Terms & Conditions.

1. About us and these terms

This website and our services are provided by Forma Studio Ltd (trading as FORMA), a company registered in Scotland (company number [COMPANY NO.]), with its registered office at [REGISTERED OFFICE ADDRESS]. In these terms, "we", "us" and "our" mean Forma Studio Ltd, and "you" means the client we are contracting with.

By engaging us, accepting a proposal, or instructing us to begin work, you agree to these terms. Where a signed proposal or statement of work conflicts with these terms, that document takes precedence for the project it covers.

2. Our services

We provide web development, application development, design, interactive and WebGL work, and managed hosting. The specific scope, deliverables, timeline and price for each engagement are set out in a written proposal or statement of work.

Estimates and timelines are given in good faith based on the information available at the time. They are not fixed unless we expressly agree a fixed price or date in writing.

3. Fees and payment

Our fees are set out in the relevant proposal or statement of work. Unless agreed otherwise, we invoice a deposit before work begins and the balance against milestones as the project progresses. Invoices are payable within 14 days of the invoice date.

Quoted fees exclude VAT and any third-party costs (for example domain registration, hosting, fonts, stock assets or paid APIs), which we will pass on at cost or bill separately where agreed.

Milestone invoices are issued through your client portal and as a PDF. You can review and approve milestones, and download invoices, from the portal. Where a milestone requires sign-off, the invoice for it becomes due once the milestone is approved.

4. Payment methods and processing

We accept payment by bank transfer (BACS) and, where offered, by debit or credit card. Bank details appear on each invoice. Payments are in pounds sterling (GBP) unless stated otherwise.

Card payments are handled by a third-party payment processor (for example Stripe). When you pay by card, your card details are collected and processed by that provider under their own terms and privacy policy. We do not see or store your full card details on our systems. We are not responsible for the processor's services, but we will help resolve any payment issue where we reasonably can.

Bank transfers are made directly to our account. Always check payment details against a current invoice, and contact us to confirm if anything looks unusual, as we cannot recover funds sent to an incorrect account.

5. Late payment

If an invoice is overdue we may charge interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend work or withhold deliverables until payment is received. Suspension for non-payment does not relieve you of amounts already due.

6. Your responsibilities

To keep a project on track, you agree to provide the content, materials, access and approvals we need in good time, and to give a single point of contact with authority to make decisions and sign off work.

You confirm that any material you supply (text, images, logos, data and similar) does not infringe anyone else's rights, and you grant us the licence needed to use it for the project. Delays in feedback or materials may affect timelines and cost.

7. Intellectual property

On full payment of all sums due for a project, we assign to you the intellectual property rights in the final deliverables we create specifically for you, except as set out below.

• We retain ownership of our pre-existing materials, tools, frameworks, libraries and know-how. We grant you a non-exclusive, perpetual licence to use these as part of the deliverables.
• Third-party and open-source components remain the property of their owners and are licensed to you under their own terms.
• Until we are paid in full, all rights in the work remain with us.
• Unless you ask us not to, we may show the work in our portfolio and case studies and describe our involvement.

8. Revisions and changes

Each engagement includes the revisions described in its proposal. Work that is outside the agreed scope, including new features or significant changes after sign-off, will be quoted separately and may affect the timeline. We will not start additional chargeable work without your agreement.

9. Hosting and third-party services

Our work often relies on third-party services such as hosting, content delivery, email and payment providers. Those services are provided subject to the third party's own terms, and we are not liable for their availability, performance or changes. Where we manage hosting for you, the specific terms, scope and fees are set out separately.

10. Warranties and disclaimers

We will provide our services with reasonable care and skill. Beyond what is agreed in a proposal, our services and deliverables are provided "as is". We do not warrant that software will be error-free or uninterrupted, or guarantee any particular commercial result, search ranking or level of traffic.

Nothing in these terms excludes or limits any rights you have that cannot be excluded or limited by law.

11. Limitation of liability

Subject to the paragraph above, our total liability arising out of or in connection with a project, whether in contract, delict (including negligence) or otherwise, is limited to the total fees you paid us for that project in the twelve months before the claim arose.

We are not liable for indirect or consequential loss, or for loss of profit, revenue, data, goodwill or anticipated savings. We are not liable for loss caused by your failure to maintain backups, apply updates, or follow our reasonable recommendations.

12. Confidentiality

Each of us will keep the other's confidential information confidential and use it only for the purpose of the engagement. This does not apply to information that is or becomes public through no fault of ours, or that we are required to disclose by law.

13. Term and termination

Either of us may end an engagement on reasonable written notice. If you end it, or we end it because you are in material breach, you will pay for all work done and costs committed up to the date of termination. Provisions that by their nature should survive termination (including payment, intellectual property, confidentiality and liability) will continue to apply.

14. Data protection

We handle personal data in line with our Privacy Policy. Where we process personal data on your behalf as part of a project, we will agree appropriate data-processing terms with you.

15. Governing law and jurisdiction

These terms and any dispute arising from them are governed by the laws of Scotland, and are subject to the exclusive jurisdiction of the courts of Scotland.

16. Changes to these terms

We may update these terms from time to time. The version that applies to your project is the one in force when we agree it. The latest version is always published on this page.

17. Contact

Questions about these terms? Email us at [email protected].