Terms of service

Petal & Code is the trading name of Petal & Code Ltd, company number 17405589, registered in England and Wales, run by me, Rosie Jaeger. These terms apply when you work with me on a project. They sit alongside the documents I send you for your own project. Where you have signed a services agreement, that agreement is what applies and takes precedence over both this page and any earlier proposal. Where there is no signed agreement, your proposal takes precedence over this page, because it is the one written for your project. Below, “your agreement” means whichever of those two applies to you.

You can reach me at rosie.jaeger@petalandcode.com. Registered office: 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. This is also included on every invoice.

These terms are written for business clients. If you are hiring me as a private individual rather than for a business, your statutory consumer rights apply in full and nothing here takes them away.

Things you send me

Copy, logos, photographs, brand assets, data: whatever you send me for the project stays yours. By sending it you are confirming you have the right to use it and to let me use it, which matters most with photography and typefaces, where licences are easy to overlook.

You are giving me permission to use those materials for the purpose of doing your project, and nothing else. If anything turns out to be something you did not have the rights to, I will take it out of the work.

If I bring someone in

I do the design and the build myself. Occasionally a project needs a specialist, an illustrator or a photographer for instance, and where that happens I bring one in. I choose them, I brief them, I check their work, and you deal with me throughout. They are held to the same confidentiality I am, and I stay responsible to you for everything delivered, including anything they contribute.

Nobody I bring in is given access to your workspace, your accounts or the code. They are briefed on the piece they are making, they deliver it to me, and I am the one who puts it into your project.

The work I deliver

Ownership of the designs and code I make specifically for you passes to you once the final invoice is paid. Until then the work stays mine, which is the only real protection a one-person studio has.

Some things I bring with me rather than make for you: my own components, snippets and tooling, built up across projects. Those stay mine. You get a perpetual, irrevocable, royalty-free licence to keep using them as part of your project, including if someone else takes over maintaining it later.

Anything that came with its own licence, like a typeface or a stock image, is governed by that licence rather than by this page.

Unless you ask me not to, I may show finished work in my portfolio and on social media once it is live. Just say if you would rather I did not, or if you need me to hold off until a launch date.

Revisions and scope

Unless your agreement says otherwise, each stage of the work includes two rounds of revisions. A round means you send your comments together and I work through them in one go, rather than a running stream of individual changes.

If you want more than that, or you want to change direction after a stage has been signed off, that is completely fine. I will tell you what it adds before I start it, and it goes on the next invoice rather than appearing as a surprise at the end.

Where your agreement names a date, that date assumes the included rounds are used and that feedback comes back when we agreed. Extra rounds move the dates that follow.

Payment

Projects are split 50/50: half to begin, half on delivery. That is the default and it applies unless your agreement sets out a different split, which it will do in full before you agree to anything. Larger projects are sometimes staged across more than two payments so they track the work rather than sitting far ahead of it.

The first payment is due before work starts, not 14 days after: your start date is the first working day after the agreement is signed and that payment has cleared. Every invoice after it is due within 14 days.

If an invoice is significantly overdue I may pause work until it is settled, and because ownership transfers on final payment, unpaid work stays mine. I would always rather have a conversation than do either of those things, so if cash flow is tight, tell me and we will find a way through it.

Timings

Dates I give you assume feedback comes back roughly when we agreed. If a review takes a fortnight instead of a couple of days, the end date moves by about the same amount. That is not me being difficult, it is just that I am one person with other projects booked around yours.

Feedback or sign-off on each stage is due within 5 working days. If nothing has come back 10 working days after I send you a written reminder, I treat that stage as approved so the project can carry on, and any payment tied to it falls due. I would much rather chase you than do that, so tell me if you need longer.

If the work is blocked for more than 30 days by something on your side, such as copy that has not arrived, a decision not made, or a system I cannot connect to, I may invoice for everything completed up to that point, and restarting is scheduled around whatever availability I have at the time. Past 90 days I treat the project as cancelled, on the terms in Ending things.

Your own copies

Please do not treat anything I send you as your only copy. Keep deliverables and files that matter to you somewhere of your own. I take reasonable care, but I am not offering a backup or archiving service.

Confidentiality

Anything you tell me that is not public stays between us: your plans, your figures, how your business is put together. The same applies the other way round to my pricing and my working files. Either of us can share it with people who genuinely need to see it, such as an accountant, a solicitor or a contractor working on the project, as long as they are held to the same. This carries on after the project ends.

Ending things

Either of us can stop the work by telling the other in writing. Either of us can also stop straight away if the other is in serious breach and has not put it right within 10 working days of being told.

However it ends, you pay for every stage already completed in full, for any stage under way in proportion to the work done, and for any third-party costs I have already committed on your behalf. Stages not yet started are not charged, and I return anything you have paid beyond that within 30 days. Payments are not refundable so far as they cover work already done, work under way, or costs already committed.

Where a discount was given for committing to a whole package, it was given for the whole package. If the project ends early, the work actually done is charged at my standard rates for those items rather than the discounted ones.

If something goes wrong

If I get something wrong, tell me and I will fix it. That is the first and usually the last step.

While a project is running, putting right a defect in my work, meaning anything that does not match the agreed scope or the designs you approved, is on me. It is not chargeable and it does not count as one of your revision rounds.

That carries on free of charge for 30 days after your project launches or is handed over, whichever comes first. After that I am still here: support is at my then-current hourly rate, with no retainer and no minimum. Your agreement sets the rate, and I tell you what a piece of work will cost before I start it. I am not responsible for third-party services going down, such as hosting or payments, or for changes you or someone else makes to the site after handover.

Where fixing it is not enough, and because this is a small independent studio rather than an agency, my total liability for a project is limited to the fees you have paid me for it. I am not liable for indirect or knock-on losses such as lost profit, lost business, lost data or lost goodwill.

Two things are not limited, because they cannot legally be: liability for death or personal injury caused by my negligence, and liability for fraud or fraudulent misrepresentation. Nothing on this page affects those.

Neither of us is liable for delay caused by something genuinely outside our control, as long as the other is told promptly.

Changes to these terms

I may update this page as the studio changes. The version that applies to your project is the one in place when you signed your agreement, so an update here does not change the deal we already agreed.

Law

These terms are governed by the law of England and Wales, and the courts of England and Wales deal with any dispute.

Questions

Anything here you would like explained or changed, email me at rosie.jaeger@petalandcode.com. I would much rather sort it out before we start than discover we read something differently halfway through.