Terms of service

These terms apply to work we carry out for you. The confidentiality section applies earlier, from the first time you tell us about a project. They are written to be read, not to be survived. If any part of this does not match what you were told in conversation, tell us at hello@daydreamlabs.co.uk and we will sort it out before you sign anything.

Who you are contracting with

Work is carried out by DayDream Labs Ltd, a company registered in England and Wales under company number15967412, with its registered office at 20 Wenlock Road, London N1 7GU, trading as DayDream Labs. In these terms, "we" and "us" mean that company, and "you" means the client named in the proposal or, in the confidentiality section, anyone who tells us about a project.

Quotes and how the price is fixed

We do not quote before we understand the job. Discovery comes first, and it carries on until the requirements are genuinely understood on both sides. What comes out of discovery is a written specification.

For a website, discovery is not billed. For a web application there is a fixed discovery fee of £400. For a platform the discovery fee is under £1,000, and for a flagship platform it is under £5,000; the exact fee is agreed with you in writing before discovery starts. If you go ahead with the build, the fee is credited in full against it. If you do not, the specification is yours on payment of the fee, written so that any competent developer can build from it.

The quote we give against that specification is fixed. It does not move because the work turned out to take longer than we expected, and it does not move because we underestimated something. It moves only if you change what you are asking for in a way that genuinely alters the agreed scope, and only after we have told you and you have agreed. A quote is open for 30 days from the date we send it.

Milestone payments

Projects are broken into milestones, set out in the proposal with what each one delivers. Apart from any discovery fee, you pay as each milestone is delivered and accepted, not up front. Where a deposit is required to reserve a start date, the proposal says so and says how much.

Invoices are payable within 14 days unless the proposal says otherwise. If an invoice goes unpaid, we may pause work on the project until it is settled, and we will tell you before we do. We reserve the right to charge statutory interest and recovery costs on overdue commercial invoices under the Late Payment of Commercial Debts (Interest) Act 1998.

Prices are in pounds sterling. Any third-party costs that you have to pay directly — domain registration, paid software licences, a payment provider's transaction fees — are identified in the proposal and are not included in our price.

What "reasonable changes absorbed" means

We absorb reasonable changes without raising a new invoice. That is a real commitment, so it is worth being precise about what it covers.

Absorbed. Refining copy and content. Adjusting layout, spacing, colour and typography. Swapping images. Reordering or renaming things. Tightening how a screen behaves. Correcting something we built that does not match the agreed specification — that is a defect, and defects are always fixed at our cost. In short: making the agreed thing better.

Not absorbed. New pages, screens or features that are not in the specification. New integrations with third-party systems. A change of platform, framework or hosting model after build has started. Rebuilding something already delivered and accepted because you have changed direction. Work caused by content or access you agreed to provide arriving late or not at all. In short: changing what the thing is.

We will never do the second kind quietly and invoice you afterwards. If we think a request crosses the line, we tell you before we start it, with what it would cost and what it does to the timeline, and you decide.

Your responsibilities

We need content, feedback, approvals and access to any accounts the work depends on, within the timescales agreed in the proposal. You confirm that anything you give us to use — text, images, logos, data — is yours to use or properly licensed. Where a project stalls because we are waiting on you, the delivery dates move by at least the length of the delay.

Who owns the work

On receipt of the final payment for a project, all intellectual property rights in the bespoke work we produced for it transfer to you outright: the source code we wrote, the designs, the repository and the credentials. There is no ongoing licence fee, and we do not retain the work as leverage. Until final payment is received, those rights remain with us and you have a licence to use the delivered work for review and testing only.

The carve-out, stated plainly. No project is built entirely from scratch. Every build sits on third-party and open-source components — frameworks, libraries, fonts, hosted services, plugins. We cannot transfer ownership of those to you, because they are not ours to give. They stay with whoever owns them and reach you under their own licences, which we tell you about and which we make sure permit the use your project makes of them. The same applies to any general tooling, boilerplate or internal utilities of ours that appear in the build: you get a perpetual, irrevocable, royalty-free licence to use, modify and host them as part of your project, but not ownership of them in their own right.

We would like to show the finished work in our portfolio and refer to you as a client. If you would rather we did not, say so and we will not. Nothing we show will include your confidential information.

Confidentiality

Anything you tell us about your project is confidential. This section applies from the first time you tell us about it, whether that is in the brief on this site, an enquiry, an email or a call. It does not wait until you become a client, and it stays in force whether or not you go on to work with us.

Confidential information means anything about your business, your idea or your project that is not already public: what you want built and how it would work, your plans, your customers, your data and your figures. We will:

• use it only to understand what you need, to quote for it, and to build it if you go ahead;
• never use it for our own benefit or anyone else's, and never use it to build something for ourselves or another client;
• never disclose it to anyone except the service providers who store and deliver it for us, who are bound to keep it confidential;
• keep it secure, and delete it if you ask us to, unless the law requires us to keep a record.

This does not cover information that is already public or becomes public other than through us, information we already had or worked out independently without using yours, or anything a court or the law requires us to disclose. If that last case ever arises, we will tell you first where we are allowed to.

We build software for many businesses, and some of it will work in similar ways. Being told about an idea does not stop us building something similar for someone else, as long as we do not use your confidential information to do it.

If you would like a signed non-disclosure agreement before you tell us anything, ask and we will sign a reasonable one.

Hosting

Where a project includes hosting, the proposal says how long is included. Renewal after that period is agreed with you per project rather than published as a fixed figure, because what it costs genuinely depends on the project.

Year one of hosting is included. What it costs after that depends on how much your site actually uses — bandwidth, users, integrations, API calls. We work that out with you at the start, before we build, and it goes in your proposal in writing. No surprise invoice in month thirteen. The included year covers reasonable usage for a site of the size agreed in your proposal. If your traffic or storage grows well beyond that, we tell you what the extra would cost before it arises, and you choose whether to pay it or move the site to hosting of your own.

Hosting is not a lock-in. If you would rather host the site yourself or move it elsewhere at any point, the code and credentials are yours and we will help you move it.

Warranty and defects

We warrant that the work will materially match the agreed written specification. For 30 days after a project completes, we fix anything that does not, at no cost to you. That warranty does not cover changes you or somebody else makes to the code afterwards, failures in third-party services outside our control, or new requirements that appear after completion.

Limitation of liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, our total liability to you in connection with a project — whether in contract, tort including negligence, or otherwise — is limited to the total amount you have paid us for that project. We are not liable for loss of profit, loss of business, loss of anticipated savings, loss of goodwill, or for any indirect or consequential loss, however it arises.

You are responsible for keeping your own backups of any content and data you supply, and for the security of credentials handed over to you at completion.

Ending a project early

Either of us may end a project by writing to the other. If you end it, you pay for the milestones delivered and for work in progress on the current milestone up to that point, and everything delivered and paid for transfers to you as set out above. If we end it, we will not charge you for the milestone in progress.

General

These terms, together with your proposal and its written specification, are the whole agreement between us. Where the proposal and these terms conflict, the proposal wins for that project. If any part of these terms turns out to be unenforceable, the rest still applies. A person who is not a party to the agreement has no rights under it.

These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute. We would far rather pick up the phone first — you can reach us on 07795 664840 or at hello@daydreamlabs.co.uk.