Terms & Conditions

1. About HADLY and these terms

These terms apply to website design, development, setup, management, maintenance and related services supplied by Callum Hadley, trading as HADLY, a sole trader ("HADLY", "we", "us" or "our").

Email: callum@hadly.co.uk
Website: hadly.co.uk
Business correspondence address: [INSERT BUSINESS ADDRESS BEFORE USE]

The customer is referred to as "you" or the "Client". A contract is formed when you accept our written quotation or proposal, make a payment under an agreed plan, or otherwise instruct us to start work after receiving these terms. If a quotation expressly conflicts with these terms, the quotation takes priority for that project.

2. Quotations and project scope

A quotation describes the agreed deliverables, assumptions, price and any timetable. Unless stated otherwise, quotations remain open for 30 days. Anything not expressly included is outside scope and may be quoted separately.

The Client must check that the scope meets its needs before acceptance. Estimates of completion dates are targets rather than guarantees unless we expressly agree a fixed deadline in writing.

3. Client responsibilities

The Client must:

• provide accurate instructions, content, branding, feedback, access and approvals reasonably required for the project;
• ensure that supplied text, images, logos, data and other materials are lawful, accurate and do not infringe another person's rights;
• obtain any licences, permissions, privacy wording or regulatory approval applicable to its business and website;
• keep copies of important content and protect all account credentials; and
• nominate one person authorised to give instructions and approve work, where the Client is an organisation.

The Client is responsible for the legality and accuracy of the finished website's business claims, prices, policies and regulated content. HADLY does not provide legal, tax or regulatory advice.

4. Fees and payment options

Unless the quotation states otherwise, the Client may choose one of the following payment options:

• Option 1 - setup fee and standard monthly plan: a one-off setup fee of £149 becomes payable when the website has been built and is ready for launch. This fee must be paid before HADLY connects or changes the live domain. The ongoing website management fee is then £19.99 per month, payable monthly in advance from launch.
• Option 2 - no setup fee: no £149 setup fee is charged. Instead, the Client pays £29.99 per month for the first 12 months. This option has a fixed minimum term of 12 months. After the first 12 months, the ongoing fee reduces to £19.99 per month unless a different price is agreed in writing.

Under Option 2, the Client remains responsible for the monthly fees due for the full 12-month minimum term if it chooses to cancel early, except where the Client has a legal right to cancel or HADLY has materially breached the contract.

Recurring payments are due monthly in advance on the date stated in the quotation or invoice. Other invoices are due within 7 calendar days unless another period is stated. Fees are exclusive of VAT unless VAT is expressly shown; no VAT will be charged while HADLY is not VAT registered.

For business Clients, overdue sums may carry interest and recovery costs to the extent permitted by the Late Payment of Commercial Debts (Interest) Act 1998. The Client remains responsible for approved third-party charges.

5. Cancellation and refunds

If a business Client cancels before launch, HADLY may invoice the reasonable value of work already completed and approved commitments incurred, subject to the agreed payment option and up to the total amount that would otherwise be payable. Any excess prepaid amount will be refunded.

If HADLY cancels other than because of the Client's breach, we will refund prepaid fees for services not supplied. Rights that cannot lawfully be excluded remain unaffected.

6. Additional rights for consumers

This section applies only where the Client is an individual acting wholly or mainly outside their trade, business, craft or profession. A consumer entering a distance or off-premises contract will generally have 14 days from contract formation to cancel. A cancellation may be sent clearly by email to callum@hadly.co.uk.

If the consumer asks us to begin during the 14-day cancellation period, they must make an express request and may have to pay for services properly supplied before cancellation. If the service is fully performed during that period after the required request and acknowledgement, the cancellation right may end. Nothing in these terms restricts statutory rights relating to services that are not performed with reasonable care and skill or as agreed.

7. Revisions and changes

Unless the quotation states otherwise, the project includes two reasonable rounds of revisions to the agreed design. A revision round means one consolidated list of changes supplied at the relevant review stage. Revisions do not include a new concept, changed brief, new pages, replacement functionality or repeated changes to previously approved work.

Additional work or changes in scope will be quoted or charged at the rate agreed with the Client. We will seek approval before carrying out chargeable additional work.

8. Delays and inactive projects

HADLY is not responsible for delay caused by late content, feedback, access, approval, third-party services or events outside our reasonable control. If the Client does not provide a required response within 14 days, we may adjust the timetable. If there is no meaningful response for 30 days, we may place the project on hold and invoice work completed. Restarting may depend on availability and may incur a reasonable rescheduling fee notified in advance.

9. Approval, testing and launch

We will give the Client a reasonable opportunity to review the website. Approval, an instruction to launch, or use of the website in business confirms acceptance of the visible design and content, subject to faults that could not reasonably have been identified during review.

HADLY will use reasonable care to test agreed functionality in current mainstream browsers and typical screen sizes. Exact appearance may vary by browser, device, operating system and later software updates. Compatibility with obsolete technology or unlisted systems is not included unless expressly agreed.

10. Ownership and intellectual property

The Client retains ownership of materials it supplies and licenses HADLY to use them for the project. HADLY retains ownership of its pre-existing tools, know-how, reusable components, working methods and materials not created exclusively for the Client.

Once all undisputed project fees are paid, HADLY assigns to the Client the copyright it owns in the bespoke final design work created specifically for that project, excluding third-party materials, platform components and retained materials described above. The Client receives third-party items only under their applicable licence terms. Drafts, rejected concepts and unused work remain HADLY's property.

Unless the Client asks us in writing not to, HADLY may display the completed public website and identify the Client in its portfolio and marketing. Any credit link in the website footer will be agreed with the Client and may be removed on request.

11. Third-party platforms and services

Websites may depend on external platforms, hosting, domains, plugins, fonts, payment services, analytics or APIs. Those services have separate terms, privacy practices, availability and charges. HADLY is not responsible for an external provider's outage, price change, suspension, security incident or feature change, but will provide reasonable assistance within the agreed service.

The quotation should identify who owns and pays for relevant accounts. Where practical, important domain and platform accounts should be registered in the Client's name or transferred after payment.

12. Website management and support

Ongoing management covers only the tasks and allowances stated in the quotation or plan. It does not include redesigns, major new pages, custom functionality, third-party fees, emergency recovery or unlimited work unless expressly stated.

The £19.99 standard monthly plan continues on a rolling basis and either party may end it by giving 30 days' written notice. The £29.99 no-setup-fee plan has an initial fixed term of 12 months, after which it becomes a rolling £19.99 monthly plan that may be ended on 30 days' written notice. Fees already due, including any remaining amount properly payable for a fixed minimum term, remain payable. At the end of the service, we will provide reasonable cooperation with transfer or handover after outstanding invoices are paid. Additional migration work may be chargeable if not included.

13. Search engines and business results

HADLY may implement agreed basic search-engine settings and good-practice measures, but does not guarantee rankings, traffic, enquiries, sales, revenue, uninterrupted availability or approval by search engines or advertising platforms. Results depend on factors outside our control and may change over time.

14. Confidentiality and data protection

Each party must keep the other's non-public business information confidential and use it only for the contract, except where disclosure is authorised or legally required. Each party will comply with applicable data-protection law.

Where HADLY processes personal information on the Client's documented instructions, the parties will put appropriate processor terms in place where required. The Client remains responsible for its privacy notices, cookie choices, lawful bases and instructions. HADLY's own use of contact and account information is described in its Privacy Policy.

15. Warranties and corrections

HADLY will provide services with reasonable care and skill. If the Client reports a failure to meet the written specification within 30 days after launch or handover, we will investigate and, where the issue is our responsibility, use reasonable efforts to correct it without additional charge. This does not cover later client changes, third-party changes, misuse, expired services, unsupported technology or matters outside the agreed scope.

16. Liability

Nothing in these terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or a consumer's non-excludable statutory rights.

For business Clients only, HADLY will not be liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, opportunity, goodwill or data, except where the law does not permit exclusion. Subject to the previous paragraph, HADLY's total liability arising from a project or service will not exceed the fees paid or payable for the specific project or, for recurring services, the fees paid in the six months preceding the event giving rise to the claim. This cap does not apply where liability cannot lawfully be limited.

The Client must take reasonable steps to reduce avoidable loss and maintain appropriate business continuity, security and backups.

17. Suspension and termination

Either party may terminate immediately by written notice if the other commits a serious breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice.

Overdue monthly payments: if a monthly payment remains unpaid for one full month after its due date, and HADLY has made at least one reasonable written attempt to obtain payment, HADLY may suspend the service and take the website offline immediately. Suspension does not cancel the amount owed or the Client's obligations under any minimum term. HADLY will restore the website within a reasonable period after all overdue sums are paid, provided the service has not been terminated.

Taking a website offline means temporarily making the public website unavailable; it does not mean that HADLY will immediately erase the website files. If the account remains unpaid, HADLY may terminate the service by written notice and may permanently delete files after giving the Client at least 30 days' written notice and a reasonable opportunity to pay and request a handover. HADLY may also suspend services where reasonably necessary for security, unlawful content, misuse or another material contractual breach.

On termination, the Client must pay for services supplied and approved commitments incurred up to the termination date. Clauses intended to continue, including payment, confidentiality, ownership, liability and governing law, remain effective.

18. General

Neither party is liable for delay caused by an event outside its reasonable control, provided it takes reasonable steps to minimise the effect. The Client may not transfer the contract without HADLY's written consent; HADLY may use suitable subcontractors while remaining responsible for the contracted service. A failure to enforce a right is not a waiver. If a provision is unenforceable, the remainder continues. No third party has a right to enforce these terms under the Contracts (Rights of Third Parties) Act 1999.

19. Governing law and disputes

The parties should first try in good faith to resolve any concern by contacting each other. These terms and the contract are governed by the law of England and Wales. For business Clients, the courts of England and Wales have exclusive jurisdiction. Consumers may also have mandatory rights to bring proceedings in the part of the UK where they live.

20. Contact and notices

Project notices, cancellation and termination communications should be sent to callum@hadly.co.uk. Notices to the Client may be sent to the most recent email address it has provided. The Client should notify HADLY promptly if its contact details change.