Standard Client Terms

These are the standard terms on which we work. They cover payment, approvals, intellectual property, confidentiality, liability and more. Please read them alongside the proposal or statement of work for your project — together they form our agreement with you.

1. Who we are and how these terms apply

Haymade Ltd is a company registered in England and Wales under company number 13396398, whose registered office is at C/O TC Thompson Taraz Rand, Suite 20, New Cambridge House, Bassingbourn Road, Litlington, Cambridgeshire, England, SG8 0SS (“Haymade”, “we”, “us”, “our”). References to “you” and “your” mean the client we are providing services to.

These terms apply to all services we provide and form part of our agreement with you, together with the relevant proposal, quotation or statement of work (the “Proposal”). You accept them by signing the Proposal, confirming acceptance in writing, or instructing us to begin work — whichever happens first.

Where you and we have signed a separate agreement that conflicts with these terms, that separate agreement takes precedence to the extent of the conflict.

In these terms: “Deliverables” means the bespoke work we create for you under a Proposal; “Completion” means the point at which the final Deliverable has been approved (or treated as approved under clause 3) and, where applicable, deployed to your live environment, unless the Proposal states otherwise.

2. Payment

Our invoices are payable within 30 days of the invoice date. You will receive each invoice by email.

If an invoice is not paid by its due date, we reserve our rights under the Late Payment of Commercial Debts (Interest) Act 1998. This entitles us to statutory interest at 8% above the Bank of England base rate, accruing daily from the day after the due date until payment is received in full, together with fixed compensation per overdue invoice (£40 for debts under £1,000, £70 for debts of £1,000 to £9,999.99, and £100 for debts of £10,000 or more) and our reasonable costs of recovering the debt where these exceed that compensation. We may issue reminders or updated statements monthly while an invoice remains overdue.

Alternative payment terms can be arranged if requested and agreed in writing before the project starts.

3. Client review and approval

At stages that require your review or approval, we will tell you that the review period has started when we submit the relevant Deliverable. If we do not receive a response within 14 days of submission, we will treat that Deliverable as approved so the project can continue.

4. Changes to project scope

Projects evolve, and we are happy to accommodate that. We reserve the right to decline, or to charge for, work that falls outside or extends the agreed scope of a Proposal. Any such change will be confirmed with you in writing before the additional work begins, and is typically charged at £80 per hour unless otherwise quoted.

5. Changes to project pricing

We aim to be as accurate as possible with pricing, and a fixed-price quotation in a Proposal is held for the duration of that project.

For ongoing or long-running engagements (those running longer than 12 months), we may revise the fees for work not yet delivered once in any 12-month period, in line with the Consumer Prices Index (CPI) and capped at 5% per adjustment, on at least 30 days’ written notice.

Separately, where a third-party cost we pass on to you (for example software licences, hosting or tooling) increases during a project, we will give you written notice and the change will take effect from your next relevant invoice. Any other change to agreed pricing will only be made by agreement with you in writing.

6. Intellectual property

Your IP and third-party IP. Where we use intellectual property (“IP”) owned by you or by a third party as part of our work, that IP remains the property of its owner. You confirm that you have the right to provide any materials you give us, and you grant us the licences and permissions we need to use them to deliver the project. We will obtain any necessary licences for third-party materials we introduce, and tell you about them.

The work we create for you (foreground IP). We assign to you all IP (including future copyright) in the bespoke Deliverables we produce for you under a Proposal, with that assignment taking effect on receipt of payment in full of the fees relating to that work. Until then we retain ownership of the Deliverables and grant you a licence to use them for the purpose of reviewing, testing and operating the project; once payment is received in full, you own that work outright. Where work is carried out under a retainer or other ongoing arrangement, IP in the work produced in each period transfers to you when the invoice covering that work has been paid.

Our pre-existing tools (background IP). We retain ownership of the tools, libraries, frameworks, generic components and know-how we bring to or develop independently of your project (“Background IP”). Where any Background IP is embedded in your Deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, host and modify it as part of those Deliverables. This means you keep full use of everything we build for you, and we keep the ability to reuse our own toolkit on other work.

Open-source and third-party components. The assignment and licence above are subject to the terms of any third-party and open-source licences (for example WordPress core, plugins and themes, which are typically licensed under the GPL). We cannot assign rights in components we do not own; those remain governed by their own licence terms.

Warranty and indemnity. We will perform our services with reasonable skill and care, and the Deliverables will not, to the best of our knowledge, infringe the IP rights of any third party. If a third party claims that the Deliverables infringe their IP, we will indemnify you against that claim, provided you notify us promptly, let us handle the defence and settlement, and give us reasonable assistance.

Showcasing work. With your prior written consent, we may reference completed work as an example of our services. We will respect any confidentiality or restrictions you specify.

7. Assets and expenses

The purchase of assets such as imagery, typography, illustration or copy will be confirmed with you before purchase and clearly labelled on invoices. For projects requiring a large volume of assets, it may be sensible to agree an “Asset Budget” in advance to keep the creative and development process moving.

8. Confidentiality

We treat all communications, unfinished Deliverables, working materials and any non-public business information shared between us as strictly confidential. Neither of us will share or use the other’s confidential information publicly without the other’s consent, except as needed to deliver the project.

These confidentiality obligations continue after Completion or termination, and do not apply to information that is or becomes public through no breach of these terms, that a party already held or independently developed, or that a party is required to disclose by law or by a regulator (in which case it will give the other reasonable notice where it is permitted to).

9. Data protection

Both parties will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018 (“Data Protection Legislation”).

Where we process personal data on your behalf in providing the services (for example while hosting or supporting your site), we do so as your processor, acting on your documented instructions and applying appropriate technical and organisational security measures. Where the Data Protection Legislation requires it, we will enter into a separate data processing agreement with you. Any transfer of personal data outside the UK will be made only where a transfer mechanism permitted under the Data Protection Legislation applies.

10. Liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

Subject to that, we will not be liable for loss or harm to the extent it is caused by your own acts, omissions or materials, or by factors outside our reasonable control. For all other loss or harm, our total liability arising from a project is limited, to the fullest extent permitted by law, to the total fees paid by you in respect of that project.

11. Termination

We may terminate a project without cause by giving you 28 days’ prior written notice. We may also suspend work or terminate the project immediately on written notice if you fail to pay an undisputed invoice by its due date, commit a material breach of these terms that you do not remedy within 14 days of our written request, or become insolvent or unable to pay your debts.

If a project is terminated by either of us for any reason, we will invoice you for the time and resources incurred up to the date of termination. On termination and once all outstanding invoices have been settled, we will hand over the completed and in-progress Deliverables, together with relevant code repositories, credentials and documentation, so you can continue the work elsewhere.

12. Subcontracting

We may use carefully selected subcontractors or freelancers to help deliver a project. Where we do, we remain responsible to you for the services and for their compliance with these terms.

13. Governing law and jurisdiction

These terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.