Project Terms

1. Definitions

2. Acceptance and Formation

2.1 Contract Formation

A binding contract is formed when you accept our Proposal by:

• Signing the Proposal document, or
• Confirming acceptance in writing (including email), or
• Paying the deposit invoice

Acceptance confirms you have read, understood, and agree to these Terms.

2.2 Scope of Work

The Project scope is defined in the accepted Proposal. Any work outside the agreed scope will be quoted separately.

2.3 Changes to Scope

Either party may request changes to the Project scope. Changes must be agreed in writing and may affect timeline and pricing. We will provide a Change Order for significant variations.

3. Payment Terms

3.1 Deposit

A deposit is required before work commences. The deposit amount and payment terms are stated in your Proposal and may vary depending on:

• Project size and complexity
• Payment schedule agreed
• Client relationship history

Unless otherwise stated in your Proposal, the default deposit is 50% of the project fee.

3.2 Payment Schedule

Payment terms are as stated in your Proposal. Unless otherwise agreed:

• 50% deposit on acceptance
• 50% balance on project completion, prior to final handover

For larger projects, milestone payments may be agreed in the Proposal.

3.3 Payment Methods

We accept payment by:

• Bank transfer (BACS)
• Credit/debit card via Stripe
• Direct debit (for ongoing services)

3.4 Late Payment

Payment is due by the date shown on each invoice. We reserve the right to:

• Charge interest at 4% above Bank of England base rate on overdue amounts
• Suspend work until payment is received
• Withhold Deliverables until all amounts are paid

3.5 Refunds and Cancellation

Cancellation Before Work Begins: If you cancel before any work has started, we will refund the deposit less any reasonable costs already incurred (e.g., third-party purchases, planning time).

Cancellation After Work Begins: If you cancel after work has commenced, the deposit is non-refundable. You will also be liable for any additional work completed beyond the deposit value.

Our Failure to Deliver: If we materially fail to deliver the agreed scope through our own fault, and fail to remedy within 30 days of written notice, you may be entitled to a partial refund proportionate to the undelivered work. This does not apply where delays are caused by factors outside our control, including waiting for client input.

3.6 Chargebacks

If you initiate a chargeback or payment dispute for work that has been delivered, we reserve the right to suspend access to all services and Deliverables until the dispute is resolved. You agree to contact us directly to resolve any payment concerns before disputing a charge with your bank or card provider. Frivolous or bad-faith chargebacks may result in termination of the agreement and pursuit of the outstanding balance plus any fees incurred.

4. Project Delivery

4.1 Timeline

Estimated timelines are provided in good faith based on typical project complexity. Actual delivery depends on:

• Timely provision of information and assets by you
• Prompt feedback and approvals
• Scope remaining as agreed

We will notify you if delays are anticipated.

4.2 Your Responsibilities

To ensure successful delivery, you agree to:

• Provide all necessary information, assets, and access promptly
• Respond to queries and feedback requests within reasonable timeframes
• Designate a single point of contact with authority to make decisions
• Review and approve deliverables at agreed milestones

Delays caused by late provision of information may affect the timeline and may incur additional charges.

4.3 Our Responsibilities

We will:

• Deliver the Project with reasonable skill and care
• Keep you informed of progress
• Flag any issues or concerns promptly
• Provide reasonable support during the build phase

4.4 Acceptance and Sign-Off

We will present Deliverables for your review at agreed milestones.

Forms of Acceptance: We accept sign-off in the following forms:

• Written approval via email
• Approval through our project management system
• Verbal confirmation (in person, phone, or video call)
• Continued engagement that implies acceptance (e.g., requesting next-stage work)

Disputed Sign-Off: If there is later disagreement about whether sign-off was given, our project records (including call notes, emails, and system logs) will be considered authoritative.

4.5 Project Progression

To prevent projects stalling, the following applies:

Awaiting Client Input: If we are waiting for information, assets, feedback, or decisions from you for more than 14 days, we may:

• Send a formal reminder with a 7-day deadline
• After the deadline, proceed based on reasonable assumptions, or
• Place the project on hold

On-Hold Projects: Projects placed on hold due to client delays may be subject to:

• A re-engagement fee to resume work
• Revised timelines
• Re-scoping if significant time has passed

Automatic Progression: Where we have presented work for review and received no response within the review period, we will proceed to the next stage. You accept that changes to previously-approved stages may incur additional charges.

5. Intellectual Property

5.1 Ownership of Deliverables

Upon full payment:

Workflows and automations are licensed for your use on the Platform only. They may not be exported, resold, or transferred to other systems without our written consent.

5.2 NotLuck Retains Rights To

• General methodologies, techniques, and know-how
• Template structures and frameworks (anonymised)
• Any pre-existing materials or third-party components
• The right to reference the Project in our portfolio (unless otherwise agreed)

5.3 Third-Party Components

Your Project may include third-party software, services, or integrations. These remain subject to their respective terms and licences.

5.4 Platform Dependency

6. Platform and Ongoing Costs

6.1 Subscription Fees

If your Project includes ongoing platform access, monthly subscription fees apply as stated in your Proposal. These are separate from the Project fee.

6.2 Usage Charges

Certain platform features incur usage-based charges (e.g., SMS, calls, WhatsApp, AI features). Current rates are published at notluck.co.uk/usage-charges.

6.3 Third-Party Costs

Some integrations require separate accounts or subscriptions with third-party providers (e.g., Stripe, Twilio, Meta). These costs are your responsibility and are not included in our fees unless explicitly stated.

7. Support and Maintenance

7.1 Build Phase Support

During the Project, support is included as part of the agreed scope.

7.2 Post-Launch Support

Following project completion:

• Included: 14 days of bug fixes for issues caused by our work
• Not included: Changes to requirements, new features, user error

7.3 Ongoing Support

Ongoing support and maintenance is available under a separate support agreement or ad-hoc basis at our standard hourly rate.

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to keep confidential any proprietary information disclosed during the Project, including:

• Business strategies and plans
• Customer data and lists
• Financial information
• Technical specifications

8.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available (not through breach)
• Was known before disclosure
• Is independently developed
• Is required by law to be disclosed

9. Data Protection

9.1 Compliance

Both parties will comply with applicable data protection legislation, including UK GDPR.

9.2 Your Data

You remain the data controller for any personal data processed through your Platform account. We act as a data processor where we handle data on your behalf.

9.3 Our Access

We may access your account and data as necessary to deliver the Project. This access is subject to our Privacy Policy.

10. Limitation of Liability

10.1 Cap on Liability

Our total liability arising from or in connection with the Project shall not exceed the total fees paid by you for the Project.

10.2 Exclusions

We are not liable for:

• Loss of profits, revenue, data, or anticipated savings
• Indirect, consequential, or special damages
• Third-party claims against you
• Issues caused by third-party platforms or services
• Losses arising from your breach of these Terms

10.3 Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

11. Termination

11.1 Termination by You

You may terminate the Project at any time by giving written notice. You will be liable for:

• All work completed to date
• Any committed costs or third-party expenses
• The non-refundable deposit

11.2 Termination by Us

We may terminate immediately if:

• You fail to pay any amount when due
• You breach these Terms and fail to remedy within 14 days of notice
• You become insolvent or enter administration

11.3 Effect of Termination

On termination:

• You pay for all work completed
• We deliver any completed Deliverables (subject to payment)
• Both parties return confidential information

12. General Provisions

12.1 Entire Agreement

These Terms, together with the accepted Proposal, constitute the entire agreement between us.

12.2 Amendments

Changes to these Terms must be agreed in writing.

12.3 Assignment

You may not assign your rights under this agreement without our consent.

12.4 Severability

If any provision is found invalid, the remaining provisions continue in effect.

12.5 Waiver

Failure to enforce any provision does not waive our right to enforce it later.

12.6 Governing Law

These Terms are governed by English law. Disputes are subject to the exclusive jurisdiction of the English courts.

13. Contact