1. SCOPE AND ENTIRE AGREEMENT 1.1 Parties and Supersession: These Terms of Business constitute the entire agreement between Rebecca Williams (the Consultant), trading as Becky Williams Designs and BWD Studio, and the client engaging the services (the Company). These Terms supersede and replace all previous agreements, invoices, email terms, or verbal arrangements relating to the Services. 1.2 Acceptance: Engagement of the Consultant’s services, provision of a project brief, or payment of any invoice constitutes formal and binding acceptance of these Terms from the commencement of the engagement. 1.3 Contract Types: Services are provided either: On a Rolling Consultancy basis (subject to a minimum of 1 day per month unless otherwise agreed); or as a One-Off Project with a defined scope of works. 1.4 Variations and Scope Changes: Any work requested outside the agreed scope shall constitute a variation and will be charged at the Consultant’s standard daily rate unless otherwise agreed in writing. Variations must be confirmed in writing prior to commencement. 2. ENGAGEMENT AND AVAILABILITY 2.1 Working Pattern (Rolling Consultancy): Rolling Consultancy represents a dedicated reservation of the Consultant’s professional availability. Any days or hours not utilised within the scheduled week do not roll over and remain payable in full. 2.2 Absence: The Consultant is not required to provide Services during illness, family emergency, or pre-notified holidays. 2.3 Termination: 2.3.1 Rolling Consultancy: Either party may terminate a Rolling Consultancy arrangement by providing written notice equivalent to one (1) week for each full month of continuous engagement, subject to a minimum notice period of one (1) week and a maximum notice period of four (4) weeks. All reserved consultancy time falling within the notice period remains fully chargeable and payable, whether utilised or not. 2.3.2 One-Off Projects: Either party may terminate a One-Off Project in writing. The Company shall be liable for payment of all Services performed up to the date of termination, including any committed third-party costs. 2.3.3 Immediate Suspension or Termination: The Consultant may suspend or terminate Services immediately where: Invoices remain unpaid beyond agreed payment terms; The Company commits a material breach of these Terms; Continued performance would reasonably expose the Consultant to legal or regulatory risk. 2.3.4 Effect of Termination: Upon termination: All outstanding invoices become immediately due and payable; No Intellectual Property rights transfer until full payment has been received; The Consultant is not obliged to release working files or source files until all sums are settled in full. 3. FEES AND PAYMENT 3.1 Rates and Invoicing: Services are charged at the agreed daily rate. Rolling Consultancy contracts are invoiced monthly in arrears. One-Off Projects are invoiced upon completion or at agreed milestones. 3.2 Payment Terms: Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date. The Consultant reserves the right to suspend work, withhold deliverables, or pause access to files where payment is overdue. Suspension does not relieve the Company of its obligation to pay for reserved consultancy time. The Consultant may charge reasonable administrative and debt recovery costs associated with late payment. 3.3 Late Payment Interest: Overdue amounts incur interest at 8% above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. 4. INTELLECTUAL PROPERTY (IP) & CONFIDENTIALITY 4.1 Transfer of Rights: Full ownership of Intellectual Property rights and access to final “source” files (including but not limited to Figma and Adobe Creative Suite files) transfers to the Company only upon receipt of full payment of all sums due. 4.2 Portfolio Rights: The Consultant retains the right to display deliverables in professional portfolios, case studies, award submissions, websites, and self-promotional materials. 4.3 Confidentiality: Each party agrees to keep confidential all non-public, proprietary, or commercially sensitive information disclosed in connection with the Services. This obligation does not apply to information which: Is or becomes publicly available through no fault of the receiving party; Was lawfully known prior to disclosure; Is required to be disclosed by law or regulatory authority. This clause survives termination of the agreement. 5. WEB, UI/UX, AND TECHNICAL PROVISIONS 5.1 UAT and Warranty: The Company is responsible for conducting User Acceptance Testing (UAT). A 14-day Warranty Period applies following “Go-Live” for the correction of functional bugs directly attributable to the Consultant’s work. Updates, content edits, third-party changes, or new feature requests are treated as additional chargeable work. 5.2 Subscriptions and Third-Party Tools: The Consultant is not responsible for the management, renewal, performance, or payment of third-party services (including but not limited to hosting, domains, fonts, plugins, or SaaS tools) unless explicitly agreed in writing. 5.3 Implementation of Themes and Frameworks: The Consultant utilises third-party frameworks and page builders, including but not limited to Nicepage (legacy sites), Avada (current projects), AIOSEO, and Google Site Kit. The Consultant is responsible for professional configuration, layout design, and visual implementation using these tools. The Consultant is not responsible for: Core code defects; Performance limitations; Security vulnerabilities inherent in third-party software. 5.4 Accessibility Testing: The Consultant may utilise automated auditing tools (including Google Lighthouse) to identify common accessibility barriers. This does not constitute a guarantee of full WCAG compliance. Manual testing, screen-reader testing, legal certification, and jurisdiction-specific accessibility compliance remain the sole responsibility of the Company. 6. FINAL APPROVAL, PRINT, AND LIABILITY 6.1 Approval and Release: Approval to “Print” or “Go-Live” constitutes full acceptance of the Deliverables and releases the Consultant from liability for errors not identified prior to approval. 6.2 Colour and Print Variations: The Consultant is not responsible for variations in colour inherent in printing processes or hardware-based display differences. Errors identified after final sign-off are the sole financial responsibility of the Company. 6.3 Limitation of Liability: The Consultant’s total aggregate liability arising under or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Company to the Consultant in the two (2) months immediately preceding the date on which the claim arose. 6.4 Exclusion of Indirect or Consequential Loss: The Consultant shall not be liable for: Any indirect, special, or consequential loss; Loss of profit, revenue, anticipated savings, business opportunity, or goodwill; Loss of data (unless caused by wilful misconduct). Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot legally be excluded under English law. 6.5 Standard of Works & International Compliance: 6.5.1 UK Standards: The Consultant shall exercise reasonable professional skill and care to ensure all Deliverables meet prevailing United Kingdom standards and legislation (including UK GDPR and the Data Protection Act 2018) at the time of delivery. 6.5.2 Client Responsibility (Non-UK): Where the Company requires Deliverables to comply with non-UK legislation, industry-specific regulations, or international standards (including but not limited to US ADA compliance, EU GDPR, or local trademark laws), the Company must provide a detailed written specification of these requirements within the project brief. 6.5.3 Assumption of Risk: In the absence of such written instructions, all work is produced to UK standards only. The Consultant accepts no liability for non-compliance with any regulations outside of the United Kingdom. Deployment of Deliverables in international territories is at the Company’s sole risk. 7. INSURANCE 7.1 Coverage: The Consultant maintains the following insurance coverages: Professional Indemnity Insurance: £5,000,000 (in the aggregate); Public Liability Insurance: £5,000,000; Employers’ Liability Insurance: £5,000,000. 7.2 International Scope: Coverage includes the United Kingdom and extends to non-manual work undertaken for clients in the United States of America and Canada, subject to the terms and exclusions of the Consultant’s insurance endorsement. 7.3 Travel Limitations: The Consultant is not insured for continuous stays exceeding 30 days within the USA or Canada. Any requirement for extended international travel or manual on-site work must be agreed in writing and may require additional premium reimbursement by the Company. 8. GOVERNING LAW 8.1 Jurisdiction: These Terms are governed by the laws of England and Wales. 8.2 International Entities: Where the Company is a UK-based office or subsidiary of an international entity, the Company warrants that it has the authority to bind the wider group to these Terms. All disputes remain subject to the exclusive jurisdiction of the English Courts. Last Updated: 27th February 2026
