Derryl Rees shall charge for work at the prices stated in the applicable quotation, proposal or agreed hourly rate current at the time of order, unless otherwise agreed in writing before the work starts. Unless stated otherwise, all prices are exclusive of materials and delivery charges where applicable.
Derryl Rees will provide quotations and estimated delivery times upon request and subject to sight of the final brief. Unless otherwise stated, quotations include up to three stages of revisions. Further revisions or work outside the agreed brief will be charged at the prevailing hourly rate unless otherwise agreed in writing.
The Client is responsible for checking the specifications, scope and conditions contained in any quotation. Derryl Rees reserves the right to withdraw or amend a quotation where an error or omission is identified. Where an Acceptance of Quotation is supplied, it must be signed and returned before work begins. Acceptance of a quotation, instruction to proceed or payment of a deposit will be treated as confirmation that these Terms and Conditions have been read and accepted.
Unless otherwise agreed in writing, invoices are payable within the period stated on the invoice. Derryl Rees reserves the right to charge interest and reasonable recovery costs on overdue sums in accordance with applicable law and may suspend work or services while sums remain unpaid.
The Client is encouraged to provide instructions in writing and to confirm any verbal instructions by email. Derryl Rees will use reasonable endeavours to follow verbal instructions but cannot accept responsibility for errors or omissions arising from instructions that have not been confirmed in writing.
Derryl Rees will not be liable for costs, compensation, loss of earnings or delay caused by late supply of information, materials, approvals or instructions from the Client or any third party. Additional charges may apply where late supply requires work to be completed more urgently than originally agreed.
If a project is delayed or suspended for more than seven days for reasons outside the control of Derryl Rees, Derryl Rees may invoice for work carried out up to that point, whether or not the work is complete or has been delivered.
To the fullest extent permitted by law, Derryl Rees's liability for any direct loss arising from defective work or supplied items shall be limited to the amount charged for the particular work or items giving rise to the claim. Derryl Rees shall not be liable for errors, failures, defects or delays resulting from unsuitable specifications, instructions, materials or content supplied by the Client.
All copy and content supplied by the Client will be treated as final and is assumed to have been proofread, checked for accuracy and approved for publication. Where Derryl Rees prepares or edits copy, the Client remains responsible for final approval before publication.
The Client is responsible for ensuring that all imagery, text, trademarks and other material supplied for use can lawfully be used and does not infringe third-party rights.
Derryl Rees shall not be responsible for failure, delay or default caused wholly or partly by circumstances beyond reasonable control, including fire, flood, power failure, telecommunications failure, hardware or software failure, data corruption, industrial disputes, cyber incidents, third-party service outages or unavoidable shortages of materials or services.
Until all sums due for work carried out by Derryl Rees have been paid in full, legal and beneficial ownership of that work shall remain with Derryl Rees, subject to any third-party rights and licences.
Unless otherwise agreed in writing, creative work, design concepts, code, templates, systems and other materials created by Derryl Rees are supplied under a licence for the use contemplated by the original project. No additional use, resale, redistribution or commercial exploitation may be made without written permission, except where ownership is expressly assigned elsewhere in these Terms or in the project agreement.
The Client shall indemnify Derryl Rees against reasonable costs, expenses, damages and losses arising from third-party claims concerning materials supplied or instructions given by the Client, including claims relating to copyright, trademarks, patents, intellectual property, defamation, obscenity or unlawful content.
If the Client is in default, or Derryl Rees reasonably believes the Client will be unable or unwilling to meet its obligations, Derryl Rees may suspend or cease work and require immediate payment of sums due for work performed or services supplied.
Derryl Rees may subcontract specialist work outside its core services to suitably qualified third parties while remaining responsible to the Client for the management of that work. A reasonable handling or management charge may be added unless otherwise agreed in writing.
Each identifiable stage, delivery or service may be treated as a separate part of the contract and invoiced separately at the discretion of Derryl Rees.
These Terms and Conditions prevail over any conflicting conditions appearing on a Client purchase order or other document unless Derryl Rees expressly agrees otherwise in writing.
These Terms and Conditions and any dispute arising from them shall be governed by the laws of England and Wales and subject to the jurisdiction of the courts of England and Wales.
Derryl Rees may claim authorship of work created wholly or substantially to its design and may reproduce commissioned work in portfolios, websites, proposals, social media and other self-promotional material. Where appropriate, the Client agrees that a discreet design or development credit may be included on the finished work unless otherwise agreed in writing.
Derryl Rees cannot guarantee that final printed items will exactly match inkjet, laser, PDF or on-screen proofs. Colours may vary due to printing processes, materials, stock, inks, display settings and production methods. Derryl Rees accepts no responsibility for items printed from artwork where the Client has approved the relevant proof or supplied final artwork for production.
Print production may be subcontracted. Colour, finish and material appearance can vary between print runs, reprints, spot-colour and CMYK processes, lithographic and digital printing, and different stocks or substrates. Derryl Rees is not liable for reasonable production variations outside its control.
The Client must inspect printed work promptly on receipt and notify Derryl Rees in writing of any alleged defect within three working days. In the absence of such notice, the work will be treated as accepted, subject to any rights that cannot lawfully be excluded.
Unless expressly agreed otherwise, the following provisions apply whenever Derryl Rees undertakes website design, implementation, hosting, maintenance, technical support or website management services.
By engaging Derryl Rees, the Client confirms that it has authority to enter into the agreement and will provide the text, images, information, approvals and instructions reasonably required to complete the work. The Client agrees to review work, provide feedback and approve stages within a reasonable timeframe.
Derryl Rees will perform the agreed services with reasonable care and skill and will use reasonable endeavours to meet agreed deadlines. Derryl Rees is not responsible for delays caused by late materials, approvals, instructions or third-party services.
Derryl Rees will develop the visual design, layout and agreed functionality of the website based on the Client's brief, supplied materials, agreed objectives and Derryl Rees's professional judgement.
Unless otherwise stated in the quotation, the design fee includes up to the number of revision stages specified in the quotation. Repeated changes, changes in direction or requirements beyond the agreed scope may result in additional charges. Where the scope changes substantially, Derryl Rees may suspend the project, invoice for work completed and provide a revised quotation for further work.
Following approval of the final design, Derryl Rees will implement the website and make it live in accordance with the agreed hosting arrangement and schedule. Unless otherwise agreed, the date the website goes live will mark completion of the original website build project.
Further amendments, additions, maintenance or technical work after launch will be carried out under any support or maintenance arrangement in place, or otherwise charged at the prevailing hourly rate or an agreed fixed fee.
Derryl Rees may provide website hosting through shared hosting infrastructure, managed servers or other suitable hosting environments. Reasonable efforts will be made to maintain reliable performance and availability, but no hosting service can guarantee uninterrupted availability or 100% uptime.
Scheduled maintenance, emergency security work, infrastructure faults, network failures and other technical issues may result in temporary downtime or reduced performance. Derryl Rees will use reasonable endeavours to minimise disruption but does not guarantee a specific response or resolution time unless this has been expressly agreed as part of a separate service-level agreement.
Where the Client elects to use a third-party hosting provider, Derryl Rees cannot warrant that provider's performance, uptime, security, backups or support response. The hosting environment must meet the technical requirements notified by Derryl Rees and Derryl Rees must be given such access as is reasonably required to configure, maintain or support the website.
Where Derryl Rees provides hosting, no Client or third party will be given FTP, SFTP, SSH, database, hosting control panel, server-level or other infrastructure access. This restriction is necessary to protect the security, stability and integrity of the Client's website and the wider hosting environment.
If the Client requires unrestricted infrastructure access, Derryl Rees may provide a quotation for an alternative hosting arrangement or assist with transfer to a suitable third-party provider.
Where Derryl Rees manages domain registration or hosting renewals, renewal costs may be paid in advance by Derryl Rees and recharged to the Client together with any applicable administration fee. Domain names registered on behalf of the Client will belong to the Client once all associated charges have been paid in full.
At least one month's written notice should be provided where the Client wishes not to renew hosting or domain-management services. No refund is due for unused portions of a paid registration or hosting period unless otherwise agreed. Transfer charges and reasonable administration fees may apply to domain or hosting transfers.
Derryl Rees regards websites as requiring ongoing maintenance, software updates, security monitoring, backups and content management. Where Derryl Rees hosts a website, the Client must maintain at least the minimum technical support package specified by Derryl Rees.
Technical support may include:
Content updates are carried out by Derryl Rees on the Client's instruction. The Client will not be provided with login access to the website content management system (CMS) or any other website administration interface for the purpose of editing or managing website content.
Where content-update time is included within a Managed Service package, eligible changes will be deducted from the Client's monthly allowance. Where content-update time is not included, work will be charged at the prevailing hourly rate or an agreed fixed fee.
Where Derryl Rees provides hosting, Technical Support, a Managed Service or ongoing website management, the website is supplied and maintained as a managed service. The Client acknowledges that responsibility for the security, integrity, compatibility and technical operation of the website rests with Derryl Rees for as long as those services remain in place.
Accordingly, the Client and any third party acting on the Client's behalf will not be provided with login access to the website CMS, extensions, themes, user-management functions, databases, hosting control panels, FTP/SFTP, SSH or other administrative or technical systems.
The Client must not attempt to obtain, create, share or facilitate unauthorised access to those systems. No third party may install, modify or remove software, plugins, themes, code, integrations or other website components without the prior written agreement of Derryl Rees.
Where the Client appoints an SEO, marketing, advertising, IT or other third-party provider, Derryl Rees will reasonably cooperate by implementing agreed website changes, supplying appropriate information or carrying out technically suitable requests. Such cooperation does not include providing CMS or server access. Work requested by third parties remains subject to the Client's authority, the technical suitability of the request and applicable charges.
Derryl Rees will test websites in current versions of major supported browsers and on a reasonable range of contemporary devices. Unless specifically agreed, Derryl Rees does not undertake to support obsolete browsers, operating systems, devices or software versions. Additional testing or compatibility work outside the normal supported range may be chargeable.
Unless specifically included in the quotation, Derryl Rees is not responsible for writing final website copy. The Client must supply suitable final text in the requested format. Where Derryl Rees is asked to create, edit, rewrite or input substantial content outside the original scope, additional charges may apply.
Where photographs or other imagery are required, the Client is responsible for supplying suitable material of adequate quality and resolution unless image sourcing, photography or illustration is included in the quotation. Stock imagery, photography and other third-party assets may incur additional costs.
Derryl Rees may decline to use imagery considered unlawful, inappropriate, offensive, misleading or likely to infringe third-party rights.
Search engine rankings depend on many factors outside the control of Derryl Rees. Unless specifically included in the agreed scope, ongoing SEO, link building, content marketing, paid advertising and broader search-engine marketing services are not included.
Derryl Rees may implement reasonable on-page and technical best practices as part of website development, but no guarantee is made regarding rankings, search-engine positions, traffic levels, enquiries, sales or other commercial outcomes.
All website content changes, additions and amendments will be implemented by Derryl Rees on the Client's instruction. Requests should be supplied in writing and in a sufficiently clear and complete form to allow the work to be undertaken efficiently.
Unless otherwise included in a support package, content updates are chargeable at the prevailing hourly rate or an agreed fixed fee. Derryl Rees may request clarification or revised source material where instructions are incomplete, ambiguous or technically unsuitable.
The Client remains responsible for the accuracy, legality and approval of all content supplied for publication, even where Derryl Rees formats, inputs or otherwise prepares it for use on the website.
Where the Client purchases Standard Technical Support or Standard Technical Maintenance, the service may include:
Unless expressly included, Standard Technical Support does not include content updates, copywriting, new functionality, redesign work or other development. Such work will be charged separately.
Where the Client purchases a Managed Service comprising Technical Support plus content-update time, the package may include:
Unless otherwise agreed, requests for content and website changes must be submitted in writing. Managed Service time is subject to the allowance, measurement units, cut-off dates and fair-usage provisions stated in the applicable quotation, service schedule or current support terms.
Managed Service does not normally include:
Support packages containing inclusive time are subject to fair usage so that they can be provided on a commercially viable basis. Work must remain within the reasonable scope of the original website and support package.
Substantial expansion, redevelopment or functionality outside that scope will be quoted separately. Unused inclusive time does not carry forward unless expressly agreed. Where a request is inaccurate, incomplete or subsequently changed and this causes rework, the additional time may be charged separately.
Derryl Rees may suspend or terminate support where fair-usage requirements are repeatedly not met or where support payments fall into arrears.
Where Derryl Rees provides Technical Support, a Managed Service, hosting or ongoing website management, administrative and editorial access to the website and its underlying systems is reserved to Derryl Rees.
No CMS or website administration login access will be supplied to the Client or to any third party for content editing, administration, extension or theme management, user management or other website-management purposes.
This restriction also applies to server, database, hosting control-panel, FTP, SFTP and SSH access. The restriction is a condition of Derryl Rees accepting responsibility for the ongoing operation, security, maintenance and integrity of the website and hosting environment.
Where a Client requires direct CMS or administrative access, the Client may request termination of the relevant managed services and transfer of the website to a hosting and management arrangement under the Client's or another provider's control, subject to the transfer provisions below.
The access restrictions above apply only while Derryl Rees provides the relevant hosting, Technical Support, Managed Service or website-management services.
If the Client elects to transfer the website to another provider or terminate the relevant services, Derryl Rees will, subject to payment of all outstanding sums and any applicable transfer or administration charges, provide the website files and database reasonably required to facilitate the transfer to the Client or its nominated provider.
Derryl Rees is not required to provide access to its own hosting infrastructure, server accounts, proprietary deployment systems, internal tools, licence accounts or systems used to manage multiple clients. Where third-party software, plugins, themes or services are licensed to Derryl Rees rather than to the Client, the Client may need to obtain replacement licences following transfer.
Once the website has been transferred or access has been handed to another provider, Derryl Rees will have no responsibility for the website's operation, security, compatibility, backups, maintenance, performance or any subsequent changes unless a new written agreement is entered into.
No website, software platform or hosting environment can be guaranteed to be free from errors, vulnerabilities or interruptions at all times. To the fullest extent permitted by law, Derryl Rees shall not be liable for indirect, consequential or special losses arising from the operation or inability to operate a website, hosting service, plugin, third-party integration or related service.
If any provision of these Terms is found to be unlawful, void or unenforceable, that provision shall be treated as severable and the remaining provisions shall continue in force.
The Client warrants that text, graphics, photographs, trademarks, designs and other material supplied for inclusion in the website either belong to the Client or are used with the appropriate permission. The Client shall indemnify Derryl Rees against third-party claims arising from material supplied by the Client.
Subject to full payment, the Client retains ownership of its own text, photographs, data and other materials and may use final visual assets specifically created and supplied for the project in accordance with the agreed scope.
Unless otherwise agreed in writing, Derryl Rees retains ownership of underlying code, development methods, reusable components, frameworks, templates, libraries and know-how, while granting the Client a licence to use the completed website for its intended purpose.
Derryl Rees may display and link to completed work as part of its portfolio and may include a small, unobtrusive design/development credit unless otherwise agreed.
Unless otherwise agreed, website project invoices are payable within the period stated on the invoice. Deposits are non-refundable once work has commenced. Ongoing support, hosting and maintenance charges are payable in advance where specified.
If the Client terminates a project before completion, fails to provide necessary feedback or approvals, or otherwise prevents completion, Derryl Rees may invoice for work completed and commitments made up to the date of termination. Where appropriate, this may amount to the full agreed project fee depending on the proportion of work completed and costs incurred.
Derryl Rees may suspend website, hosting or support services while invoices remain unpaid and may take reasonable steps to recover outstanding sums.
The Client may not assign or transfer the agreement to another party without the prior written consent of Derryl Rees. These Terms, together with any accepted quotation, proposal or service schedule, form the agreement between the parties in relation to the relevant services.
Important: These Terms and Conditions are intended as commercial wording for Derryl Rees's services. They should be reviewed by a suitably qualified solicitor before being relied upon as legal advice or before replacing existing contractual terms.
Revised version: 19 August 2026