§ 01The parties
These terms apply between Northal(the “Studio”, “I”, “me”), a sole-trader design practice based in Northallerton, North Yorkshire, and you(the “Client”), the individual or organisation engaging me to perform the work described in the accompanying Statement of Work (the “SoW”).
By signing an SoW, paying an invoice, or giving written instruction for me to begin, you’re agreeing to these terms as they stand at that date.
§ 02Scope of work
The specific deliverables, milestones and fees for your engagement are described in the SoW. These terms apply to that SoW, and to any subsequent work I do for you unless expressly agreed otherwise in writing.
Anything outside the scope of the SoW, additional pages, extra design rounds, scope changes, new platforms, is treated as out-of-scope work. I’ll quote for it separately before starting, so there are no surprises.
§ 03Fees & payment
My standard engagement works on a fixed fee, billed in stages against the SoW:
- 50% on commencement: payable before I begin discovery or design work.
- 25% at design sign-off: payable on approval of the final design.
- 25% on delivery: payable on launch or final handover.
Invoices are payable within 14 days of issue. Late payments accrue statutory interest and compensation at the rates set by the UK Late Payment of Commercial Debts (Interest) Act 1998.
All fees are quoted exclusive of any applicable VAT, third-party costs (hosting, fonts, stock imagery, printing), and reasonable expenses agreed in advance.
§ 04Timeline & delivery
Projects begin on the date stated in the SoW, following receipt of the first payment and the materials listed under §05. I commit to a good-faith delivery schedule, but the timeline is inherently dependent on your timely feedback and supply of content.
If a project stalls for more than 30 days due to delays outside my control, I may pause the engagement and re-schedule it against my next available slot. Work already delivered remains payable.
§ 05Your responsibilities
Good work is always a conversation. To do mine, I need yours, namely:
- A single point of contact empowered to give feedback and approvals.
- Content, brand assets, and credentials supplied by the dates agreed in the SoW.
- Feedback provided in writing, consolidated across stakeholders where possible.
- Prompt response to requests for sign-off.
If any of these slip, I’ll flag it early and work with you to get back on track.
§ 06Revisions & approval
The SoW specifies the number of revision rounds included at each stage, typically two rounds on design, one on build. Additional rounds are quoted as out-of-scope work (see §02).
Written approval of a stage (including by email) is treated as sign-off. Any subsequent changes to an approved stage are treated as new work and billed accordingly.
§ 07Intellectual property
On receipt of final payment, all final deliverables specified in the SoW, the delivered website, brand assets, written copy, are transferred to you. You own them outright and are free to use, modify, and licence them as you wish.
I retain ownership of:
- Preliminary work: discarded concepts, internal working files, and explorations not selected for final delivery.
- My tools and systems: any frameworks, templates, or code libraries that pre-date the engagement or are developed independently of it.
- Third-party assets: fonts, stock imagery, plugins, and similar, which remain licensed under their own terms.
I reserve the right to display the work in my portfolio, case studies, and professional self-promotion, unless you request otherwise in writing at the outset of the project.
§ 08Confidentiality
I treat anything you share with me in the course of a project as confidential, and will not disclose it to any third party without your permission, except where required to deliver the work (e.g. engaging a trusted subcontractor) or required by law.
This obligation continues indefinitely after the engagement ends.
§ 09Liability
I’ll perform the work with reasonable skill and care, and to the standard you’d expect from a professional studio. However, and to the fullest extent permitted by law:
- My total liability for any loss, damage, or claim arising out of the engagement is limited to the total fees paid to me under the SoW in the twelve months preceding the event giving rise to the claim.
- I am not liable for indirect, consequential, or commercial losses, including lost profits, lost revenue, or loss of goodwill.
- Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
§ 10Termination
Either party may terminate the engagement on 14 days’ written notice. On termination:
- You will pay for all work completed up to the date of termination, plus any committed third-party costs.
- I will hand over all work-in-progress in a reasonable format within 14 days of final payment being received.
- Ownership transfers (see §07) only apply to deliverables for which full payment has been received.
Either party may terminate immediately in the case of material breach, insolvency, or clearly unreasonable conduct.
§ 11General
These terms, together with the SoW, represent the entire agreement between you and me, and supersede any prior understanding. Variations are valid only if made in writing and signed by both parties.
If any clause of these terms is found to be unenforceable, the remainder continues to apply.
Neither party is liable for failure or delay caused by circumstances beyond their reasonable control, a standard force majeure provision.
§ 12Governing law
These terms are governed by the laws of England and Wales, and any dispute arising under them is subject to the exclusive jurisdiction of the English courts.
Version 1.0 · 8 July 2026 · Northal Studio, Northallerton.