Terms and Conditions of Service

About these terms

These Terms and Conditions of Service apply to website design, development, deployment assistance, pay-as-you-go changes and optional support plans supplied by Jelena Osipova trading as Depth Digital, a sole trader established in England, United Kingdom. In these terms, “Depth Digital”, “we”, “us” and “our” refer to that business.

Depth Digital operates online. Our contact email is [email protected]. A geographic correspondence address will be supplied to the client in the Project Agreement or order confirmation before the contract is formed.

The client’s Project Agreement identifies the client, the agreed deliverables, price, timetable and any project-specific conditions. If an expressly agreed Project Agreement conflicts with these terms, the Project Agreement takes priority for that project. These terms continue to apply to everything the Project Agreement does not change.

Nothing in these terms removes any right or remedy that cannot lawfully be excluded or restricted.

Definitions

• Business Customer means a person or organisation obtaining the services wholly or mainly for a trade, business, craft or profession. A sole trader purchasing a website for their business is normally a Business Customer.
• Consumer means an individual obtaining the services wholly or mainly for purposes outside that individual’s trade, business, craft or profession.
• Client means the Business Customer or Consumer named in the Project Agreement.
• Contract means the legally binding agreement comprising the accepted Project Agreement, these terms and any later written variation agreed by both parties.
• Deliverables means the website files, design work, instructions or other items expressly listed in the Project Agreement.
• Mock means the non-functional visual design prepared for evaluation before paid development begins.
• Project Agreement means the written quotation, proposal, order confirmation or statement of work identifying the particular services and price.
• Revision round means one consolidated list of reasonable amendments submitted together by the client.
• Working Day means Monday to Friday, excluding public holidays in England.

Free mock and contract formation

Initial enquiry

An enquiry, project brief or discussion does not oblige either party to proceed. Depth Digital may decline a proposed project where the scope, timetable, content, technical requirements or available resources are unsuitable.

Free mock

Where offered, the initial Mock is prepared without a website-development fee. Its format and coverage will be explained before it is prepared. It is supplied for evaluation only, is not a functioning website and must not be copied, published, adapted or given to another developer unless a Contract is subsequently formed and the applicable ownership rights have taken effect.

The client may approve or reject the Mock. If the Mock is rejected and no Contract is formed, the client does not owe the website-development price and receives no right to use the Mock.

Approval and Contract

After approving the Mock, the client must approve the Project Agreement, accept these terms and provide any information reasonably required to confirm the order. The Contract is formed when Depth Digital sends written confirmation that the order has been accepted. Payment is then due as stated in the Project Agreement.

For a Business Customer, paid development may begin after cleared payment and receipt of the materials and access required to start. For a Consumer, Section 07 applies and the paid service will not begin until the statutory 14-day cancellation period has expired.

Prices and payment

Unless stated otherwise, quotations are in pounds sterling and remain open for acceptance for 30 calendar days. Depth Digital is not currently registered for VAT, so VAT is not charged at the date of this version. If the tax position changes, any applicable tax will be shown before a later Contract or renewal is agreed.

The full fixed-project price is payable after the Mock has been approved and before coding begins, unless the Project Agreement expressly provides a different payment schedule for a larger or unusual project.

Payments are normally processed through Square. Square acts as the payment processor; the Contract for the services remains between the client and Depth Digital. A refund will normally be returned through the original payment method.

Domain registration, paid Cloudflare plans, booking platforms, email services, stock assets, premium software, licences and other third-party charges are not included unless the Project Agreement expressly says otherwise. Where possible, the client contracts with and pays the third-party provider directly.

Depth Digital is not required to begin or continue paid work while an agreed payment is overdue. Failure of a monthly-plan renewal payment is handled under Section 11.

Project scope and timing

The Project Agreement defines the pages, functions, integrations, content work, deployment assistance and other Deliverables included in the price. Work not expressly included is outside scope and may require a separate quotation.

Delivery time is agreed individually and varies with project complexity. Unless a date is expressly described as fixed, dates are reasonable estimates rather than guarantees. The timetable may be extended where:

• the client changes or expands the scope;
• content, approvals, access or feedback are supplied late;
• information supplied by the client is incomplete or inaccurate;
• a third-party platform, domain, API or account is unavailable;
• an unexpected technical issue could not reasonably have been identified when the quotation was prepared; or
• an event outside reasonable control affects performance.

Depth Digital will explain a material delay and, where possible, provide a revised estimate. Any change to price or scope must be agreed before the additional work is undertaken.

Revisions, review and approval

After the coded website is first presented, the fixed project includes up to two Revision rounds. Each round must be submitted as one consolidated list, normally within seven calendar days of the request for feedback.

Included revisions are intended to bring the coded website into line with the approved Mock and Project Agreement. They may include reasonable corrections to layout, styling, supplied wording, images or agreed behaviour.

The following are not included revisions unless the Project Agreement says otherwise:

• a substantially different visual direction after Mock approval;
• new pages, sections, functions or integrations;
• rewriting or replacing substantial amounts of approved content;
• changes required because the client’s business, branding or service has changed; or
• work caused by a third-party change introduced after the original scope was agreed.

Out-of-scope requests will be explained and quoted before work begins. Minor corrections identified by Depth Digital during testing do not reduce the client’s two Revision rounds.

If the client does not provide feedback, the project may be paused under Section 15. Administrative completion or silence does not remove a Consumer’s statutory rights or the defect-correction rights in Section 08.

Consumer cancellation rights

This section applies only where the client is a Consumer. It does not normally apply where a website or support service is obtained for a business, including by an individual sole trader acting for that business.

A Consumer entering a Contract at a distance generally has 14 days, beginning on the day after the Contract is formed, in which to cancel without giving a reason. The Consumer may cancel by emailing [email protected] with a clear statement or by using the model cancellation wording at the end of Section 17.

Depth Digital will not begin the relevant paid service for a Consumer during that 14-day period. If the Consumer cancels within the period before performance begins, payments received for the cancelled service will be refunded without undue delay and normally within 14 days after Depth Digital is informed of the cancellation.

After the statutory cancellation period, the general cancellation provisions in Section 15 apply. The voluntary refund promise in Section 09 and all statutory rights concerning services supplied with reasonable care and skill remain separate from this cooling-off right.

Delivery, deployment and defect correction

Handover

Unless the Project Agreement says otherwise, delivery includes the completed website files in a ZIP package, reasonable deployment instructions and one post-deployment functionality check. The client should deploy the ZIP, or ask Depth Digital to provide the agreed deployment assistance, within 14 calendar days after delivery.

The post-deployment check is available where deployment occurs within that 14-day period and the client provides the live URL and any access reasonably needed for the check. A later deployment may require a new timetable or separate quotation.

Functionality check

The check covers the homepage and principal pages loading, navigation and internal links, responsive presentation, the principal interactive elements, and contact forms where the required configuration has been provided. It may also cover HTTPS and the agreed domain where the client has completed the necessary Cloudflare and DNS steps.

Cloudflare account

The client owns and controls the client’s Cloudflare account, domain and related subscriptions. Where assistance is included, the client may grant Depth Digital temporary or restricted account access. Depth Digital should be added through the provider’s account-access feature where available and is not entitled to retain access after it is no longer needed.

Thirty-day defect period

Depth Digital will correct, without an additional development charge, genuine coding defects reported within 30 calendar days after delivery that existed at handover and cause the website not to conform materially to the Project Agreement.

This correction period does not include new features, later content changes, a change of preference, work by the client or another developer, expired services, lost account access, or a later change introduced by Cloudflare, a browser, an API or another provider. Statutory rights remain unaffected.

Voluntary website and pay-as-you-go refunds

Fixed website project

If the delivered website materially fails to match the approved Mock or Project Agreement, the client must identify the specific failure within seven calendar days after receiving the final revised website. Depth Digital will have a reasonable opportunity to correct the identified failure.

If the material failure remains after the two included Revision rounds and Depth Digital is unable to bring the website into material conformity, the client may request a full refund of the fixed website-development price. An approved refund will be returned through the original payment method without undue delay and normally within 14 days.

This voluntary guarantee does not apply merely because the client changes their mind about an approved design, asks for work outside scope, supplies unsuitable content or prefers a different design direction after approval.

After a full refund, the client’s right to use the Mock, code and other refunded Deliverables ends. The client must remove the website from publication, delete the files and must not copy, adapt or give them to another developer. This does not restrict any right the client has independently in their own pre-existing content.

Pay-as-you-go change

If a paid change does not materially match the agreed request, the client should notify Depth Digital within seven calendar days. Depth Digital will have a reasonable opportunity to correct it. If it cannot be corrected, Depth Digital will, where reasonably possible, reverse or remove the change and refund the price paid for that change. The client may not continue using a refunded change.

These voluntary refund promises are additional to, and do not replace, a Consumer’s statutory rights to remedies where a service is not supplied with reasonable care and skill or as agreed.

Ownership, handover and portfolio use

The client retains ownership of materials the client owned before the project, including the client’s name, logo, text, photographs and other supplied content.

After full payment and delivery, and subject to any refund under Section 09, the client receives the rights needed to use, host, copy, maintain and modify the completed website for the client’s own activities. To the extent legally transferable, rights in custom code created specifically for the project are assigned to the client.

Depth Digital retains ownership of its pre-existing tools, reusable components, working methods, know-how and materials not created specifically for the client. The client receives a perpetual licence to use any such component incorporated into the delivered website as part of that website. Open-source and third-party components remain subject to their applicable licences.

The client may appoint another developer or studio after handover and is not required to purchase support from Depth Digital. Depth Digital is not responsible for a defect, security issue or incompatibility introduced by later work carried out by the client or another provider.

The client may not resell the delivered website as a reusable template, design system or code product unless that right is expressly agreed in writing.

Portfolio and case studies

After a website has been publicly launched, Depth Digital may identify the client and display screenshots, links and a factual description of the project in its portfolio, proposals, awards submissions and case studies. Depth Digital will not knowingly disclose confidential information or unpublished personal information for this purpose.

This portfolio permission does not apply where confidentiality or an opt-out has been agreed in writing before publication.

Pay-as-you-go work and optional support plans

Ongoing support is optional. The website does not become disabled and the client’s ownership or access does not end if no plan is purchased or if a plan is cancelled.

The table records the published plans at the date of this version. The price and allowance shown in the client’s plan confirmation apply to that subscription. A response target is the target time to acknowledge and review a request, not a guarantee that every request will be completed within that time. Depth Digital will provide a reasonable completion estimate after reviewing the request.

Monthly allowances cover editing, testing and deployment. Copywriting, major redesigns, advanced functionality and third-party costs are quoted separately. Unused time does not roll into a later month.

Monthly plans are paid in advance. The client may cancel at any time by emailing [email protected]. Cancellation takes effect at the end of the current paid monthly billing period, and no later renewal payment will be taken. If a renewal payment fails, the plan does not renew; this does not affect the client’s existing website.

Depth Digital may change the price or scope of a future plan on at least 30 days’ notice. The client may cancel before the change takes effect. Changes do not retrospectively reduce an allowance already paid for.

A Consumer purchasing a support plan at a distance has the applicable cancellation rights described in Section 07.

Client responsibilities

The client must:

• provide complete and accurate instructions, content, approvals and access within a reasonable time;
• review the Mock, website, prices, contact details, spelling and factual claims before approval and launch;
• hold the necessary rights, licences and permissions for all text, photographs, logos, fonts, video, reviews and other materials supplied to Depth Digital;
• ensure supplied content is lawful, accurate and not defamatory, misleading, infringing, discriminatory or otherwise harmful;
• avoid supplying passwords or confidential personal information through ordinary project forms, and grant account access securely where it is required;
• maintain control of the domain, Cloudflare account, payment methods, recovery details and third-party subscriptions;
• retain a current backup after handover; and
• comply with the laws, professional rules and sector requirements that apply to the client’s business and website.

Unless expressly included in the Project Agreement, the client is responsible for obtaining legal, regulatory, tax, accessibility and professional advice about the client’s content and business activities. Depth Digital may provide technical implementation but does not act as the client’s solicitor, accountant, regulator or professional adviser.

Client-supplied content

The client is responsible for the completeness, accuracy, lawfulness and substantiation of all text, images, reviews, prices, qualifications, descriptions, claims and other materials that the client supplies or approves for publication.

Depth Digital provides website design, development and technical implementation services. Unless expressly agreed in writing, Depth Digital is not engaged to conduct legal, regulatory or factual verification of client-supplied content and is not required to investigate whether a statement, claim, testimonial, image, licence or permission supplied by the client is accurate or valid.

Depth Digital may carry out a general editorial review and may refuse, suspend or remove content where there are reasonable grounds to believe that it is unlawful, abusive, threatening, discriminatory, defamatory, misleading, infringing, unsafe or otherwise harmful. Any such review is a precautionary measure only and does not amount to legal approval, regulatory approval, professional advice or independent verification of the content.

Before publication, the client must review and approve the final website content, including names, contact information, prices, service descriptions, qualifications, reviews, statistics and other factual or promotional claims. The client must promptly notify Depth Digital if any supplied or approved information becomes inaccurate, unlawful or out of date.

Subject to liabilities that cannot legally be excluded, Depth Digital is not responsible for a complaint, loss, regulatory action or third-party claim arising from client-supplied content that is inaccurate, misleading, defamatory, infringing, unlawful or supplied without the necessary permission, except to the extent that the matter was caused or materially contributed to by Depth Digital’s own breach of contract, negligence, unauthorised alteration or failure to use reasonable care and skill.

Cloudflare, third-party services and availability

Depth Digital will use reasonable care and skill to produce a website that materially conforms to the Project Agreement and operates in the agreed environment at handover.

Websites depend on browsers, devices, Cloudflare, domain registries, DNS, APIs, form processors, booking systems, payment providers and other services that Depth Digital does not own or control. Those providers may change their products, prices, technical requirements, terms, availability or security controls.

Depth Digital does not guarantee:

• uninterrupted or error-free availability;
• permanent compatibility with future versions of Cloudflare, browsers, APIs or external services;
• a particular search-engine position, traffic level, conversion rate, number of enquiries, bookings, revenue or other commercial result;
• acceptance by Google, an advertising network, a booking platform, a payment provider or another third party; or
• that a free third-party service will remain free.

Depth Digital is not responsible for a failure caused solely by a later client change, another developer, an expired domain, unpaid third-party account, provider outage, provider policy change or other event outside Depth Digital’s reasonable control. If a later external change requires development work, the client may request a quotation, use pay-as-you-go support, purchase a monthly plan or appoint another provider.

This section does not excuse a failure by Depth Digital to perform the originally agreed service with reasonable care and skill.

Personal information, confidentiality and backups

Depth Digital handles project and contact information as described in the Privacy Policy. Website cookies and browser storage are described in the Cookie Notice.

After handover, the client is normally responsible for the personal information collected through the client’s own website and for maintaining appropriate privacy information, cookie controls, retention practices and service-provider arrangements. Where maintenance would require Depth Digital to process personal information on the client’s behalf, the parties will agree any additional data-processing terms reasonably required before that access begins.

Each party will use reasonable care to protect confidential non-public information received from the other and will use it only for the Contract. This obligation does not apply to information already lawfully known, made public without breach, independently developed, lawfully received from another source, or required to be disclosed by law.

Depth Digital may retain an archival copy of the delivered website for record-keeping and possible future support. The archive is provided as a convenience and is not a managed backup service. Depth Digital does not guarantee permanent retention or recovery. The client remains responsible for keeping a complete current backup of the website and relevant account information.

Pausing, cancellation and termination

Client cancellation of a fixed project

A client wishing to cancel after the Contract is formed must notify Depth Digital in writing. Consumer statutory cancellation rights in Section 07 take priority where they apply. Outside that period, Depth Digital may retain a fair amount for work properly completed and non-recoverable costs and will refund any remaining unearned balance where appropriate. The client receives no right to use unpaid or refunded work.

Inactive or abandoned project

If required content, access, approval or feedback is not received, Depth Digital may send a reminder after 14 days of inactivity. The project may be paused after 30 days. After 60 days and a final written notice, the project may be treated as abandoned.

Restarting a paused or abandoned project depends on availability and may require a revised schedule and a reasonable reactivation or additional-work fee. Any fee will be explained before work resumes. Treating a project as abandoned does not remove statutory rights and does not automatically entitle either party to retain money unrelated to work or loss actually incurred.

Termination by Depth Digital

Depth Digital may suspend or end a Contract for material non-payment, unlawful content, abusive or threatening conduct, a serious security risk, misuse of the Deliverables or another material breach. Where reasonably possible, Depth Digital will give written notice and a reasonable opportunity, normally seven days, to remedy the breach. Immediate action may be taken where necessary to address unlawful conduct or an urgent security risk.

If Depth Digital ends a fixed project for a reason that is not the client’s breach and cannot complete the services, any fair balance relating to work not supplied will be refunded. Cancellation of a support plan does not remove, disable or transfer ownership of the existing website.

Liability and events outside reasonable control

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a Consumer’s rights that cannot lawfully be limited, or any other liability that cannot lawfully be excluded or restricted.

Subject to the paragraph above, Depth Digital is responsible for reasonably foreseeable loss directly caused by its breach of the Contract or failure to use reasonable care and skill. Depth Digital is not responsible for loss that could not reasonably have been foreseen when the Contract was formed or for loss caused by the client’s breach, inaccurate instructions, failure to back up, unauthorised changes or an external event outside reasonable control.

For a Business Customer only, and to the extent permitted by law:

• Depth Digital is not liable for indirect or consequential loss, loss of profit, revenue, business, opportunity, anticipated saving, goodwill or data; and
• Depth Digital’s aggregate liability arising from a fixed project will not exceed the price paid for that project, while liability arising from a support plan will not exceed the fees paid for that plan during the 12 months preceding the event giving rise to the claim.

The Business Customer limitations do not apply to liability that cannot legally be limited and do not apply to a Consumer.

Events outside reasonable control

Neither party is responsible for delay or failure caused by an event outside that party’s reasonable control, including widespread network failure, serious provider outage, natural disaster, epidemic, war, civil disorder, government action or interruption of essential utilities. The affected party must notify the other where reasonably possible and take reasonable steps to reduce the effect. If the event prevents substantial performance for a prolonged period, either party may discuss ending the affected services and a fair allocation of payments for work already supplied.

Complaints, governing law and general terms

Complaints

A complaint should be sent to [email protected] with the client’s name, project and a clear description of the issue. Depth Digital aims to acknowledge a complaint within five Working Days and provide a substantive response within 14 Working Days where reasonably possible. Both parties should first attempt to resolve the issue in good faith.

Governing law

The Contract is governed by the law of England and Wales. For a Business Customer, the courts of England and Wales have exclusive jurisdiction. A Consumer retains any mandatory rights and access to courts available under the law that applies to that Consumer and which cannot validly be removed by this clause.

Changes to these terms

The version accepted when a fixed-project Contract is formed continues to govern that project unless a change is agreed in writing. Material changes affecting an active monthly plan will be notified at least 30 days before they take effect, and the client may cancel the plan before the change begins.

General provisions

• If a provision is unlawful or unenforceable, it will be treated as removed only to the necessary extent and the remaining provisions will continue.
• A delay in enforcing a right does not waive that right.
• Neither party may transfer the Contract to another person without the other party’s written agreement, except where the law permits otherwise.
• No person other than the parties has a right to enforce the Contract, except where the law provides otherwise.
• The Project Agreement, these terms and agreed written variations form the entire agreement about the services, without excluding liability for fraud or any binding pre-contract information that consumer law requires to form part of the Contract.

Model cancellation wording for Consumers

A Consumer may copy and email the wording below. Use of this wording is optional; any clear cancellation statement is sufficient.