The agreement
Khadaffi supplies custom website, software, application and related technical services. A project agreement is formed when a written proposal, scope, quote or invoice is accepted and any required starting payment is received.
The project agreement includes the accepted proposal, these terms and any written changes agreed later. If they conflict, the accepted proposal takes priority for that project.
Do not accept a proposal until the scope, deliverables, timing, fees and responsibilities are clear to you.
Scope and custom quote
Work is quoted for the requirements known at the time. The proposal should identify the intended outcome, included deliverables, assumptions, exclusions, review points, payment schedule and any support period.
A quote remains open only for the period stated in it. No public page or earlier estimate replaces the fee written in an accepted proposal.
Discovery
Some work needs paid discovery before a reliable build quote can be prepared. Where that applies, the discovery output and fee will be agreed first.
Client responsibilities
The client agrees to provide accurate decisions, content, access and feedback within a reasonable time. The client is responsible for:
- Having permission to supply every logo, image, text, data set, account and other material.
- Checking factual, legal and regulatory content before publication.
- Keeping account credentials secure and telling Khadaffi promptly if access should change.
- Testing the delivered work for the agreed use and reporting issues with useful detail.
- Naming one person who can approve decisions where a team is involved.
Delay in providing a required item can move the delivery date and can create additional work.
Changes and timing
A request outside the accepted scope is a change request. Khadaffi can explain its effect on cost and timing before starting it. A change becomes part of the agreement only when both sides accept it in writing.
Dates are planning estimates unless the proposal expressly calls a date fixed. Timing can change because of client delay, an external provider, a newly discovered technical constraint or an event outside reasonable control. Material changes will be communicated as soon as practical.
Payment
Fees, deposits, stages, due dates and payment methods are set out in the proposal or invoice. Unless the proposal says otherwise:
- A required starting payment reserves time and allows work to begin.
- An invoice is due by the date written on it.
- Work, release, transfer or support can pause while an undisputed invoice is overdue.
- The client is responsible for agreed external costs and usage charges.
Questions about an invoice should be raised promptly and before its due date where possible. A payment through Stripe is also subject to Stripe terms and processing controls.
Review and defects
The client should review each delivery within the review period stated in the proposal. If no period is stated, feedback should be provided within a reasonable time.
A defect is a repeatable failure of the delivered work to meet an accepted requirement. It is not a new feature, a changed preference, an external service change, unsupported use or a problem caused by later changes made by someone else.
Confirmed defects reported during an agreed support or correction period will be addressed as described in the proposal. No software can be promised to be completely free of faults or compatible with every future platform change.
Ownership and licences
Client material
The client keeps ownership of material it supplies and gives Khadaffi permission to use that material only as needed to deliver the project.
Custom deliverables
Once all related invoices are paid, the client receives the ownership or licence stated in the proposal for custom deliverables created specifically for the project.
Existing and external material
Khadaffi keeps ownership of pre-existing methods, general tools, reusable knowledge and components not created solely for the client. Open source software, fonts, libraries, models, stock material and other third-party items remain under their own licences.
Portfolio use
Public portfolio use, a testimonial or publication of confidential work requires the permission agreed with the client. A client can ask for sensitive work to remain private.
Hosting and external services
Hosting, domains, payment processing, email, model providers, app stores and other external services are included only when the proposal says so. Their availability, rules, costs and decisions remain controlled by their providers.
- The client must follow the terms of each service used for the project.
- Provider fees and usage costs are the client responsibility unless the proposal expressly includes them.
- A provider change can require additional work that was not in the original scope.
- Domains and important service accounts should be held in the client name where practical.
Ongoing hosting, monitoring, maintenance or support does not continue beyond the period agreed in writing.
Confidentiality and data
Each side should protect confidential information received for the project and use it only for the agreed work. This does not cover information already public through no breach, already lawfully known or required to be disclosed by law.
The client should avoid sharing live personal data or secrets unless they are necessary and an appropriate method has been agreed. Website privacy information is available in the Privacy Policy.
Pausing or ending a project
Either side can ask to pause or end a project in writing. On ending:
- The client pays for work completed, agreed commitments and external costs that cannot reasonably be cancelled.
- Khadaffi supplies paid deliverables in their current state where practical and lawful.
- Access and confidential material should be returned, transferred or removed as appropriate.
- Any term intended to continue after the project, including payment, confidentiality, licences and responsibility limits, remains in effect.
Nothing in these terms removes a cancellation or refund right that the client has under applicable consumer law. Where a consumer asks for work to begin during a legal cancellation period, that request and its effect should be recorded in writing.
Responsibility and limits
Khadaffi will use reasonable care and skill in delivering the agreed work. The client remains responsible for business decisions, published claims, regulatory approval, backups under its control and how the delivered work is used.
Khadaffi is not responsible for a failure caused by inaccurate client material, an unauthorised change, misuse, an external provider or an event outside reasonable control. Any financial limit or excluded loss that applies to a project should be stated in the accepted proposal and remains subject to applicable law.
Nothing excludes or limits responsibility where the law does not allow that responsibility to be excluded or limited.
General terms
- If one term cannot be enforced, the remaining terms continue.
- A delay in enforcing a right does not waive that right.
- Neither side can transfer the agreement without the other side's written consent, except where the law allows it.
- The proposal should state the governing law and court jurisdiction for the client and project.
- Changes to an accepted project agreement must be recorded in writing.
Questions about these terms can be sent to hello@khadaffi.com.