Terms & Conditions

These Terms and Conditions govern the relationship between Wellington Web Co. ("we", "us", "our") and any individual or business ("the Client", "you", "your") that engages our services. By commissioning work from us, paying a deposit or otherwise instructing us to proceed, you confirm that you have read, understood and agree to be bound by these Terms. Please read them carefully before engaging our services.

1. Definitions

In these Terms the following definitions apply:

• "Wellington Web Co." refers to Wellington Web Co., a web design agency operating from Edinburgh, Scotland, and contactable at contact@wellingtonwebco.com.
• "Client" refers to the individual, company or organisation that has engaged Wellington Web Co. to provide services.
• "Project" refers to the specific scope of work agreed between Wellington Web Co. and the Client, as set out in a written quote, proposal, email confirmation or signed agreement.
• "Services" refers to website design, web development, SEO, Google Ads management, logo and brand identity design, copywriting, hosting support, maintenance and any other digital services provided by Wellington Web Co.
• "Deliverables" refers to the final work product produced under a Project, including but not limited to website files, design assets, copy and documentation.
• "Intellectual Property" refers to all copyright, design rights, trademarks, database rights and other proprietary rights in the Deliverables and any materials used to create them.
• "Third Party Services" refers to any platforms, tools, plugins, software licences or services provided by parties other than Wellington Web Co. that are used in the delivery of a Project (for example Shopify, WordPress, Netlify, Google, Adobe).

2. Scope of Services

Wellington Web Co. provides the Services described in the written quote or proposal issued to the Client. All work is carried out on the basis of that agreed scope. Any additional work requested beyond the original scope will be quoted separately and must be approved in writing before work begins.

We reserve the right to decline any request to produce content or functionality that is illegal, defamatory, discriminatory or otherwise contrary to applicable law or our own professional standards.

3. Quotes, Proposals and Project Agreements

All quotes are valid for 30 days from the date of issue unless otherwise stated. A quote is not a binding contract. A Project agreement is formed when the Client pays the deposit described in Clause 4 or provides written confirmation of instruction, whichever occurs first.

Quotes are based on the Client's stated requirements at the time of issue. If the scope changes materially after agreement, we reserve the right to revise the fee accordingly. We will always inform you of any changes before additional charges are incurred.

Estimates of project timelines are indicative and not contractually binding unless explicitly stated as fixed deadlines in writing.

4. Payment Terms

• Deposit: A non-refundable deposit of 50% of the agreed project fee is required before any design or development work begins. No work will start until the deposit is received and cleared.
• Final payment: The remaining 50% balance is due upon completion of the project and before the website is launched, transferred or handed over to the Client. For phased projects, payment milestones will be set out in the project proposal.
• Maintenance and retainer fees: Where a monthly maintenance or support agreement is in place, invoices are issued monthly in advance and are due within 14 days of the invoice date.
• Payment methods: We accept payment by bank transfer (BACS), debit or credit card (where available) or such other methods as agreed in writing. All fees are in GBP and are exclusive of VAT unless explicitly stated otherwise.
• Withholding payment: The Client may not withhold payment on the basis of a dispute over a minor or trivial element of the Deliverables. Where a genuine dispute exists, the Client must notify us in writing within 5 working days of the invoice date setting out the specific issue. We will work in good faith to resolve it.

5. Late Payment

If any invoice is not paid within 14 days of the due date, Wellington Web Co. reserves the right to:

• Charge statutory interest at 8% above the Bank of England base rate per annum, calculated daily, under the Late Payment of Commercial Debts (Interest) Act 1998;
• Claim fixed compensation for debt recovery costs in accordance with that Act (currently £40 for debts under £1,000, £70 for debts between £1,000 and £9,999 and £100 for debts of £10,000 or more);
• Suspend all work on the Project and any other active projects for the Client until outstanding invoices are settled;
• Remove access to any staging environments, preview links or draft work until payment is received; and
• Pursue recovery of the outstanding amount through the appropriate legal channels.

6. Revisions and Change Requests

The number of included revision rounds depends on the package agreed:

• Starter package: 1 round of revisions.
• Growth package: 3 rounds of revisions.
• Premium package: Unlimited revisions within the agreed scope.
• Bespoke/Enterprise projects: As specified in the project proposal.

A revision round means the Client consolidates all feedback into a single written list, which we then implement in one pass. Each further round of revisions beyond the included allowance will be charged at our current hourly rate (available on request).

Change requests that alter the fundamental scope, design direction or functionality of the Project constitute new work and will be quoted and charged accordingly, regardless of the revision allowance.

We are not obliged to implement changes that would, in our professional opinion, harm the technical performance, usability or search visibility of the website. We will advise the Client and agree an alternative approach.

7. Project Timelines and Delays

We will agree an estimated project timeline at the outset. We take our timelines seriously and will always notify the Client promptly if we anticipate a delay on our side.

Where the Client causes delays, including but not limited to failing to supply content, provide feedback, respond to questions or make payments on time, we reserve the right to:

• Adjust the project timeline accordingly without penalty;
• Move the project to a lower priority in our schedule; and
• Where a project is paused for more than 30 days due to the Client's inaction, charge a project re-engagement fee before restarting.

Projects that are inactive for more than 90 days due to the Client failing to respond or provide required materials may be closed. Any deposit paid will be retained by Wellington Web Co. as compensation for time spent. A new agreement and deposit would be required to restart.

8. Client Responsibilities

The Client agrees to:

• Provide clear, complete and timely instructions, content, feedback and approvals as reasonably required to allow us to complete the Project;
• Designate a single point of contact with authority to approve work and make decisions on behalf of the Client organisation;
• Ensure all content, data and materials provided to us are accurate, up to date and do not infringe any third party rights;
• Comply with all applicable laws in relation to their business and the operation of their website, including consumer protection, advertising standards, data protection and any sector specific regulations;
• Obtain any necessary licences, consents or permissions for content, software or tools they require us to use; and
• Keep login credentials, hosting credentials and access details secure after handover.

9. Content and Materials

Unless copywriting or content creation is explicitly included in the agreed scope, the Client is responsible for supplying all text, images, logos, video, audio and other content required for the Project.

The Client warrants that all content supplied to Wellington Web Co. is either owned by the Client or that the Client has full rights to use it, and that its use will not infringe any third party intellectual property rights, defame any person or breach any applicable law.

Where we source or recommend stock photography, icons, fonts or other third party assets, the Client is responsible for ensuring any applicable licences are in place for their intended use. We will clearly indicate when an asset requires a licence purchase.

We are not liable for any claims arising from content supplied by the Client.

10. Intellectual Property and Copyright

Client supplied content: All intellectual property in content supplied by the Client remains with the Client at all times.

Deliverables, upon full payment: Once the Client has paid all outstanding invoices in full, Wellington Web Co. assigns to the Client all intellectual property rights in the Deliverables created specifically for that Project, including the website design, bespoke code and written copy produced by us. This assignment is worldwide, perpetual and royalty free.

Deliverables, prior to full payment: Until all fees are paid, Wellington Web Co. retains full ownership of all Deliverables and all work in progress. The Client has no right to use, distribute, publish or modify any work until payment has been received in full. We may require the removal of any work published without payment.

Retained rights: Notwithstanding the above assignment, Wellington Web Co. retains the right to use the completed work in its portfolio, case studies, social media and marketing materials unless the Client requests otherwise in writing. We will always credit the project tastefully and never disclose confidential commercial information.

Third party components: Certain components used in a project may be subject to third party licences (for example open source libraries, font licences, theme frameworks). These are not assigned to the Client and must be used in accordance with their respective licence terms. We will identify any such components on request.

Tools and methodologies: Wellington Web Co. retains all rights to its internal tools, templates, frameworks, code libraries and methodologies developed independently of any Client project. Where a project makes use of these, a non-exclusive licence to use them solely as part of the Deliverables is granted to the Client upon full payment.

11. Attribution

Unless the Client requests otherwise in writing, Wellington Web Co. reserves the right to include a small, unobtrusive credit in the footer of websites we build (for example "Designed by Wellington Web Co."). This credit will always be tasteful and will not affect the Client's branding. If the Client wishes the credit to be removed, this can be agreed in writing and may be subject to a one off fee.

12. Third Party Services and Platforms

Many projects involve third party platforms, software and services (such as WordPress, Shopify, Netlify, Vercel, Google Analytics, Mailchimp, Stripe or similar). Wellington Web Co. has no control over and accepts no responsibility for:

• Changes made by third party platform providers to their features, pricing, terms or APIs;
• Downtime, data loss or security breaches affecting third party platforms;
• The continued availability or compatibility of third party plugins, themes or services;
• Any fees, licences or subscriptions payable to third party providers; or
• Changes in third party algorithms (including search engine ranking changes).

Where a project relies on a third party service, the Client agrees to comply with that service's own terms and conditions. We will flag any known risks associated with third party dependencies before beginning work.

13. Hosting, Domains and Infrastructure

Unless explicitly included in the project agreement, Wellington Web Co. does not provide hosting or domain registration as a managed service. We will assist the Client in setting up appropriate hosting and domain arrangements, but the Client will maintain direct accounts with and pay providers directly.

We strongly recommend the Client maintains ownership and control of:

• Their domain name registrar account;
• Their hosting or deployment platform account;
• Their SSL certificate provider (where applicable); and
• Their Google Search Console, Google Analytics and any other analytics accounts.

This ensures the Client is never locked in to any third party, including Wellington Web Co. We will never hold any of these assets on the Client's behalf without explicit written agreement, and even then will transfer full ownership immediately upon request.

Where Wellington Web Co. does provide a managed hosting arrangement, the specific terms, pricing, SLA and included support will be set out in a separate hosting agreement.

14. Website Launch and Handover

The website will be launched or handed over to the Client only after:

• The Client has provided written sign off confirming the website is approved for launch;
• All outstanding invoices have been paid in full; and
• All necessary access credentials (hosting, domain, etc.) have been confirmed.

Once the Client has signed off the website for launch, any further changes requested constitute new work and will be scoped and quoted accordingly.

After handover, the Client accepts full responsibility for the maintenance, security, legal compliance and ongoing performance of the website unless a maintenance agreement is in place with Wellington Web Co.

15. Maintenance and Support Services

Where a monthly maintenance or support package is agreed, the specific services included will be detailed in a separate maintenance agreement. Standard provisions include:

• Maintenance agreements are monthly rolling and may be cancelled by either party with 30 days' written notice;
• Included hours do not roll over from month to month unless otherwise agreed;
• Work requests beyond the included hours will be charged at our standard hourly rate;
• Maintenance does not include major redesigns or new feature development, which will be scoped separately; and
• Response times are on a best efforts basis during normal business hours (Monday to Friday, 9am to 5pm, excluding Scottish and UK public holidays). We do not guarantee specific response times unless explicitly agreed in a service level agreement.

16. Enterprise and Large Scale Projects

For projects with a total fee of £10,000 or more, or projects involving significant data processing, multi system integrations, bespoke software development or sensitive commercial information, the following additional provisions apply alongside the rest of these Terms.

Non-Disclosure Agreements (NDAs): Wellington Web Co. will enter into a mutual non-disclosure agreement on request for any enterprise engagement. The NDA will be a standalone document signed by both parties before any sensitive commercial information is disclosed. Until a formal NDA is signed and countersigned, the confidentiality provisions in Clause 17 of these Terms apply and provide immediate protection. We take confidentiality seriously on all projects regardless of size.

Master Services Agreement: For ongoing, multi phase or long term enterprise engagements, we recommend establishing a Master Services Agreement (MSA) that governs the overarching commercial relationship, with individual Statements of Work (SOW) covering each project phase, feature set or deliverable. Where an MSA is in place, it takes precedence over these Terms to the extent of any conflict.

Milestone based payments: Enterprise projects are typically structured around agreed payment milestones tied to project phases rather than the standard 50/50 deposit and completion split. Milestones, amounts and trigger conditions will be set out in the project proposal or SOW. The deposit provision in Clause 4 still applies to the first milestone payment.

Dedicated team and subcontractors: Where Wellington Web Co. assembles a dedicated team of senior developers, engineers or specialists for an enterprise project, we will ensure all team members are bound by written confidentiality obligations at least as protective as those in Clause 17. We will not disclose the identity of subcontractors without the Client's consent unless required by law.

Source code and IP escrow: For enterprise builds where the Client has a material dependence on bespoke software developed by Wellington Web Co., the Client may request a source code escrow arrangement. Under such an arrangement, the completed source code is held by a neutral third party escrow agent and released to the Client upon agreed trigger events (such as insolvency or cessation of business by Wellington Web Co.). Escrow arrangements are subject to additional cost and will be set out in a separate escrow agreement.

White labelling: Wellington Web Co. is able to operate on a white label basis for enterprise clients, for example where the Client is an agency commissioning work on behalf of their own end client. On white label projects, Wellington Web Co. agrees not to publicly reference, attribute or show the work in a portfolio without the Client's prior written consent. The attribution clause in Clause 11 does not apply to confirmed white label engagements.

Extended liability cap: The standard limitation of liability in Clause 20 sets a cap equal to total fees paid in the preceding 12 months. For enterprise projects, the parties may negotiate a higher liability cap, which must be agreed in writing and recorded in the MSA or project agreement before work begins. Any increase in the liability cap may be subject to an adjustment in project fees to reflect the increased commercial risk.

Service Level Agreements: Standard engagements do not include guaranteed response times. Enterprise clients requiring defined SLAs, including response times, uptime guarantees, escalation procedures and remedies, should request a separate SLA document, which will be negotiated and agreed alongside the MSA or maintenance agreement.

Regulatory and compliance requirements: Enterprise clients operating in regulated industries (including but not limited to financial services, healthcare, legal, education or public sector) are responsible for informing Wellington Web Co. of any sector specific compliance requirements before work begins. We will make reasonable efforts to accommodate those requirements, but the Client remains solely responsible for ensuring the final website meets all applicable regulatory standards.

17. Confidentiality

Both parties agree to keep confidential any proprietary, commercially sensitive or personal information disclosed in the course of the Project, and not to disclose it to any third party without the other party's prior written consent, except where required by law.

Wellington Web Co.'s obligation of confidentiality does not prevent us from disclosing the existence of a client relationship or displaying completed work in our portfolio, subject to the restrictions in Clause 10 above.

Confidentiality obligations survive termination of the agreement for a period of three years.

18. Data Protection

Wellington Web Co. processes personal data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Our full Privacy Policy, which explains how we collect, use, store and protect personal data, is available at wellingtonwebco.com/privacy.

Where we develop a website that processes personal data on behalf of the Client, the Client is the data controller for that data. The Client is responsible for ensuring their website complies with all applicable data protection legislation, including having a compliant privacy policy, cookie notice and consent mechanism. We can assist with this on request, but the legal responsibility rests with the Client.

Where Wellington Web Co. processes personal data on behalf of a Client as a data processor, we agree to process that data only in accordance with the Client's documented instructions, and to implement appropriate technical and organisational measures to protect it.

19. Warranties and Representations

Wellington Web Co. warrants that:

• Services will be delivered with reasonable care and skill;
• The Deliverables will, at the point of handover, function materially in accordance with the agreed specification; and
• We have the right to assign intellectual property in the Deliverables as described in Clause 10.

Wellington Web Co. does not warrant that:

• The website will achieve any particular ranking in search engines;
• The website will be free from all bugs after handover (minor bugs discovered post launch will be addressed at no charge within 14 days of launch under our standard post launch support window);
• The website will be compatible with all browsers, devices or operating systems now or in the future; or
• Any estimated traffic, conversion or revenue figures will be achieved.

The Client warrants that it has authority to enter into this agreement and that all information and content provided to us is accurate and does not infringe any third party rights.

20. Limitation of Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by Scots or UK law.

Subject to the above, Wellington Web Co.'s total aggregate liability to the Client for any claims arising out of or in connection with a Project, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by the Client for that Project in the 12 months preceding the claim.

Wellington Web Co. is not liable for:

• Any indirect, consequential, special or incidental loss or damage;
• Loss of revenue, profit, business, contracts, anticipated savings or goodwill;
• Loss of data or corruption of data;
• Business interruption;
• Any loss or damage arising from the Client's own use of the website after handover;
• Any loss arising from third party services, hosting failures, domain issues, platform changes or cyber attacks; or
• Any loss arising from the Client's failure to comply with its own obligations under these Terms.

The Client is solely responsible for ensuring the website complies with all applicable laws and regulations relevant to their business. Wellington Web Co. is not liable for any regulatory fines, penalties or claims arising from non-compliance.

21. Indemnity

The Client agrees to indemnify and hold harmless Wellington Web Co., its directors, employees and subcontractors from and against any claims, liabilities, damages, losses and expenses (including reasonable legal fees) arising out of or in connection with:

• Any content or materials provided by the Client that infringe any third party intellectual property rights or applicable law;
• The Client's operation of the website after handover;
• The Client's breach of these Terms; or
• Any claim by a third party relating to the Client's business, products or services.

22. Termination and Cancellation

Termination by the Client: The Client may cancel a project at any time by giving written notice. In the event of cancellation:

• The deposit is non-refundable in all circumstances;
• If work has progressed beyond the deposit stage, the Client will be invoiced for all work completed to the date of cancellation, calculated pro-rata against the total project fee or at our standard hourly rate, whichever is greater; and
• Work completed to the point of cancellation will be delivered to the Client only upon payment of all outstanding amounts.

Termination by Wellington Web Co.: We reserve the right to terminate a project immediately and without liability if:

• The Client fails to pay any invoice within 30 days of the due date;
• The Client behaves in a threatening, abusive or otherwise unreasonable manner towards our team;
• The Client asks us to produce work that is illegal, defamatory or contrary to these Terms; or
• The Client materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

In the event of termination by Wellington Web Co. for cause, any deposit and fees paid for completed work are retained by Wellington Web Co.

23. Force Majeure

Neither party shall be in breach of these Terms nor liable for delay or failure to perform obligations if that delay or failure results from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, severe weather, epidemic or pandemic, war, terrorism, civil unrest, government restrictions, power outages, internet infrastructure failures or significant third party platform outages. In such circumstances the affected party shall notify the other as soon as reasonably practicable and the time for performance shall be extended accordingly.

24. Subcontracting

Wellington Web Co. may subcontract or engage specialist third parties to assist in delivering any Project. We remain responsible for the quality and delivery of the work. We will not disclose any confidential Client information to subcontractors beyond what is strictly necessary to complete the Project.

25. Non-Solicitation

The Client agrees not to directly solicit, engage or employ any individual who is or was employed by or contracted to Wellington Web Co. during the term of a Project and for a period of 12 months following its completion, without our prior written consent.

26. Entire Agreement and Amendments

These Terms, together with any written proposal, quote or project agreement issued by Wellington Web Co., constitute the entire agreement between the parties in relation to the Project and supersede all prior discussions, representations or agreements.

We may update these Terms from time to time. Where an update materially affects existing engagements, we will notify the Client by email. Continued engagement with Wellington Web Co. following notification of changes constitutes acceptance of the updated Terms.

These Terms may not be amended by the Client except with our prior written agreement.

27. Dispute Resolution

In the event of any dispute, both parties agree to first attempt resolution through good faith negotiation. If a dispute cannot be resolved informally within 30 days, either party may refer the matter to mediation through a recognised mediation service agreed by both parties.

Nothing in this clause prevents either party from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction.

28. 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 and construed in accordance with the law of Scotland. The parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.

29. Contact

If you have any questions about these Terms, please contact us:

• Email: contact@wellingtonwebco.com
• Website: wellingtonwebco.com/contact
• Location: Edinburgh, Scotland, United Kingdom

These Terms and Conditions were last updated on 26 May 2026. They apply to all projects commenced on or after that date. By paying a deposit, providing written instruction to proceed or otherwise engaging Wellington Web Co. to carry out work, the Client confirms acceptance of these Terms in full.