The following terms and conditions apply to all website design, development, digital and related services provided by The Flex Studio Limited to the Client.
1. Acceptance
These Terms and Conditions, together with any quotation, proposal or statement of work issued by The Flex Studio Limited, form the agreement between The Flex Studio Limited (“The Flex Studio”, “we”, “our” or “us”) and the Client (“the Client”, “you” or “your”).
A Client will be deemed to have accepted these Terms and Conditions when they accept a quotation, provide written confirmation to proceed, make an advance payment or otherwise instruct The Flex Studio Limited to commence work.
By purchasing or using our services, the Client confirms that they have read and accepted these Terms and Conditions.
2. Charges and quotations
Charges for services provided by The Flex Studio Limited are defined within the project quotation supplied to the Client.
Unless otherwise stated, quotations are valid for a period of 30 days. The Flex Studio Limited reserves the right to amend or withdraw a quotation after this period.
Quotations are based upon the information and project requirements provided by the Client at the time of quotation. Any changes or additions to the agreed project scope may be subject to additional charges.
Unless expressly stated within the quotation, charges do not include services or costs such as photography, copywriting, stock imagery, premium software or plugin licences, domain registration, website hosting, ongoing website maintenance or third-party services.
Unless otherwise agreed in writing, website design, web development and application development projects require an advance payment of at least fifty percent (50%) of the agreed project cost before work commences.
The remaining balance will become payable in accordance with the payment schedule specified within the quotation or invoice.
Payment should be made by bank transfer unless another payment method has been agreed.
3. Client review and approval
The Flex Studio Limited will provide the Client with appropriate opportunities to review the design, content and functionality of the project during its development.
The Client is responsible for carefully checking all content, spelling, imagery, functionality and other project elements before giving approval.
Once a design, development stage or completed project has been approved by the Client, any subsequent amendments may be treated as additional work and may incur additional charges.
At project completion, the work will be considered accepted unless the Client notifies The Flex Studio Limited of any material issue within ten (10) days of the completed work being made available for review.
Where reasonable attempts have been made to obtain feedback from the Client and no response has been received within thirty (30) days, The Flex Studio Limited reserves the right to regard the project as completed and issue any outstanding invoice.
4. Turnaround time and project delivery
The Flex Studio Limited will use reasonable endeavours to complete the project within any timescale agreed with the Client.
Any completion or launch date is dependent upon the Client providing required information, content, approvals and feedback within the agreed timeframe.
The Client agrees to nominate a primary contact who is authorised to provide instructions and approvals on behalf of the Client.
The Flex Studio Limited will not be responsible for delays caused by the Client, third-party suppliers or circumstances outside our reasonable control.
5. Client content and project delays
The Client is responsible for supplying all information, text, imagery, files, login credentials and other materials required to complete the project within a reasonable and agreed timeframe.
If progress cannot be made because required information or approvals have not been supplied, the project timetable may be revised.
Where a substantial delay caused by the Client results in additional work, rescheduling or administration, The Flex Studio Limited reserves the right to apply an additional charge.
If the Client or a third party acting on their behalf fails to provide required project information within four weeks of the agreed project commencement date, any advance payment may become non-refundable where work has already commenced.
The Flex Studio Limited also reserves the right to invoice for work completed up to that point.
Unless otherwise agreed, website text should be supplied electronically in a clearly structured format with the content organised according to the agreed website pages.
The Client is responsible for the accuracy, legality and suitability of all content they provide.
6. Project work storage
The Flex Studio Limited will normally retain copies of incomplete project work for up to 12 months following the last substantial activity on the project.
After this period, we reserve the right to permanently delete project files and materials.
The Client should retain copies of any important files, documents, imagery or other materials supplied to us.
7. Payment
Invoices are payable within the period stated on the relevant invoice.
Unless otherwise agreed, The Flex Studio Limited reserves the right to withhold project launch, completed files, website access or other deliverables until all outstanding invoices relating to the project have been paid.
Where an account remains unpaid, The Flex Studio Limited may suspend further work or services until payment is received.
Late commercial payments may be subject to statutory interest and recovery costs where applicable under the Late Payment of Commercial Debts (Interest) Act 1998.
Any advance payment becomes non-refundable once substantive project work has commenced, except where otherwise required by law or agreed in writing.
8. Additional expenses
The Client agrees to reimburse The Flex Studio Limited for reasonable third-party costs or additional expenses required to complete the project where these have been approved by the Client.
Examples may include premium fonts, stock photography, software licences, plugins, external services, specialist hosting or other third-party resources.
9. Credits and adjustments
Any credit or account adjustment issued by The Flex Studio Limited must be used within 12 months from the date it is confirmed unless otherwise agreed.
After this period, unused credits may expire and cannot be redeemed against future projects, hosting, maintenance or other services.
10. Web browsers, devices and compatibility
The Flex Studio Limited makes reasonable efforts to ensure that websites operate correctly on commonly used, current versions of major web browsers and devices at the time the website is developed.
Due to differences between browsers, operating systems, devices, screen sizes and third-party software, minor variations in appearance or functionality may occur.
The Flex Studio Limited cannot guarantee compatibility with obsolete or unsupported browsers, devices or software.
We cannot accept responsibility for compatibility issues arising from browser, operating system, device or software updates released after a website has been completed and handed over to the Client.
Any work subsequently required to maintain compatibility with new technology may be quoted and charged separately unless covered by an active Support and Maintenance Agreement.
11. Default and overdue accounts
Where an account remains unpaid beyond the agreed payment period, The Flex Studio Limited reserves the right to suspend work, website hosting or other services associated with the Client’s account.
Where information or files belonging to a Client in default are stored on infrastructure controlled by The Flex Studio Limited, we reserve the right to restrict access to those services until outstanding amounts have been paid.
Suspension of services does not remove the Client’s obligation to pay outstanding charges.
The Flex Studio Limited reserves the right to recover reasonable costs incurred in pursuing overdue commercial debts where permitted by law.
12. Termination
A request by the Client to terminate a project or service must be made in writing, including by email.
The Client will remain responsible for payment for all work completed and any third-party costs incurred up to the date of termination.
Where the value of completed work exceeds payments already received, The Flex Studio Limited reserves the right to issue an invoice for the outstanding balance.
The Flex Studio Limited may suspend or terminate services where the Client materially breaches these Terms and Conditions, fails to make payments when due, uses our services for unlawful purposes or engages in conduct that creates a material security, technical or operational risk.
13. Lawful use and indemnity
Services provided by The Flex Studio Limited may only be used for lawful purposes.
The Client is responsible for ensuring that any content, products, services or activities undertaken through their website comply with applicable legislation and do not infringe the rights of any third party.
The Client agrees to indemnify The Flex Studio Limited against reasonable claims, losses, liabilities and expenses arising directly from unlawful content or material supplied or instructed by the Client, except to the extent that such claim arises from the negligence or wrongdoing of The Flex Studio Limited.
14. Copyright and intellectual property
The Client retains ownership of copyright and intellectual property in data, files, logos, photographs and other materials supplied by the Client.
The Client grants The Flex Studio Limited permission to use and reproduce such material for the purposes of completing the agreed project.
The Client is responsible for obtaining all necessary licences, permissions and rights for materials supplied by them or on their behalf.
All bespoke designs, artwork and other project materials created by The Flex Studio Limited remain the property of The Flex Studio Limited until all invoices relating to the project have been paid in full.
Following full payment, rights to final bespoke project materials will transfer to the Client where applicable and unless otherwise agreed.
The Flex Studio Limited retains ownership of its pre-existing tools, reusable code, frameworks, methodologies, development processes, libraries, templates and other proprietary resources used in delivering projects.
Third-party software, fonts, stock imagery, plugins and other licensed materials remain subject to their respective licence terms.
15. Media and content delivery
Unless otherwise agreed, text, photographs, graphics, video, audio and other project materials should be provided electronically in appropriate formats and at a suitable quality for their intended use.
The Flex Studio Limited will make reasonable efforts to protect materials supplied by the Client but the Client should retain their own copies of all original files.
We cannot guarantee the return or long-term storage of physical or digital materials supplied for a project.
16. Design credit and portfolio use
Unless otherwise agreed, The Flex Studio Limited may include a discreet design or development credit on websites created by us.
If the Client requests removal of this credit, The Flex Studio Limited will consider the request and, where agreed, remove it.
The Client agrees that The Flex Studio Limited may display and reference completed work within our website, portfolio, social media, award submissions, proposals and other marketing materials unless otherwise agreed in writing.
17. Access requirements
Where work is to be undertaken on hosting infrastructure, websites or systems controlled by the Client or a third party, the Client is responsible for providing The Flex Studio Limited with the access credentials and permissions reasonably required to complete the work.
Depending upon the project, this may include access to website administration systems, hosting control panels, servers, databases, domain providers, APIs or other third-party services.
The Flex Studio Limited is not responsible for delays caused by insufficient, incorrect or unavailable access credentials.
18. Post-launch alterations
The Flex Studio Limited cannot accept responsibility for alterations, failures or damage caused by the Client or a third party after the website or project has been completed or handed over.
This includes additions, modifications, deletions, software installations, plugin changes, configuration changes or alterations to website code.
Where remedial work is required as a result of such alterations, The Flex Studio Limited reserves the right to charge for the work undertaken.
19. Website hosting
Where The Flex Studio Limited provides website hosting, we will use reasonable endeavours to provide a reliable hosting environment.
The provision of website hosting does not include website maintenance, website management, software updates, security monitoring, content updates or technical support unless these services are expressly included within a separate written Support and Maintenance Agreement.
The Client acknowledges that hosting infrastructure may contain multiple websites and services sharing common resources.
If, in the reasonable opinion of The Flex Studio Limited, a website, application, database, script, plugin, theme, process, account or other hosted service is:
- using excessive server resources;
- adversely affecting the speed, reliability or performance of other websites or services;
- creating a security vulnerability or risk;
- causing instability to the hosting environment;
- generating excessive traffic, email, database requests or processing activity;
- compromised by malware or malicious activity; or
- otherwise creating a material risk to our infrastructure or other customers;
The Flex Studio Limited reserves the right to take reasonable action to protect its hosting infrastructure and other hosted services.
Such action may include:
- temporarily suspending the affected website or service;
- restricting server resources;
- disabling scripts, plugins, applications or other software;
- isolating the affected website;
- requesting that the Client undertake remedial work; or
- removing the website or service from our hosting infrastructure.
Where reasonably practicable, The Flex Studio Limited will attempt to notify the Client before taking such action.
However, where immediate action is reasonably required to protect server security, stability, performance or other hosted services, The Flex Studio Limited may suspend, restrict or remove the affected website or service without prior notice.
The Client will be responsible for resolving the underlying problem and any associated remedial work may be chargeable.
Nothing within this clause limits liability that cannot lawfully be excluded.
20. Website maintenance, management and support
Unless expressly agreed in writing as part of a separate Support and Maintenance Agreement, ongoing maintenance and management of a website is not the responsibility of The Flex Studio Limited after the website has been launched or handed over to the Client.
Website hosting and website maintenance are separate services. The fact that a website is hosted by The Flex Studio Limited does not mean that The Flex Studio Limited is responsible for maintaining or managing that website.
Unless specifically included within an active Support and Maintenance Agreement, the Client is responsible for matters including:
- content management and updates;
- CMS updates;
- plugin and theme updates;
- software and licence renewals;
- security monitoring;
- malware and vulnerability management;
- website backups;
- website restoration;
- ongoing testing;
- performance monitoring;
- browser and device compatibility arising after launch;
- third-party integrations;
- technical faults arising after project completion; and
- general website administration.
The Client is responsible for ensuring that the website is appropriately maintained, updated and secured unless responsibility for these services has expressly been transferred to The Flex Studio Limited under an active Support and Maintenance Agreement.
Where no such agreement exists, any maintenance, investigation, repair, update or technical support requested by the Client will be treated as additional chargeable work at The Flex Studio Limited’s prevailing rates.
The Flex Studio Limited accepts no responsibility for failures, security incidents, compatibility problems, data loss or other issues resulting from a website not being appropriately maintained, except where such loss or damage arises directly from our negligence or other liability that cannot lawfully be excluded.
21. Website security and third-party software
Websites may rely upon content management systems, plugins, themes, APIs, libraries or other third-party software.
Unless covered by an active Support and Maintenance Agreement, The Flex Studio Limited is not responsible for monitoring, updating or maintaining third-party software after project completion.
The Client acknowledges that outdated or unsupported software may create security, compatibility or performance risks.
Where software used by a website hosted by The Flex Studio Limited presents a material security or operational risk to our infrastructure or other customers, we reserve the right to disable, restrict, isolate or remove the affected software or website where reasonably necessary.
Where practical, the Client will be informed of the action taken and any steps required to restore the service.
22. Website backups
Unless expressly included within a hosting package or Support and Maintenance Agreement, The Flex Studio Limited does not guarantee the availability, frequency or retention of website backups.
The Client is responsible for ensuring that appropriate copies of important website content, data and files are maintained.
Where backups are provided as part of a hosting service, they are intended primarily for operational recovery and should not be considered a substitute for the Client maintaining their own copies of business-critical information.
23. Domain names
The Flex Studio Limited may purchase, register or administer domain names on behalf of the Client.
Unless otherwise agreed, domain registration and renewal charges are the responsibility of the Client.
The Client is responsible for ensuring that renewal invoices are paid when due.
The Flex Studio Limited will not be responsible for the loss, suspension or cancellation of a domain resulting from non-payment, incorrect Client information, third-party registrar action or circumstances outside our reasonable control.
24. SSL certificates
Where SSL certificates are provided as part of hosting or another service, these may be dependent upon third-party providers or automated certificate authorities.
The Flex Studio Limited will use reasonable endeavours to maintain certificates for services under our direct management but cannot guarantee uninterrupted availability where certificates or services are provided by third parties.
25. Third-party services
Websites and digital projects may rely upon third-party services including payment providers, APIs, mapping services, social media platforms, analytics systems, email services, plugins, software platforms and external hosting providers.
The Flex Studio Limited is not responsible for interruptions, changes, price increases, technical failures, discontinued functionality or changes to the terms of third-party services outside our reasonable control.
Where changes to a third-party service require alterations to a website or application, any resulting development work may be chargeable.
26. Search engine optimisation
Unless expressly included within the project quotation, search engine optimisation services are not included within website development.
The Flex Studio Limited cannot guarantee any particular search engine position, ranking, traffic level, indexing result or commercial outcome.
Search engines independently determine how websites are indexed and ranked and may change their algorithms without notice.
27. Data protection
The Flex Studio Limited and the Client will each comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, to the extent applicable to their respective activities.
The Client remains responsible for determining what personal information their website collects and for ensuring that appropriate privacy notices, consent mechanisms, retention policies and other compliance measures are implemented.
Where The Flex Studio Limited processes personal data on behalf of the Client as part of an agreed service, each party will comply with any additional data processing obligations applicable to that arrangement.
28. Confidentiality
Both parties agree to keep confidential any commercially sensitive or confidential information received from the other party during the course of a project and not to disclose such information unnecessarily to third parties.
This obligation does not apply to information that is already publicly available, independently obtained or required to be disclosed by law.
29. Limitation of liability
Nothing within these Terms and Conditions excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to the above, The Flex Studio Limited’s total aggregate liability arising from the provision of the relevant services, whether in contract, tort, negligence or otherwise, will not exceed the total fees paid or payable to The Flex Studio Limited for the services giving rise to the claim.
To the extent permitted by law, The Flex Studio Limited will not be liable for indirect or consequential loss or for loss of profit, revenue, business opportunity, anticipated savings or goodwill arising from the provision of the services.
The Client is responsible for maintaining appropriate business continuity procedures and copies of business-critical information.
30. Force majeure
The Flex Studio Limited will not be liable for delay or failure to perform its obligations where this results from events beyond our reasonable control.
Such events may include severe weather, fire, flood, power failure, internet or telecommunications failure, cyberattack, industrial disputes, acts of government, war, terrorism, civil disturbance, failure of third-party infrastructure or other circumstances outside our reasonable control.
31. General
These Terms and Conditions, together with any accepted quotation, proposal or statement of work, constitute the agreement between The Flex Studio Limited and the Client in relation to the services being provided.
If there is any conflict between these Terms and Conditions and a specific written project agreement, the specific written project agreement will take precedence to the extent of that conflict.
If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
A failure or delay by either party to enforce any provision will not constitute a waiver of that provision.
32. Governing law and jurisdiction
These Terms and Conditions and any dispute or claim arising from them shall be governed by and construed in accordance with the laws of Northern Ireland.
The parties agree that the courts of Northern Ireland shall have jurisdiction in relation to any dispute arising from these Terms and Conditions.