Terms of Service

These Terms of Service ("Terms") govern the provision of services by Morgan Burke, trading as Cainan ("Cainan", "we", "us", "our"), to clients ("you", "the client"). By engaging our services, requesting a quote, or paying a deposit, you agree to these Terms.

These Terms apply to both of Cainan's service lines: bespoke website builds for small businesses, and freelance contract engineering for teams. Where a term applies specifically to one service line, it is labelled accordingly.

If you have any questions about these Terms before engaging us, please ask at hello@cainan.studio.

Website builds. We design and build bespoke websites for sole traders and small businesses. Each project is scoped individually; the exact deliverables, pages, and features are agreed in writing before work begins.

Contract engineering. We provide freelance full-stack engineering services on a day-rate, retainer, or fixed-project basis, embedding with your team to design, build, and ship software. The scope of engagement is agreed in writing before work begins.

We do not guarantee availability and may decline to take on any engagement at our discretion. Indicating interest or requesting a quote does not create a binding obligation on either party.

All quotes are provided in writing (including by email) and are valid for 30 days from the date of issue unless stated otherwise. A quote sets out the scope of work, the price, and any assumptions or exclusions.

A contract is formed when you confirm acceptance of the quote in writing and pay the initial deposit (for website builds) or when the engagement letter is signed by both parties (for contract engineering). We will not begin work before this.

Any work requested beyond the agreed scope will be quoted separately and requires your written approval before we proceed.

Website builds

Payment is split into two instalments:

• —50% deposit: Due before work begins. Work will not commence until this is received.
• —50% final payment: Due on completion — when the finished website has been reviewed and approved by you, before it is made publicly live.

Contract engineering

Day-rate and retainer work is invoiced monthly in arrears. Fixed-project work is invoiced per the milestone schedule agreed in the engagement letter.

All services

Invoices are due within 14 days of issue unless agreed otherwise. Late payments attract interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998, plus reasonable recovery costs.

Prices are quoted exclusive of VAT (where applicable). Where VAT is chargeable, it will be shown separately on the invoice.

Indicative timelines are provided in good faith but are estimates, not guarantees. Timelines depend on your timely provision of content, feedback, and approvals. Delays on your side will extend the project timeline accordingly.

We will notify you promptly if we anticipate a material delay on our side and explain the reason.

Website builds specifically: The site will not go live until you have reviewed it and given written approval. Approval of the completed site constitutes acceptance of the work and triggers the final payment.

You own what we build. Upon receipt of final payment in full, all intellectual property rights in the deliverables — including code, design, content (where we created it), and the website itself — are assigned to you absolutely.

Before final payment is received, we retain all rights in the work in progress. We grant you a limited licence to use and review the work for approval purposes only.

Third-party components. Where we use open-source libraries, frameworks, typefaces, or other third-party components, those are subject to their own licences (typically MIT, Apache, or similar). We will use only components with licences that permit commercial use in client projects, and we will document any dependencies as part of the hand-over.

Our prior work. We retain ownership of any general-purpose tools, methodologies, and know-how developed independently prior to or outside of your engagement. This does not affect your ownership of the specific deliverables built for you.

Portfolio. Unless you ask us not to in writing, we may mention your project in our portfolio and marketing materials after the site is live, without disclosing any confidential information.

We treat all information shared with us about your business, customers, systems, and strategy as confidential. We will not disclose it to third parties without your consent, except where required by law or where it is already publicly known.

If your project requires it, we are happy to sign a mutual Non-Disclosure Agreement before you share sensitive details. Request one at hello@cainan.studio.

Nothing in these Terms limits or excludes liability that cannot be excluded by law, including liability for death or personal injury caused by negligence, fraud, or any other liability that cannot lawfully be limited.

Subject to the above, our total liability to you arising out of or in connection with any engagement — whether in contract, tort (including negligence), or otherwise — is limited to the total fees paid by you to us under that engagement in the 12 months preceding the claim.

We are not liable for any indirect, consequential, or special loss, including loss of profit, loss of business, loss of data, or reputational damage, even if we were advised of the possibility of such loss.

We are not responsible for third-party platforms, hosting providers, domain registrars, or services outside our direct control.

If you are a consumer under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), you may have rights and guarantees that cannot be excluded, restricted, or modified by these Terms. Nothing in these Terms is intended to exclude or limit those rights.

In particular, you may have rights under the consumer guarantees provisions of the ACL relating to the supply of services (sections 60–63 of the ACL). To the extent permitted by law, our liability for a failure to comply with a consumer guarantee is limited to:

• —resupplying the services, or
• —paying the cost of having the services resupplied.

Nothing in these Terms is intended to mislead you about your rights under the ACL. If you have any questions, the Australian Competition and Consumer Commission (ACCC) can provide information at accc.gov.au.

By the client. You may terminate an engagement at any time by written notice. You will owe payment for all work completed up to the date of termination, plus any non-refundable costs incurred on your behalf (such as third-party licences or domain registrations). The deposit paid for a website build is non-refundable if work has commenced.

By Cainan. We may terminate an engagement by written notice if: you materially breach these Terms and fail to remedy the breach within 14 days of notice; payment is overdue by more than 30 days; or circumstances outside our control make it impossible to continue. We will complete and deliver all work for which full payment has been received.

Clauses relating to intellectual property, confidentiality, payment, and liability survive termination.

These Terms are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales, except that nothing prevents either party from seeking urgent injunctive relief in another jurisdiction.

For clients in Australia, nothing in this clause overrides any non-excludable rights you hold under Australian law, including the right to take a dispute under the Australian Consumer Law to the relevant state or territory consumer tribunal.

Before commencing any formal proceedings, both parties agree to attempt to resolve disputes in good faith by direct discussion for a period of at least 30 days.

We may update these Terms from time to time. The version in force at the time your engagement commences applies to that engagement. Material updates will be reflected in the "Last updated" date above.

Questions about these Terms should be directed to: hello@cainan.studio.

These Terms do not constitute legal advice. We recommend taking independent legal advice if you have any concerns about them before entering into an engagement.