Terms of Service

6 Oct 2026

1. About these terms

1.1 Beatnik Studio Ltd is a one-person studio run by David Haigh, registered in England and Wales with company number 10307236. These terms cover all the work it does for clients (“you”). In these terms, “I”, “me” and “my” mean Beatnik Studio Ltd, acting through David. I work from Cobalt 3.1, Newcastle upon Tyne NE27 0QJ.

1.2 Each project or service is described in a proposal. The proposal and these terms together form our agreement.

1.3 If the proposal and these terms conflict, the proposal wins. If you and I have both signed your organisation’s own terms, such as a public sector contract or framework call-off, those take priority where they conflict with these terms.

1.4 These terms apply only where you are entering into the agreement wholly or mainly for your business, trade, profession, charity or public sector work. They are not for consumers buying services mainly for personal use. If I agree to work for a consumer, separate consumer terms will apply.

1.5 The version of these terms published on my website when you accept a proposal applies to that project for its whole life. For ongoing services, I will give you 30 days’ written notice of any change, and you can end the service before the change takes effect.

2. Definitions

• Proposal: the written proposal, statement of work or email from me that sets out the services, deliverables, fees and timescales, and that you have accepted. It includes any change requests you and I have both approved.
• Services: the work described in the proposal.
• Deliverables: everything I create and hand over to you as part of the services, including designs, brand assets, copy, source code, design files and documentation.
• Background materials: tools, code libraries, components, templates, frameworks, methods and know-how that I owned or developed before your project, or independently of it, and use across my work. It also includes generic, reusable components I develop during your project that contain none of your confidential information, data, business logic or brand.
• Third-party materials: anything owned by someone else, such as fonts, stock images, plugins, apps, platforms and open-source software.
• Ongoing services: services I provide on a recurring basis, such as hosting, support, maintenance, retainers and fractional creative direction.
• Day rate: the day rate stated in the proposal. A day is 7.5 working hours, and shorter work is charged pro rata.
• Working day: Monday to Friday, excluding public holidays in England.
• In writing: includes email.

3. Proposals and starting work

3.1 Every proposal is in writing. It is valid for 30 days from its date unless it says otherwise.

3.2 You accept a proposal by signing it, accepting it online, confirming by email, or paying the first invoice. Our agreement starts on that date.

3.3 I book studio time once you have accepted the proposal and paid the first invoice. Until then, I cannot guarantee a start date.

3.4 The person accepting the proposal confirms they have authority to commit your organisation to it.

3.5 You authorise me to access the accounts, systems and information I need to deliver the services, such as hosting, domain, platform and analytics accounts. I will only use that access for your project, and you can withdraw it at any time.

3.6 I sign every proposal on behalf of Beatnik Studio Ltd, and these terms are incorporated into it, including the assignment of intellectual property in clause 10.

4. How I work

4.1 I will deliver the services with reasonable skill and care, in line with good industry practice and as described in the proposal.

4.2 The proposal sets out how many rounds of revisions are included at each stage. If it doesn’t say, two rounds per stage are included.

4.3 Calls, video meetings and email contact during a project are included. In-person meetings and workshops are included where the proposal says so. Other travel is charged under clause 6.7.

4.4 The proposal names the platform I will use, such as Shopify, WordPress, Webflow or a bespoke stack.

4.5 Unless the proposal says otherwise, websites and web apps I build:

• work on the current and previous major versions of Chrome, Safari, Edge and Firefox, on desktop and mobile, as at the date of handover
• use responsive layouts that work from small phones to large desktop screens
• are designed and built with WCAG 2.2 level AA as the accessibility target; unless the proposal includes accessibility auditing or certification, this is a design and development standard, not a warranty of full conformance
• include search basics: clean URLs, page titles, meta descriptions and an XML sitemap
• if requested, are submitted to Google Search Console and Bing Webmaster Tools, and connected to Google Analytics 4 or another analytics tool in your name

4.6 I test everything I build on the target environment before handover. I cannot guarantee search rankings, traffic, sales or other commercial results.

4.7 I may use AI-assisted tools in my work, including for research, coding, testing and drafting. I review AI-assisted output before it reaches you, and I remain responsible for the work I deliver. I won’t knowingly put your confidential information or personal data into tools that use it to train their models. Where an AI provider processes client information, I use settings and terms with appropriate privacy and security protections.

5. What I need from you

5.1 You will give me timely access to the information, content, feedback, approvals, accounts and people I need. Please name one person who can make decisions and approve work.

5.2 Content you supply, such as text, images, logos, data and video, must reach me in the agreed format by the agreed dates. I may edit your text for clarity, length and search, and will show you the changes.

5.3 You confirm that you own, or have permission to use, everything you give me, and that it is lawful and accurate.

5.4 I will optimise images you supply for their intended use. If they are not good enough, I will tell you and suggest options, such as stock or new photography, at extra cost.

5.5 Where I write copy, you are responsible for checking facts, figures, prices, product claims and legal statements before you approve it.

5.6 You are responsible for the legal compliance of your business, products and published content. This includes consumer law, your privacy notice, cookie consent choices and any accessibility statement. I will flag issues I notice, but I don’t give legal advice.

5.7 If delays or missing inputs on your side cost me extra time, I will tell you before charging for it at the day rate.

6. Fees, invoices and payment

6.1 Fees are set out in the proposal. All fees exclude VAT, which I add at the current rate.

6.2 A fixed fee covers the scope described in the proposal. Time-based work is charged at the day rate, in 15-minute increments with a 30-minute minimum per request.

6.3 Unless the proposal says otherwise, project fees are invoiced in three stages:

For projects without a design and build phase, the proposal names the equivalent stages.

6.4 If launch is delayed for more than 30 days after build sign-off, for reasons outside my control, I will invoice the final 30% at that point.

6.5 Ongoing services are invoiced monthly or annually in advance, as the proposal states. They renew automatically until ended under clause 18.4.

6.6 Invoices are payable within 14 days of the invoice date, unless the proposal says otherwise. Please pay by bank transfer to the account shown on the invoice. Send remittance advice and invoice queries to hello@wearebeatnik.com.

6.7 I only charge expenses you have approved in advance in writing, such as travel, stock images, font licences, printing and third-party subscriptions. Mileage is charged at HMRC approved rates. Third-party costs are passed on at cost unless the proposal says otherwise.

6.8 If an invoice is overdue, I may charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, plus reasonable debt recovery costs.

6.9 If an invoice is more than 14 days overdue, I may pause work after giving you 7 days’ written notice. For services I host, I may suspend them after giving you 14 days’ written notice. Pausing doesn’t cancel what you owe, and timelines move accordingly.

6.10 If I agree to let you pay a fixed project fee in instalments, that is a payment plan for the full fee, not a monthly service. The full project fee is committed when you accept the proposal, and the proposal sets out the payment period.

6.11 Prices for ongoing services are fixed for the first 12 months, or for any longer minimum term. After that, I may change them with 30 days’ written notice, and you can end the service before the change takes effect.

7. Changes to scope

7.1 Either of us can propose a change to the scope. Before doing any changed work, I will confirm in writing what it costs and how it affects the timeline.

7.2 I start changed work only once you have approved it in writing. Approved changes become part of the proposal.

7.3 Extra revision rounds and new requests outside the scope are charged at the day rate or quoted separately.

8. Timescales, delays and pauses

8.1 I will give you a timeline when you accept the proposal. Dates are estimates unless the proposal states a fixed deadline you and I have agreed.

8.2 If content, feedback or approvals arrive late, the timeline moves. I will rebook the next available slot, which may not be immediate.

8.3 I am not responsible for delays caused by you, by third parties you appoint, or by events under clause 20.1.

8.4 If you don’t respond to a request for information or approval for 60 days, I will write to you. If you still haven’t responded 14 days after that, I may treat the project as cancelled under clause 18.3.

9. Reviews, approvals and acceptance

9.1 I share work for review at the stages set out in the proposal. Please send consolidated feedback from your team, in writing.

9.2 Approval by email is fine. Once you have approved a stage, further changes to it are handled under clause 7.

9.3 For websites and software, you have 10 working days after handover to test against the agreed scope and report defects. I will fix in-scope defects at no extra cost, and you can then recheck them.

9.4 A deliverable is accepted when you approve it, when the testing period ends with no defects reported, or when you put it into live use, whichever comes first.

9.5 I fix defects reported within 30 days of launch or handover at no cost, where they are my fault and within the agreed scope. After that, fixes are charged at the day rate unless a support plan covers them. Problems caused by changes made by others, third-party updates or hosting outside my control are not covered.

10. Intellectual property

Unless the proposal says otherwise, once you have paid for it, you own what I make for you.

10.1 Your materials stay yours. You give me a licence to use them only to deliver the services.

10.2 Subject to clauses 10.4, 10.5 and 10.12, when you have paid in full for a deliverable, Beatnik Studio Ltd assigns to you, with full title guarantee, all intellectual property rights it owns in that deliverable that are capable of assignment, including copyright and design rights. This covers designs, brand assets, copy, artwork files, source code, object code, database structures, design system files and documentation.

10.3 Before full payment, you may use the deliverables to review and test them. If our agreement ends early, ownership passes to you for everything you have paid for.

10.4 I keep ownership of my background materials. Where they are built into your deliverables, I give you a permanent, irrevocable, worldwide, royalty-free, non-exclusive licence to use, copy, modify and sublicense them as part of those deliverables. This licence passes automatically to anyone you transfer the deliverables to, such as an acquirer or a spin-out company. It doesn’t allow the background materials to be sold separately as a standalone product. I may reuse background materials in other work and in my own products and experiments, such as Beatnik Labs.

10.5 Third-party materials are licensed by their owners on their own terms. I will buy commercial licences in your name where possible, or pass the cost on under clause 6.7. Where I use open-source software, I avoid licences that would require you to publish your own source code, unless you agree otherwise.

10.6 At handover, I provide the final files and technical materials reasonably needed to use and maintain the deliverables. This includes the source code in a repository you control, with any background materials built into it, agreed editable design files, deployment documentation, client-owned credentials and a list of the third-party and background materials used. It doesn’t include unused concepts, internal working files, tools I use to make the work, developer licences, or third-party materials I am not permitted to transfer. I am happy to set the repository up in your organisation’s account from day one.

10.7 Design concepts and routes you didn’t choose remain mine. I won’t reuse anything that contains your confidential information or brand.

10.8 Anyone who works on your project, including David and any subcontractors, assigns their rights to Beatnik Studio Ltd and waives their moral rights, so that I can pass full ownership to you.

10.9 If an investor, funder, university or acquirer reasonably needs confirmation of IP ownership, I will provide a reasonable written confirmation at no charge. A separate deed, negotiated agreement or substantial due diligence work is by agreement, and I may charge for it where it needs material extra work or legal review.

10.10 The assignment in clause 10.2 covers work produced with the help of AI-assisted tools, to the extent that rights exist in it.

10.11 Domains, hosting accounts, platform stores, code repositories, analytics and social media accounts should be registered in your name. If I set them up for you, I will register them in your name and give you full admin access.

10.12 Where the proposal sets up a joint venture, revenue share or shared ownership of a product, ownership of the deliverables follows the proposal or a separate signed agreement instead of clause 10.2.

11. Credits and portfolio

11.1 I don’t require a credit or link to Beatnik on your website, app or materials. If you are happy to include one, I will agree the wording and placement with you.

11.2 Once work is public, I may show it in my portfolio, case studies, award entries and pitches, and name you as a client. I will ask before publishing a detailed case study or quoting anyone from your organisation.

11.3 If you would rather I didn’t show your work or name you, tell me in writing at any time and I will stop. I can’t recall anything already printed.

11.4 I never show unreleased work, confidential information, or work done under a white-label or confidentiality agreement without your written permission.

12. Third-party platforms and services

12.1 Most projects rely on platforms and services run by others, such as Shopify, WordPress, Webflow, payment gateways, apps, plugins, APIs, hosting and email providers. Your use of them is governed by their terms.

12.2 Subscriptions and licence fees for those services are your cost and should be in your name, unless the proposal says otherwise. Where I use my own developer licence for a premium plugin or tool during the build, you will need your own licence from handover.

12.3 I am not responsible for third-party changes, outages, price rises, security incidents or discontinued features, except to the extent they were caused by my breach of our agreement or my failure to use reasonable skill and care. If a third-party change needs work from me, I will quote first, unless a support plan covers it.

12.4 Business email is set up through a provider such as Google Workspace, Microsoft 365 or your host, on that provider’s terms. Ongoing email support comes from the provider unless my support plan covers it.

12.5 I can’t control or guarantee results on Google, Meta or other search, advertising and social platforms.

13. Hosting, domains, support and maintenance

13.1 During development, I may host work in progress on my staging servers at no charge.

13.2 Where I provide hosting, I take reasonable steps to keep it secure, updated and backed up, as described in your hosting plan. No hosting is completely secure or always available. Tell me straight away if you suspect a security breach, and I will tell you promptly about any incident I find.

13.3 Hosting fees start on the date stated in the proposal, which is usually launch.

13.4 If you host elsewhere, I will install the work on your hosting as quoted in the proposal. Time spent on problems caused by your server setup is charged at the day rate.

13.5 I register domain names in your name, so you own them. A domain’s availability isn’t guaranteed until it is registered. I will give you the transfer code within 5 working days of a request, regardless of any other invoice.

13.6 I build for the platforms, standards and browsers current at the time of the build, and can’t guarantee compatibility with future versions. Platforms, themes, plugins and apps need regular updates to stay secure, either through my support plan or by you.

13.7 Support plans cover what the plan describes, such as updates, monitoring, backups and an allowance of hours. Significant redevelopment caused by platform changes is quoted separately.

13.8 Retainers and fractional creative direction reserve a set amount of my time each month, at the rate in the proposal. Unused time doesn’t roll over unless the proposal says so, and extra time is charged at the day rate. They run for the initial term in the proposal, then continue month to month.

13.9 You can ask for one-off changes at any time. I will estimate the time and cost first, and only start once you approve.

13.10 If you move hosting or support elsewhere, I will hand over a full copy of your site files, database and code at no charge, and cooperate with your new provider. Time spent helping with the migration is charged at the day rate.

14. Confidentiality

14.1 Each of us will keep the other’s confidential information secret and use it only for the project. This includes business plans, finances, research, unreleased products, data, code and anything marked or obviously confidential.

14.2 This doesn’t apply to information that is already public through no breach of ours, already known to the recipient, developed independently, or required to be disclosed by law or a regulator.

14.3 I may share confidential information with subcontractors who need it for the project and are bound by the same obligations.

14.4 If you are a public body subject to the Freedom of Information Act 2000 or the Freedom of Information (Scotland) Act 2002, I accept you may have to disclose information. Please consult me before releasing anything commercially sensitive, such as my pricing or methods.

14.5 I am happy to sign your non-disclosure agreement. These obligations continue for five years after our agreement ends, and indefinitely for trade secrets.

15. Data protection

15.1 Each of us will comply with the UK GDPR, the Data Protection Act 2018 and, where relevant, the Privacy and Electronic Communications Regulations.

15.2 Where I process personal data on your behalf, for example by hosting a site that holds customer data, you are the controller and Beatnik Studio Ltd is the processor. The proposal, hosting plan or a separate data processing schedule sets out the subject matter and duration of the processing, its nature and purpose, the types of personal data and the categories of people it relates to. In that case I will:

• process it only on your documented instructions
• keep it confidential and secure, and make sure anyone with access to it is bound by confidentiality
• appoint sub-processors only under written terms with equivalent data protection obligations, tell you who they are on request, and give you reasonable notice of changes so you can object
• transfer personal data outside the UK only where data protection law allows it and in line with your instructions
• help you respond to data subject requests, meet your security obligations and carry out data protection impact assessments
• tell you without undue delay if I become aware of a personal data breach
• make available the information reasonably needed to show compliance, and cooperate with reasonable audits or inspections
• delete or return the data when the services end, unless the law requires me to keep it

15.3 If you need a separate data processing agreement, I will sign a reasonable one.

15.4 I can set up a cookie consent tool and help you audit the cookies your site uses. Your privacy notice, cookie policy and lawful basis for processing remain your responsibility.

16. Warranties

16.1 I promise that I have the skills and resources to deliver the services, and will comply with the law in doing so. I also promise that deliverables I create are original or properly licensed and, to my knowledge, don’t infringe anyone else’s rights.

16.2 You promise that you have authority to enter this agreement, and that materials you give me are yours or licensed, lawful and accurate. You also promise not to use the services or my hosting for anything unlawful, infringing, defamatory or malicious.

16.3 Beyond what these terms and the proposal say, I give no other warranties, to the extent the law allows. In particular, I don’t guarantee sales, search rankings, funding outcomes or uninterrupted third-party services.

17. Liability

17.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn’t allow to be limited.

17.2 Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.

17.3 My total liability under each proposal is limited to the fees paid and payable under it. For ongoing services, it is limited to the fees paid in the 12 months before the event giving rise to the claim.

17.4 I will indemnify you against third-party claims that deliverables I created infringe their intellectual property rights. This doesn’t cover your materials, third-party materials or changes made by others, and it is subject to clause 17.3.

17.5 You will indemnify me against third-party claims, losses and reasonable costs arising from materials you supplied, content you publish, products or services you sell, or your breach of the law.

17.6 Each of us will take reasonable steps to reduce any loss they suffer.

18. Ending our agreement

18.1 You can end a project at any time by giving me written notice. I will invoice the work completed to that date, plus approved expenses and any third-party costs I can’t cancel. The first stage payment reserves studio time and is non-refundable once work has started.

18.2 Either of us can end the agreement immediately by written notice if the other materially breaches it and doesn’t put that right within 14 days of being asked, or becomes insolvent. Non-payment more than 30 days after a written reminder counts as a material breach.

18.3 If a project is cancelled under clause 8.4, clause 18.1 applies as if you had ended it.

18.4 Either of us can end an ongoing service with 30 days’ written notice, taking effect no earlier than the end of any minimum term. Fees already paid for the current period aren’t refundable, unless I end the service without cause, in which case I refund the unused portion.

18.5 If a fixed project fee is being paid in instalments, ending the project doesn’t cancel the remaining fee. Anything due on early termination is handled under the payment plan in the proposal.

18.6 When our agreement ends, I hand over all completed and in-progress deliverables you have paid for, under clause 10. You pay any outstanding invoices. Each of us returns or deletes the other’s confidential information, unless the law requires it to be kept.

18.7 Clauses 10, 14, 15, 17 and 18.6, and any unpaid fees, survive the end of our agreement.

19. Subcontractors and agency partners

19.1 I may bring in trusted specialists, such as developers, copywriters and photographers, to help deliver the services. I remain responsible for their work, and I will tell you who is involved if you ask.

19.2 When I work for an agency or consultancy that delivers to its own client (white-label work):

• the partner is my client under these terms, and IP passes to the partner on payment so they can pass it on
• I work under the partner’s brand, with no credit, and don’t show the work or name the end client without written permission
• I won’t approach the end client to offer services directly during the project or for 12 months after, unless the end client approaches me or the partner agrees
• the partner pays my invoices whether or not the end client has paid the partner

19.3 Neither of us will directly hire or engage anyone the other introduced to the project, during it or for 6 months after, without the other’s consent. General recruitment advertising doesn’t count.

20. General

20.1 Neither of us is liable for delay or failure caused by events beyond our reasonable control, such as major platform or network outages, extreme weather, pandemics or government action. If such an event lasts more than 60 days, either of us can end the affected project by written notice, and clause 18.1 applies.

20.2 Notices under these terms can be sent by email to the contacts named in the proposal. My address for notices is hello@wearebeatnik.com.

20.3 You may transfer this agreement to a group company, or to a buyer of your business or of the product I am working on, by giving me written notice. I won’t transfer it without your consent, except to a business that takes over my studio.

20.4 The proposal, these terms and any approved change requests are our whole agreement. They replace earlier discussions, and neither of us relies on statements not set out in them, except in the case of fraud.

20.5 If a court finds any part of these terms invalid, the rest still applies. A delay in enforcing a right doesn’t waive it.

20.6 No one else can enforce these terms under the Contracts (Rights of Third Parties) Act 1999, except that anyone you transfer the deliverables to can rely on clause 10.

20.7 Beatnik Studio Ltd is an independent business. Nothing in these terms creates a partnership, joint venture or employment relationship.

20.8 If a dispute arises, you and I will try to resolve it by talking first. If it isn’t resolved within 30 days, either of us can take it to court.

20.9 These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.