Terms of Service

1. Who these terms are between

These Terms of Service (the “Terms”) form a binding agreement between [FULL LEGAL ENTITY NAME, e.g. WebNest LLC], a [ENTITY TYPE] registered in [STATE/COUNTRY] with registered address [REGISTERED ADDRESS] (“WebNest”, “we”, “us”, “our”), and the individual or business engaging our services (“you”, “the Client”).

“WebNest” is a trading name of the entity named above. Nothing on our website creates an employment, partnership, joint venture or agency relationship between us. We act as an independent contractor.

2. Accepting these terms

These Terms apply when you do any of the following:

• submit an enquiry or quote request through our website, indicating your acceptance at the point of submission;
• accept a written Proposal from us, whether by email, electronic signature or written confirmation;
• make any payment to us in respect of the Services; or
• otherwise instruct us to begin work.

If you are accepting on behalf of a company or other organisation, you confirm you have authority to bind that organisation, and “you” means that organisation.

If you do not agree to these Terms, do not submit an enquiry and do not instruct us to begin work.

3. Definitions

• “Proposal” — the written document we provide setting out the scope of work, deliverables, fee and estimated timeline for your project.
• “Services” — the website design, development and related services described in the accepted Proposal.
• “Deliverables” — the website, designs, files, code and other materials we create for you and deliver under the Proposal.
• “Client Content” — any text, images, logos, video, data, trade marks or other material you supply to us, or instruct us to use.
• “Pre-existing Materials” — code libraries, frameworks, components, tools, templates, processes and know-how owned or licensed by us that existed before your project or were developed independently of it.
• “Care Plan” — an optional recurring subscription for hosting, maintenance, backups, updates and support.

4. The services we provide

We provide website design and development services for small businesses, which may include custom website design, e-commerce development, website redesigns, search engine optimisation setup, hosting, domain registration assistance, and ongoing maintenance.

The accepted Proposal defines exactly what we will deliver. Anything not described in it is out of scope. Marketing material on our website describes our services in general terms and does not form part of this agreement or expand the scope of any Proposal.

5. Quotes and proposals

1. Every project is quoted individually. Following a consultation, we provide a written Proposal setting out the scope, deliverables, fee and estimated timeline.
2. A Proposal is an offer, not a binding contract, until you accept it in writing. Unless stated otherwise, a Proposal remains open for [30] days and may be withdrawn or revised before acceptance.
3. The fee stated in an accepted Proposal is fixed for the scope described in it. We do not bill hourly for that scope and we will not invoice you above the quoted amount for work within it.
4. Work you request that falls outside the accepted scope — additional pages, additional features, redesigns after approval, or changes to agreed direction — requires a written change order setting out the additional cost and any timeline impact. We will not begin out-of-scope work, and you will not be charged for it, until you approve that change order in writing.

6. Fees and payment

1. Nothing is payable until you approve the design. We do not take a deposit and we do not invoice you before design approval under clause 9.
2. Once you approve the design, we invoice the fee set out in the accepted Proposal. Unless the Proposal says otherwise, invoices are payable within [14] days of the invoice date.
3. Final Deliverables are handed over, and the site is published to your live domain, on receipt of payment in full.
4. Fees are stated in [USD] and are exclusive of any sales tax, VAT or equivalent, which will be added where applicable.
5. We may charge interest on overdue amounts at [1.5% per month, or the maximum permitted by law, whichever is lower], and may suspend Services and withhold Deliverables while an invoice remains unpaid.
6. Third-party costs — domain registration, premium plugins, stock imagery, payment gateway fees, third-party hosting beyond what a Care Plan includes — are either billed at cost or paid by you directly, as stated in the Proposal.

7. What we need from you

Delivering on time depends on you as much as on us. You agree to:

• supply Client Content, feedback and approvals within the timescales set out in the Proposal, or within [5] working days of our request where none is stated;
• provide access to any accounts, domains or systems we reasonably need;
• nominate a single point of contact authorised to give feedback and approvals on your behalf; and
• review what we send you properly, since approval is treated as final under clause 9.

If you do not respond for [30] consecutive days, we may treat the project as paused. If you do not respond for [90] consecutive days, we may treat the project as cancelled under clause 22 and invoice for work completed to that point.

8. Timelines

Timelines in a Proposal are estimates given in good faith and run from the date we receive everything we need from you, not from the date you accept the Proposal. They are not guarantees and time is not of the essence unless we expressly agree otherwise in writing.

Delays caused by late Client Content, slow feedback, expanded scope or third-party providers extend the timeline correspondingly, and are not a breach by us.

9. Design approval and revisions

1. We present designs for your review before development begins.
2. The Proposal states how many rounds of revision are included. Revisions beyond that, or changes that alter agreed direction after approval, are treated as out of scope under clause 5.4.
3. Approval is a significant step. Once you approve a design in writing, we build to it. Changes requested after approval may incur additional cost and delay.
4. Approval may be given by email or any other written means from your nominated contact. If you use the site commercially or publish it, that is treated as acceptance of the Deliverables.

10. Our satisfaction guarantee

1. If, after the included rounds of revision, you are genuinely not satisfied with the design, you may end the project by written notice before approving the design. In that case no fee is payable and any amount you have paid is refunded in full.
2. This guarantee applies to the design phase only. It does not apply after you have approved a design under clause 9, nor to a change of mind about the project, your business direction or your budget, nor to Care Plan fees for services already delivered.
3. Where the guarantee is exercised, no licence or ownership in the unapproved designs passes to you, and you may not use them. Ownership transfers only under clause 11.

11. Ownership of the finished site

1. On payment in full, we assign to you all right, title and interest in the Deliverables created specifically for you, including the design, page templates, and custom code, together with any copyright in them.
2. Domains we register on your behalf are registered in your name, and hosting accounts we establish for you are held in your name. You are the account owner. We will assist with transferring control to you or to another provider on request.
3. You retain ownership of all Client Content at all times. Nothing here transfers your trade marks or brand assets to us.
4. Pre-existing Materials remain ours. Where Deliverables incorporate Pre-existing Materials, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use them as part of the Deliverables. You may not extract them for separate resale or licensing.
5. Until payment in full, we retain all rights in the Deliverables and any licence to use them is revocable.
6. Third-party components (open source libraries, licensed plugins, stock imagery, fonts) remain subject to their own licences, which we will identify on request.

12. Your content and your warranties

You warrant that you own, or hold all necessary rights and licences to use, all Client Content you supply, and that our use of it as instructed will not infringe any third party's intellectual property, privacy or other rights, nor breach any law.

We may refuse or remove Client Content that we reasonably believe is unlawful, infringing, defamatory, obscene, or that would expose us to liability or reputational harm.

We are not responsible for reviewing Client Content for legal compliance. Ensuring your website meets legal requirements applicable to your business — including advertising standards, consumer law, accessibility obligations and sector-specific regulation — is your responsibility.

13. Third-party services

Websites we build commonly rely on third-party services: hosting providers, domain registrars, payment gateways, email delivery, analytics, plugins and content delivery networks. These are provided by independent third parties under their own terms.

We are not responsible for the availability, performance, security, pricing or continuation of third-party services, or for loss arising from their failure, outage, price change, security breach or discontinuation. Where a third party requires an account, you are the account holder and are bound by that provider's terms.

14. Hosting, care plans and cancellation

1. Care Plans are optional, billed monthly in advance, and start from [$59] per month as stated in your Proposal or on our website at the time you subscribe.
2. There is no minimum term and no lock-in. You may cancel at any time by written notice. Cancellation takes effect at the end of the current billing period, and you will not be billed again after that.
3. Fees already paid for the current billing period are not refunded on cancellation, as the service for that period has been made available to you.
4. “Unlimited small edits” means minor content changes such as text updates, image swaps, and adding or amending existing page content. It does not include new page templates, new features, redesigns, e-commerce build work, or third-party integrations, which are quoted separately.
5. We may revise Care Plan pricing on [30] days' written notice. If you do not accept a price change, you may cancel before it takes effect.
6. On cancellation we will, on request, assist you in migrating your site and provide a copy of your files. We may charge a reasonable fee for migration work beyond providing files and access.
7. We take backups as part of a Care Plan but you remain responsible for keeping your own copies of business-critical data.

15. Post-launch support

We correct defects in our own work — where the site does not function as described in the Proposal — free of charge for [30] days after launch.

That period does not cover new features, content changes, changes you or a third party make to the site, problems caused by third-party services under clause 13, or issues arising from software you decline to keep updated. After it ends, support is available under a Care Plan or quoted separately.

16. Search engine optimisation

Where our Services include SEO, we implement recognised technical and on-page practices: page titles, meta descriptions, heading structure, sitemaps, structured data, performance optimisation and Google Business Profile setup where agreed.

We do not guarantee any particular ranking, position, traffic volume, impression count, conversion rate or revenue. Search engines operate proprietary algorithms that change without notice and are entirely outside our control, as are your competitors' activities. No statement by us constitutes a guarantee of search performance or business results.

17. Confidentiality

Each of us may receive non-public information from the other. Both of us agree to keep such information confidential, to use it only for the purpose of the Services, and not to disclose it to third parties except to advisers or subcontractors bound by equivalent obligations, or where required by law.

This does not apply to information that is public through no fault of the receiving party, was already lawfully known, or is independently developed.

18. Portfolio and publicity

Unless you tell us otherwise in writing, we may identify you as a client and display the Deliverables — screenshots, a link and a description of the work — in our portfolio, on our website and in marketing material.

You may opt out at any time by writing to us, and we will remove the work from our public materials within a reasonable period. We will not disclose confidential information about your business under clause 17, and we will not publish figures about your results without your written permission.

19. Disclaimers

We provide the Services with reasonable care and skill.

To the fullest extent permitted by law, and except as expressly stated in these Terms, all other warranties, conditions and terms — whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement — are excluded.

We do not warrant that a website will be uninterrupted, error-free, free of all vulnerabilities, compatible with every browser or device including versions released after launch, or that it will achieve any particular commercial result.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded or limited. Where you deal with us as a consumer, your statutory rights are unaffected.

20. Limitation of liability

1. Subject to clause 19, we are not liable for loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, however arising.
2. Our total aggregate liability arising out of or in connection with the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees you have actually paid us in the [12] months immediately preceding the event giving rise to the claim.
3. Each provision of this clause operates separately. If any part is found unenforceable, the remainder continues to apply.

21. Indemnity

You agree to indemnify us against all claims, damages, losses and reasonable costs (including legal fees) arising from Client Content you supplied, your breach of the warranties in clause 12, your use of the Deliverables in a way not contemplated by the Proposal, or your breach of applicable law.

22. Ending the agreement

1. You may end a project at any time by written notice. Where you do so other than under the guarantee in clause 10, we will invoice for work completed to that date, and no ownership in the Deliverables passes until that invoice is paid.
2. We may end a project by written notice if you fail to pay an undisputed invoice within [30] days of its due date, fail to provide materials or approvals for [90] consecutive days, breach these Terms materially and do not remedy it within [14] days of being asked, or ask us to do something unlawful.
3. Either of us may cancel a Care Plan under clause 14.2.
4. Clauses that by their nature should survive termination — including ownership, confidentiality, disclaimers, limitation of liability, indemnity and governing law — continue to apply.

23. Events outside our control

We are not liable for failure or delay in performing our obligations caused by events beyond our reasonable control, including acts of God, fire, flood, epidemic, war, civil unrest, industrial action, failure of utilities or telecommunications, cyber attack, or failure of third-party providers. We will notify you and agree a revised timeline. If such an event continues for more than [60] days, either of us may end the affected project by written notice.

24. Governing law and disputes

These Terms and any dispute arising out of them are governed by the laws of [STATE/COUNTRY], without regard to conflict of law rules.

The courts of [JURISDICTION] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court to protect intellectual property or confidential information.

Before commencing proceedings, both of us agree to attempt to resolve the dispute in good faith by written notice describing it, followed by a discussion within [14] days. This does not prevent either party applying for urgent interim relief.

25. Changes to these terms

We may update these Terms from time to time. The version in force for your project is the version published when you accepted your Proposal, and we will not change the terms of an accepted Proposal retrospectively.

For ongoing Care Plans, we will give at least [30] days' written notice of material changes. Continuing to use the service after that constitutes acceptance; if you do not accept, you may cancel under clause 14.2.

26. General

• Entire agreement. These Terms together with the accepted Proposal form the entire agreement between us and supersede prior discussions. Neither of us relies on any statement not set out in them, though nothing limits liability for fraudulent misrepresentation.
• Order of precedence. If the Proposal and these Terms conflict, the Proposal prevails for that project.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest continues in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. You may not assign this agreement without our written consent. We may assign or subcontract, but remain responsible for subcontracted work.
• Third parties. Nobody other than you and us has any right to enforce these Terms.
• Notices. Written notice may be given by email to the addresses the parties normally use for the project, and is deemed received on the next working day.

27. How to contact us

Questions about these Terms:

[FULL LEGAL ENTITY NAME]
[REGISTERED ADDRESS]
Email: hello@webnest.com
Phone: (555) 123-4567