NutshellBytes
· Legal ·

Terms and conditions

The ground rules for using this site and for working with us: what each side commits to, who owns what at the end, and what happens when something goes wrong.

Last updated 19 August 2026Applies to this website and every client engagementQuestionshello@nutshellbytes.com
At a glance
IP on final payment

Yours

Ownership of everything we build for you transfers to you once the final invoice is paid in full.

Warranty period

30 days

Defects in delivered work are fixed free for 30 days after final handover. A genuine bug is never your bill.

Invoice terms

14 days

Invoices are due 14 days from issue, and late payment pauses work rather than triggering a penalty spiral.

Liability cap

Fees paid

Our total liability is capped at what you paid us in the 12 months before the claim.

The short version
These terms do two jobs. Read casually, they govern your use of this website: what you may do with what is published here and what we promise about it, which is honestly not much, because it is a marketing site.
Read seriously, they set the default legal framework for engagements with Nutshell Bytes. They cover scope, payment, intellectual property, confidentiality, warranties, and the limits of what either side is on the hook for.
A signed proposal, statement of work, or master services agreement always takes precedence over this page. These terms fill the gaps rather than override the document you actually signed, so nothing here quietly reduces what you were promised in writing.
We have kept the drafting plain. Where a clause carries real commercial weight, such as the liability cap or the intellectual property transfer, we have said so directly instead of burying it.
Ask about a specific clause
Who owns what

Intellectual property, settled up front.

AssetDuring the projectAfter final paymentNotes
Custom codeLicensed to you for review and testingOwned by you outrightAssigned in full on payment of the final invoice
Design filesOurs, shared with you as we workOwned by you outrightSource files handed over, not just exports
Our pre-existing toolsOursOurs, licensed to you perpetuallyInternal libraries and boilerplate we bring to every project
Open-source componentsGoverned by their own licencesGoverned by their own licencesWe tell you what is included and under which licence
Your content and brandYoursYoursWe only use it to deliver the work you asked for
Work shown publiclyNothing published without permissionCase study by agreementWe ask first, every time, and take no for an answer

Transfer happens on payment of the final invoice, not on delivery. Until then you hold a licence to use the work for review and internal evaluation, which is what lets us keep building before the account is settled.

The terms in full
01

Acceptance of these terms

By browsing this website you accept the parts of these terms that concern the site itself. By signing a proposal or statement of work with us, you accept the whole of them as the framework around that document.

If you are agreeing on behalf of a company, you confirm you have the authority to bind it. If you do not have that authority, do not sign, and tell us who does so we can send it to the right person.

02

Use of this website

You may read, share, and quote the content on this site, including our writing, with attribution. What you may not do is republish it wholesale as your own, scrape it to train a commercial model, or use it to imply a partnership or endorsement that does not exist.

You agree not to attempt to breach the site, probe it for vulnerabilities without permission, or use the contact form to send bulk or automated messages. If you have found a genuine security issue, we want to hear about it: write to us and we will thank you properly rather than reach for a lawyer.

The site is provided as it is. We work hard on accuracy and uptime but do not warrant that it will be uninterrupted, error-free, or continuously current.

03

How engagements work

Every engagement starts with a written scope: what we are building, what is explicitly excluded, what we need from you, and when each part lands. That document, not a conversation or an email thread, defines what is owed.

We deliver in milestones with review points, so problems surface while they are still cheap to fix. Work is performed by our team; where we use a specialist subcontractor, we remain fully responsible for their work and they are bound by the same confidentiality terms.

We do not commit to business outcomes such as traffic, rankings, conversions, or revenue. We commit to building what the scope describes, to a professional standard, on the agreed schedule.

04

What we need from you

Timely feedback, content, access, and decisions. Most projects that slip do so waiting on one of these four, not on engineering.

A single named decision-maker with the authority to approve work. Design by committee without a tiebreaker is the most reliable way to burn a budget.

Confirmation that any content, images, fonts, or data you provide is yours to use. You indemnify us against third-party claims arising from material you supplied, because we have no way to verify provenance for content we did not create.

Where your delay stops us working, we may reallocate the team and reschedule your remaining milestones to the next available window. We will always warn you before that happens rather than quietly deprioritising you.

05

Changes to scope

Scope changes are normal and we do not treat them as a problem. Requests outside the agreed scope are quoted as a written change order with their own cost and schedule impact, and we do not start them until you approve it.

Small adjustments that cost nothing meaningful, we simply absorb. We do not run a billing meter over every email, and we will tell you clearly when a request has crossed from adjustment into new work.

06

Fees and payment

Fees, milestones, and currency are set in your statement of work. Unless it says otherwise, invoices are due 14 days from issue.

Quoted prices exclude VAT, sales tax, and any local withholding, which are added or accounted for as the applicable law requires. Third-party costs such as hosting, licences, and paid APIs are yours and are either billed at cost or purchased directly by you.

If an invoice is more than 14 days overdue we may pause work and hold delivery of pending milestones after giving written notice. We prefer a conversation about cash flow to a suspended project, so tell us early if timing is difficult and we will usually work with you.

Interest on late payment may be charged at the statutory rate in our jurisdiction. It exists to make deliberate non-payment expensive, not as a revenue line.

07

Intellectual property

On payment of the final invoice, we assign to you all rights in the custom code, designs, and deliverables created specifically for you. You own them, you can modify them, and you can take them to another agency without asking us.

We keep ownership of the general tools, internal libraries, and boilerplate we bring to every project, plus the know-how in our heads. You receive a perpetual, worldwide, royalty-free licence to use those components as part of your deliverable, which means nothing you own stops working if we part ways.

Open-source components remain under their own licences. We tell you what is included and under what terms, so nothing surprising is buried in your dependency tree.

Until the final invoice is paid, we retain ownership and you hold a licence to use the work for review and internal evaluation only.

08

Confidentiality

Each side keeps the other’s confidential information confidential, uses it only for the project, and protects it as carefully as its own. This survives the end of the engagement.

It does not cover information that is already public, that the receiving side already knew, that is independently developed without reference to the disclosure, or that a court or regulator compels. Where we are compelled to disclose, we will tell you first unless the law forbids it.

We are happy to sign your NDA. We are also happy to start without one and rely on this clause, which does the same job.

09

Warranties and defects

We warrant that the work will conform materially to the agreed specification and be performed with reasonable skill and care by people competent to do it.

For 30 days after final handover, we fix defects in delivered work at no cost. A defect means the work does not do what the specification says. It does not mean a new feature, a change of mind, or a problem caused by someone else editing the code after handover.

Beyond that period and outside a support agreement, fixes are billable at our standard rates. We will always tell you which category a problem falls into before doing the work, and we do not invent defects to fill a quiet week.

Except as stated here, and to the extent the law allows, we exclude all other warranties, express or implied.

10

Limitation of liability

Neither side is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, or loss of data, however it arises.

Our total aggregate liability under an engagement is capped at the total fees you paid us in the 12 months before the claim. This cap is a deliberate part of the commercial bargain: it is what makes the price what it is.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited. Where you contract as a consumer, your statutory rights are unaffected by anything on this page.

11

Ending an engagement

Either side may terminate with 14 days written notice. Either side may terminate immediately if the other commits a material breach and fails to fix it within 14 days of being told, or becomes insolvent.

On termination you pay for work delivered and in progress up to that date, and any balance in either direction is reconciled in writing. The refund position is set out in full in our refund policy.

We hand over everything paid for in full: repositories, design files, documentation, and credentials for services in your name. We do not hold work hostage over a disputed balance.

Clauses that are meant to outlive the engagement do so: intellectual property, confidentiality, liability, and payment obligations already accrued.

12

Events outside our control

Neither side is in breach for delays caused by events genuinely beyond reasonable control: infrastructure outages at a scale we cannot route around, natural disasters, war, or a change in law that makes performance unlawful.

If such an event lasts more than 30 days, either side may terminate and reconcile the account as if the engagement had ended by notice. We will not use this clause to excuse ordinary project problems, which are our responsibility to manage.

13

Disputes and governing law

If something goes wrong, raise it with us directly and we will assign a named person to resolve it. Most disputes come from a differing reading of the scope document and are settled in one conversation.

If direct discussion fails, both sides agree to attempt mediation in good faith before starting proceedings.

The governing law and jurisdiction for an engagement are those named in your signed agreement. Where none is named, the law of our place of incorporation applies, and the courts there have exclusive jurisdiction.

14

General

If any clause is found unenforceable, the rest stays in force and the offending clause is read down to the narrowest version that works.

Neither side may assign the agreement without the other’s consent, except to a successor of substantially the whole business.

These terms and your signed statement of work form the entire agreement between us and supersede earlier discussions. Nobody is bound by a promise nobody wrote down.

Nothing here creates a partnership, joint venture, or employment relationship, and neither side may hold itself out as agent of the other.

15

Changes to these terms

We revise this page as our services change. The revision date at the top always shows the current version.

The version in force for your engagement is the one published on the day you signed, so a later edit never retroactively changes the deal you agreed to. Material changes affecting active clients are communicated by email before they take effect.

How an engagement runs

Four stages, each with a written checkpoint.

01

Scope and sign

A written statement of work: deliverables, exclusions, dependencies, timeline, and fees. Nothing starts until both sides have signed it.

02

Build in milestones

Work is delivered in reviewable stages. Each milestone has a handover, a review window, and an invoice tied to what was actually delivered.

03

Handover and payment

Final delivery, documentation, and credentials. Ownership of everything built for you transfers on payment of the final invoice.

04

Warranty and support

Thirty days of free defect fixes, then an optional support agreement if you want ongoing capacity rather than ad-hoc rates.

What people ask before signing

The clauses worth reading twice

The questions that come up in almost every contract review, answered before your lawyer has to ask them.

Yes. On payment of the final invoice, full ownership of the custom code and design work made for you transfers to you. You can modify it, sell it with your business, or hand it to another agency without our involvement. The only exceptions are our general-purpose internal tooling and any open-source dependencies, which come to you under a perpetual licence and their own licences respectively, so nothing stops working.

Want these terms reviewed with you?

Send us your questions or your own contract. We read client paper properly and answer clause by clause.