Terms.

What we agree to deliver

Each engagement is documented in a Statement of Work (SOW) which we issue and you countersign before any work begins. The SOW specifies:

• The scope of work (pages, features, integrations)
• The deliverables (what we will produce)
• The timeline (with named phases)
• The price (fixed, not hourly)
• The payment schedule
• Any client-specific provisions

The SOW is the binding description of what we are agreeing to. These Terms of Engagement provide the underlying framework; the SOW provides the specifics.

How payments work

Standard payment schedule:

• 50% on SOW countersignature (engagement deposit)
• 50% on signature of the Handoff Certificate (project completion)

For engagements over £20,000, we may agree on a three-payment schedule (40% deposit / 40% mid-project milestone / 20% on handoff).

Payments are due within 14 days of invoice. Late payments accrue interest at 8% above the Bank of England base rate, calculated daily, from the due date.

If a payment is more than 14 days overdue, we pause active work and notify you. If a payment is more than 30 days overdue, we may terminate the engagement and retain any deliverables produced to that point until full payment is received.

Scope and revisions

Each phase of an engagement (Foundation, Connections, Floors, Cladding, Cabin) includes two rounds of revision. Additional revisions beyond two per phase may be billed at our then-current hourly rate, agreed in writing before any additional work begins.

If during an engagement you want to add scope beyond what the SOW specifies, this is a scope change and requires a written addendum to the SOW, agreed by both parties, with any pricing or timeline impact documented.

We are not obliged to accept scope changes. We will discuss them in good faith and propose a way forward, but the right to decline scope changes that would materially affect quality or timeline rests with us.

Timeline and delays

The timeline in your SOW is our commitment, subject to:

• Your timely provision of content, access, and approvals (typically within 3 business days of request)
• Force majeure: illness, infrastructure outages exceeding 24 hours, or other events outside our reasonable control

If a delay is caused by your side (late content, slow approvals), the timeline shifts accordingly. We will notify you within 24 hours of any delay we anticipate on our side.

Intellectual property

This is straightforward and worth being clear:

• Your content (text, images, video, brand assets you provide) remains your property at all times
• Custom code we write specifically for your project transfers to you on signature of the Handoff Certificate (final payment)
• Underlying tools, libraries, design patterns, and skills that we use across multiple projects remain ours
• Case studies we produce based on the engagement remain ours, with your right to review and approve any case study before publication

In plain terms: you own your project completely after handoff. We own the methods we used to build it.

Confidentiality

We treat all client information as confidential. We will not share details of your engagement, your business, or your team with any third party without your written consent, except as required by law.

The only exception: with your permission, we may reference the engagement at a high level in a case study (subject to your approval of specific content).

Termination

Either party may terminate the engagement at any time with 14 days' written notice.

If you terminate before completion:

• You pay for all work completed to the point of termination, plus 25% of the remaining engagement fee as a wind-down fee
• We deliver all work completed (in whatever state) within 7 days
• Custom code completed transfers to you on payment of the termination amount

If we terminate (which we will only do for non-payment, material breach, or impossibility):

• You pay for all work completed to the point of termination, with no wind-down fee
• We deliver all work completed within 7 days

Liability

Our total liability under any engagement is capped at the total fees you have paid us for that engagement. We are not liable for indirect, consequential, or punitive damages, including lost profits.

For ongoing retainer engagements, liability is capped at the rolling 12-month total of retainer fees paid.

This cap does not apply to liability that cannot be limited by law (fraud, death or personal injury caused by negligence, etc.).

Successor protocol

If the sole operator of Goliathus becomes unable to deliver the engagement (illness, incapacity, or other reason lasting longer than 14 days), we will notify you within those 14 days and propose one of:

• Pause the engagement until the operator returns
• Transfer the engagement to a named successor practice (Sealed, or a designated peer)
• Terminate the engagement with a refund of any unearned portion

You choose which option to accept.

Governing law

These terms and any engagement are governed by the laws of England and Wales. Any disputes will be resolved in the courts of England and Wales.

Updates to these terms

We may update these terms from time to time. Updates apply only to engagements signed after the effective date of the update. Engagements signed under prior terms remain governed by those prior terms.

Contact

For any question about these terms, email hello@goliathus.co.uk.

See also: Privacy Policy · Data Processing Agreement