Statamic Build Terms and Conditions

Version: 2.0

Last updated: 2026-05-12

Applies to: project-based work (web design, web development and consultancy).

If you do not agree to these terms, please do not accept the proposal.

Definitions
Acceptance and order of precedence
Fees, payment, currency and VAT
Confirmation fee
Scope, scope changes, disbursements and expenses
Point of contact, communication and project delays
Content, graphics and third-party material
Development workflow and rights of access
Accessibility
Approval to go live and post-launch support
Training
Browser and device testing
Search engines
Intellectual property
Confidentiality
Data protection
Subcontracting
Limitation of liability
Force majeure
Termination
Effect of termination
Anti-bribery, sanctions and modern slavery
Notices
General provisions
Governing law and dispute resolution
Schedule pointer, maintenance and support

1.
Definitions
1. 1.1.
  "D3 Creative", "We", "Us" and "Our" mean D3 Network Ltd, trading as D3 Creative, a company registered in England and Wales (company number 07662407, registered office Broadstone Mill, Broadstone Road, Stockport, SK5 7DL), together with its employees, agents and subcontractors.
2. 1.2.
  "Client", "You" and "Your" mean the business, organisation or authorised representative engaging D3 Creative.
3. 1.3.
  "Project" means the work described in the estimate, proposal or quote We issue to You by email, however titled.
4. 1.4.
  "Proposal" means the estimate, proposal or quote issued by Us setting out the Project scope, fees and delivery indications.
5. 1.5.
  "Business Day" means any day Monday to Friday, excluding UK public holidays.
6. 1.6.
  "Business Hours" means 9:00am to 5:00pm UK local time on Business Days.
7. 1.7.
  "Deliverables" means the bespoke designs, code, documents and other materials produced by D3 Creative specifically for the Client under the Project.
8. 1.8.
  "Reusable Materials" means tools, methodologies, code libraries, components, frameworks and pre-existing intellectual property owned or licensed by D3 Creative that are used or incorporated in the Deliverables.
9. 1.9.
  "Personal Data" has the meaning given to it under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (and, where applicable, EU GDPR).
10. 1.10.
  The Client confirms that it is entering into this agreement in the course of business. The Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply.
2.
Acceptance and order of precedence
1. 2.1.
  Acceptance of the Proposal, whether by signature, email confirmation, or payment of the Confirmation Fee, constitutes acceptance of these Terms & Conditions.
2. 2.2.
  Fixed-price components of the Proposal are firm for 30 days from the date of issue. Proposals not accepted within that period may be subject to adjustment.
3. 2.3.
  If there is any conflict between the Proposal and these Terms & Conditions:
  1. 2.3.1.
    the Proposal prevails on matters of scope, deliverables, fees and timing;
  2. 2.3.2.
    these Terms & Conditions prevail on all other matters.
3.
Fees, payment, currency and VAT
1. 3.1.
  Default payment terms. Unless otherwise agreed in writing:
  1. 3.1.1.
    where the Project fee is £5,000 or less, the full fee is payable in advance as the Confirmation Fee (see clause 4);
  2. 3.1.2.
    where the Project fee is over £5,000, 50% is payable in advance as the Confirmation Fee (see clause 4), and the remaining 50% is invoiced four weeks after work on the Project begins. Work stops at that point and continues once the second payment has been received and cleared. The second payment is due regardless of the state of the Project, and does not depend on completion, go-live or any specific milestone.
2. 3.2.
  Currency. All fees are stated and payable in GBP unless expressly agreed otherwise in the Proposal.
3. 3.3.
  VAT. D3 Network Ltd is not currently VAT-registered. All prices are stated as the total amount payable, with no VAT added.
4. 3.4.
  Invoicing. Invoices are issued electronically. Payment is by direct bank transfer (BACS) to the account stated on the invoice. Payment is due within 30 days of the invoice date unless the invoice specifies a different period.
5. 3.5.
  Late payment. Without prejudice to any other remedy:
  1. 3.5.1.
    for UK clients, late payment interest accrues under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate;
  2. 3.5.2.
    for non-UK clients, late payment interest accrues at the rate of 8% per annum or the maximum rate permitted by applicable law, whichever is lower;
  3. 3.5.3.
    the Client shall reimburse all reasonable costs of recovery, including legal and collection fees.
6. 3.6.
  Suspension for non-payment. We are under no obligation to continue work on the Project, or to take the Deliverables live, until any outstanding invoices have been paid in full and cleared. Any agreed delivery date moves back by the time work is paused for this reason.
4.
Confirmation fee
1. 4.1.
  Unless otherwise agreed, the Confirmation Fee is payable in advance and Work will not commence until it has been received and cleared.
2. 4.2.
  The Confirmation Fee is paid in consideration of Us committing time, resources and capacity to the Project, and is non-refundable.
5.
Scope, scope changes, disbursements and expenses
1. 5.1.
  Scope. The Project scope is as described in the Proposal. Anything not expressly included in the Proposal is out of scope.
2. 5.2.
  Scope changes. Major changes or additional requests will affect the timeline and the fee. Where a change request is likely to take significant time to implement, We will provide a separate written estimate for that work. No scope change is binding until confirmed in writing by both parties.
3. 5.3.
  Disbursements. Project fees do not include third-party purchases such as web hosting, domain services, stock imagery, fonts, SSL certificates, software licences or specialist services. Where any such service is required, We will provide a separate estimate before it is incurred. Disbursements over £100 will not be incurred without prior written approval.
4. 5.4.
  Out-of-pocket expenses for off-site work. Where consultancy, training or supervisory services are required away from Our usual place of work:
  1. 5.4.1.
    reasonable travel, accommodation and meals will be invoiced at cost;
  2. 5.4.2.
    mileage is reimbursable at the HMRC AMAP rate (currently 45p per mile);
  3. 5.4.3.
    anticipated expenses will be itemised in the Proposal where known; unanticipated expenses will not be incurred without prior written approval.
6.
Point of contact, communication and project delays
1. 6.1.
  Single point of contact. The Client must nominate one individual with authority to make design, content and approval decisions, and who is available to respond to questions arising from the Project within one Business Day (subject to reasonable exceptions).
2. 6.2.
  Client responsibilities for content and information. The Client must supply all content, information, access credentials and decisions required to complete the Project in a timely manner. Where there is delay in supplying these and it affects the Project timeline, We have the right to extend any agreed delivery date by a reasonable period.
3. 6.3.
  No liability for delay caused by the Client. We are not liable for any loss or damage resulting from a delivery date not being met where the delay is caused, in whole or in part, by the Client.
4. 6.4.
  Communication. The Client must be reachable, or have a representative with decision-making authority reachable, within two Business Days of being contacted on matters requiring action or approval.
7.
Content, graphics and third-party material
1. 7.1.
  Client-supplied materials. The Client should supply:
  1. 7.1.1.
    logo and icon files in editable vector digital format;
  2. 7.1.2.
    photographs in high-resolution digital format;
  3. 7.1.3.
    copy and text in Google Docs;
  4. 7.1.4.
    existing brand guidelines covering typography, colour palette and visual style.
2. 7.2.
  Stock and third-party material. If the Client wishes to use stock photography or other licensed material, We can recommend libraries or, on a separate estimate, source it on the Client's behalf.
3. 7.3.
  Client warranties on content. The Client warrants that all content, brands, marks and other material it supplies:
  1. 7.3.1.
    is owned by the Client or properly licensed for the intended use;
  2. 7.3.2.
    does not infringe any third-party intellectual property, privacy, data protection or other rights;
  3. 7.3.3.
    is not unlawful, defamatory, misleading or otherwise actionable.
4. 7.4.
  Client indemnity for supplied content. The Client indemnifies Us against all third-party claims, losses, damages and reasonable legal costs arising out of the inclusion in the Project of material the Client supplied or directed Us to include.
5. 7.5.
  Content entry. Unless agreed separately, We are not responsible for inputting all text and images into the content management system or for creating every page of the Deliverables.
8.
Development workflow and rights of access
1. 8.1.
  Access. The Client agrees to provide all access required to complete the Project, including server credentials, content management system access, third-party service access, and any read/write permissions required.
2. 8.2.
  Iterative development. The Deliverables are developed iteratively in the browser, rather than as a separate design phase followed by a development phase. Adjustments and refinements within the agreed Project scope are part of this process and are not treated as scope changes. Material additions to scope, or changes that materially alter agreed deliverables, are handled under clause 5.2.
3. 8.3.
  Staging environment. During development, a working copy of the Deliverables will be hosted on a staging environment, accessible via a private URL for review.
4. 8.4.
  Third-party services. We may use third-party services and open-source technology in delivering the Project. Whilst We make reasonable efforts to ensure delivered work is free of errors at the time of delivery, We are not responsible for losses caused by changes, updates, bugs or behaviour in third-party software outside Our control.
5. 8.5.
  Backups. The Client is responsible for maintaining backups of its website and data. We accept no liability for data loss where the Client has failed to maintain independent backups.
9.
Accessibility
1. 9.1.
  During development, We conduct accessibility testing intended to support compliance with the European Accessibility Act (EAA) at the point of go-live.
2. 9.2.
  The Client acknowledges that ongoing accessibility compliance is affected by content the Client subsequently adds, edits or removes, and that responsibility for maintaining compliance after go-live rests with the Client.
3. 9.3.
  We make no guarantee of conformance to any specific accessibility standard or audit certification unless this is expressly scoped and agreed in writing.
10.
Approval to go live and post-launch support
1. 10.1.
  Approval to go live. The Client is responsible for reviewing the Deliverables on the staging environment and confirming approval before go-live. We are not liable for errors or omissions in content approved by the Client prior to go-live.
2. 10.2.
  Post-launch support window. The Client receives email support and minor adjustments for 30 days following go-live. The Client is encouraged to use this period to familiarise itself with the content management system and to load and test content.
3. 10.3.
  After the support window. After the 30-day window, support is chargeable. The scope of the support window is limited to troubleshooting and fixing items, content and functionality specified in the Proposal. Feature requests, additional training and new work fall outside this window and will be scoped and invoiced separately.
4. 10.4.
  Ongoing maintenance. Ongoing maintenance, updates and support beyond the 30-day window are covered by a separate Maintenance & Support agreement (see clause 26).
11.
Training
1. 11.1.
  The Client will receive training videos covering the key features of the content management system.
2. 11.2.
  Bespoke or extended training is available on a separate estimate.
12.
Browser and device testing
1. 12.1.
  Compatibility goal. Compatibility means that all critical elements of each page are usable. It does not mean visual parity across browsers or devices of differing capabilities.
2. 12.2.
  Desktop browsers. We test in current versions of major desktop browsers including Safari (Apple), Chrome (Google), Edge (Microsoft) and Firefox (Mozilla). Testing in older browsers (for example Internet Explorer 11) is available on a separate estimate.
3. 12.3.
  Mobile browsers. We test in current and previous major versions of Safari (iOS) and Chrome (Android). Testing in other mobile browsers (for example Opera Mini, Windows Mobile) is available on a separate estimate.
4. 12.4.
  Compatibility errors after go-live. Browser auto-updates and operating system changes are outside Our control. We are not responsible for compatibility errors that arise more than 30 days after go-live.
13.
Search engines
1. 13.1.
  We build Deliverables in a way that is accessible to search engines, but We cannot guarantee any specific ranking, position or improvement in search results.
14.
Intellectual property
1. 14.1.
  Existing IP. Pre-existing intellectual property owned by either party remains the property of that party. The Client's content, data and branding remain the Client's property.
2. 14.2.
  Code ownership. We own the copyright in the Deliverables, including all code We write for the Client, unless agreed otherwise in writing. Reusable Materials also remain Our property.
3. 14.3.
  Licence. Once the Project fee has been paid in full, the Client has a perpetual, irrevocable, non-exclusive, royalty-free licence to use, copy and modify the Deliverables, and any Reusable Materials We have incorporated into them, for its own websites and business, and to have another developer do so on its behalf. The licence continues after this agreement ends and passes to any new owner of the website. Where the Client is an agency, the licence extends to the customer on whose behalf it commissioned the Project. The Client may not sell or license the code to others as a product.
4. 14.4.
  Third-party software. Third-party software, plugins and services used in the Deliverables are subject to their own licence terms. We will, on request, provide the Client with reasonable information about the applicable licences.
5. 14.5.
  Effect of non-payment. Until full payment is received, the licence under clause 14.3 does not take effect, and the Client has only a limited revocable licence to use the Deliverables for evaluation purposes.
6. 14.6.
  Reuse. We may reuse the code in other projects. This never includes the Client's content, data, branding or confidential information (clause 15).
7. 14.7.
  Portfolio use. We may include the Deliverables in Our portfolio and on Our website unless the Client notifies Us in writing before go-live that it does not wish to be featured. Where the Client is an agency, We will only feature the Deliverables with the Client's written consent.
15.
Confidentiality
1. 15.1.
  Each party undertakes to keep confidential all information disclosed by the other party that is marked as confidential or that ought reasonably to be treated as confidential.
2. 15.2.
  The obligation in clause 15.1 does not apply to information that:
  1. 15.2.1.
    is or becomes publicly available other than through breach of this agreement;
  2. 15.2.2.
    was lawfully known to the receiving party before disclosure;
  3. 15.2.3.
    is independently developed by the receiving party without reference to the disclosing party's confidential information;
  4. 15.2.4.
    is required to be disclosed by law, regulation or a court of competent jurisdiction.
3. 15.3.
  The Client agrees not to disclose the fees charged by D3 Creative.
4. 15.4.
  The Client is responsible for keeping confidential any passwords or credentials issued to it.
5. 15.5.
  Confidentiality obligations under this clause survive termination of this agreement for a period of three years.
6. 15.6.
  On termination, each party shall, on the other party's written request, return or destroy confidential information in its possession, save for one archival copy retained for legal or compliance purposes.
7. 15.7.
  Where the Client is an agency commissioning the Project on behalf of its own customer, We will not approach that customer to offer Our services, directly or indirectly, during the Project and for 12 months after it ends. This does not apply where the customer approaches Us first, or where the Client agrees in writing.
16.
Data protection
1. 16.1.
  Compliance. Each party shall comply with applicable data protection legislation, including (where applicable) the UK GDPR, the EU GDPR and the Data Protection Act 2018.
2. 16.2.
  Roles. Where We process Personal Data on behalf of the Client in the course of delivering the Project, the Client is the controller and We are the processor. The subject matter, duration, nature, purpose, types of Personal Data and categories of data subjects are described in the Proposal or, where not described, are as reasonably necessary for the delivery of the Project.
3. 16.3.
  Processor obligations. When acting as a processor, We shall:
  1. 16.3.1.
    process Personal Data only on documented instructions from the Client;
  2. 16.3.2.
    ensure that persons authorised to process Personal Data are under appropriate confidentiality obligations;
  3. 16.3.3.
    implement appropriate technical and organisational measures to protect Personal Data;
  4. 16.3.4.
    assist the Client, taking into account the nature of the processing, in responding to data subject requests and in meeting the Client's obligations under data protection legislation;
  5. 16.3.5.
    notify the Client without undue delay, and in any event within 48 hours, on becoming aware of any Personal Data breach affecting Personal Data processed under the Project;
  6. 16.3.6.
    on termination or on the Client's written request, delete or return Personal Data processed on the Client's behalf, save for copies required to be retained by law.
4. 16.4.
  Sub-processors. The Client provides general written authorisation for Us to engage sub-processors (including hosting providers, monitoring tools and infrastructure providers). We will inform the Client of intended changes to sub-processors and give the Client a reasonable opportunity to object. We remain responsible for the acts and omissions of Our sub-processors as if they were Our own.
5. 16.5.
  International transfers. Where Personal Data is transferred outside the UK or EEA, an appropriate transfer mechanism (such as the UK International Data Transfer Agreement or EU Standard Contractual Clauses) will be put in place.
6. 16.6.
  Client-supplied legal copy. The Client is responsible for providing legal copy for its privacy policy, cookie policy and terms and conditions pages, and for ensuring its website complies with applicable cookie, tracking and privacy legislation (including PECR, UK GDPR and, where applicable, CCPA).
7. 16.7.
  Cookie consent. Where required, a third-party cookie consent solution can be implemented. The cost of any such solution is not included in the Proposal unless expressly stated.
17.
Subcontracting
1. 17.1.
  We retain the right to subcontract any part of the Project.
2. 17.2.
  We remain responsible for the acts and omissions of Our subcontractors as if they were Our own.
3. 17.3.
  We shall ensure that subcontractors are bound by obligations of confidentiality and data protection no less onerous than those contained in this agreement.
18.
Limitation of liability
1. 18.1.
  Standard of care. We will perform Our obligations under this agreement with reasonable skill and care expected of a professional web design and development agency.
2. 18.2.
  Items not excluded. Nothing in this agreement limits or excludes liability for:
  1. 18.2.1.
    death or personal injury caused by negligence;
  2. 18.2.2.
    fraud or fraudulent misrepresentation;
  3. 18.2.3.
    any other liability that cannot be limited or excluded by applicable law.
3. 18.3.
  Overall cap. Subject to clause 18.2, Our total aggregate liability arising out of or in connection with this agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees actually paid by the Client to Us under the Project.
4. 18.4.
  Excluded losses. Subject to clause 18.2, We shall not be liable for:
  1. 18.4.1.
    loss of profit, revenue, business opportunity or goodwill;
  2. 18.4.2.
    loss of data, where the Client has failed to maintain independent backups;
  3. 18.4.3.
    indirect or consequential losses;
  4. 18.4.4.
    losses arising from third-party services or hosting providers outside Our control;
  5. 18.4.5.
    downtime caused by hosting providers;
  6. 18.4.6.
    issues caused by the Client or by third parties acting at the Client's direction;
  7. 18.4.7.
    Force Majeure events (clause 19);
  8. 18.4.8.
    the cost of third-party services (hosting, CDN, APIs, licences);
  9. 18.4.9.
    security breaches, hacking attacks, zero-day exploits or supply chain attacks outside the scope of agreed Services;
  10. 18.4.10.
    performance issues caused by Client content, traffic spikes or hosting limitations.
5. 18.5.
  IP indemnity by D3 Creative. Subject to the cap in clause 18.3, We will defend or settle, and indemnify the Client against, any third-party claim that the bespoke Deliverables (excluding Client-supplied materials, third-party software and Reusable Materials) infringe any third-party intellectual property right, provided the Client (i) notifies Us promptly, (ii) gives Us sole control of the defence, and (iii) cooperates reasonably.
19.
Force majeure
1. 19.1.
  Neither party is liable for failure to perform its obligations to the extent such failure is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics or epidemics, war, terrorism, civil unrest, strikes, internet routing or infrastructure failure, cyber-incidents not caused by the party's negligence, or failure of third-party infrastructure.
2. 19.2.
  The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effect of the event.
20.
Termination
1. 20.1.
  Termination by the Client.
  1. 20.1.1.
    The Client may terminate the Project at any time on written notice.
  2. 20.1.2.
    Payments already made are not refunded, whenever the Project is cancelled.
  3. 20.1.3.
    The Client remains liable for approved disbursements and expenses incurred up to the date of notice, and for any payment that has fallen due by then, including the second payment under clause 3.1.2 once it has been invoiced.
  4. 20.1.4.
    Where the Project is cancelled before the full Project fee has been paid, no rights in the Deliverables pass to the Client, and the evaluation licence in clause 14.5 ends on the date of notice.
2. 20.2.
  Termination by Us. We may terminate the Project:
  1. 20.2.1.
    immediately if the Client engages in abusive or threatening behaviour towards Our staff;
  2. 20.2.2.
    immediately if the Client uses the Deliverables for unlawful purposes;
  3. 20.2.3.
    immediately if the Client becomes insolvent, enters administration, has a winding-up petition presented against it, or any analogous event in any jurisdiction;
  4. 20.2.4.
    on 14 days' written notice if the Client commits a material breach (including non-payment of any undisputed invoice more than 30 days overdue) which has not been remedied within that notice period.
21.
Effect of termination
1. 21.1.
  On termination of the Project for any reason:
  1. 21.1.1.
    accrued rights and remedies of either party are unaffected;
  2. 21.1.2.
    the Client shall pay all fees and approved expenses incurred up to the date of termination;
  3. 21.1.3.
    clauses 14 (Intellectual Property), 15 (Confidentiality), 16 (Data Protection), 18 (Limitation of Liability), 21 (Effect of Termination), 24 (General Provisions), 25 (Governing Law) and any other clause which by its nature is intended to survive, shall survive.
22.
Anti-bribery, sanctions and modern slavery
1. 22.1.
  Each party shall comply with all applicable anti-bribery, anti-corruption, sanctions and modern slavery legislation, including (where applicable) the Bribery Act 2010, the Modern Slavery Act 2015 and applicable UK and international sanctions regimes.
23.
Notices
1. 23.1.
  Notices under this agreement must be in writing and may be given by email to the address most recently used by the parties for Project correspondence.
2. 23.2.
  Notices are deemed received on the next Business Day after sending, provided no delivery failure notification is received.
24.
General provisions
1. 24.1.
  Entire agreement. This agreement, together with the accepted Proposal, constitutes the entire agreement between the parties and supersedes any prior agreement, understanding or representation.
2. 24.2.
  Variation. No variation to this agreement is effective unless agreed in writing by both parties.
3. 24.3.
  Severance. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
4. 24.4.
  Waiver. Failure or delay in enforcing any provision does not constitute a waiver of that provision.
5. 24.5.
  Assignment. The Client may not assign or transfer this agreement, in whole or in part, without Our prior written consent. We may assign or transfer this agreement to a successor entity on written notice to the Client.
6. 24.6.
  Third-party rights. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of it.
7. 24.7.
  No partnership. Nothing in this agreement creates a partnership, joint venture or employment relationship between the parties.
25.
Governing law and dispute resolution
1. 25.1.
  Governing law. This agreement is governed by and construed in accordance with the laws of England and Wales.
2. 25.2.
  Jurisdiction. Subject to clause 25.3, the parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with this agreement.
3. 25.3.
  Dispute resolution.
  1. 25.3.1.
    In the event of a dispute, the parties shall first attempt to resolve the matter informally by written (email) notice to the other party.
  2. 25.3.2.
    If the dispute is not resolved informally within 14 days, the parties shall attempt resolution through mediation before commencing legal proceedings.
  3. 25.3.3.
    Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from the courts where necessary.
26.
Schedule pointer, maintenance and support
1. 26.1.
  Ongoing maintenance, updates, monitoring and support after the 30-day post-launch window are governed by a separate Maintenance & Support agreement, available at https://d3creative.uk/services/statamic-maintenance and on request.
2. 26.2.
  The Maintenance & Support agreement supersedes any maintenance, support or update provisions in this document.

Contact

If you have any questions about these Terms & Conditions, please contact Stephen Meehan at s.meehan@d3creative.uk. Learn more about D3 Creative at https://d3creative.uk/about.

D3 Network Ltd, trading as D3 Creative. Registered in England & Wales (company number 07662407). Registered office: Broadstone Mill, Broadstone Road, Stockport, SK5 7DL. https://d3creative.uk

Statamic Build Terms and Conditions

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