Terms of Business

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 ​Service Types: Services are provided either: ​(a) on a Rolling Consultancy basis, including any ongoing or recurring engagement where Services are commissioned on a continuing basis without a separately agreed project scope; or (b) 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.

1.4.1 Delays arising from late feedback, delayed approvals, incomplete information, unavailable stakeholders, changes in project requirements, or any other matter within the Company's control may require project timelines, fees and delivery schedules to be revised and shall constitute a variation under clause 1.4.

1.5 Amendments and Revisions: Unless otherwise agreed in writing, project estimates include two (2) rounds of reasonable amendments. Additional revisions, changes in direction, or requests falling outside the agreed scope shall be charged at the Consultant's prevailing hourly or daily rate.

1.6 Business Clients Only: The Services are provided exclusively to businesses, including sole traders, partnerships, companies and other organisations, acting in the course of their trade, business or profession. The Services are not offered to consumers. By engaging the Consultant, the Company confirms that it is acting for purposes relating to its trade, business or profession and not as a consumer.

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. 

2.4 Force Majeure: ​Neither party shall be liable for any delay or failure in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, utility outages, internet failures, cyber incidents, software failures, third-party platform outages, pandemics, government action, strikes, or other unforeseen events. Any affected obligations shall be suspended for the duration of the relevant event.

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 also reserves the right to recover any fixed compensation, interest and costs permitted under the Late Payment of Commercial Debts (Interest) Act 1998.

3.3 Late Payment Interest: ​Overdue amounts incur statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate. 

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. This excludes fonts, stock images, plugins, templates and other third-party materials, which are provided under their own licence terms. The Company is responsible for complying with those licence terms and for any renewal or additional licence fees. 

4.2 Portfolio Rights: ​The Consultant retains the right to display, reproduce and reference preliminary concepts, deliverables, screenshots, excerpts, case studies and descriptions of the work performed in professional portfolios, award submissions, websites, social media channels and other self-promotional materials, unless otherwise agreed in writing or where the work is confidential in nature.

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. 

4.4 Use of AI 
4.4.1 AI Tools: The Consultant may use artificial intelligence (AI) tools, including but not limited to Claude, Gemini and Microsoft Copilot, to support the delivery of the Services, for example in research, drafting, editing, ideation, image creation, coding and production tasks. AI tools assist the Consultant’s work and do not replace the Consultant’s professional judgement. All AI-assisted output is reviewed, edited and approved by the Consultant before delivery. 

4.4.2 Client Information and AI: The Consultant shall only enter the Company’s confidential information or personal data into an AI tool where reasonably necessary for the Services, and only using either (a) tools and account settings under which inputs are not used to train the provider’s models, or (b) tools supplied or approved by the Company, including the Company’s own licensed AI tools. Where the Company has an AI usage policy, the Company shall provide it in writing, and the Consultant will follow it when working on the Company’s behalf. 

4.4.3 Opting Out: The Company may request in writing that AI tools are not used for all or part of the Services. Such a request may affect timescales and fees, which will be agreed as a variation under clause 1.4. 

4.4.4 Intellectual Property in AI-Assisted Work: Deliverables reflect the Consultant’s own creative input, selection, editing and arrangement. Intellectual Property rights transfer under clause 4.1 to the extent that such rights exist. The Consultant does not warrant that AI-generated elements are capable of copyright protection or are unique, as AI tools may produce similar outputs for other users. The Consultant will take reasonable care not to use AI outputs that reproduce third-party copyright material, trade marks or other recognisable works. 

4.4.5 Accuracy and Verification: In accordance with clause 6.5, the Company remains responsible for verifying the accuracy of all factual, technical, industry-specific, legal and regulatory content in the Deliverables, whether or not AI tools were used in its preparation. AI-assisted work is subject to the limitation of liability in clause 6.3.
 
4.5 Client-Supplied Materials: The Company warrants that it owns or has obtained all necessary licences, permissions and rights to use any content, materials, trademarks, logos, photographs, copy, data or other assets supplied to the Consultant. The Company shall indemnify and hold harmless the Consultant against any claim, loss, liability, cost or expense arising from the Consultant's use of such materials in the performance of the Services.

4.6 Data Protection: Where the Consultant processes personal data on behalf of the Company in the course of the Services (for example, website contact form submissions, mailing lists or customer data), the Company is the controller and the Consultant is the processor, and each party shall comply with the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR. The Consultant shall:
(a) process personal data only on the Company’s documented instructions and only for the purpose of providing the Services;
(b) ensure that anyone authorised to process the personal data is bound by confidentiality;
(c) take appropriate technical and organisational measures to keep the personal data secure;
(d) notify the Company without undue delay on becoming aware of a personal data breach;
(e) assist the Company, where reasonably required, in responding to requests from individuals exercising their data protection rights and in meeting its obligations relating to security, breach notification and data protection impact assessments;
(f) at the end of the Services, delete or return the personal data at the Company’s choice, unless retention is required by law; and
(g) make available information reasonably necessary to demonstrate compliance with this clause.
The Company gives general authorisation for the Consultant to use third-party service providers, including hosting, email, cloud storage and AI tools (subject to clause 4.4.2), to process personal data in connection with the Services, and the Consultant shall ensure equivalent data protection obligations apply to them. The Company is responsible for ensuring it has a lawful basis for the processing and for providing any required privacy information to individuals. Where the Company requires its own data processing agreement, that agreement shall take precedence over this clause.

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 Hosting, Domains and Third-Party Services:

5.2.1 Hosting Provided by the Consultant: Where the Consultant provides hosting, websites are hosted with Hostinger (or another reputable provider selected by the Consultant). The Consultant will manage the hosting account and its renewal for as long as the hosting arrangement continues, and hosting fees will be invoiced as agreed. The Consultant is not responsible for outages, data loss or security incidents caused by the hosting provider.

5.2.2 Domains: Where the Consultant registers or renews a domain on the Company’s behalf, the domain is registered for the benefit of the Company and will be transferred to the Company on request, subject to payment of all sums due. Where the Company manages its own domain, the Company is solely responsible for its renewal, payment, DNS settings and security, and the Consultant is not responsible for any website downtime or loss of email caused by an expired or misconfigured domain.

5.2.3 Company-Managed Services: Where the Company hosts its own website or manages any third-party services (including hosting, domains, email, fonts, plugins or SaaS tools), the Company is responsible for their management, renewal, performance, payment and security.

5.2.4 Ending Hosting or Domain Services: Either party may end hosting or domain services provided by the Consultant by giving thirty (30) days’ written notice. On request, and subject to payment of all sums due, the Consultant will provide a full backup of the website files and database or transfer the website and domain to the Company’s chosen provider. Migration and transfer work is chargeable at the Consultant’s standard rates unless otherwise agreed in writing. If hosting fees remain unpaid, the Consultant may suspend the website after giving reasonable written notice.

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. 

6.1.1 Deemed Approval: ​Deliverables shall be deemed approved if no comments, amendment requests or objections are received within thirty (30) calendar days of submission by the Consultant. Print and Go-Live always require the Company’s express written approval.

6.1.2 Extended Project Delay: Where a project is delayed by the Company for more than sixty (60) calendar days following submission of deliverables, the Consultant reserves the right to revise delivery schedules and re-quote any outstanding work at the Consultant's prevailing rates.

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: (a) in respect of a One-Off Project, the total fees paid or payable by the Company for the relevant project giving rise to the claim; or (b) in respect of a Rolling Consultancy arrangement, the total fees paid or payable by the Company to the Consultant in respect of Services provided during 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 Professional Standard of Care: The Consultant shall exercise reasonable professional skill and care in the performance of the Services, having regard to generally accepted industry practice at the time the Deliverables are produced.

6.5.2 ​Client Responsibility: Where the Company requires Deliverables to comply with any legislation, regulation, industry standard, accessibility standard, policy requirement, certification scheme, contractual obligation, or other compliance requirement (whether within the United Kingdom or internationally), the Company must provide a detailed written specification of such requirements within the project brief.

6.5.3 Assumption of Risk: In the absence of written instructions, the Consultant shall exercise reasonable professional skill and care in producing the Deliverables but does not warrant compliance with any specific legislation, regulation, industry standard, accessibility standard, certification requirement, contractual obligation, or jurisdiction-specific requirement. ​The Company remains solely responsible for verifying that Deliverables are suitable for their intended use and comply with all applicable legal, regulatory, accessibility, industry-specific, contractual and jurisdictional requirements. 

7. INSURANCE 

7.1 Coverage: ​The Consultant maintains Professional Indemnity Insurance, Public Liability Insurance and Employers’ Liability Insurance appropriate to the Services. Details of cover and copies of insurance certificates are available on request.

7.2 International Scope: The Consultant’s insurance applies worldwide, excluding the United States of America and Canada, and is extended 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 policy.

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 Governing Law and Jurisdiction: These Terms and any dispute arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute, regardless of where the Company is based. 

8.2 International Entities: ​Where the Company is a UK-based office or subsidiary of an international group, the Company warrants that it has authority to engage the Consultant on these Terms on behalf of any group company that receives or benefits from the Services.

9. ​GENERAL 

9.1 Severability: If any provision of these Terms is found by a court or other competent authority to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be deemed deleted. Any modification or deletion shall not affect the validity and enforceability of the remaining provisions of these Terms.

9.2 Changes to these Terms: The Consultant may update these Terms from time to time. ​Updated Terms shall apply to all new engagements from their ​Last Updated” date. For ongoing Rolling Consultancy arrangements, any material changes to these Terms shall take effect thirty (30) days after publication of the updated Terms at bwdstudio.co.uk/terms-of-business. By continuing to instruct the Consultant, engage Services or pay invoices after that date, the Company accepts the updated Terms.

Last Updated: 13 October 2026