1. Introduction

These terms of service ("Terms") govern the use of the website and services provided by Untitled Digital Limited ("we", "us", "our"), a company registered in England and Wales. By using our website or engaging our services, you ("the Client") agree to these Terms.

These Terms, together with any proposal or statement of work, constitute the entire agreement between the parties. They supersede all prior discussions, representations, and agreements, whether written or oral.

2. Services and Quotations

Untitled Digital provides web design, web development, Laravel development, UX/UI design, and related digital services. The specific scope, deliverables, and timelines for each project will be agreed upon in a separate proposal or statement of work.

Any quotation or proposal we provide is valid for 30 days from the date of issue, unless otherwise stated. After this period, the quotation will lapse and we reserve the right to revise pricing.

3. Client Responsibilities

When engaging our services, you agree to:

• Provide accurate and complete information as required for the project
• Supply content, assets, and feedback in a timely manner
• Review deliverables and provide approval within agreed timeframes
• Obtain any necessary third-party consents or licences for materials you provide
• Provide reasonable access to systems, platforms, or accounts required for the project

Delays caused by the Client in providing required materials, feedback, or approvals may result in revised project timelines or suspension of work until the required items are received.

4. Client Warranties

By engaging our services, the Client warrants that:

• They have the authority to enter into the agreement
• All materials provided to us are owned by or properly licensed to the Client
• Materials supplied will not contain anything unlawful, defamatory, or infringing upon the rights of any third party
• All information provided is accurate and complete

5. Client Materials

Unless otherwise agreed, all text content must be provided in electronic format. Images and graphics must be supplied in electronic format or in print quality suitable for scanning or reproduction. We are not responsible for poor quality in deliverables resulting from poor quality source materials provided by the Client.

While we will use reasonable endeavours to safeguard materials provided to us, we do not guarantee the return of original materials. The Client is responsible for maintaining their own copies and backups of all content and assets supplied.

We reserve the right to refuse to include or publish any material that we reasonably consider to be immoral, offensive, obscene, or unlawful under the laws of England and Wales. If we become aware that any client-supplied material may be illegal, we reserve the right to report the matter to the relevant authorities.

6. Scope Changes

The scope of work for each project will be defined in the proposal or statement of work. Any changes to the agreed scope must be requested in writing and are subject to our approval.

Where a scope change is agreed, we will provide a revised estimate for any additional fees and adjusted timelines. Additional work will not commence until the revised terms are accepted by both parties.

7. Intellectual Property

We retain legal ownership of all work, materials, and deliverables created during the project until full payment has been received and the project has been formally accepted by the Client. Until that point, no licence or right of use is granted.

Upon full payment and acceptance, ownership of the final deliverables created specifically for your project will transfer to you, unless otherwise agreed in writing. This does not include:

• Pre-existing tools, frameworks, libraries, or code owned by us or third parties ("Background IP"), which remain our property — the Client is granted a non-exclusive licence to use Background IP as part of the delivered project
• Open-source software used in the project, which remains subject to its respective licences
• General knowledge, techniques, and methodologies developed during the project

We reserve the right to showcase completed work in our portfolio and to include a discreet credit link on the delivered website, unless you request otherwise in writing.

8. Payment Terms

Payment terms will be outlined in the project proposal or statement of work. Unless otherwise agreed:

• A non-refundable deposit is required before work commences — work will not begin until the deposit has been received
• Remaining fees are due in milestone payments upon completion and acceptance of each project milestone, or as a final balance upon project completion
• Invoices are due within 30 days of issue
• Late payments may incur interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998

We reserve the right to suspend work on a project if payments are overdue. We shall not be liable for any delays caused by non-payment.

Neither party may withhold, deduct, or set off any amount due under these Terms against any other amount owed or claimed to be owed. Each invoice must be paid in full in accordance with the agreed payment terms.

9. Project Timelines and Delivery

We will make reasonable efforts to meet agreed project timelines. However, timelines are estimates and not guaranteed unless explicitly stated. Time shall not be of the essence. Factors that may affect delivery include:

• Changes to project scope or requirements
• Delays in receiving client content, feedback, or approvals
• Technical complexities discovered during development

We will communicate any anticipated delays as soon as reasonably possible.

10. Testing and Acceptance

Upon completion of a project or milestone, we will carry out internal testing to verify that the deliverables function in accordance with the agreed specification. Following our internal testing, the Client will be given a reasonable testing period to review the deliverables.

Any defects or issues must be reported to us in writing during the testing period. We will correct verified defects at no additional cost. Changes or additions that fall outside the original specification will be treated as scope changes under Section 6.

If the Client does not report any issues within the agreed testing period, the deliverables will be deemed accepted. Full rights of use and ownership transfer only upon formal acceptance and receipt of all outstanding payments.

Risk of loss or damage to the deliverables passes to the Client upon formal acceptance. Until that point, we retain responsibility for the deliverables in our possession.

11. Post-Completion Support

Following acceptance of a project, we are responsible only for defects that are directly attributable to our work. We are not responsible for issues arising from:

• Third-party hosting, servers, or infrastructure
• Third-party plugins, packages, or integrations not developed by us
• Modifications made to the deliverables by the Client or any third party after acceptance
• Changes to the Client's hosting environment, server configuration, or software versions

Any faults arising from our work must be reported in writing. We will use reasonable endeavours to diagnose and resolve such faults within a reasonable timeframe. For issues falling outside our responsibility, the Client should contact their hosting provider or the relevant third party.

12. Our Warranties

We warrant that:

• All services will be provided with reasonable skill and care in accordance with good industry practice
• Services will be carried out by suitably skilled and experienced personnel
• Deliverables will perform substantially in accordance with the agreed specification
• Our work will not knowingly infringe the intellectual property rights of any third party

We guarantee that deliverables will be free from defects attributable to our work for a period of 90 days following formal acceptance. Defects reported during this guarantee period will be rectified at no additional cost.

Any breach of warranty must be notified to us in writing within the guarantee period. After the guarantee period has expired, remedial work may be subject to additional charges.

13. Insurance

We maintain appropriate professional indemnity insurance and public liability insurance to cover the services we provide. Details of our insurance coverage are available upon request.

14. Indemnity

We will indemnify the Client against any third-party claims arising from infringement of intellectual property rights in materials created by us, provided that the Client notifies us promptly, makes no admission of liability, gives us sole authority to defend or settle the claim, and provides reasonable assistance at our cost.

The Client will indemnify us against any claims, losses, or damages arising from materials supplied by the Client, including but not limited to intellectual property infringement, unlawful content, or inaccurate information.

15. Limitation of Liability

To the maximum extent permitted by law:

• Our total liability for any claim arising from our services shall not exceed the total fees paid by the Client for the specific project in question
• We shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, revenue, data, anticipated savings, business opportunities, or goodwill
• We do not guarantee that our website will be available without interruption or error-free

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

16. Confidentiality

Each party undertakes to keep confidential all information of a confidential nature disclosed by the other party in connection with the project, including but not limited to business plans, technical data, pricing, and client information.

Confidential information shall not be disclosed to any third party or used for any purpose other than the performance of the agreed services, except where:

• Disclosure is required by law or a regulatory authority
• The information is already in the public domain through no fault of the receiving party
• Disclosure is made to professional advisers, sub-contractors, or employees who need to know, provided they are bound by equivalent confidentiality obligations

These confidentiality obligations shall survive termination of the agreement for a period of two years.

17. Subcontracting

We may subcontract or outsource elements of the services to suitably qualified third parties. We remain fully responsible for the performance of any subcontracted work and for the acts and omissions of our sub-contractors as if they were our own.

18. Announcements and Publicity

Neither party shall make any public announcement, press release, or other public disclosure regarding the project or the details of the agreement without the prior written approval of the other party, except where disclosure is required by law or a regulatory authority.

This does not restrict our right to include completed work in our portfolio or to identify the Client as a customer, as outlined in Section 7.

19. Termination

Either party may terminate a project by providing written notice. In addition, either party may terminate immediately if the other party:

• Commits a material breach of these Terms and fails to remedy it within 14 days of written notice
• Enters into liquidation, administration, or bankruptcy, or ceases to carry on business

In the event of termination:

• The Client will be responsible for payment of all work completed up to the date of termination
• We will provide the Client with all completed deliverables for which payment has been received
• Any deposit paid is non-refundable unless otherwise agreed
• All sums owed become immediately due and payable
• Each party must return or destroy any confidential information belonging to the other party

Termination shall not affect any rights or obligations that have accrued prior to the date of termination.

20. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, power failures, epidemic, pandemic, fire, flood, or government action.

The affected party must notify the other party as soon as reasonably practicable. If a force majeure event continues for more than three months, either party may terminate the agreement by giving written notice, with fair payment made for all services provided up to the date of termination.

21. Non-Solicitation

During the term of any project and for a period of 12 months following its completion, neither party shall directly solicit or entice away any employee, contractor, or consultant of the other party who has been involved in the project, without the prior written consent of the other party.

22. Relationship of the Parties

Nothing in these Terms shall create or be deemed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

23. Assignment

Neither party may assign, transfer, or subcontract any of its rights or obligations under these Terms without the prior written consent of the other party, such consent not to be unreasonably withheld.

24. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose
• Submit false or misleading information through our contact form
• Attempt to interfere with the website's security or functionality

25. Third Party Rights

No term of these Terms is intended to confer a benefit on, or be enforceable by, any person who is not a party to the agreement. The Contracts (Rights of Third Parties) Act 1999 shall not apply.

26. Severability

If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions.

27. Dispute Resolution

In the event of a dispute arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good faith negotiation between appointed representatives. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to consider alternative dispute resolution (such as mediation) before commencing court proceedings.

28. Changes to These Terms

We may update these Terms from time to time. Any changes will be posted on this page with an updated revision date. Continued use of our website constitutes acceptance of the updated Terms.

29. Governing Law

These Terms are governed by the laws of England and Wales. Subject to the dispute resolution provisions in Section 27, any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

30. Contact Us

If you have any questions about these Terms, please get in touch via our contact form.