TERMS AND CONDITIONS
WEB DESIGN AND SOCIAL MEDIA SERVICES
Stargazy Solutions Ltd | Effective from July 2024
- DEFINITIONS
1.1 “We”, “us”, “our” and “the Agency” refer to Stargazy Solutions Ltd, registered at 79 Higher Bore Street, Bodmin, Cornwall.
1.2 “You”, “your” and “the Client” refer to the individual, company, or organisation engaging our services.
1.3 “Services” means all web design, web development, social media design, content creation, graphic design, branding, copywriting, search engine optimisation, and related digital marketing services provided by us.
1.4 “Deliverables” means all materials produced by us in the course of providing the Services, including (without limitation) website designs, page layouts, logos, brand marks, favicons, icons, illustrations, photography, video, animations, wireframes, prototypes, written copy, meta descriptions, blog posts, social media posts, templates, graphics, and any other creative or technical output.
1.5 “Project” means the scope of work agreed between us, whether set out in a proposal, quotation, statement of work, or email correspondence.
- INTELLECTUAL PROPERTY
2.1 All intellectual property rights in the Deliverables (including copyright, design rights, and database rights) belong to us and remain our property at all times unless and until expressly assigned to you in writing under Clause 3.
2.2 This includes, without limitation, all logos, brand marks, favicons, icons, written copy, meta descriptions, testimonial write-ups, page content, social media graphics, templates, and any other creative output produced as part of the Services.
2.3 Nothing in this agreement grants you any right, title, or interest in our pre-existing intellectual property, tools, frameworks, code libraries, templates, or methodologies.
2.4 Where we use third-party assets (such as stock photography, fonts, or plugins) in the Deliverables, your rights to those assets are governed by the relevant third-party licence. We will inform you of any significant third-party licence restrictions that apply.
- LICENCE AND ASSIGNMENT
3.1 Upon receipt of full payment for the Project, we grant you a non-exclusive, non-transferable licence to use the Deliverables for the purpose for which they were created (for example, operating the website we built, or publishing social media content we designed). This licence is personal to you and does not extend to any third party.
3.2 This licence does not permit you to: (a) sub-license, sell, lease, or distribute the Deliverables to any third party; (b) provide source files, design assets, or editable versions of the Deliverables to any third party (including other designers, developers, or agencies); (c) use the Deliverables for any purpose other than the one for which they were originally commissioned; or (d) modify, adapt, or create derivative works from the Deliverables without our prior written consent.
3.3 For the avoidance of doubt, payment for the Project entitles you to use the Deliverables yourself in accordance with this licence. It does not transfer ownership of the intellectual property, and it does not entitle you to share, distribute, or make available the Deliverables (including logos, brand marks, favicons, and design assets) to any third party for any purpose. Any third-party use requires our prior written consent under Clause 4.
3.4 If you wish to obtain full ownership (assignment) of any or all of the Deliverables, this must be agreed in writing before or during the Project. Assignment may be subject to an additional fee and will be confirmed in a separate written assignment agreement signed by both parties.
3.5 Where full assignment is agreed and confirmed in writing, we retain the right to use the Deliverables in our portfolio, case studies, and marketing materials unless you request otherwise in writing.
3.6 If any payment remains outstanding, no licence or assignment takes effect, and you have no right to use the Deliverables in any form.
- THIRD-PARTY USE OF DELIVERABLES
4.1 You must not provide, share, or make available any Deliverables (including logos, favicons, brand marks, copy, meta descriptions, testimonials, or any other assets) to any third party (including replacement designers, developers, or agencies) without obtaining our prior written consent.
4.2 This restriction applies regardless of whether you have paid in full for the Project. Payment grants you a personal licence to use the Deliverables under Clause 3, but it does not grant you the right to pass them to any other party or to authorise any other party to use them.
4.3 If you change web designer, developer, or agency and wish them to continue using assets we created (including logos, favicons, or brand identity elements), you must contact us in advance to request permission. We may, at our discretion: (a) grant a licence for the third party to use the assets, which may be subject to a fee; (b) negotiate assignment (transfer of ownership) of the relevant assets, which may be subject to a fee; or (c) decline, in which case the third party must create their own original assets.
4.4 Where we grant permission for a third party to use our Deliverables, this will be confirmed in writing and may be subject to conditions, including attribution, time limits, or restrictions on modification.
4.5 We reserve the right to take action (including requesting the immediate removal of assets and seeking compensation for unauthorised use) where our Deliverables are used by a third party without our written consent. This includes situations where a third party has obtained the assets from you, whether or not you intended to authorise their use.
4.6 You are responsible for informing any replacement designer, developer, or agency that the Deliverables are our intellectual property and may not be used without our written consent.
- WEBSITE CONTENT AND COPY
5.1 All written content produced by us (including page copy, headlines, meta titles, meta descriptions, blog posts, testimonial write-ups, and social media captions) is our original work and is protected by copyright.
5.2 You may use this content on the website or platforms for which it was written, in accordance with the licence in Clause 3.
5.3 You must not reproduce, republish, or provide this content to any third party for use on a different website, platform, or publication without our prior written consent.
5.4 Where we source and write up customer testimonials on your behalf, the written form of those testimonials is our copyright. You may display them on the website we built, but may not transfer the written versions to a third party.
- SOCIAL MEDIA SERVICES
6.1 Where we create social media content (including graphics, written posts, templates, and campaign assets), all intellectual property in those materials belongs to us.
6.2 You are licensed to publish the content on the social media platforms agreed as part of the Project. This licence does not extend to republishing the content on other platforms, in print, or on third-party websites.
6.3 Social media templates, brand kits, content calendars, and strategy documents remain our property. You may not share these with a replacement agency or freelancer without our written consent.
6.4 Access credentials for social media accounts, scheduling tools, or analytics platforms that belong to you will be returned to you on request when our engagement ends.
- QUOTATIONS AND PAYMENT
7.1 All quotations are valid for 30 days from the date of issue unless otherwise stated.
7.2 A non-refundable deposit of 50% of the total project fee is required before work begins, unless an alternative arrangement is agreed in writing.
7.3 The remaining balance is due upon completion of the Project, before the final Deliverables are handed over or the website is made live.
7.4 For ongoing retainer services (including social media management), invoices are issued monthly and are payable within 14 days of the invoice date.
7.5 We reserve the right to charge interest on overdue invoices at the rate of 4% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
7.6 We reserve the right to suspend or remove any Deliverables (including taking a website offline) where payment is overdue by more than 30 days.
- CLIENT RESPONSIBILITIES
8.1 You are responsible for providing all content, materials, and information reasonably required for the Project in a timely manner. Delays in providing these may result in delays to the Project timeline.
8.2 You must ensure that any content, images, or materials you provide to us for inclusion in the Project do not infringe the intellectual property rights of any third party.
8.3 You are responsible for reviewing and approving Deliverables within 7 working days of them being submitted for your review. If we do not hear from you within this period, the Deliverables will be deemed approved.
8.4 You are responsible for maintaining your own backups of your website, content, and data. We are not liable for any loss of data.
- REVISIONS AND AMENDMENTS
9.1 Each Project includes up to two rounds of revisions unless otherwise stated in the proposal or quotation.
9.2 Additional rounds of revisions will be charged at our standard hourly rate, which will be communicated to you in advance.
9.3 Revisions must be submitted in a single, consolidated set of feedback. Multiple piecemeal changes submitted separately may be treated as additional revision rounds.
9.4 Requests for revisions must be made within 14 days of the Deliverables being submitted for review. After this period, additional changes will be treated as new work and quoted accordingly.
- TERMINATION
10.1 Either party may terminate the agreement by giving 14 days written notice.
10.2 If you terminate the Project before completion, you are liable for payment for all work completed up to the date of termination, including the non-refundable deposit.
10.3 If we terminate the agreement due to non-payment, breach of these terms, or unreasonable conduct, all rights and licences granted to you under Clause 3 are revoked immediately.
10.4 Upon termination, we will return any content, credentials, or materials belonging to you within 14 days. Any Deliverables for which full payment has not been received must not be used and must be deleted from your systems.
- LIMITATION OF LIABILITY
11.1 Our total liability to you in connection with the Services shall not exceed the total fees paid by you for the relevant Project.
11.2 We are not liable for any indirect, consequential, or special losses, including loss of profit, revenue, data, or business opportunity.
11.3 We do not guarantee any specific results from the Services, including (without limitation) search engine rankings, website traffic, social media engagement, or sales.
11.4 We are not responsible for the content, security, or performance of any third-party platforms, plugins, hosting providers, or services used in connection with the Project.
- CONFIDENTIALITY
12.1 Both parties agree to keep confidential any commercially sensitive information shared during the Project.
12.2 This obligation does not apply to information that is already in the public domain, is required to be disclosed by law, or is independently developed by either party.
- PORTFOLIO AND CREDIT
13.1 We reserve the right to display the Deliverables (including screenshots, case studies, and descriptions of the work) in our portfolio, on our website, and in our marketing materials.
13.2 Where practical, we will include a discreet credit link (for example, “Website by Stargazy Solutions”) in the footer of websites we build. You agree not to remove this credit without our prior consent.
- HOSTING AND DOMAINS
14.1 Where we arrange hosting or domain registration on your behalf, these are provided as a separate service and are subject to the terms of the relevant third-party provider.
14.2 Domain names registered on your behalf are your property. We will transfer them to you on request, provided all outstanding fees have been paid.
14.3 We are not responsible for any downtime, data loss, or service interruption caused by third-party hosting providers.
- GENERAL
15.1 These terms are governed by the laws of England and Wales.
15.2 If any provision of these terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
15.3 These terms, together with the relevant proposal or quotation, constitute the entire agreement between us. Any variation must be agreed in writing.
15.4 We may update these terms from time to time. The version in effect at the time you engage us for a Project will apply to that Project.
CONTACT
Stargazy Solutions Ltd
79 Higher Bore Street, Bodmin, Cornwall
hello@stargazysolutions.com