven negligence and only to the extent permitted by law).

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The Client acknowledges that websites rely upon third-party infrastructure and services outside the Studio's control.

64. Insurance

The Studio maintains appropriate business insurance where considered reasonably necessary for the services provided.

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Nothing within this Agreement creates any obligation upon the Studio to maintain insurance beyond legal or commercial requirements.

65. Suspension of Services

The Studio reserves the right to suspend work where:

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• invoices remain unpaid;

• abusive or threatening behaviour occurs;

• required information is withheld;

• the Client requests unlawful activity;

• continued work would place the Studio at unreasonable commercial risk.

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Work may resume once the issue has been resolved.

66. Right to Refuse Work

The Studio reserves the right to decline or discontinue any Project where, in its reasonable opinion:

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• requested work is unlawful;

• requested work infringes third-party rights;

• requested work is unethical;

• the working relationship has irretrievably broken down;

• the Client has materially breached this Agreement.

67. Termination by the Client

The Client may terminate the Project by giving written notice.

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Where termination occurs after work has commenced:

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• the deposit remains non-refundable;

• all completed work shall become immediately payable;

• work undertaken but not yet invoiced may be invoiced on a pro-rata basis;

• ownership of incomplete work remains with the Studio.

68. Termination by the Studio

The Studio may terminate this Agreement immediately where:

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• invoices remain unpaid;

• the Client commits a material breach of this Agreement;

• abusive behaviour occurs;

• unlawful instructions are received;

• the Client repeatedly fails to cooperate;

• the Project becomes commercially impracticable.

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Upon termination:

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• completed work shall remain chargeable;

• unpaid invoices become immediately due;

• ownership of work remains with the Studio until payment has been received.

69. Abandoned Projects

Where a Project remains inactive for more than sixty 60 consecutive days due to the Client's failure to respond or provide required information, the Studio may close the Project.

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Should the Client later wish to continue, a new quotation may be required to reflect current pricing and availability.

70. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure results from events beyond its reasonable control.

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Examples include:

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• natural disasters;

• severe weather;

• war;

• terrorism;

• industrial action;

• widespread internet outages;

• cyber attacks;

• government restrictions;

• pandemics;

• failures of third-party infrastructure.

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Affected obligations shall be suspended for the duration of the event.

71. Assignment

The Client may not assign or transfer any rights under this Agreement without the Studio's prior written consent.

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The Studio may subcontract elements of the Project where appropriate but shall remain responsible for the services provided.

72. Notices

Any notice under this Agreement shall be given in writing by email or other agreed written communication method.

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A notice shall be deemed received on the next Business Day following successful transmission unless evidence shows otherwise.

73. Entire Agreement

This Agreement, together with any accepted Proposal, Quotation or Statement of Work, constitutes the entire agreement between the parties.

It supersedes all previous discussions, negotiations and understandings relating to the Project.

74. Variation

No amendment to this Agreement shall be effective unless agreed in writing by both parties.

75. Waiver

Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other rights.

76. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

77. Relationship of the Parties

Nothing within this Agreement creates any partnership, joint venture, employment relationship or agency between the parties.

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The Studio acts as an independent contractor.

78. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

79. Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement.

80. Acceptance of these Terms

By accepting a quotation, paying a deposit, instructing the Studio to commence work, approving a Proposal or otherwise engaging the services of Joe Lewis | Studio, the Client confirms that they have read, understood and agree to be legally bound by these Terms of Business.

81. Contact

Joe Lewis | Studio

Website: www.joelewis.studio

Email: hello@joelewis.studio

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Business Hours:

Monday–Friday

09:00–17:00