TERMS & CONDITIONS

Updated 2026 Governing Law: England & Wales

These Terms & Conditions (“Terms”) form the entire agreement (“Agreement”) between SPRK Design, operated by Tina Key as a sole trader (“the Provider”, “we”, “us”), and the Customer (“you”). By commissioning any project, service, training, or ongoing support, you agree to be bound by these Terms.

1. Definitions

  • Agreement: The contract formed between the Provider and the Customer incorporating these Terms.
  • Services: Any design, development, hosting, training, consultancy, or related services provided by the Provider.
  • Deliverables: Any work, files, designs, websites, or materials produced by the Provider.
  • Project Proposal: A written document outlining scope, fees, timelines, and deliverables.

2. Legal Status

The Provider operates as a UK sole trader. All contractual obligations and rights belong to the sole trader personally.

3. Governing Law & Jurisdiction

This Agreement is governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales.

4. Professional Duty of Care

We will perform the Services with reasonable skill and care, in line with UK professional standards for freelance digital service providers.

5. Customer Responsibilities

You are responsible for:

  • Providing accurate, lawful content and materials.
  • Ensuring your content complies with all applicable laws (copyright, GDPR, advertising standards).
  • Providing timely feedback, approvals, and information.
  • Maintaining GDPR compliance as data controller.

We do not provide legal documents such as privacy policies, cookie policies, or GDPR compliance documentation.

6. GDPR & Data Protection

  • You are the data controller for all personal data processed on your website or systems.
  • We act only as a data processor where applicable.
  • You are responsible for ICO registration where required.
  • We accept no liability for GDPR breaches caused by Customer content, configuration, or third‑party services.

7. Payment Terms

Unless varied in writing:

Projects £100+

  • 50% non‑refundable deposit before commencement
  • 50% upon final delivery or go‑live

If sign‑off is requested and not provided within 14 days, the remaining balance becomes immediately payable.

Projects under £100

  • 100% non‑refundable payment upfront.

Ongoing Services (hosting, maintenance, marketing)

  • Payable in advance.
  • Services may be suspended if payment is late.

Late Payment

Statutory late payment rights apply under the Late Payment of Commercial Debts Act 1998:

  • Interest: 8% + Bank of England base rate
  • Fixed fees: £40/£70/£100 depending on invoice size
  • Reasonable debt recovery costs

Invoices are due within 14 days.

8. Non‑Payment & Suspension

If payment is overdue:

  • Services may be suspended after 7 days’ written notice.
  • Hosting, email, or domain services may be terminated.
  • We may retain all deliverables, files, and materials until full payment is made (lien).
  • You remain liable for all accrued fees during suspension.

9. Cancellations

  • Deposits are non‑refundable.
  • If cancelled after sign‑off, the full project balance is payable.
  • Ongoing services require 30 days’ written notice prior to renewal.
  • Transfer assistance (domains, hosting, files) is charged at the standard hourly rate and payable in advance.

10. Intellectual Property

Ownership

  • The Provider retains ownership of all pre‑existing IP, frameworks, templates, code libraries, and design systems.
  • Upon full payment, the Customer receives a non‑exclusive, perpetual, non‑transferable licence to use the final deliverables.

Restrictions

  • Customer may not resell, sublicense, or redistribute Provider IP.
  • Provider may reuse non‑client‑specific components, code, or design elements.

Indemnity

The Customer indemnifies the Provider against claims arising from Customer‑provided content or materials.

11. Portfolio Rights

The Provider may display project work, including drafts, in portfolios, marketing, and case studies unless confidentiality is requested in writing.

12. Third‑Party Services

The Provider is not liable for:

  • Third‑party hosting
  • Domain registrars
  • WordPress or plugin failures
  • External APIs
  • Third‑party outages or security issues

Customer must review third‑party terms.

13. Browser & Device Compatibility

We test in:

  • Latest Apple Safari (desktop & iOS)
  • Latest Google Chrome (desktop & Android)

Additional browsers or devices must be requested in advance and may incur extra fees.

14. Accessibility

Unless agreed in writing, the Provider does not guarantee WCAG 2.1 AA compliance. Customer is responsible for legal accessibility obligations.

15. Amendments & Fixes

  • Fix = correction of agreed functionality → free
  • Amendment = change of scope or new request → charged at standard hourly rate
  • Fixes are only guaranteed before sign‑off.

16. Uploading & Hosting

  • Provider uploads websites only to Provider‑managed hosting unless agreed otherwise.
  • Uploading to third‑party hosting is charged at the standard hourly rate.
  • If functionality fails on third‑party hosting, Provider will demonstrate correct operation on Provider servers.

17. Domain Transfers

  • £25 per domain transfer
  • Additional support charged at hourly rate
  • Transfers cannot occur while invoices are overdue

18. Ongoing Maintenance

Maintenance is not included unless itemised. Ad‑hoc work is charged at the standard hourly rate.

19. Training & Courses

  • Course fees are non‑refundable.
  • If notified 7+ days before the course date, Customer may reschedule once within 12 months.
  • No‑shows without notice forfeit the fee.

20. Limitation of Liability

To the fullest extent permitted by UK law:

  • The Provider is not liable for indirect, incidental, special, or consequential losses, including lost profits, lost savings, business interruption, or data loss.
  • Total liability is capped at the total fees paid under the Agreement.
  • Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

21. Force Majeure

The Provider is not liable for delays or failures or incidents arising caused by events outside reasonable control, including:

  • Power outages
  • Hosting failures
  • Internet disruption
  • Third Party plugins / software functionality, maintainance or updates.
  • Third party access to host or website
  • Third party services
  • Security or database attacks, hacker attacks and / or loss in any data whether financial or IP.
  • Content, in any form, supplied by the Customer or Third Partys
  • Illness
  • Natural disasters
  • War or civil unrest
  • Strikes
  • Third‑party service failures

22. Variation

The Provider may update these Terms at any time. Updated Terms apply to new projects and renewals.

23. Entire Agreement

This Agreement supersedes all prior discussions, proposals, or understandings. No verbal statements or promises are binding.

24. Severability

If any clause is found unenforceable, the remainder of the Agreement remains in full force.

25. Termination by the Provider 

SPRK Design reserves the right to terminate any project or ongoing service at any time where continued work is no longer viable, including (but not limited to) situations involving non‑payment, unreasonable delays, lack of communication, scope changes not agreed in writing, abusive behaviour, or any breach of these Terms. In such cases, all work completed up to the termination date will be invoiced and becomes immediately payable. Upon termination, SPRK Design may suspend all services, withhold deliverables, remove hosted content, and decline further work. No refunds are provided for deposits or payments already made. Termination does not affect SPRK Design’s rights to recover outstanding fees or enforce any part of this Agreement.