Business Terms & Conditions

These Terms and Conditions ("Terms") govern all services provided by Maxwell Sullivan trading as Typeof Studio ("we", "us", "our") to our business clients ("you", "your"). By engaging our services or accepting a Statement of Work, you agree to be bound by these Terms.

These Terms are intended for engagements with businesses and organisations. If you are contracting with us as an individual consumer rather than in the course of a business, please see our consumer terms instead.

Our contact email is [email protected]. We operate as a sole trader registered in England and Wales.

These Terms apply to all engagements including one-off website builds, ongoing maintenance retainers, SEO services, hosting arrangements, and domain management. Fixed-price Quick Jobs are subject to the simplified terms set out in clause 4.

We provide web design, web development, search engine optimisation (SEO), website hosting, domain management, and related digital services.

The specific scope of services for each engagement will be set out in a Statement of Work ("SOW") agreed between us. In the event of any conflict between these Terms and the SOW, the SOW shall take precedence.

We reserve the right to decline or withdraw from any engagement at our discretion, subject to the termination provisions in clause 11.

All quotes provided by us are indicative and remain valid for 14 days from the date of issue, unless otherwise stated. We reserve the right to withdraw or revise a quote after this period.

A contract between us is formed when you confirm acceptance of a quote in writing (including by email) and subsequently pay the deposit as described in clause 4. We will then issue a Statement of Work confirming the agreed scope.

Any changes to the agreed scope after contract formation must be agreed in writing via a change request. Changes may affect the project price and timeline. We are not obliged to carry out any work beyond the agreed scope without a written change request being accepted by both parties.

Quick jobs

For fixed-price jobs under £300 ("Quick Jobs"), no deposit is required and a formal Statement of Work is not issued. The price and scope agreed by email constitutes the engagement. Full payment is due on completion and delivery of the work, payable within 7 days of the invoice date. Quick Jobs include one round of revisions within the agreed scope; further changes may be treated as a new Quick Job or quoted separately.

Deposit

For all other engagements, a non-refundable deposit of 40% of the total project fee is required before work commences. Payment of the deposit constitutes your acceptance of these Terms and the Statement of Work.

Final payment

The remaining balance is due upon completion and delivery of the agreed work. We will issue a final invoice at this stage, payable within 14 days of the invoice date.

Retainers

Where we provide ongoing services under a retainer arrangement, we will invoice monthly in advance on the start date of each service month. Payment is due within 14 days of each invoice.

Payment methods

We accept payment by bank transfer and by card via Stripe. You are responsible for any transaction fees charged by your bank or payment provider. Unless stated otherwise, all prices are exclusive of VAT.

Late payment

If payment is not received by the due date, we reserve the right to charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. We also reserve the right to suspend work until payment is received.

If an invoice remains unpaid for 60 days and no payment plan has been agreed, we reserve the right to pursue recovery through the UK small claims court and/or a debt recovery service. Any reasonable recovery costs may be added to the outstanding balance.

Withholding payment

You may not withhold payment on the basis of minor defects or omissions that do not materially affect the use or functionality of the delivered work. Any such issues should be raised in writing and will be addressed in accordance with clause 5.

Any timelines provided in our quotes or Statements of Work are indicative estimates only, unless expressly stated to be fixed deadlines in the SOW. We will make all reasonable efforts to meet estimated timelines but do not guarantee delivery by any particular date.

Timelines may be affected by delays on your part, including late provision of content, assets, feedback, or approvals. We accept no liability for delays caused by your failure to meet your responsibilities under clause 6.

Nor are we liable for delays caused by circumstances beyond our reasonable control, including illness, power or internet outages, or the unavailability of third-party platforms or services relied upon for delivery.

Revisions

Each project includes two rounds of revisions within the agreed scope. Additional revision rounds are charged at £25 per hour. A revision round is defined as a single consolidated set of feedback provided in writing. Requests made after revisions are agreed may constitute a scope change.

Acceptance

Delivery of the completed work (including launch or handover) constitutes acceptance by you. If you have specific acceptance criteria, these must be agreed in writing within the SOW prior to commencement.

Post-launch support

We do not provide post-launch support or bug fixes as standard unless you are on a retainer arrangement. Any post-launch support required outside of a retainer will be quoted separately.

To enable us to deliver your project efficiently, you agree to:

• Provide all required content, assets, copy, images, and access credentials in a timely manner;
• Respond to requests for feedback, approvals, or decisions within a reasonable timeframe;
• Ensure that any materials you provide to us are accurate, complete, and do not infringe any third-party rights;
• Ensure that you hold all necessary rights and licences for any content, images, logos, or other materials you supply to us.

You warrant that all assets and materials provided by you to us are either owned by you or that you have obtained all necessary permissions, licences, and consents to use them. You indemnify us against any claim, loss, or expense arising from a breach of this warranty.

Delays caused by your failure to meet these responsibilities will not constitute a breach by us and may affect project timelines and costs.

Hosting

Where we provide website hosting, we do so by way of one or more third-party infrastructure providers. We make no representations or warranties as to uptime, availability, or performance beyond what is provided by the underlying infrastructure provider. Our hosting services are subject to the terms and service level agreements of those third-party providers.

Hosting is not automatically included in every engagement. Where you would like us to provide or arrange hosting, this will be agreed and priced separately, either as part of a project quote or a Quick Job.

We accept no liability for data loss, downtime, or service interruption caused by third-party hosting providers.

Domain names

Domain names are registered in your name and remain your responsibility and property. We are not liable for the expiry, loss, or transfer of any domain name that is not under our direct management.

Maintenance retainers

Where you engage us on a maintenance retainer, this includes security patches, software updates, and bug fixes. It also includes up to 2 hours of minor content edits per calendar month. Unused hours do not roll over to subsequent months.

Work that falls outside this scope, including new features, significant redesigns, or additional development, will be quoted separately.

Cancellation of retainer or hosting

Either party may terminate a retainer or hosting arrangement by giving 30 days' written notice. Fees for any notice period already invoiced are non-refundable.

Third-party services

Our services may integrate with or rely upon third-party software, APIs, platforms, or services. We are not responsible for the performance, availability, changes to, or discontinuation of any third-party service. Any costs arising from third-party service changes are your responsibility.

Ownership prior to full payment

All work produced by us, including designs, code, and other deliverables, remains our property until payment in full has been received. We grant no licence to use, publish, or deploy any deliverable until full payment is made.

Transfer of ownership upon full payment

Upon receipt of full payment, we assign to you all intellectual property rights in the bespoke elements of the deliverables created specifically for your project, to the extent we are legally able to do so.

Background IP and reusable code

We retain ownership of all pre-existing intellectual property, tools, frameworks, methodologies, libraries, and reusable code components that we bring to or develop during a project ("Background IP"). You are granted a perpetual, non-exclusive licence to use Background IP as incorporated into your delivered project, but do not acquire ownership of it. We remain free to use Background IP in other projects.

Open source components

Your project may incorporate open source software, libraries, or frameworks. Such components are subject to their respective open source licences, which take precedence over this clause. We will endeavour to use open source components with permissive licences appropriate for commercial use.

Portfolio rights

Unless you notify us otherwise in writing before project commencement, we reserve the right to display completed work in our portfolio, on our website, and in promotional materials, including case studies. We will not disclose confidential business information in any such materials.

Limitation of liability

To the fullest extent permitted by law, our total liability to you in connection with any engagement shall not exceed the total fees paid by you to us under the relevant Statement of Work.

Exclusion of consequential loss

We shall not be liable for any indirect, consequential, special, or incidental losses, including but not limited to: loss of revenue, loss of profit, loss of business, loss of data, reputational damage, or any claim by a third party, even if we have been advised of the possibility of such losses.

SEO and search rankings

We make no guarantee as to search engine rankings, traffic levels, or the results of any SEO work. Search engine algorithms are outside our control and are subject to change at any time. We accept no liability for any fluctuation in search rankings or organic traffic, whether or not following SEO services provided by us.

Third-party services

We accept no liability for failures, outages, data loss, security breaches, or other issues arising from third-party services, platforms, or software used in connection with your project, including but not limited to hosting providers, payment processors, content management systems, or APIs.

Nothing in these Terms excludes our liability

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

Both parties agree to keep confidential any information disclosed by the other party that is identified as confidential or that a reasonable person would consider to be confidential given its nature and the circumstances of disclosure ("Confidential Information").

Each party agrees not to disclose the other's Confidential Information to any third party without prior written consent, and to use Confidential Information only for the purposes of the engagement.

This obligation does not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party before disclosure; is independently developed by the receiving party; or is required to be disclosed by law or a regulatory authority.

This confidentiality obligation shall survive the termination of any engagement between us.

Termination by either party

Either party may terminate a project engagement in specific circumstances by giving written notice to the other party. For retainer and hosting arrangements, either party may terminate by giving 30 days' written notice.

Immediate termination

We may terminate any engagement immediately by written notice if:

• You fail to make any payment due under these Terms and do not remedy this within 7 days of written notice;
• You act in an abusive, threatening, or unreasonable manner towards us;
• You ask us to carry out work that is unlawful, unethical, or that would infringe the rights of a third party;
• You become insolvent or enter into any arrangement with your creditors.

Effect of termination

Upon termination of a project engagement for any reason, the deposit paid is non-refundable and is retained by us in full. No further fees are owed by either party in connection with the project beyond the deposit already paid.

Upon termination, each party shall return or destroy the other's Confidential Information on request. Any licences granted under clause 8 in respect of deliverables paid for in full shall survive termination.

We process personal data in accordance with our Privacy Policy, available at typeofstudio.com/privacy, and our Cookie Policy, available at typeofstudio.com/cookies. By engaging our services, you acknowledge that you have read and understood our Privacy Policy.

Data processing on your behalf

Where we build systems or functionality that involve the processing of personal data belonging to your customers or end users (for example, contact forms, booking systems, or databases), you act as the data controller and we act as a data processor in respect of that data. Both parties agree to comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Where required, we are able to enter into a Data Processing Agreement with you on request. You are responsible for ensuring that appropriate privacy notices are in place for your own customers.

We use AI tools as part of our development workflow. This may include using AI to assist with writing code, drafting copy, researching solutions, or exploring ideas. It is a standard part of how modern web development studios work.

That said, everything we deliver is reviewed, tested, and taken responsibility for by us. AI might assist the work but it does not replace the judgement, craft, or accountability that comes with hiring a professional.

We will never input your confidential business information, client data, or any material you have shared with us in confidence into any external AI tool without your prior written consent.

Governing law

These Terms and any dispute or claim arising in connection with them shall be governed by and construed in accordance with the law of England and Wales.

Notices

Any formal notice given under these Terms (including termination notices) must be sent in writing to [email protected], or to the email address you have provided for the engagement. Notices are treated as received on the day of sending, provided no delivery failure notification is received.

Assignment and subcontracting

We may subcontract or engage others to assist in delivering the agreed work, while remaining responsible for its delivery. You may not assign your rights or obligations under these Terms without our prior written consent.

Third-party rights

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

Disputes and complaints

If you have a complaint about our services, please contact us in the first instance at [email protected]. We will endeavour to resolve any complaint promptly and in good faith.

If a dispute cannot be resolved informally, both parties agree to attempt resolution through mediation before commencing legal proceedings. The mediator shall be agreed upon by both parties, or if agreement cannot be reached, appointed by a recognised mediation body in England and Wales.

Entire agreement

These Terms, together with the relevant Statement of Work, constitute the entire agreement between the parties in relation to each engagement and supersede all prior representations, agreements, and understandings.

Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions shall continue in full force and effect.

Waiver

Failure to exercise or delay in exercising any right under these Terms does not constitute a waiver of that right.

Changes to these Terms

We may update these Terms from time to time. Any changes will be published on our website. Continued engagement with our services following notification of changes constitutes acceptance of the updated Terms.