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, instructing me to begin work, or viewing a demo or proposal I provide, 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.
• Demos & proposals: anything I produce before an engagement begins — demos, prototypes, mock-ups, designs, proposals and the documents accompanying them — remains my property, and no licence to use it is granted unless the project proceeds and is paid for. It is shared with you to evaluate my proposal and for no other purpose. You may not copy, reproduce, adapt, publish or pass it to a third party — including another designer, developer or agency — without my written permission. By viewing or receiving it, you accept these conditions.
• 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 expertise: 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 each deliverable promptly on delivery. A deliverable is treated as accepted on the earlier of: you confirming acceptance; you putting it into live or commercial use; or 14 days from delivery without a written report of a defect.

A defect means the deliverable materially fails to work as set out in the agreed scope, and can be reproduced by me on the platforms listed in section 11 (or those we agreed in writing instead). The following are not defects, and are chargeable as additional work under section 3: changes of mind; refinements to design, copy or behaviour that met the agreed scope; new or expanded requirements; and issues arising from content or materials you supplied.

Defects reported in writing within 30 days of delivery I will fix at no charge, within a reasonable time. After that period the deliverable is out of warranty and all work is chargeable. I am not responsible for issues caused by changes you or a third party make to the deliverable or its environment, by misuse, or by later changes to third-party services, browsers, devices or operating systems.

Each round of work includes up to two rounds of consolidated feedback. Please gather your comments into a single written list per round; further rounds, or feedback that reopens something already approved, are charged at my standard day rate. If I do not hear from you for 30 days, I may treat the deliverables as accepted and the engagement as complete, and invoice any balance outstanding.

11. Supported browsers & devices

Unless the agreed scope says otherwise in writing, I build and test against the following. Work to support anything outside it — older browsers, older operating systems, or specific legacy devices — is additional work under section 3.

• Desktop browsers: the current and immediately previous major version of Chrome, Edge and Firefox, and of Safari on a version of macOS still receiving security updates from Apple. These browsers update themselves, so in practice this means an up-to-date browser.
• Mobile browsers: Safari on the current and immediately previous major version of iOS or iPadOS, and Chrome on Android devices running a version of Android still receiving security updates from Google.
• Devices: any device able to run one of the operating systems above — in practice, roughly the last five years of mainstream phones, tablets and computers. A device that can no longer receive its manufacturer’s updates is out of scope.
• Screen sizes: viewport widths from 320 pixels upwards, across phone, tablet and desktop layouts.
• Not supported: Internet Explorer; browsers in data-saver, proxy or “compatibility” modes; in-app browsers that modify page behaviour; and browsers with JavaScript or cookies disabled where the deliverable needs them.

Conformance to a specific accessibility standard — for example WCAG 2.2 AA — is included only where the agreed scope says so.

12. Support, maintenance & minimum term

Ongoing support and maintenance are not included in a project unless we agree them separately. They can be arranged ad hoc, or as a monthly service — a maintained site, for example. Where it is a monthly service, the fee, any minimum term and any monthly allowance are stated on the quotation, and the following apply.

A maintained site includes:

• Updates to the software the site runs on — platform, framework, dependencies, plugins and libraries — applied as they are released, with security patches treated as the priority.
• Uptime monitoring, and investigating anything that takes the site down.
• Backups taken on a regular schedule, and restoring from one where something has gone wrong.
• Fixing faults in the work I built, for as long as the service runs. This sits on top of the 30-day period in section 10 rather than replacing it: while the site is maintained, that warranty effectively continues.
• Small changes — content, copy, images and minor tweaks — up to the monthly allowance stated on the quotation. The allowance is for changes to the site as built, does not carry over into another month, and is not refundable if unused.
• Keeping the plumbing in order: SSL certificates, DNS and hosting configuration, where those sit on accounts I have access to.

It does not include:

• New work — new features, new pages, redesigns, or anything beyond the site as it was built. That is quoted separately under section 3, and I will always tell you before a request crosses that line.
• Third-party costs — hosting, domains, licences, fonts, stock media and paid APIs. These are handled as set out in section 4.
• Content and marketing — writing copy, photography, video, ongoing SEO, advertising or campaign work.
• Problems I did not cause — faults arising from changes you or another supplier make, from a third-party service changing, breaking or shutting down, or from misuse. I will always tell you what I find, and can quote to put it right.
• Moving the site to a different platform, host or CMS.
• Training, or acting as IT support — email, devices, accounts and networks are outside it.
• Support for platforms outside section 11, which applies to a maintained site as it does to a build.

The commercial terms:

• Minimum term: where the quotation states one, it runs from the date the service starts. It exists because the work behind a maintained site — monitoring, updates, backups and reserved time — is committed for the whole period rather than month by month.
• Billing: the monthly fee is invoiced monthly in advance unless we agree otherwise in writing. The quoted fee holds for the minimum term; after that I may revise it on 30 days’ written notice.
• After the minimum term: the service continues month to month until either of us ends it on 30 days’ written notice.
• Ending it early: if you end the service before the minimum term is up — or I end it because of a material breach or an unpaid invoice — the monthly fees remaining in that term become payable.
• A reduction given for taking a plan: where the quotation reduced the price of project work because you were taking a monthly service, that reduction is conditional on the minimum term being served. If the service ends before then, or never starts, the reduction becomes payable. I will not recover both the reduction and the remaining monthly fees for the same period — whichever is the greater applies, not both.
• Suspension: I may pause the service while an invoice is overdue. Paused months still count toward the minimum term and remain payable.

13. 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, that it will work on platforms outside those in section 11, or that it will be fit for a purpose we have not agreed in writing.

14. 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.

15. 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.

16. 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.

17. 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.

18. Subcontracting

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

19. Events outside our control

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

20. 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.

21. 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.