Terms & Conditions

1 Definitions

These Terms and Conditions ("Terms") govern the provision of website design, development, hosting, and digital services ("Services") by Graft Studio, a trading name of Ethan Timothy, sole trader, of 20 Moor Drive, Otley, Leeds, LS21 1DZ ("we", "us", "our") to the client ("you", "your"). By engaging our services, commissioning work, or making any payment, you agree to be bound by these Terms.

• "Build & Own" — A one-off website design and development service resulting in transfer of completed website files to the client upon full payment.
• "Monthly Partnership" — A subscription service under which Graft Studio designs, builds, hosts, and maintains a website on the client's behalf in exchange for a recurring monthly fee.
• "Mockup" — A visual design concept produced by Graft Studio prior to full development, provided free of charge and without obligation.
• "Website Files" — All code, assets, copy, and design elements constituting the finished website.
• "Licence" — The limited, non-transferable right granted to the client to use the website under the Monthly Partnership agreement.

2 Engaging Our Services

No contract is formed by the provision of a free mockup. A contract is formed when: (a) the client explicitly approves a mockup in writing (email or message is sufficient) and confirms they wish to proceed, and (b) for Build & Own, upon receipt of payment in full or deposit, or (c) for Monthly Partnership, upon the first monthly payment being received. Graft Studio reserves the right to decline any enquiry at its discretion prior to contract formation.

3 Free Mockup Policy

Graft Studio offers one free mockup per enquiry. The mockup is provided as a goodwill gesture to demonstrate our capabilities. If the client does not wish to proceed after receiving the mockup, no charge will be made and no further obligation exists on either party. Graft Studio retains intellectual property rights over any mockup design not proceeded with, and may reuse or adapt design elements at its discretion.

4 Payment Terms — Build & Own

• Full payment of the agreed one-off fee is required before website files are transferred or made live.
• A 50% deposit may be requested prior to development commencing, with the remaining 50% due on completion.
• Invoices are payable within 7 days of issue. Late payments incur interest at 8% above the Bank of England base rate under the Late Payment of Commercial Debts Act 1998.
• Work will not commence until deposit payment is confirmed.

5 Payment Terms — Monthly Partnership

• The monthly fee is collected in advance, on or around the same date each month.
• Graft Studio uses a third-party payment processor (GoCardless or Stripe). The client authorises recurring collection of the agreed monthly amount.
• If a payment fails, Graft Studio will notify the client and allow 5 business days to resolve the issue before suspending services.
• Repeated payment failures (two or more consecutive months) will result in contract termination and website suspension.
• Prices may be reviewed annually. A minimum of 30 days' written notice will be given of any price increase.

6 Website Ownership — Build & Own

Upon receipt of full payment, Graft Studio assigns to the client full ownership of the completed website files, including all HTML, CSS, JavaScript, and image assets created specifically for that project. Graft Studio retains no ownership over the files after transfer. The client is then solely responsible for hosting, domain renewal, and maintenance.

7 Website Ownership — Monthly Partnership

Under the Monthly Partnership, Graft Studio retains ownership of the website files, domain registration, and hosting account at all times. The client is granted a limited licence to use the website for the duration of active subscription payments.

Upon cancellation or termination of the Monthly Partnership for any reason:

• The licence granted to the client is immediately revoked.
• Graft Studio may take the website offline within 30 days of the final payment period ending.
• The client has no right to the website files, domain, or hosting account unless a separate written agreement to transfer these has been entered into.
• If the client wishes to retain the website upon cancellation, Graft Studio may offer a transfer at a separately agreed fee.

8 Domain Registration

• Under the Monthly Partnership, Graft Studio registers and maintains the domain on the client's behalf. The domain is registered in the name of Graft Studio / Ethan Timothy as part of the service.
• The client may request domain transfer upon cancellation within 14 days of a written request, subject to any outstanding balance being settled.
• Under Build & Own, the client may register their own domain, or Graft Studio can register it on their behalf and transfer it as part of handover.

9 Revisions and Scope

• Build & Own includes one round of revisions after the initial build. Additional revision rounds are charged at £50 per round.
• Monthly Partnership includes reasonable ongoing updates (text changes, image swaps, adding/removing service descriptions). Requests requiring new pages, major redesigns, or bespoke functionality will be quoted separately.
• "Reasonable" is defined as requests typically completed within 1 hour of development time per calendar month. Requests exceeding this are quoted at £40/hr.

10 Turnaround Times

Graft Studio aims to deliver a completed website within 48 hours of receiving all required client materials (logo, photos, copy, contact details). Turnaround time is dependent on the client providing complete and accurate information promptly. Graft Studio is not responsible for delays caused by late or incomplete client submissions.

11 Client Responsibilities

• Provide accurate business information, contact details, and required assets in a timely manner.
• Ensure they hold the rights to any materials they supply (photographs, logos, text).
• Review and approve or request changes to the mockup and final website within 7 days of delivery. Silence beyond 7 days constitutes approval.
• Not use the website or Graft Studio's services for any unlawful, misleading, or harmful purpose.

12 Intellectual Property

The client warrants that all content, images, logos, and materials supplied to Graft Studio are owned by the client or that the client has the legal right to use them. The client indemnifies Graft Studio against any claims, damages, or expenses arising from intellectual property infringement in client-supplied materials.

13 Cancellation Policy

• Monthly Partnership: Either party may cancel with 30 days' written notice. No refund is issued for the current billing period.
• Build & Own: If the client cancels after development has commenced, the deposit (50%) is non-refundable. If cancelled before development commences, a full refund of any deposit paid will be issued within 14 days.
• Graft Studio may terminate the agreement immediately if the client breaches these Terms, fails to make payment, or engages in conduct harmful to Graft Studio's reputation.

14 Satisfaction Guarantee

The satisfaction guarantee applies to the mockup stage only. If the client does not wish to proceed after seeing the free mockup, no charge will be made. Once development has commenced following mockup approval, the standard cancellation policy applies. The guarantee does not constitute a guarantee of search engine ranking or enquiry volume.

15 Limitation of Liability

To the fullest extent permitted by law, Graft Studio's total liability to the client shall not exceed the total fees paid in the 3 months preceding the event giving rise to the claim. Graft Studio is not liable for any loss of revenue, loss of business, loss of data, or indirect or consequential loss arising from use of the website or any service interruption.

16 Website Uptime & Hosting

Graft Studio uses reputable third-party hosting providers and aims for maximum uptime. Graft Studio does not guarantee 100% uptime and is not liable for downtime caused by third-party hosting failures, scheduled maintenance, or circumstances outside its reasonable control. Graft Studio will endeavour to resolve hosting issues within 24 hours of becoming aware of them.

17 Data Protection

Both parties agree to comply with applicable UK data protection legislation, including the UK GDPR and the Data Protection Act 2018. Graft Studio will process client personal data only as necessary to provide the services. Please refer to our Privacy Policy for full details of how we handle personal data.

18 Governing Law

These Terms are governed by the laws of England and Wales. Any dispute arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

19 Entire Agreement

These Terms, together with any written quotation or proposal, constitute the entire agreement between the parties and supersede all prior discussions or agreements. No variation to these Terms is valid unless agreed in writing by both parties.

Graft Studio is a trading name of Ethan Timothy, sole trader.
20 Moor Drive, Otley, Leeds, LS21 1DZ
hello@graftstudio.co.uk · 07505 931570