Terms & conditions

These terms govern the services I provide as a freelance web & app developer. They apply to every quote, engagement and invoice unless we have signed a separate agreement that says otherwise. By accepting a quote or instructing me to begin work, you agree to these terms.

1. Who these terms are between

In these terms, “I”, “me” and “my” mean Jack Davenport, a freelance software engineer operating as a sole trader based in the UK. “You” means the business or person commissioning the work (the client). “Deliverables” means the work I produce for you under a quote.

2. Quotes & scope

Quotes and estimates are valid for 30 days from their date unless stated otherwise. The work I will carry out is defined by the quote or brief we agree. Estimates for open-ended or exploratory work are given in good faith and are indicative, not fixed. Anything not set out in the agreed scope is additional work (see below).

3. Changes to scope

If you ask for work beyond what we agreed, I will let you know the effect on cost and timeline before proceeding. Additional work is charged either at a re-quoted price or at my standard day rate, and is subject to these same terms.

4. Fees & payment

• Fixed-scope projects are invoiced 50% on acceptance of the quote (payable before work begins) and 50% on completion (payable before the final deliverables and any transfer of ownership are handed over).
• Ongoing, retainer or time-and-materials work (for example a per-day arrangement) is invoiced monthly in advance, unless we agree a different schedule in writing.
• All invoices are payable within 30 days of the invoice date, by bank transfer to the account shown on the invoice.
• Deposits and advance payments are non-refundable, as they reserve my time and cover any work that may have already started.
• I am not currently VAT registered, so no VAT is charged. Should that change, VAT will be added at the prevailing rate.
• Third-party costs — such as hosting, domains, software licences, fonts, stock media or paid APIs — are either paid by you directly or passed on to you at cost, and are agreed in advance.

5. Late payment

For business clients, overdue invoices may be subject to interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998. I may also pause work and withhold deliverables, handover or transfer of ownership while any invoice remains overdue.

6. Your responsibilities

To keep a project on track, you agree to provide the content, assets, access, information and feedback I need in good time, and to give approvals promptly. Delays on your side may affect the timeline and cost. You confirm that anything you supply — text, images, logos, data and the like — is owned by you or properly licensed, and that its use does not infringe anyone else’s rights or break any law.

7. Timelines

Any timescales I give are estimates made in good faith and depend on your input and on third-party services. I am not liable for delays caused by factors outside my reasonable control.

8. Intellectual property & ownership

Until I have received payment in full for the relevant work, all intellectual property rights in everything I produce remain with me. Ownership passes to you only as set out below, and only once the work is fully paid for.

• One-off & bespoke deliverables (for example a website build, a design, content or configuration): on receipt of full payment, ownership and title in the final deliverables transfer to you.
• Software products & built code: where I develop a software product or application, I retain ownership of the underlying source code. On full payment you receive ownership of, and the right to use and distribute, the distribution (compiled or deployable) files — the output that runs. Unless we agree otherwise in writing, for example a separate source-code licence or buy-out, the source code itself is not transferred to you.
• Pre-existing & third-party materials: I keep ownership of anything I created before, or independently of, your project — including my own tools, libraries, frameworks and techniques. Where these are included in a deliverable, you receive a non-exclusive, perpetual licence to use them as part of that deliverable. Open-source and other third-party components remain under their own licences.
• My know-how: I remain free to reuse the general skills, knowledge, techniques and non-client-specific components I develop in the course of the work.
• Portfolio: I may reference and display the work, and name you as a client, in my portfolio and marketing, unless we have agreed confidentiality in writing.

9. Third-party services & hosting

Projects often rely on third-party services such as hosting, domains, platforms and APIs. These are provided under their own terms, and you are responsible for their accounts and ongoing costs. I am not responsible for the availability, changes, pricing or discontinuation of services I do not control.

10. Testing, acceptance & defects

Please review deliverables promptly on delivery. Deliverables are treated as accepted if you do not report an issue within 14 days of delivery. I will fix genuine defects — work not performing as agreed — reported within 30 days of delivery at no charge. Beyond that period, and for issues caused by changes you or third parties make, or by misuse, fixes and changes are chargeable.

11. Support & maintenance

Ongoing support and maintenance are not included unless we agree them separately. They can be arranged on a retainer or on an ad-hoc basis.

12. Warranties

I will perform the services with reasonable skill and care. Except as expressly stated in these terms, deliverables are provided “as is”: I do not warrant that software will be uninterrupted or entirely error-free, or that it will be fit for a purpose we have not agreed in writing.

13. Limitation of liability

Nothing in these terms limits any liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud. Subject to that:

• My total liability arising out of or in connection with the work is limited to the total fees you have paid for that work (or, for ongoing work, the fees paid in the 12 months before the claim arose).
• I am not liable for indirect or consequential loss, or for loss of profit, revenue, data, goodwill or business.
• You are responsible for keeping your own backups of your data and materials.

14. Confidentiality

Each of us will keep the other’s confidential information private and use it only for the purposes of the project. This does not apply to information that is already public, or where disclosure is required by law.

15. Data protection

We will each comply with UK data protection law. Where I process personal data on your behalf, I will do so only on your instructions and with appropriate safeguards, and we can put a separate data processing agreement in place where one is needed. For how I handle personal data through this site, see my privacy policy.

16. Termination

Either of us may end an engagement by giving written notice. On termination you will pay for all work carried out, and costs committed, up to that point. Deposits and advance payments are non-refundable, and no transfer of ownership or intellectual property takes effect for work that has not been paid for in full. I may suspend or end work where an invoice is overdue or where there is a material breach of these terms.

17. Subcontracting

I may use trusted subcontractors or third parties to help deliver the work, but I remain responsible to you for it.

18. Events outside our control

Neither of us is liable for delays or failures caused by events beyond our reasonable control.

19. Governing law

These terms are governed by the law of England and Wales, and any disputes are subject to the exclusive jurisdiction of its courts.

20. General

If any part of these terms is found to be unenforceable, the rest continues to apply. These terms, together with the relevant quote, form the whole agreement for the work and replace any earlier discussions. Any change to them must be agreed in writing. A failure to enforce a term is not a waiver of it.

Questions

If anything here is unclear, or you would like these terms in a separate signed document, email me at jd@jackdavenport.co.uk.