Magellan Design Standard Terms and Conditions of Business

Welcome to the Standard Terms and Conditions of Business for Magellan Design Limited.

These Terms govern all commercial engagements between the Company and its clients, including website development, subscription services, hosting, maintenance, and related services. By accepting a proposal, quotation, or entering into a contract with Magellan Design Limited, the Client agrees to be bound by these Terms.

Please read these Terms carefully. They include important provisions regarding payment, intellectual property ownership, subscription licences, transfer rights, and suspension of services. For the latest version, always refer to this page, which includes the version number and date at the top.

1. Definitions

Company means Magellan Design Limited.

Client means the individual or business purchasing Services.

Website means the website or web application developed by the Company.

One-Off Website means a Website purchased for a fixed project fee.

Subscription Website means a Website provided under a monthly subscription model.

Completion means the date the Website is made live or made available for deployment.

Services means development, hosting, maintenance, domain management and related services.

2. Scope of Services

2.1 The Company designs and develops predominantly hand-coded websites and web applications.

2.2 The Company does not ordinarily use WordPress or similar third-party content management systems unless expressly agreed in writing.

2.3 Where the Client appoints a third party to manage, modify or maintain the Website, it is the Client’s responsibility to ensure that such party has the necessary technical expertise to manage a custom hand-coded Website.

PART A – ONE-OFF WEBSITE PROJECTS

3. Project Fees and Payment

3.1 The agreed project fee is payable in full upon Completion unless otherwise agreed in writing.

3.2 The Company reserves the right to withhold transfer of the Website, source code and associated files until payment is received in cleared funds.

3.3 If payment is not received upon Completion:

• All intellectual property remains the sole property of the Company.
• The Company may suspend access to the Website.
• The Company may remove the Website from any live or staging environment.
• The Company may terminate the project without liability.

4. Ownership (One-Off Websites)

4.1 Upon receipt of full payment in cleared funds, copyright in the final bespoke Website design and code transfers to the Client.

4.2 The Company retains ownership of:

• Pre-existing code libraries
• Development frameworks.
• Reusable components.
• Proprietary systems.
• Internal methodologies

4.3 Until full payment is received, all intellectual property rights remain exclusively with the Company.

5. Website Transfer to Another Developer

5.1 Following full payment, the Client may transfer the Website to another developer.

5.2 A one-off transfer fee shall apply to cover administrative time, file preparation and reasonable handover assistance.

5.3 The Company shall not be responsible for:

• Modifications made by third parties.
• Compatibility issues arising from third-party systems.
• Future maintenance or performance once transferred.

5.4 The Company provides no warranty that the Website will be compatible with any particular hosting provider or development environment not supplied by the Company.

6. Hosting, Email Hhosting and Domain Services (One-Off Websites)

6.1 Hosting, email hosting and domain renewals are separate chargeable services.

6.2 These services shall be collected monthly or annually by Direct Debit.

6.3 Direct Debit payments are processed via GoCardless.

6.4 The Client must maintain a valid Direct Debit mandate for the duration of such services.

6.5 Failure of payment or cancellation of the Direct Debit mandate may result in suspension of hosting, email services or non-renewal of domain names.

6.6 The Company shall not be liable for loss of service, data, ranking or business arising from suspension or domain non-renewal due to non-payment.

PART B – SUBSCRIPTION WEBSITE SERVICES

7. Subscription Model

7.1 Subscription Websites require no upfront development fee.

7.2 A minimum term of 12 months applies from the date the Website goes live.

7.3 After the initial term, the Client may terminate by providing not less than 30 days’ written notice.

7.4 Hosting, maintenance and standard support are included within the subscription fee.

8.3 Upon termination:

8. Ownership (Subscription Websites)

8.1 All intellectual property rights remain the sole property of the Company at all times.

8.2 The Client is granted a non-exclusive, non-transferable, revocable licence to use the Website during the subscription period.

• The licence immediately ceases.
• The Website may be taken offline.
• The Client acquires no ownership rights in the code, design or infrastructure.

9. Subscription Buy-Out Option (Discretionary)

9.1 Following completion of the minimum term, the Client may submit a written request to purchase ownership.

9.2 Any buy-out is strictly at the sole discretion of the Company.

9.3 Where agreed, the buy-out fee shall be determined by the Company and may take into account:

• Development value.
• Subscription payments made.
• Remaining commercial value.
• Bespoke integrations.
• Administrative and transfer costs.

9.4 The quoted buy-out fee shall remain valid for 30 days.

9.5 Buy-out must be completed prior to termination taking effect.

9.6 Upon receipt of cleared funds:

• Copyright in the bespoke Website design and code transfers to the Client (excluding Company frameworks and proprietary systems).
• The subscription agreement terminates.
• Ongoing hosting or support shall require separate agreement.

9.7 If termination takes effect before buy-out payment is received, the Company may permanently remove the Website and no ownership rights shall arise.

10. Subscription Payments

10.1 Subscription fees are collected monthly by Direct Debit via GoCardless.

10.2 The Client must maintain a valid Direct Debit mandate.

10.3 Failure of payment may result in immediate suspension.

10.4 Continued non-payment may result in termination without prejudice to the Company’s right to recover outstanding sums.

PART C – GENERAL TERMS

11. Late Payment

11.1 Where payment is overdue, the Company reserves the right to charge statutory interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

11.2 Interest shall accrue daily from the due date until payment is made in full.

11.3 The Company reserves the right to recover reasonable debt recovery costs.

12. Suspension Rights

12.1 The Company may suspend any Website or related Services where:

• Payment is overdue.
• A Direct Debit fails.
• The Client breaches these Terms.

12.2 Suspension shall not constitute termination.

12.3 The Company shall not be liable for loss of business, revenue, ranking or data resulting from lawful suspension.

13. Third-Party Services

13.1 Websites may integrate with third-party services including but not limited to:

• Payment gateways.
• E-commerce platforms.
• APIs.
• Plugins.
• Hosting providers.

13.2 Such services are governed by their own terms and conditions.

13.3 The Company is not responsible for third-party policy changes, outages, pricing changes or service withdrawal.

14. Limitation of Liability

14.1 The Company’s total liability shall not exceed the total fees paid by the Client in the preceding 12 months.

14.2 The Company shall not be liable for:

• Loss of profits.
• Loss of business.
• Indirect or consequential loss.
• Data loss outside Company-managed hosting.

14.3 Nothing in these Terms excludes liability for death or personal injury caused by negligence.

15. Variation of Terms

15.1 The Company may update these Terms from time to time.

15.2 Updated Terms shall apply to new contracts from the effective date.

15.3 Existing contracts remain governed by the version in force at the time of agreement unless agreed otherwise in writing.

16. Governing Law

These Terms are governed by the laws of England and Wales.