Updated: 25 May 2026

Terms and conditions

Introduction

These Terms & Conditions (“Agreement”) govern the relationship between Darren Sims, operating as a freelance Webflow developer (“Developer”), and any client (“Client”) who engages the Developer for web‑design, development, or related services (“Services”). By commissioning the Developer, the Client accepts all provisions herein.

Scope of Services

Project Work

‍A defined deliverable (e.g., a complete website, redesign, migration) with a fixed scope, timetable and price agreed in a written proposal or Statement of Work (“SOW”).

Retainer Work

‍Ongoing, as‑needed support (e.g., updates, bug fixes, optimisations or new content) billed on a recurring basis (weekly, monthly or quarterly) as set out in a Retainer Agreement.

The SOW or Retainer Agreement forms part of this Agreement once signed by both parties.

Project Terms

  1. Deliverables & Milestones – The SOW will list each milestone, associated deliverable and the payment trigger. The Developer will notify the Client on completion of each milestone.
  2. Revisions – The SOW specifies the number of revision rounds included. Additional revisions are chargeable at the rate stated in the SOW.
  3. Client Responsibilities – The Client must supply all content, branding assets, access credentials and approvals promptly. Delays caused by the Client may extend delivery dates without penalty to the Developer.
  4. Change Orders – Any alteration to the original scope must be recorded in writing. The Developer will provide a revised estimate; work proceeds only after the Client’s written acceptance.
  5. Project Restart Fee – If a project is paused for more than 30 consecutive days due to the Client’s failure to provide necessary content, assets, approvals, or payments, a Project Restart Fee of £500 will apply upon resumption of work. This fee covers the administrative costs of reactivating the project, re-evaluating the timeline, and reallocating resources. The 30-day period commences from the date of the last substantive action or communication regarding the project.

Retainer Terms

  1. Retainer Period — Defined in the Retainer Agreement (e.g., "30-day rolling", "month‑to‑month" or a fixed term). Either party may terminate with 30 days' written notice, subject to any minimum term provisions below.
  2. Scope of Retainer — The Agreement outlines the maximum hours or types of tasks covered per billing cycle. Hours exceeding the retainer limit are billed at the standard hourly rate.
  3. Response Times — The Developer commits to acknowledging retainer tickets within X business days (as specified). Critical issues may be escalated according to the priority matrix in the Retainer Agreement.

Local Presence Retainer

The Local Presence Retainer is a specific retainer product offered at £375 per month, which includes website build, hosting, technical SEO, content creation, LinkedIn management, and Google Business profile monitoring, as detailed in the accompanying service description.

  1. Minimum Term — The Local Presence Retainer has a minimum commitment of three (3) months from the date of the first payment. Termination requests made before the end of this period will not be accepted.
  2. Rolling Term — After the minimum term, the retainer continues on a 30-day rolling basis. Either party may terminate by providing 30 days' written notice.
  3. Website Build — The Webflow website included in the retainer remains the property of Darren Sims until the Client has completed a minimum of three months' payments. Upon completion of the minimum term, full ownership transfers to the Client in accordance with the Intellectual Property clause above.
  4. Included Services — The monthly fee covers the services listed in the current service description at the time of sign-up. Darren Sims reserves the right to adjust the composition of included services with 30 days' written notice.
  5. Price Changes — The monthly fee may be revised with 30 days' written notice. Continued payment after notice constitutes acceptance of the revised fee.

Payment

  • Invoices – Issued according to the schedule in the SOW or Retainer Agreement. Payments are due within 14 days of the invoice date unless otherwise agreed.
  • Late Payment Interest – Unpaid amounts accrue interest at the statutory rate (currently 8 % per annum) from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
  • Method – Payments accepted via bank transfer, Stripe or any other mutually agreed method. All transaction fees are the Client’s responsibility unless otherwise noted.

Intellectual Property

  1. Pre‑Existing Materials – Each party retains ownership of its pre‑existing IP.
  2. Work‑Made‑For‑Hire – Upon full payment, the Developer assigns all rights, title and interest in the final deliverables to the Client, except for third‑party libraries or assets subject to separate licences, unless otherwise stated.
  3. Portfolio Use – The Developer may showcase the completed work (or excerpts) in portfolios, marketing material and case studies, unless the Client provides a written objection.

Confidentiality

Both parties shall keep confidential any non‑public information disclosed during the engagement (“Confidential Information”). This duty survives termination for two (2) years. Confidential Information does not include information that is (a) publicly known, (b) independently developed, or (c) received from a third party without breach of any confidentiality obligation.

Limitation of Liability

  • The Developer’s total liability for any claim arising out of this Agreement shall not exceed the total fees paid by the Client for the specific project or retainer period concerned.
  • Neither party shall be liable for indirect, consequential or punitive losses, even if such loss was foreseeable.

Termination

  1. For Cause – Either party may terminate immediately if the other materially breaches the Agreement and fails to remedy the breach within 10 business days after receiving written notice.
  2. Effect of Termination – On termination, the Client shall pay for all work performed up to the termination date, including any approved change orders. The Developer shall deliver all completed deliverables and return any Client‑provided materials.

Governing Law & Dispute Resolution

  • This Agreement is governed by the laws of England and Wales.
  • Any dispute shall first be addressed through good‑faith negotiation. If unresolved, the dispute will be referred to binding arbitration under the rules of the London Court of International Arbitration (LCIA), with the seat of arbitration in London, England.

Miscellaneous

  • Entire Agreement – These terms together with any attached SOW or Retainer Agreement constitute the entire agreement between the parties.
  • Amendments – Any amendment must be in writing and signed by both parties.
  • Severability – If any provision is held to be unenforceable, the remaining provisions shall continue in full force and effect.