Terms of Service

These Terms of Service (“Terms”) form a binding agreement between:

The Service Provider: David Down, a sole trader operating under the trading name Octar Studio (“Octar”, “we”, “us”, or “our”), with a registered trading address of Sittingbourne, ME9 8AA, Kent, United Kingdom. Contact: david@octarstudio.uk.

The Client: The individual, sole trader, partnership, or limited company named on the corresponding Stripe invoice (“the Client”, “you”, or “your”).

By paying the invoice issued by Octar Studio, the Client confirms they have read, understood, and accepted these Terms in full. Acceptance is binding and does not require a signed document.

Octar Studio provides website design, development, and hosting services to the Client. Services are offered as quoted in the corresponding Stripe invoice and described on Octar Studio's website at octarstudio.uk.

The specific tier purchased is identified on the Stripe invoice and is binding on both parties.

3.1 Build payments. Build fees for the Starter tier are payable as a single invoice, 100% payable upfront within 7 days of invoice issue. Build does not commence until the invoice has cleared and the build intake form has been submitted (whichever is later).

3.2 Retainer payments. Retainer fees are billed monthly in advance via Stripe. The first payment is due on acceptance of the retainer. Subsequent payments are taken automatically on the monthly anniversary date.

3.3 Late payment. If any invoice remains unpaid beyond 7 days of the due date, Octar Studio reserves the right to pause all active work on the Client's project until payment is received. Pauses do not extend the build clock commitments set out in Section 4.

3.4 Currency and taxes. All prices are in GBP (£). Octar Studio is not currently VAT registered; prices are inclusive of any applicable taxes at the time of invoice. If VAT becomes chargeable in the future, VAT will be added to invoices issued after that date.

3.5 No discounts. Prices are fixed. Discounts are not offered under any circumstance.

3.6 No refunds except where specified. Except under the Starter 7-day refund (Section 5.1), all build payments are non-refundable once the build has commenced. Retainer payments are non-refundable for part-months.

4.1 Build clock. Octar Studio commits to delivery of the Starter tier within 48 hours from clock-start (defined in 4.2).

4.2 Clock-start. The build clock starts when both of the following are true:

• The invoice has cleared in Octar Studio's Stripe account
• The Client has submitted the build intake form with all required structural fields completed

Whichever happens later is Hour 0 of the build clock.

4.3 Client responsibilities. To meet the build commitment in 4.1, the Client must:

• Submit the build intake form in full, including all required fields and assets
• Respond to the staging review link within the feedback window set out in Section 4.8
• Provide domain registrar access promptly when requested
• Be reachable via phone, WhatsApp, or email during the build window for any clarifications, with responses expected within UK business hours

4.4 Delays caused by the Client. If the Client fails to respond within the timeframes set out in Section 4.3, the build clock pauses until the Client resumes cooperation. Octar Studio is not liable for delivery delays caused by Client inaction, missing information, or delayed responses.

4.5 Revisions. One revision round is included. A revision round consists of up to 5 specific line-item changes submitted together (not submitted one at a time). Additional revisions are billed at £50 per change and applied within 24 hours of payment.

4.6 Out-of-scope work. The following are outside build scope and quoted separately:

• New pages added after build commencement
• Copy rewrites (Client provides copy on Starter)
• Major design direction changes post-approval
• New features not specified in the original tier

4.7 Revision deadline. All revisions must be submitted within 7 days of staging handoff. After 7 days, the project is formally closed, and further work is invoiced at a minimum of £50 per change.

4.8 Feedback window on staging. Staging review feedback must be submitted within 48 hours of staging link delivery. If no feedback is received within the window, Octar Studio sends a single follow-up; if there is still no response within a further 24 hours, the site ships live as the staging version stood.

5.1 Starter — 7-day refund. Clients may request a full refund within 7 days of go-live for any reason. On refund:

• The domain mapping is reversed
• The website is taken offline
• The full payment of £997 is refunded in full within 14 days

6.1 Term. Retainers operate on a rolling monthly basis with no minimum term.

6.2 Cancellation. Either party may cancel the retainer at any time by giving written notice (email is sufficient). Cancellation takes effect at the end of the current billing month. No refunds are issued for partial months.

6.3 Upgrade/downgrade. Retainer terms may be adjusted at any time by mutual agreement. Changes take effect from the next billing month.

6.4 Post-cancellation. On retainer cancellation, the Client's website remains hosted on Octar Studio's infrastructure for 60 days at no charge. After 60 days, the Client must either take a Care Plan to continue hosting or pay a £99 migration fee to transfer the codebase to their own hosting (see Section 7).

7.1 Default hosting. All websites built by Octar Studio are hosted on Octar Studio's infrastructure by default. There is no “hand it over at the end” path unless migration is requested.

7.2 Build-only clients (no retainer). Hosting is included free of charge for 60 days post-launch. After 60 days, the Client must either:

• Take a Care Plan (£29/month), which includes continued hosting, OR
• Pay a one-time migration fee of £99 (plus VAT if applicable) to transfer the Next.js codebase and GitHub repository to their own hosting

7.3 Retainer clients. Hosting is included in the Care Plan fee.

7.4 If the Client cancels a retainer. The 60-day free hosting window applies from the date of retainer cancellation (Section 6.4).

7.5 Domain ownership. The Client always owns their domain name at the registrar. Octar Studio holds DNS administration access only for the purposes of pointing the domain at the hosted site. Octar Studio will never own the Client's domain.

7.6 Migration scope. The £99 migration fee covers: transfer of the Next.js codebase to the Client's GitHub account, transfer of the Vercel project to the Client's Vercel account (or equivalent hosting), DNS cutover to the new host, and 30 minutes of setup support. It does not include: ongoing support, troubleshooting on the new host, or rebuilding the site on a different framework.

8.1 Delivered work. Upon full payment of the build invoice, the Client owns the final delivered website — specifically the assembled content, custom copy (where commissioned), and brand-specific design choices.

8.2 Octar Studio's retained rights. Octar Studio retains:

• Ownership of the underlying code patterns, templates, and component systems used across all client builds
• The right to reuse non-client-specific code in future projects

8.3 Case studies and marketing use (consent required). Octar Studio may reference the Client's completed website as a portfolio piece, case study, or marketing example only with the Client's express written consent. Consent is requested at project handoff via a separate consent form. The Client can withdraw consent at any time by emailing david@octarstudio.uk, and case study material will be removed from Octar Studio-controlled channels within 30 days.

8.4 Client-supplied assets. The Client warrants they own, or have permission to use, all logos, images, photographs, copy, testimonials, and other assets they supply for the build. Octar Studio bears no liability for copyright or intellectual property infringement arising from Client-supplied materials.

8.5 Third-party components. Fonts, icons, and third-party libraries used in the build are licensed under their respective terms. Where commercial licensing is required, the Client will be notified before the asset is incorporated.

9.1 Professional indemnity. Octar Studio maintains professional indemnity insurance cover for the services described in these Terms.

9.2 Public liability. Octar Studio does not currently hold public liability insurance. The services provided under these Terms are delivered remotely and do not involve site visits, physical premises access, or work that would typically require public liability cover.

9.3 Limitation of liability. Octar Studio's total aggregate liability to the Client under or in connection with these Terms — whether in contract, tort (including negligence), for breach of statutory duty, or otherwise — shall not exceed the total fees paid by the Client to Octar Studio in the 12 months preceding the event giving rise to the claim.

9.4 Exclusions. Octar Studio is not liable for:

• Indirect, consequential, or special loss
• Loss of profit, revenue, business opportunity, goodwill, or anticipated savings
• Loss or corruption of data, unless directly caused by Octar Studio's negligence
• Downtime or service interruption on third-party platforms
• Any loss arising from the Client's failure to fulfil their obligations under Section 4.3

9.5 Non-excludable liability. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited by UK law.

Both parties agree to treat any confidential business information shared during the build as confidential and not to disclose it to third parties except as required by law or with the other party's written consent. This obligation survives termination of the agreement.

11.1 Controller. Octar Studio acts as a data controller for the personal data of the Client.

11.2 Your customers' data. Personal data submitted by your customers via forms on the website we build for you belongs to you, the Client. Octar Studio does not access, store, or process that data. Your customers' data is routed directly to your email inbox or your chosen form provider, bypassing Octar Studio entirely.

11.3 Full privacy terms. Octar Studio's full data processing practices are set out in the Privacy Policy at octarstudio.uk/legal/privacy.

11.4 ICO compliance. Octar Studio is registered with the UK Information Commissioner's Office (ICO) as a data controller. Registration number: C1925036.

11.5 Client responsibility for site visitors. The Client is solely responsible for their own Privacy Policy, Cookie Policy, and data protection compliance toward their website's visitors and customers. Octar Studio can advise on requirements but does not take on controller or processor responsibilities for the Client's own customers' data.

12.1 Termination by Octar Studio. Octar Studio may terminate this agreement immediately if:

• The Client fails to pay any invoice beyond 14 days of the due date
• The Client materially breaches these Terms and fails to remedy the breach within 7 days of written notice
• The Client engages in abusive, threatening, or unlawful conduct toward Octar Studio

12.2 Termination by the Client. The Client may terminate this agreement for convenience at any time before the build begins by giving written notice. If the build has already commenced, all payments made are non-refundable, except where the Starter 7-day refund applies (Section 5.1).

12.3 Effect of termination. On termination:

• All outstanding invoices become immediately due
• Octar Studio will take the website offline within 7 days if the Client is in material breach or unpaid beyond 30 days
• Any completed work remains the property of Octar Studio until fully paid for
• Retainer terms cease at the end of the current billing month

Octar Studio may update these Terms from time to time. The current version is always published at octarstudio.uk/legal/terms. Changes apply to new invoices issued after the change date and do not retroactively alter the terms of already-accepted agreements.

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

All formal notices under these Terms should be sent to: david@octarstudio.uk.