How wework together.

01About these terms

These terms apply to every service Sattva provides: product strategy, design, web and app development, AI and automation work, hosting, and ongoing support. They are between you, the business commissioning the work (“the Client”), and:

Each engagement is described in a proposal or statement of work (“the Proposal”). Together, the Proposal and these terms form the whole agreement (“the Agreement”) and replace anything discussed before. If the two conflict, the Proposal wins.

You accept the Agreement by signing or approving a Proposal in writing (email counts), paying a deposit, or asking us to start work. Please raise any questions before then. We provide our services to businesses only, not to consumers.

02Scope, proposals and changes

The Proposal sets out the deliverables, milestones, estimated timeline, fees and any assumptions. Quotes are valid for 30 days and are based on our estimate of the effort needed to meet the requirements discussed.

Work not described in the Proposal is a change. We’ll tell you when a request falls outside scope and agree its cost and timing with you in writing before doing it. Unless the Proposal says otherwise, fixed-price work includes two rounds of feedback at each design stage; further rounds are charged at our day rate.

03What we need from you

Good work is a collaboration. You agree to:

• name a decision-maker who can give timely feedback and approvals;
• provide content, brand assets, data, accounts and access we reasonably request, by the dates agreed;
• tell us before changing or revoking any access you have given us; and
• make sure you own or are licensed to use everything you give us, and that using it won’t infringe anyone’s rights or break the law. You are responsible for any claim arising from material you supply.

If your input arrives late, the timeline moves accordingly and payments tied to dates remain due. If a project is paused waiting on you for more than 90 days, we may close it and invoice for work done to that point; restarting it later may need a new Proposal.

04Fees and payment

• Projects. Unless the Proposal says otherwise, we invoice a 50% deposit before work starts, with the balance due before launch or handover — or 60 days after work starts, whichever comes first. Larger projects may be billed by milestone instead.
• Retainers, hosting and support. Invoiced monthly in advance. Unused hours don’t roll over unless agreed in writing.
• Time and materials. Billed at the rates in the Proposal, monthly in arrears.
• Third-party costs — such as domains, hosting, licences, stock assets, AI model usage and app-store fees — are either paid by you directly or recharged at cost, as agreed.

Invoices are payable within 14 days. Prices exclude VAT, which is added where it applies. We may charge interest and compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and may pause work — and, after 14 days’ written notice, suspend hosted services — while an invoice is overdue.

05Delivery, testing and acceptance

We’ll share work in progress as we go. When a deliverable is ready, you have 10 working days to test it and tell us, in writing, of anything that doesn’t meet the Proposal. We’ll fix those issues and resubmit. A deliverable is accepted when you approve it, when that period passes without a report of a defect, or when you put it into live use.

Unless the Proposal says otherwise, websites and web apps are built for and tested on the current and previous major versions of Chrome, Safari, Firefox and Edge, on desktop and mobile.

06Our commitments

We’ll carry out the work with reasonable skill and care, using suitably experienced people. For 30 days after acceptance we’ll fix, free of charge, any defect that stops a deliverable working as described in the Proposal. This doesn’t cover problems caused by changes made by anyone else, third-party services, or new requirements.

We work to improve outcomes, but we don’t guarantee specific commercial results such as sales, rankings, traffic or conversion rates.

07Intellectual property

When you have paid for it in full, you own the intellectual property in the deliverables made specifically for you — the design, source code and content we create under the Proposal — and we’ll hand over the repositories, files and credentials. Until then, we grant you a licence to use the work for the project only.

We keep ownership of our pre-existing tools, libraries, components, templates and know-how, and of general improvements to them. Where these form part of a deliverable, you get a perpetual, royalty-free licence to use them as part of that deliverable.

Deliverables may include open-source software and third-party services, which are governed by their own licences and terms.

Unless you ask us not to in writing, we may show the finished work, your name and logo in our portfolio and marketing. We will never reveal confidential information in doing so.

08AI and third-party services

Some projects use third-party AI models and platforms (for example, hosting, payment or email providers). We’ll recommend reputable services, but they are run by others under their own terms, and we aren’t responsible for their availability, pricing changes or outages.

AI output can be inaccurate. Features we build that generate content or decisions should be reviewed by people before being relied on for anything consequential, and you are responsible for how they are used with your customers.

09Hosting, maintenance and support

Hosting, maintenance and support are separate services described in their own Proposal. Unless one is in place, once a project is accepted you are responsible for keeping the software, dependencies and content up to date, and for checking it continues to work. We aim for high availability on anything we host but cannot guarantee uninterrupted service, and scheduled maintenance or third-party outages may cause downtime. Before we release any accounts, domains or hosting to you or another provider, all outstanding invoices must be paid.

10Confidentiality

Each of us will keep confidential any non-public information the other shares — business plans, data, credentials, pricing and source code — and use it only for the project. This doesn’t apply to information that is already public, was already known, is received lawfully from someone else, or must be disclosed by law. These obligations survive the end of the Agreement. We’re happy to sign a mutual NDA before discussions start.

11Data protection

Each party will comply with UK data protection law. Where we process personal data on your behalf — for example, users of a platform we build or host — we do so as your processor, only on your documented instructions, and on terms that meet Article 28 of the UK GDPR, which we’ll set out in a data processing agreement. How we handle our own data about you is in our privacy policy.

12Liability

Nothing in the Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot legally be limited.

Subject to that, neither party is liable for loss of profits, revenue, business, contracts, anticipated savings, goodwill or data, or for any indirect or consequential loss, however it arises. Our total liability under or in connection with the Agreement is limited to the fees you paid us under it in the 12 months before the event giving rise to the claim.

You are responsible for keeping your own backups of content and data, except where a hosting or support Proposal expressly makes us responsible for them.

13Ending the Agreement

• Projects. Either party may end a project by giving 30 days’ written notice. You pay for all work done up to the end of the notice period and any non-cancellable third-party costs. Deposits cover committed time and are non-refundable.
• Retainers, hosting and support. Unless the Proposal sets a minimum term, either party may cancel with 30 days’ written notice, effective from the next billing date. Fees already paid for the current period are not refunded.
• For cause. Either party may end the Agreement immediately if the other materially breaches it and doesn’t fix the breach within 14 days of written notice, or becomes insolvent.

On ending, each party returns or deletes the other’s confidential information, and we hand over paid-for work as described in Intellectual property.

14General

• Events beyond our control. Neither party is liable for delays caused by events outside its reasonable control, such as major outages, natural disasters or government action.
• Subcontractors. We may use trusted specialists for parts of the work, and remain responsible for what they deliver.
• Non-solicitation. During a project and for 6 months after, neither party will directly hire someone from the other’s team who worked on it without agreement.
• Notices must be in writing; email to the addresses each party uses for the project is fine.
• Assignment. Neither party may transfer the Agreement without the other’s consent, which won’t be unreasonably withheld.
• Severability and waiver. If any part is unenforceable, the rest still applies. Not enforcing a right straight away doesn’t waive it.
• Third parties. No one else has rights under the Agreement under the Contracts (Rights of Third Parties) Act 1999.

15Governing law

The Agreement and any dispute arising from it are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction. We’ll always try to resolve a disagreement by talking first.

16Changes to these terms

We may update these terms from time to time. The version in force when you accept a Proposal applies to that engagement; for ongoing services, changes take effect 30 days after we notify you. Questions? Email contact@sattva-ai.com.