Terms & Conditions
Last updated: 16 September 2026
1. About These Terms
These Terms & Conditions ("Terms") set out the basis on which SmartaStudio provides design, development, branding, hosting and related services. They apply to every quotation, proposal, statement of work, order and contract between us and you, unless we have both signed a separate written agreement that says otherwise.
By accepting a quotation or proposal, paying a deposit, or instructing us to begin work, you agree to these Terms.
2. Who We Are
SmartaStudio is a trading name of SMARTASTUDIO LIMITED, a private limited company registered in England and Wales.
- Company number: 14376453
- VAT number: GB 424702420
- Registered office: 21 Thalia Avenue, Nantwich, Cheshire, CW5 7RZ, United Kingdom
- Correspondence address: Stapeley House, London Road, Stapeley, Nantwich, Cheshire, CW5 7JW
- Contact: hello@smartastudio.com
In these Terms, "we", "us" and "our" mean SMARTASTUDIO LIMITED. "You" and "your" mean the client named in the relevant quotation or proposal.
3. Definitions
- Deliverables — the websites, designs, brand assets, code, documentation and other materials we create and supply to you under a project.
- Project — a discrete piece of work described in a quotation, proposal or statement of work, together with any agreed variations.
- Proposal — our written scope of work, quotation or estimate for a Project.
- Retainer — an ongoing monthly arrangement for design, development, maintenance and related services, as described on our Studio Retained page and in the relevant order.
- Hosting — our managed website hosting and maintenance service.
- Third-Party Services — software, platforms, licences, fonts, plugins, stock media and other materials owned or operated by third parties that are used in or alongside a Project.
- Fees — the charges payable for a Project, Retainer or Hosting, as set out in the relevant Proposal or order.
4. Quotations, Estimates and Acceptance
Our Proposals are valid for 30 days from the date of issue unless we state otherwise. Prices are quoted exclusive of VAT, which is charged at the prevailing rate.
A Proposal is an invitation to proceed, not a binding contract, until you accept it. A contract is formed when you confirm acceptance in writing (including by email) or pay the deposit, whichever happens first. At that point these Terms apply in full.
Where a Proposal is described as an estimate, it reflects our reasonable expectation of the work involved based on the information available at the time. If the requirements change, or the information we were given proves materially incomplete or inaccurate, we will discuss and agree any change to the Fees or timeline with you before doing the additional work (see clause 14, Variations).
5. Our Services
We provide:
- Bespoke web design — brochure and marketing websites, fully custom-built.
- eCommerce — online stores on WooCommerce, Shopify or similar platforms.
- Custom platforms and portals — member, investor, tenant and client portals, booking systems, dashboards and bespoke web applications.
- Branding and identity — brand, identity and design-system work.
- Ongoing retained work and hosting — monthly Retainers and managed Hosting, as described in clauses 11 and 12.
The exact scope of any Project is defined in its Proposal. Anything not expressly included in the Proposal is out of scope and will be quoted separately.
6. Fees and Payment
6.1 Standard payment structure
For most Projects our standard payment structure is:
- 30% deposit on acceptance, before work begins;
- 40% at the pre-launch stage; and
- 30% on go-live.
6.2 Flexible terms
We understand that cash flow matters. More flexible payment terms are available by agreement — for example, staged monthly payments — where we have agreed them in writing in advance in the Proposal or a separate written arrangement.
6.3 Small projects
Any Project with a total Fee under £1,000 (excluding VAT) is payable 100% in advance, before work begins.
6.4 Invoicing and payment terms
We invoice through Xero. Unless the Proposal says otherwise, invoices are due within 28 days of the invoice date. Payment should be made by the method shown on the invoice.
6.5 Late payment
We do not charge interest on late payment. However, where an invoice remains unpaid:
- we may pause work on the Project until payment is received; and
- for Hosting, the provisions of clause 12 (including our right to suspend a site) apply.
Any statutory rights we may have in respect of late commercial payments are unaffected, but it is our policy not to apply interest or late-payment charges.
6.6 Deposits
Deposits are non-refundable once work has begun, as set out in clause 13.
7. Client Responsibilities
A Project runs smoothly when both sides play their part. You agree to:
- provide the content, copy, images, brand assets, access credentials and other materials we reasonably need, in the formats we ask for, and on time;
- give timely feedback, approvals and sign-offs at each stage;
- nominate a single point of contact with authority to make decisions and approve work;
- ensure that any materials you supply are accurate, lawful, and do not infringe anyone else's rights; and
- pay Fees when they fall due.
If a Project is delayed because we are waiting on content, feedback or approvals from you, the timeline will move accordingly, and we may need to reschedule work around other commitments. Extended delays on your side may affect Fees where they cause us materially more work.
8. Timelines
A typical brochure or marketing website takes around 10–12 weeks; custom platforms and portals typically take 12–16 weeks. These are indicative, non-binding estimates, not guarantees. Actual timelines depend on the scope of the Project, the speed of your feedback and approvals, the delivery of content and assets, and the performance of any Third-Party Services.
We will always aim to keep to agreed dates and to tell you promptly if anything is likely to slip.
9. Revisions
We offer unlimited revisions within the agreed scope of a Project. We would rather get it right than count rounds.
The one exception is that, once the technology stack for a Project has been confirmed and agreed, the client may not change the technology stack (for example, switching platform or framework). A change of technology stack after it has been agreed is a new piece of work and will be scoped and quoted separately.
"Revisions" means refinements within the agreed scope. Requests that materially expand or change the scope are treated as Variations under clause 14.
10. Intellectual Property
10.1 Ownership of the Deliverables
On receipt of final payment for a Project, full ownership of the final delivered work transfers to you. This includes the final designs, code and brand assets created specifically for you as part of the Project.
Until final payment is received in full, all Deliverables remain our property.
10.2 What is not included
The transfer of ownership does not include:
- Third-Party Services — fonts, plugins, stock media, platform software and other third-party materials, which remain subject to their own licences (see clause 15);
- our own pre-existing tools, frameworks, code libraries and know-how, which we may reuse across projects. Where any of these are incorporated into your Deliverables, we grant you a perpetual, non-exclusive licence to use them as part of the Deliverables.
10.3 Our right to showcase the work
We retain the right to feature the work in our portfolio and marketing — for example on our website, in case studies, on social media and in award submissions. If any part of a Project is genuinely confidential and you would prefer we did not show it, tell us in writing and we will agree a sensible approach.
11. Retainers (Studio Retained)
11.1 Scope
Our retained offering, Studio Retained, is an ongoing monthly partnership covering web development and design, managed hosting (where applicable), updates, monitoring, reporting and strategy, delivered by a dedicated contact for a fixed monthly Fee. The precise inclusions depend on the tier you choose:
- Maintain — includes a monthly allocation of development and design time, managed hosting where applicable, daily backups, uptime monitoring, SSL, monthly updates to CMS core, plugins, themes and dependencies, and a monthly report.
- Grow — everything in Maintain, plus priority response, proactive recommendations, design assets produced within the monthly hours, and a quarterly strategy call.
- Partner — everything in Grow, plus a larger monthly time allocation, limited carry-over of unused hours, a monthly strategy call, and additional hours at a discounted rate.
The current tiers, monthly hours, response targets and prices are set out on our Studio Retained page and in your order. Prices are exclusive of VAT.
11.2 Hours, carry-over and additional work
Monthly hours are for the activities described in your tier. Unused hours do not roll over except where your tier expressly allows carry-over. Work outside the retainer scope, and hours beyond your monthly allocation, are quoted or charged separately at our then-current rates.
11.3 Managed hosting within a Retainer
Managed UK hosting is included for WordPress and compatible platforms. Shopify, headless CMS and custom SaaS platforms use their own hosting infrastructure; hosting management is still included in scope, but the underlying platform or infrastructure fees charged by those providers are passed on to you (see clause 15).
11.4 Term and notice
Retainers run for a minimum term of 3 months, and then continue on a rolling basis with 30 days' written notice to end them, unless your order states otherwise.
11.5 Payment by Direct Debit
Retainer Fees are collected monthly by Direct Debit. You agree to set up and maintain a valid Direct Debit for the duration of the Retainer. If a payment fails or the Direct Debit is cancelled, we may pause retainer work until payment arrangements are restored.
12. Hosting
12.1 What Hosting covers
Our managed Hosting covers server and website maintenance — keeping your site online, applying maintenance, and the day-to-day upkeep of the hosting environment. Hosting is provided on a managed VPS.
12.2 Uptime
We aim for 99.9% uptime. This is a target we work towards, not a penalty-backed guarantee. Uptime can be affected by maintenance windows, Third-Party Services, and events outside our reasonable control (see clause 17).
12.3 Billing and renewal
Hosting is billed annually and does not automatically renew. Ahead of each renewal date we will let you know and issue a renewal invoice. Hosting continues for the next annual period once the renewal invoice is paid.
Renewal invoices are issued through Xero and are due within 28 days of issue.
12.4 Non-payment and suspension
We reserve the right to suspend a website for non-payment. Where a renewal or hosting invoice remains unpaid after its due date, we will send reminders; if it remains unpaid, the site may be suspended after a further period of 30 days from the due date. A suspended site is restored once the outstanding amount is paid. We will always try to reach you before any suspension.
12.5 Leaving us
If you decide to move your website away from our Hosting, we will provide migration support at a chargeable cost, quoted at the time based on the work involved. We will co-operate reasonably to hand over your site.
12.6 Domains
Where we manage domain registrations or renewals on your behalf, the underlying registrar and platform fees are passed on to you (see clause 15).
13. Cancellation and Termination
Either party may end a Project or ongoing service in writing.
- Deposits are non-refundable. Once you have paid a deposit and we have begun work, that deposit is not refundable.
- Work to date is payable. If a Project is cancelled after work has begun, you agree to pay for all work carried out and all commitments reasonably made up to the date of cancellation, in addition to the deposit.
- Retainers may be ended on 30 days' written notice after the minimum term (see clause 11.4).
- Hosting is annual and non-renewing; you are not obliged to renew (see clause 12.3), and migration support is available under clause 12.5.
We may suspend or end a Project or service if you materially breach these Terms (for example, by failing to pay) and do not put it right within a reasonable time of our asking you to.
On termination, any Deliverables for which we have not received final payment remain our property, and the licence and ownership provisions in clause 10 apply only to work that has been paid for.
14. Variations
If you want to change the scope of a Project, or if new requirements emerge, we will agree the change — and any effect on Fees and timeline — with you in writing before carrying out the additional work. Small refinements within scope are treated as Revisions under clause 9, not Variations.
15. Third-Party Services and Licences
Projects often rely on Third-Party Services — for example fonts, plugins, stock media, Shopify, hosting infrastructure, payment providers and other platforms. These are governed by the third parties' own terms and licences.
Where Third-Party Services carry a fee (for example Shopify subscription fees, premium plugins or fonts, stock media, or platform hosting), those fees are passed on to you and are your responsibility unless the Proposal expressly says we will cover them. We will tell you about material third-party costs before committing to them on your behalf.
We are not responsible for the availability, performance or changes to Third-Party Services, or for any loss caused by them, beyond selecting them with reasonable care.
16. Confidentiality
Each party may receive confidential information from the other in the course of a Project. Both parties agree to keep the other's confidential information confidential, to use it only for the purpose of the Project, and not to disclose it to third parties without consent, except where required by law. This clause does not apply to information that is already public, or that a party already lawfully held, through no fault of its own.
Our right to feature completed work in our portfolio and marketing (clause 10.3) is not affected by this clause, subject to any confidentiality request you have made in writing.
17. Data Protection
We process personal data in accordance with the UK GDPR and the Data Protection Act 2018. How we collect, use and protect personal data — including the third-party processors we use and any international transfers — is set out in our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf as part of a Project (for example, data held in a portal we build for you), we will do so in line with your instructions and applicable data protection law, and we will put a data processing agreement in place where one is required.
18. Liability
Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for anything else that cannot be limited or excluded by law.
Subject to that:
- our total liability to you in connection with any Project, Retainer or Hosting service — whether in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the total Fees you have paid to us for that particular Project or service; and
- we are not liable for any indirect or consequential loss, or for loss of profits, revenue, business, goodwill, anticipated savings, or loss or corruption of data, in each case however arising.
You are responsible for maintaining your own backups of any content and data you consider important, in addition to any backups we provide as part of Hosting or a Retainer.
19. Force Majeure
We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including but not limited to failures of Third-Party Services or infrastructure, power or internet outages, cyber-attacks, industrial action, fire, flood, epidemic or pandemic, and acts of government. If such an event occurs, we will let you know and agree a sensible way forward.
20. Assignment
You may not transfer your rights or obligations under a contract with us without our written consent. We may transfer ours to a successor of our business, provided your rights are not adversely affected.
21. Entire Agreement
The Proposal, these Terms, and any order or written agreement we both sign together form the entire agreement between us for a Project or service, and replace any earlier discussions or understandings. If any part of these Terms is found to be unenforceable, the rest remains in force.
22. Governing Law and Jurisdiction
These Terms and any dispute arising out of them are governed by the law of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.
23. Contact
Questions about these Terms? Email us at hello@smartastudio.com.