Terms & Conditions — Web Design & Development
1. Parties and Scope
1.1 These Terms and Conditions govern all web design, web development, landing page, maintenance and related digital services (collectively, "Services") provided by Velaria Limited (Company No. 15388767, registered in England and Wales, registered office 71–75 Shelton Street, Covent Garden, London WC2H 9JQ) to its clients ("Client").
1.2 These Terms apply to all engagements whether initiated via the website, email, WhatsApp or any other channel, and whether or not a separate written agreement is in place. In the event of any conflict, a separately signed Statement of Work or project agreement shall take precedence over these Terms.
2. Definitions
- "Proposal": the written document setting out the scope of work, deliverables, timeline and price for a specific project.
- "Project": the web design and/or development work described in the accepted Proposal.
- "Deliverables": the final files, code, designs and other outputs to be provided to the Client as specified in the Proposal.
- "Client Materials": text, images, logos, videos, data and any other content supplied by the Client for use in the Project.
- "Third-Party Services": platforms, plugins, themes, hosting services, domain registrars, stock libraries and APIs not developed by Velaria (e.g. WordPress, Wix, Shopify, Webflow, Google Fonts, Unsplash).
- "Go-Live": the date on which the completed website or application is published and accessible to end users.
3. Enquiries, Proposals and Contract Formation
3.1 Submitting a project enquiry via velaria.co.uk or any other channel creates no binding obligation on either party.
3.2 Velaria will issue a Proposal setting out the scope, deliverables, price and estimated timeline. Proposals are valid for 14 days from the date of issue unless otherwise stated.
3.3 A binding contract is formed when the Client accepts a Proposal in writing (including by email or WhatsApp) and pays the deposit specified in the Proposal. Work will not commence until both conditions are met.
3.4 Any changes to scope, deliverables or timeline requested after contract formation shall be subject to a written Change Request and may result in additional charges and/or revised delivery dates.
4. Fees and Payment
4.1 The project fee is as stated in the accepted Proposal. All prices are exclusive of VAT unless otherwise stated. Where VAT applies, it will be added at the prevailing UK rate.
4.2 Unless otherwise agreed in writing, the following payment schedule applies:
| Milestone | Amount due | Due date |
|---|---|---|
| Project deposit | 50% of total project fee | Upon acceptance of Proposal (before work commences) |
| Final payment | 50% of total project fee | Upon delivery of completed Deliverables for final review, before Go-Live |
4.3 Invoices are payable within 7 days of issue by bank transfer to the account details on the invoice.
4.4 Late payments shall accrue interest at 8% per annum above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, calculated from the due date.
4.5 Velaria reserves the right to suspend work on any project where payment is overdue by more than 7 days, without liability for resulting delays.
4.6 The final Deliverables and all associated assets will be released to the Client only upon receipt of full payment.
5. Project Process and Timeline
5.1 Velaria will follow the project process agreed in the Proposal, typically comprising: brief and discovery, design and prototype, development and revisions, and launch and handover.
5.2 Timelines stated in the Proposal are estimates based on the information available at the time of issue. Velaria will use reasonable endeavours to meet agreed timelines but does not guarantee delivery on any specific date.
5.3 Timelines may be affected by: (a) the Client's failure to provide Client Materials, feedback or approvals within the timeframes requested; (b) scope changes requested by the Client; (c) delays attributable to Third-Party Services outside Velaria's control. In such cases, Velaria will notify the Client as soon as reasonably practicable and provide a revised timeline.
5.4 If the Client does not respond to a request for approval, materials or feedback within 14 calendar days, Velaria may pause the project. The project may be placed back in the active queue only upon receipt of the outstanding items, and the original timeline shall no longer apply.
6. Client Responsibilities
The Client shall:
- appoint a single point of contact with authority to approve Deliverables;
- provide all Client Materials in a timely manner and in formats reasonably requested by Velaria;
- ensure that Client Materials do not infringe any third-party intellectual property rights, are not defamatory, and comply with all applicable laws;
- provide access to any existing hosting accounts, domain registrars, CMS platforms or third-party services required to complete the Project;
- review and approve Deliverables within the timeframes requested;
- ensure that any content published on the completed website complies with applicable law, including the UK Advertising Standards Authority (ASA) CAP Code, data protection legislation and consumer protection regulations.
7. Revisions
7.1 Each project phase includes the number of revision rounds specified in the Proposal (typically two rounds per phase). A "revision" means minor adjustments within the agreed scope; it does not include redesigns, changes of direction or additional features.
7.2 Additional revisions beyond those included will be charged at the hourly rate stated in the Proposal, or at £75/hour where no rate is specified.
7.3 Revisions requested after final sign-off and Go-Live are treated as new work and will be quoted separately.
8. Intellectual Property
8.1 Ownership upon full payment
Upon receipt of full payment of all fees due, Velaria assigns to the Client all intellectual property rights in the bespoke Deliverables created for the Project (custom code, custom design layouts, custom graphics), including copyright.
8.2 Velaria retains rights in
- Velaria's proprietary tools, frameworks, methodologies, templates and pre-existing code libraries used in delivering the Project ("Velaria Background IP"). These remain Velaria's property; the Client receives a non-exclusive licence to use them solely as incorporated into the Deliverables.
- Any work product created prior to full payment.
8.3 Third-Party components
Where the Project incorporates Third-Party Services (plugins, themes, stock images, fonts, APIs), those components are subject to their own licences. Velaria will notify the Client of any licence requirements or recurring fees. The Client is responsible for maintaining any required Third-Party licences after handover.
8.4 Client Materials
The Client grants Velaria a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of completing the Project. The Client warrants that it owns or has the necessary rights to all Client Materials provided.
8.5 Portfolio rights
Velaria reserves the right to display the completed Project (screenshots, URL, project description) in its portfolio and marketing materials, unless the Client requests otherwise in writing before Go-Live.
9. Hosting, Domain and Ongoing Services
9.1 Unless otherwise specified in the Proposal, Velaria's web design and development service does not include hosting or domain registration. The Client is responsible for arranging and paying for its own hosting and domain services.
9.2 Where Velaria assists with hosting setup or domain configuration as part of the Project, Velaria acts solely as a facilitator. The hosting and domain contract is between the Client and the relevant provider.
9.3 Post-launch maintenance, support, updates and security monitoring are not included in the project fee unless a separate Maintenance Agreement is agreed in writing. Ongoing support is available at Velaria's then-current hourly or retainer rates.
10. Warranties and Disclaimer
10.1 Velaria warrants that the Deliverables will be created with reasonable skill and care and will substantially conform to the specifications agreed in the Proposal at the time of delivery.
10.2 Velaria does not warrant that:
- the website will achieve any specific ranking, traffic, conversion or revenue targets;
- the website will be free from all defects after Go-Live, given the nature of software and browser environments;
- Third-Party Services used in the Project will remain available, unmodified or free of charge.
10.3 Velaria does not provide legal advice. The Client is responsible for ensuring that the content, functionality and data processing activities of its website comply with all applicable laws, including UK GDPR, consumer protection legislation, accessibility requirements (WCAG), and sector-specific regulations.
11. Limitation of Liability
11.1 Velaria's total aggregate liability to the Client in connection with any Project (whether in contract, tort, negligence or otherwise) shall not exceed the total fees paid by the Client for that Project.
11.2 Velaria shall not be liable for:
- loss of profits, revenue, business, contracts, anticipated savings or goodwill;
- data loss or corruption;
- any indirect, special or consequential loss;
- losses arising from the Client's use or misuse of the Deliverables after handover;
- failure or unavailability of Third-Party Services.
11.3 Nothing in these Terms limits Velaria's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.
12. Cancellation by the Client
12.1 The Client may cancel the Project at any time by written notice to web@velaria.co.uk.
12.2 Upon cancellation, the Client shall pay for all work completed up to the date of the cancellation notice, calculated pro-rata based on the total project fee. The deposit is non-refundable if work has commenced.
12.3 Any completed Deliverables remain Velaria's property until full payment of sums due under clause 12.2 has been received.
13. Cancellation or Suspension by Velaria
13.1 Velaria may terminate the Project with 14 days' written notice if:
- the Client is in material breach of these Terms (including persistent non-payment) and fails to remedy the breach within 7 days of written notice;
- the Client requests Velaria to produce content that is unlawful, defamatory, fraudulent or in breach of third-party intellectual property rights;
- the Client's conduct makes it impracticable for Velaria to continue the engagement.
13.2 In the event of termination under clause 13.1, Velaria shall be entitled to payment for all work completed to date; no further sums will be charged for uncompleted work.
14. Consumer Cancellation Rights
14.1 Where the Client is a consumer (an individual acting outside the course of a business), the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 apply.
14.2 A consumer Client has the right to cancel a contract formed at a distance within 14 calendar days of contract formation, without giving any reason ("cooling-off period").
14.3 If the Client expressly requests that work commence during the cooling-off period and signs a written request to this effect, the right to cancel is lost once the Services have been fully performed. Where work commences during the cooling-off period at the Client's request and is not yet complete, the Client may still cancel but will be required to pay a proportionate amount for the Services performed up to the date of cancellation.
14.4 To exercise the right to cancel within the 14-day period, the Client must notify Velaria clearly in writing at web@velaria.co.uk.
15. Confidentiality
15.1 Each party agrees to keep confidential any information received from the other party that is identified as confidential or that is by its nature clearly confidential ("Confidential Information").
15.2 Confidential Information shall not be disclosed to any third party without the disclosing party's prior written consent, except as required by law.
15.3 This obligation does not apply to information that is already in the public domain through no fault of the receiving party.
16. Data Protection
Personal data provided in connection with a web project will be processed in accordance with Velaria's Privacy Policy. Where the completed website processes personal data of end users on behalf of the Client, the Client acts as data controller and is responsible for ensuring legal compliance, including publishing appropriate privacy notices and obtaining necessary consents from end users.
17. Complaints
Any complaint regarding Velaria's web services must be submitted in writing to web@velaria.co.uk within 30 days of the relevant delivery or Go-Live date. Velaria will acknowledge within 5 business days and respond substantively within 28 days.
18. Entire Agreement and Amendments
18.1 These Terms, together with the accepted Proposal, constitute the entire agreement between the parties in respect of the Project.
18.2 Velaria may update these Terms at any time by publishing a revised version at velaria.co.uk. The Terms applicable to a Project are those in force at the date the Proposal is accepted.
19. Severance
If any provision of these Terms is found to be invalid or unenforceable, it shall be severed without affecting the remaining provisions.
20. Governing Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
For questions about these Terms, please contact:
Velaria Limited — web@velaria.co.uk — WhatsApp +44 7480 657262
71–75 Shelton Street, Covent Garden, London WC2H 9JQ