1.1 These Terms and Conditions ("Terms") are issued by Northbound Studio Ltd, a company registered in England and Wales under company number 17311252, with its registered office at 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ ("Northbound Studio", "we", "us", "our").
1.2 These Terms, together with any written proposal, quotation or statement of work ("Proposal") issued by us, form the entire agreement (the "Agreement") between us and the client named in the Proposal ("Client", "you", "your").
1.3 By accepting a Proposal, paying a deposit, or instructing us to commence work, you agree to be bound by these Terms.
1.4 If there is any conflict between these Terms and a Proposal, the Proposal shall take precedence for that project only.
2. Business Clients Only
2.1 Our services are provided to businesses, organisations and individuals acting in the course of a business, trade, craft or profession. By engaging us, you confirm that you are not contracting as a consumer.
2.2 If you are contracting as an individual, you warrant that the services are for business purposes and acknowledge that consumer protection legislation, including the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, does not apply to the Agreement.
3. Services
3.1 Services may include, but are not limited to: website design and development; website maintenance and management; content updates; hosting assistance; business automation; CRM and software integrations; digital consultancy; and technical support.
3.2 The scope, deliverables, timelines and fees for each project will be set out in the Proposal. Any services not expressly included in the Proposal are excluded and may be subject to additional charges.
3.3 We may use subcontractors or third-party specialists to deliver part of the services. We remain responsible for work delivered under the Agreement.
4. Quotations and Proposals
4.1 All quotations and Proposals are valid for 30 days from the date of issue unless otherwise stated.
4.2 A Proposal is accepted when the Client confirms acceptance in writing (including by email) or pays any requested deposit, whichever occurs first.
4.3 Upon acceptance, we reserve the time and resources required to complete the project. Quoted timelines are estimates and commence only once the deposit has been received and all required Client materials have been supplied.
5. Fees, Deposits and Payment
5.1 Unless otherwise agreed in writing: (a) a deposit of 50% of the project fee is payable before work commences; and (b) the remaining balance is payable in full before website launch, handover, or transfer of any deliverables or account access.
5.2 The deposit reflects the reservation of our time and resources and work performed in the early stages of a project. It is non-refundable except where we cancel the project without cause before commencing any work.
5.3 Invoices are payable within 14 calendar days of the invoice date.
5.4 If any invoice is overdue, we may suspend work, withhold deliverables, and/or delay launch until payment is received in full. Suspension shall not constitute a breach of the Agreement by us.
5.5 Late payments will incur interest and fixed recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% per annum above the Bank of England base rate, plus reasonable costs of recovery.
5.6 All fees are stated in Pounds Sterling (GBP) and are exclusive of VAT, which will be added at the prevailing rate where we are VAT-registered.
5.7 The Client may not withhold or set off any payment due under the Agreement against any claim or dispute.
6. Website Management and Support Plans
6.1 Where the Client subscribes to a monthly management or support plan, the monthly fee covers only the services listed in the agreed plan, which may include: website updates; software and plugin updates; security monitoring; technical support; and minor content changes.
6.2 "Minor content changes" means routine text and image updates that can reasonably be completed within 30 minutes of work per request.
6.3 Management plans operate on a fair use basis. We may decline, defer, or separately quote requests that are excessive in volume or fall outside the plan.
6.4 Management plans do not include: full or partial redesigns; major functionality changes; new page creation; copywriting; SEO campaigns; third-party software, hosting, domain or licence costs; or development work beyond the agreed plan.
6.5 Plans are billed monthly in advance. Either party may cancel a plan by giving 30 days' written notice. Fees paid in advance are non-refundable, and any fees due up to the effective cancellation date remain payable.
6.6 We may amend recurring plan fees by giving at least 30 days' written notice. If the Client does not accept the revised fee, they may cancel under clause 6.5 before the new fee takes effect.
6.7 If a management plan is cancelled or lapses, we are under no obligation to provide continued updates, security patching, backups or support, and clause 13 (Hosting, Security and Backups) applies accordingly.
6.8 Support under a management plan is provided Monday to Friday, 9:00am–5:30pm (UK time), excluding public holidays in England and Wales. General requests are normally responded to within one business day; urgent requests are prioritised where reasonably possible within these hours. Response times are targets, not guarantees.
7. Revisions and Scope Changes
7.1 Unless otherwise stated in the Proposal, projects include up to two rounds of revisions during the design phase. A "round of revisions" means one consolidated set of feedback provided by the Client.
7.2 Additional revisions, substantial design changes, new features or functionality, or any work outside the agreed scope will be quoted and charged separately.
7.3 Where project requirements materially change after acceptance, we may adjust fees and timelines by written notice, and may require a further deposit before continuing.
8. Approval and Acceptance
8.1 The Client shall review deliverables and provide consolidated feedback within 7 calendar days of delivery.
8.2 If no feedback is received within that period, or if the Client approves launch (in writing or by conduct, including instructing us to publish the website), the deliverable shall be deemed accepted.
8.3 Without limiting clause 8.2, the website shall in any event be deemed accepted immediately upon Launch. "Launch" means the website being made publicly accessible via the Client's chosen domain or a staging domain approved by the Client, or otherwise being made available for use in the Client's business — whichever occurs first, regardless of any outstanding feedback.
8.4 Following acceptance, further changes shall be treated as new work and charged separately, save for the defect remedy in clause 9.
9. Defects and Warranty
9.1 We will remedy, at no additional cost, any material defects in our workmanship notified to us in writing within 30 days of website launch or handover ("Warranty Period").
9.2 The warranty does not cover: defects caused by Client or third-party changes to the website; third-party platform, plugin, browser or API changes; hosting or domain issues outside our control; or content supplied by the Client.
9.3 Beyond the Warranty Period, support and fixes are provided under a management plan or charged at our then-current rates.
10. Client Responsibilities
10.1 The Client agrees to: provide accurate and complete information; supply all content, images, branding materials, credentials and access required for the project promptly; review and approve work within agreed timeframes; and maintain valid licences for all third-party materials it supplies.
10.2 The Client warrants that it owns, or holds all necessary rights and permissions to use, all content, images, trademarks, logos, footage, music and other materials it supplies, and that such materials do not infringe the rights of any third party or breach any law.
10.3 We are not responsible for delays caused by late feedback, missing content, delayed access or Client inactivity, and timelines shall extend accordingly.
10.4 If content, materials or access required to progress the project (as requested by us in writing) has not been supplied within 30 calendar days of the request, we may reschedule the project to the next available delivery slot and issue a revised delivery date, without this constituting a breach of the Agreement.
10.5 The Client is responsible for the legal compliance of its own business, website content and use of the website, including privacy notices, cookie compliance, accessibility, sector regulations and advertising standards. We may assist with implementation but do not provide legal advice.
11. Delays and Abandoned Projects
11.1 If a project is inactive for more than 30 days due to lack of Client communication or required input, we may place it on hold and reallocate resources.
11.2 If a project remains inactive for more than 90 days, we may treat it as abandoned and terminate the Agreement. All work completed to date becomes immediately payable, the deposit is retained, and a restart fee may apply to resume an abandoned project.
12. Intellectual Property
12.1 All concepts, drafts, designs, code and project materials remain our property until full payment of all sums due has been received.
12.2 Upon full payment, ownership of the final agreed deliverables transfers to the Client, together with the right to use the completed website and associated materials for its business.
12.3 We retain all rights in: our pre-existing intellectual property; internal processes, frameworks and methodologies; templates and reusable code libraries; and development tools and workflows. To the extent any such materials are incorporated into deliverables, we grant the Client a perpetual, non-exclusive, royalty-free licence to use them as part of the deliverables only.
12.4 Deliverables may incorporate third-party and open-source components (including themes, templates, plugins, fonts, stock media and platform features) which are licensed under their own terms. The Client is responsible for maintaining any ongoing third-party licences or subscriptions after handover.
12.5 Rejected or unused concepts and drafts remain our property and may be reused.
12.6 We may reference the Client's name and display completed work, screenshots and project summaries in our portfolio, website, social media and marketing materials, unless otherwise agreed in writing. We may include a discreet "Designed by Northbound Studio" credit and link in the website footer; the Client may request its removal in writing.
13. Third-Party Services, Hosting, Security and Backups
13.1 Projects may rely on third-party providers including Framer, Google Workspace, hosting providers, domain registrars, payment processors, CRM platforms, analytics providers and software integrations. Such providers operate under their own terms, pricing and service levels.
13.2 We are not responsible for outages, price changes, feature changes, service interruptions, data loss or failures caused by third-party providers.
13.3 Unless expressly included in a Proposal or management plan, the Client is responsible for all third-party subscription, hosting, domain, licence and software fees, and for renewing them on time.
13.4 Domain names, hosting accounts, payment processor accounts and third-party platform accounts are registered in, remain the property of, and are the responsibility of the Client unless otherwise agreed in writing.
13.5 Platform and hosting. Unless otherwise agreed in writing, websites are built on the Framer platform and hosted under the Client's own Framer account and subscription, which the Client is responsible for maintaining and paying for directly to Framer, separately from any fees payable to Northbound Studio.
13.6 Platform lock-in disclosure. The Client acknowledges that Framer is a closed, proprietary platform. Content and design built in Framer cannot be exported as a fully portable, ready-to-host website in the way that some open-source platforms (such as WordPress) allow. Moving the website to a different platform or provider in future is likely to require a substantial rebuild rather than a straightforward export, and may involve additional fees whether carried out by Northbound Studio or a third party. This is disclosed so the Client can make an informed decision before proceeding, and does not affect the Client's ownership of the final deliverables under clause 12.2.
13.7 Effect of non-payment or cancellation of a management plan. Because the Client holds its own Framer subscription under clause 13.5, the website will continue to remain online and accessible for as long as the Client keeps that Framer subscription active, regardless of whether a Northbound Studio management plan is in place. If the Client cancels or falls into arrears on a management plan under clause 6.5, Northbound Studio will simply cease providing the services covered by that plan (updates, security monitoring, support and minor changes) from the effective cancellation or suspension date. Northbound Studio will not suspend, remove or restrict access to the live website for non-payment of a management plan, as we do not control the Client's own Framer account.
13.8 Where hosting is managed by the Client or a third party, we give no guarantee of uptime, availability, security or performance. Where we provide ongoing management, we will use reasonable efforts to maintain security and availability, but no website or online service can be guaranteed to be completely secure or free from vulnerabilities.
13.9 Unless backups are expressly included in a management plan, we are not responsible for maintaining backups of the Client's website, content or data, and the Client should maintain its own backups.
14. Confidentiality
14.1 Each party shall keep confidential all confidential information of the other party — including login credentials, customer information, business and commercial information, technical documentation and proprietary information — and shall not disclose it to third parties except to professional advisers and subcontractors under equivalent obligations, or where required by law.
14.2 This obligation survives termination of the Agreement.
15. Data Protection
15.1 Each party shall comply with applicable UK data protection legislation, including the UK GDPR and the Data Protection Act 2018.
15.2 Where we process personal data on the Client's behalf (for example, form submissions or customer data), we do so as a processor on the Client's documented instructions, will implement appropriate technical and organisational measures, and will notify the Client without undue delay on becoming aware of a personal data breach affecting that data. A separate data processing agreement is available on request and shall apply where required by Article 28 UK GDPR.
15.3 The Client remains the controller of personal data collected through its website and is responsible for its own lawful basis, privacy notices and data subject rights compliance.
16. No Guarantee of Results
16.1 We provide professional services and recommendations but do not guarantee search engine rankings, website traffic, lead generation, conversion rates, sales performance, business growth or any specific commercial outcome. Results depend on numerous factors outside our control.
17. Non-Solicitation
17.1 During the Agreement and for 12 months after its termination, the Client shall not directly engage, solicit or hire any employee, contractor or subcontractor of Northbound Studio who was involved in delivering the services, without our prior written consent.
18. Indemnity
18.1 The Client shall indemnify and hold harmless Northbound Studio against all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising from: (a) content or materials supplied by the Client; (b) intellectual property infringement caused by Client-provided materials; (c) the Client's use or operation of the website; (d) the Client's breach of these Terms or of applicable law.
19. Limitation of Liability
19.1 Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded.
19.2 Subject to clause 19.1, we shall not be liable for: loss of profits; loss of revenue; loss of business or business opportunities; loss of anticipated savings; loss or corruption of data; loss of goodwill; or any indirect, incidental or consequential loss.
19.3 Subject to clause 19.1, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Client to Northbound Studio in the 12 months preceding the event giving rise to the claim.
20. Force Majeure
20.1 We shall not be liable for any delay or failure to perform caused by circumstances beyond our reasonable control, including internet or power outages, cyber incidents, third-party service disruptions, natural disasters, epidemics, government actions, or illness or incapacity. For clarity, this includes outages or service disruptions affecting Framer, Google Workspace, domain registrars or other third-party providers used to deliver the services. Timelines shall be adjusted accordingly.
21. Term, Suspension and Termination
21.1 Either party may terminate a project or service agreement by written notice if the other party commits a material breach and fails to remedy it within 14 days of written notice, or if the other party becomes insolvent, enters administration or liquidation, or ceases to trade.
21.2 We may suspend or terminate services immediately where invoices remain unpaid beyond 14 days of a reminder, or where the Client breaches these Terms.
21.3 The Client may terminate a project for convenience by written notice, in which case: all work completed to the termination date is payable; the deposit is retained; and any outstanding invoices become immediately due.
21.4 On termination for any reason, clauses which by their nature should survive (including clauses 5, 12, 14, 15, 17, 18, 19 and 22) shall continue in force.
22. General
22.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and representations, other than fraudulent misrepresentations.
22.2 Variation. No variation of these Terms is effective unless in writing and agreed by both parties.
22.3 Assignment. The Client may not assign or transfer the Agreement without our prior written consent. We may assign or subcontract our rights and obligations.
22.4 Severability. If any provision is found to be invalid or unenforceable, the remainder of these Terms shall remain in full force.
22.5 Waiver. A failure or delay in exercising any right is not a waiver of that right.
22.6 Third-party rights. No person other than the parties shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Terms.
22.7 Notices. Notices shall be given in writing by email to the addresses used by the parties for the project, and are deemed received on the next business day after sending, absent a delivery failure notification.
22.8 Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties.
23. Dispute Resolution and Governing Law
23.1 The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, the parties may agree to mediation before commencing proceedings.
23.2 These Terms and the Agreement are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction over any dispute.
24. Contact
Northbound Studio Ltd Company No. 17311252 · Registered in England and Wales Registered office: 71–75 Shelton Street, Covent Garden, London, WC2H 9JQ Email: hello@northboundstudio.co.uk Website: www.northboundstudio.co.uk