These Terms and Conditions apply to all services supplied by Moot Design Ltd ("Agency", "we", "us", "our")
to the client identified in the relevant proposal, statement of work, quotation or order ("Client", "you").
Services may include branding, design, UX/UI, website development, e-commerce, SaaS development, data
engineering, analytics, AI-assisted development, hosting, maintenance and consulting.
1. Agreement Structure
Any proposal, statement of work (SOW), order form, quotation, change request and any Data Processing
Agreement (DPA) form part of the Agreement.
2. Acceptance of Contract
The Agreement becomes binding when the Client signs a proposal, approves by email, issues a purchase
order, pays a deposit, or instructs us to commence work, whether or not a formal contract is signed.
3. Scope and Change Control
Only deliverables expressly described in the proposal are included. Any material change to the brief,
functionality, integrations, content or deadlines may require revised fees and timelines.
4. Client Responsibilities
The Client shall provide timely approvals, accurate information, lawful content, access credentials and
reasonable cooperation. Client delays extend deadlines and may increase fees.
5. Fees and Payment
Fees are exclusive of VAT. Unless otherwise agreed, invoices are payable within 14 days. We may require
staged payments and deposits, and may withhold deliverables until relevant payments are received.
6. Late Payment and Recovery Costs
We may charge statutory interest and compensation under the Late Payment of Commercial Debts legislation
and recover reasonable legal and debt collection costs.
7. No Partial Release of Work
We are not obliged to release partially completed work, source files, credentials or deliverables until all
applicable milestone payments have been received.
8. Third-Party Services
The Client is responsible for third-party subscriptions and licences unless expressly included in our fees.
9. Hosting and Support
Where we provide hosting, maintenance or support, service levels are governed by the relevant support
agreement. Availability is not guaranteed.
10. Data Protection and Security
Each party shall comply with applicable data protection laws including the UK GDPR and Data Protection Act
2018. We will implement reasonable technical and organisational security measures.
11. PCI DSS and Card Data
Unless expressly agreed otherwise, the Client remains responsible for PCI DSS compliance and ensuring
cardholder data is processed through compliant providers.
12. Confidentiality
Each party shall keep confidential all non-public information and use it only for the purposes of the Agreement.
13. Intellectual Property
Our pre-existing materials, tools, frameworks and know-how remain our property. Upon full payment, the
Client receives the rights expressly stated in the SOW.
14. Website Credit
Unless otherwise agreed in writing before the project commences, we may include a discreet footer credit
stating 'Website by Moot Design' or similar wording with a hyperlink to our website. The Client shall not
remove or alter this credit without our prior written consent. We may charge an additional fee for projects
where no credit is permitted.
15. Open Source Software
Deliverables may include open-source components subject to their own licences.
16. Portfolio Rights
Unless restricted by NDA or regulation, we may reference the Client and display non-confidential work in
our portfolio.
17. Warranty Period
For 30 days following acceptance, we will correct reproducible defects that cause the deliverables not to
conform materially to the agreed specification, excluding issues caused by third parties or unauthorised changes.
18. Acceptance by Silence
Deliverables are deemed accepted unless material defects are reported in writing within 10 business days of
delivery or first productive use.
19. Regulatory Compliance
The Client is responsible for ensuring compliance with sector-specific laws and regulations, including
financial services and healthcare requirements.
20. AI-Assisted Development
We may use AI tools to assist with coding, design and analysis, subject to appropriate confidentiality controls
and human review where appropriate.
21. Backups and Disaster Recovery
Unless expressly contracted as a managed backup service, the Client remains responsible for maintaining
independent backups.
22. Suspension and Retention of Access Credentials
We may retain administrative control of systems we provision and suspend services, hosting, domains or
access credentials until all amounts due are paid.
23. Termination and Cancellation
Either party may terminate for material breach not remedied within 30 days. If the Client terminates for
convenience after work has commenced, the Client shall pay for all work completed, committed third-party
costs and a cancellation fee of 50% of the remaining project value.
24. Transition Assistance
Following termination and payment in full, we will provide completed deliverables and reasonable transition
assistance at our then-current rates.
25. Indemnities
The Client shall indemnify us against claims arising from Client content, data, instructions or unlawful use of
the deliverables.
26. Limitation of Liability
Our aggregate liability shall not exceed the greater of (a) the total fees paid by the Client in the 12 months
preceding the claim and (b) the total fees payable for the relevant project, except where liability cannot
lawfully be excluded.
27. Excluded Losses
Neither party shall be liable for loss of profit, revenue, goodwill, anticipated savings or any indirect or
consequential losses.
28. Force Majeure
Neither party is liable for delays caused by events beyond its reasonable control.
29. Survival
Clauses relating to payment, confidentiality, intellectual property, indemnities, limitation of liability and any
provisions intended to survive shall continue after termination.
30. Governing Law and Jurisdiction
The Agreement is governed by the laws of England and Wales and subject to the exclusive jurisdiction of the
courts of England and Wales.
This document is intended as a robust commercial template for a UK digital agency and should be reviewed
by a qualified solicitor before adoption.
