Project agreement

1. How this agreement works

1. 1.1The agreement is made up of the quote and these terms. If they conflict, the quote wins.
2. 1.2It starts when you accept the quote in writing (a reply to our email is enough). Work starts once we have received the first payment.
3. 1.3Our website terms don't apply to this work, except where this agreement says so.

2. What we will do

1. 2.1We will do the work listed in the quote, with reasonable skill and care, by the dates in it.
2. 2.2Anything not listed in the quote isn't included. If you want it, it's a change (clause 6).
3. 2.3Unless the quote says otherwise, we test the site on current versions of Chrome, Safari, Firefox and Edge, on phones and computers.
4. 2.4We build to the Breeze standard. At launch, every page we deliver scores 90 or more in Google PageSpeed for performance, accessibility, best practice and SEO, doesn't jump about as it loads, works with a keyboard and screen readers, and is served securely. Content or services added after launch can change these scores.

3. What we need from you

1. 3.1The words, photos, logos, logins and decisions listed in the quote, by the dates in it.
2. 3.2Feedback on work we show you within 5 working days, or a note saying when it will come.
3. 3.3You confirm you have the right to use everything you give us, and that it doesn't break the law or anyone's rights.
4. 3.4If something we need arrives late, our dates move by at least the same time. We will tell you the new dates.
5. 3.5If someone makes a claim against us because of something you gave us (for example, a photo you didn't have the rights to use), you cover our reasonable costs of dealing with it.

4. Dates

1. 4.1The dates in the quote are our honest estimate. We will tell you as soon as we know a date may slip, and why.
2. 4.2If the project is paused at your request, or waiting on you, for more than 30 days, we may schedule the rest around other work and agree new dates with you.

5. Updates and approval

1. 5.1We keep you updated as we go, at least every two weeks during active work, and show you the work in progress.
2. 5.2When the work is finished, we show it to you complete, on a private preview, before it goes live or is handed over.
3. 5.3You approve it, or tell us what doesn't match the quote, within 10 working days. We fix anything that doesn't match, and show you again.
4. 5.4Small issues that don't stop the site being used don't hold up approval. We fix them under clause 9.
5. 5.5If you put the work live yourself, it counts as approved. If you are a business client and don't reply within 10 working days of a reminder, it also counts as approved.

6. Changes

1. 6.1Either of us can suggest a change to the work. We will tell you in writing what it costs and how it affects the dates.
2. 6.2A change is only made once you agree to it in writing. Nothing is added to your bill without your agreement.

7. Price and payment

1. 7.1The price is the one in the quote, plus any changes you agree under clause 6.
2. 7.2For a build, you pay 50% of the price when you accept the quote, and the remaining 50%, plus any agreed changes, once you approve the finished work under clause 5. The site goes live, or is handed over, once that final payment is made.
3. 7.3For smaller jobs, the quote may say the whole price is paid on completion instead.
4. 7.4Invoices are due within 14 days. You can pay online by card, or by bank transfer. We aren't registered for VAT, so no VAT is added. If we become registered before your work is finished, the agreed price includes any VAT due, so what you pay doesn't change.
5. 7.5If a payment is more than 14 days late, we may pause work until it is paid. For business clients, we may also charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

8. Who owns what

1. 8.1Once you have paid in full, we assign to you the copyright and other rights in the design, code and content we create specially for you, and hand over every file, login and account. We'll sign a separate confirmation of this if you ask. Your own words, photos and logos stay yours throughout.
2. 8.2We keep ownership of our own tools and building blocks that we use across projects (such as our Breeze foundation and template parts). You get a permanent, free licence to use, change and move them as part of your site.
3. 8.3Third-party items (fonts, plugins, photos, services) are used under their own licences. We list any that cost money in the quote.
4. 8.4Until you pay in full, we keep ownership of the work and you may not put it live.
5. 8.5We may show the finished site in our portfolio, unless you ask us not to.

9. After launch

1. 9.1For 30 days after the work goes live, we fix any fault in our work free of charge.
2. 9.2This doesn't cover changes made by anyone else, your hosting or other providers' services, or updates released by third parties after launch.
3. 9.3Ongoing support and further changes are quoted separately.

10. Hosting, domains and accounts

1. 10.1Where we can, your domain, hosting and service accounts are set up in your name, so you always control them.
2. 10.2We are not responsible for outages or changes in services we don't run.

11. Confidentiality and personal data

1. 11.1We each keep the other's confidential information private, during the project and afterwards.
2. 11.2Where we handle personal data on your behalf (for example, your customers' details), we act as your processor under UK data protection law, and the data processing terms in Schedule A apply.

12. Ending the agreement

1. 12.1Either of us can end this agreement by writing to the other.
2. 12.2If it ends, you pay for the work done up to that point, at the rate in the quote. The first payment counts towards it, and we refund any part of it not used. You get the work done so far once it is paid for.
3. 12.3Either of us can end it straight away if the other seriously breaks this agreement and doesn't put it right within 14 days of being asked.
4. 12.4If you are a consumer, you can cancel within 14 days of accepting the quote, without giving a reason. Tell us clearly by email or post; you can use the form in Schedule B, but you don't have to. If you asked us to start within those 14 days, you pay for the work done up to when you told us. We refund anything else within 14 days, the same way you paid.

13. Liability

1. 13.1If you are a business client, our total liability under this agreement is limited to the price paid or payable under it, and we aren't liable for lost profits, lost revenue, lost data or other indirect losses.
2. 13.2If you are a consumer, we are responsible for loss you suffer that is a foreseeable result of us breaking this agreement or not using reasonable care and skill. We aren't responsible for loss that wasn't foreseeable, or for business losses.
3. 13.3Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law doesn't allow to be limited, and nothing affects a consumer's legal rights.

14. General

1. 14.1This agreement is the whole agreement about this work. Changes to it must be in writing and agreed by both of us.
2. 14.2Neither of us can pass this agreement to someone else without the other's written consent.
3. 14.3We may use trusted freelancers for parts of the work. We stay responsible for their work, and they are bound by the same confidentiality and data protection terms.
4. 14.4Neither of us is responsible for delays caused by events outside our reasonable control, such as power or internet failures, illness or severe weather. We will tell each other promptly. If it lasts more than 60 days, either of us can end the agreement under clause 12.
5. 14.5If a court finds any part of this agreement invalid, the rest still applies.
6. 14.6Only you and we have rights under this agreement. No one else can enforce it.
7. 14.7Notices can be given by email to the addresses we use for the project.
8. 14.8This agreement is governed by the law of England and Wales, and its courts have jurisdiction. If you are a consumer living in Scotland or Northern Ireland, you can also bring proceedings in your local courts.

Schedule A: data processing terms

This schedule applies when we handle personal data on your behalf (clause 11.2), such as form submissions, bookings or customer accounts on your site. You are the controller and we are the processor under UK GDPR and the Data Protection Act 2018. The quote says what data is involved, whose it is, why and for how long we handle it, and which providers handle it with us.

1. A.1We process the personal data only to build, test, launch and support your site, and only on your documented instructions (this agreement and your written requests), unless the law requires otherwise. If it does, we tell you first, unless the law forbids that.
2. A.2Everyone at Breeze who handles the data is bound by confidentiality.
3. A.3We keep the data secure with appropriate measures, including encrypted connections, access limited to the people who need it, and two-factor sign-in wherever a service offers it.
4. A.4You authorise us to use the providers listed in the quote (such as hosting, email delivery and payments). We tell you before adding or replacing one, so you can object. Each is held to the same data protection obligations, and we stay responsible for them.
5. A.5We help you respond to people using their data rights, and with your duties on security, breach notification and impact assessments, as far as our access allows.
6. A.6We tell you without undue delay, and within 48 hours of becoming aware, of any personal data breach affecting your data.
7. A.7When the work ends, we delete or return the personal data, as you choose, unless the law requires us to keep it.
8. A.8We give you the information you need to show these terms are met, and allow reasonable audits on reasonable notice.
9. A.9We don't transfer the data outside the UK unless it is protected in a way UK law accepts.

Schedule B: cancellation form

For clients buying as private individuals. Complete and return this form only if you wish to cancel the contract.