Terms of Service

These Terms of Service (“Terms”) govern design, development, and related services (“Services”) provided by Northlight to you or the entity you represent (“Client”, “you”). By engaging Northlight — including by signing a proposal, paying a deposit, or instructing Northlight to begin work — you agree to these Terms. Where a separate signed agreement or proposal conflicts with these Terms, the signed agreement takes precedence.

1. Scope of work & functional specification

Before work begins, we agree on what is being built. Northlight will prepare a functional specification (the “Spec”) describing the features, pages, deliverables, and behaviour included in the project, based on our discussions. The Spec, once approved by you in writing (email is sufficient), defines the agreed scope of the project.

Delivery is measured against the approved Spec. When the deliverables meet the Spec, the relevant work is considered complete. Anything not described in the Spec is outside the agreed scope.

2. Changes & out-of-scope work

Requests that fall outside the approved Spec — new features, additional pages, redesigns, integrations, or changes to already-agreed requirements — are out of scope and are not included in the original price or timeline.

Northlight is happy to take on additional work. Out-of-scope requests are handled as a change request: Northlight will provide an estimate of the additional cost and any timeline impact, and the work proceeds once you approve it in writing. Out-of-scope work is billed separately, in addition to the original project fee. Substantial changes to the Spec may also extend agreed delivery dates.

3. Communication & collaboration

Work is carried out remotely. We communicate primarily online — email and messaging — at reasonable intervals agreed for the project. You agree to nominate a single point of contact with authority to approve the Spec, review deliverables, and sign off on change requests. Clear, timely communication from both sides is essential to keeping the project on schedule.

4. Client responsibilities

You agree to provide, in a timely manner:

• Content, text, images, branding assets, and any materials needed for the work;
• Access to any accounts, systems, or third-party services required;
• Prompt feedback, approvals, and sign-off at agreed review points.

You are responsible for ensuring you have the rights to any materials you supply. Delays in providing materials, feedback, or approvals may delay delivery and are not Northlight's responsibility.

5. Fees & payment

• Fees are set out in the proposal or quote for the project.
• Unless otherwise agreed, a non-refundable deposit is payable before work begins, with the balance due at agreed milestones and/or on completion before final delivery or launch.
• Invoices are payable within 14 days unless stated otherwise.
• Late payments may incur interest and/or a pause of work until the account is brought up to date. Work does not resume, and deliverables are not released, while payment is overdue.
• Fees are exclusive of any applicable taxes and third-party costs.

6. Timelines

Any dates Northlight provide are good-faith estimates, not guarantees, and assume timely cooperation and materials from you. Timelines may shift due to change requests, delays on your side, or circumstances beyond Northlight's reasonable control.

7. Revisions

Reasonable revisions to bring a deliverable in line with the approved Spec are included. Revisions that go beyond the Spec, or repeated rounds of changes reflecting a change of direction, are treated as out-of-scope work under Section 2.

8. Intellectual property

Upon full payment of all fees due, ownership of the final deliverables created specifically for you transfers to you. Until full payment is received, Northlight retains all rights in the work.

Northlight retains ownership of any pre-existing materials, tools, libraries, and general know-how used to produce the work, and of any third-party or open-source components, which remain subject to their own licences. Northlight reserves the right to display and describe the completed work in Northlight's portfolio and marketing, unless we agree otherwise in writing.

Unless otherwise agreed in writing, deliverables do not include source code. Northlight retains the right to reuse and repurpose source code, components, and techniques developed in the course of this engagement in other projects and for other clients.

9. Confidentiality

Northlight will keep non-public information you share confidential and use it only to deliver the Services. This does not apply to information that is or becomes public through no fault of Northlight, or that Northlight is required to disclose by law.

10. Warranty & support

Northlight will re-perform work that materially fails to meet the approved Spec if you report it within 30 days of delivery, at no additional charge. This does not cover issues caused by changes made by you or third parties, out-of-scope requests, or faults in third-party services. Ongoing maintenance and support can be arranged under a separate agreement.

11. Third-party services

Projects may rely on third-party services (for example hosting, email, payment, or analytics providers). Those services are governed by their own terms and pricing, and Northlight is not responsible for their availability, performance, or actions.

12. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud. Subject to that, and to the maximum extent otherwise permitted by law, Northlight's total liability arising out of or in connection with the Services is limited to the fees actually paid by you for the project giving rise to the claim. Northlight is not liable for indirect, incidental, or consequential losses, including lost profits, revenue, data, or business.

13. Termination

Either party may terminate a project with written notice. On termination, you agree to pay for all work completed and any non-cancellable costs incurred up to the termination date. Deposits are non-refundable. Sections relating to payment, intellectual property, confidentiality, and liability survive termination.

14. Governing law

These Terms are governed by the laws of the Hong Kong Special Administrative Region, and any disputes are subject to the exclusive jurisdiction of the Hong Kong courts.

15. Contact

Questions about these Terms? Get in touch at hello@northlight.world.