FREELANCE SERVICE AGREEMENT

This Freelance Service Agreement ("Agreement") is entered into as of 1 June 2026 ("Effective Date") by and between:

CLIENT:

Acme Consulting Ltd, a company registered in England and Wales

Registered address: 12 Cannon Street, London, EC4N 6JJ

("Client")

CONTRACTOR:

Jane Smith, a freelance designer and developer

Address: 47 Maple Road, Bristol, BS1 4DT

("Contractor")

RECITALS

The Client wishes to engage the Contractor to perform certain services as described herein, and the Contractor is willing to perform such services on the terms and conditions set out in this Agreement.

1. SERVICES AND DELIVERABLES

1.1 The Contractor agrees to provide the following services (the "Services"):

Full website redesign including UX research, UI design, and front-end development for acmeconsulting.co.uk.

1.2 The Contractor shall deliver the following ("Deliverables"):

- Wireframes for all key pages

- UI design files in Figma (desktop and mobile)

- Fully coded responsive website using agreed technology stack

- Deployment to staging environment

- One round of revisions per deliverable stage

1.3 All work shall be completed within 3 months of the Effective Date unless otherwise agreed in writing.

2. FEES AND PAYMENT

2.1 In consideration for the Services, the Client shall pay the Contractor a fixed fee of £8,500 (eight thousand five hundred pounds) exclusive of VAT.

2.2 The fee shall be payable as follows:

- 30% (£2,550) upon signing of this Agreement

- 30% (£2,550) upon approval of design files at project midpoint

- 40% (£3,400) upon final delivery and handover

2.3 Invoices shall be payable within 14 days of the invoice date ("Net 14").

2.4 In the event of late payment, the Contractor reserves the right to charge interest at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

2.5 A late payment fee of 2% of the outstanding amount shall apply to any invoice unpaid after 30 days.

3. INTELLECTUAL PROPERTY

3.1 Upon receipt of full and final payment of all sums due under this Agreement, all intellectual property rights (including copyright) in the Deliverables shall vest in the Client absolutely.

3.2 Until full payment has been received, all intellectual property rights in the Deliverables remain the property of the Contractor, and the Client shall have no right to use, copy, or distribute the Deliverables.

3.3 The Contractor retains the right to display the completed work in their portfolio unless the Client requests otherwise in writing within 30 days of project completion.

3.4 The Contractor warrants that the Deliverables do not infringe the intellectual property rights of any third party.

4. CONFIDENTIALITY

4.1 Each party agrees to keep confidential all information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information").

4.2 The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, and shall use the Confidential Information solely for the purposes of this Agreement.

4.3 The confidentiality obligations set out in this clause shall survive termination of this Agreement for a period of 2 years.

4.4 The following shall not be considered Confidential Information: information that is or becomes publicly available through no fault of the receiving party; information already known to the receiving party prior to disclosure; information independently developed by the receiving party.

5. INDEPENDENT CONTRACTOR STATUS

5.1 The Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Contractor is responsible for all taxes, National Insurance contributions, and other statutory obligations arising from the fees received under this Agreement.

5.2 Nothing in this Agreement shall create an employment relationship, and the Client has no obligation to offer continued work after the term of this Agreement.

6. OBLIGATIONS OF THE CLIENT

6.1 The Client shall provide the Contractor with timely access to all information, materials, and assets reasonably required to perform the Services.

6.2 The Client shall designate a single point of contact for the purposes of this Agreement and shall respond to Contractor requests within 3 business days.

6.3 Delays caused by the Client's failure to provide information or approvals shall not constitute a breach by the Contractor, and may result in a corresponding extension to the delivery schedule.

7. REVISIONS AND CHANGES

7.1 Each deliverable stage includes one round of minor revisions (defined as changes that do not alter the fundamental scope or direction of a deliverable).

7.2 Material changes to the agreed scope shall be subject to a separate change order agreement, signed by both parties, which may include additional fees and timeline adjustments.

8. TERMINATION

8.1 Either party may terminate this Agreement by giving 14 days' written notice to the other.

8.2 The Client may terminate immediately for material breach by the Contractor, provided the Client has given written notice of the breach and the Contractor has failed to cure it within 10 business days.

8.3 The Contractor may terminate immediately and retain all fees paid to date if the Client fails to make any payment within 21 days of its due date.

8.4 Upon termination, the Client shall pay for all Services performed and Deliverables provided up to the date of termination, calculated on a pro-rata basis.

9. CANCELLATION COMPENSATION

9.1 In the event the Client cancels this Agreement after commencement of work but before delivery of the final Deliverable, the Client shall pay the Contractor a cancellation fee equivalent to 50% of the outstanding balance at the time of cancellation.

9.2 The parties agree that this cancellation fee represents a genuine pre-estimate of the losses the Contractor will suffer, including lost opportunity cost and unrecoverable preparation time.

10. LIMITATION OF LIABILITY

10.1 Neither party shall be liable to the other for any indirect, consequential, or special loss or damage arising out of or in connection with this Agreement.

10.2 The total liability of the Contractor to the Client under this Agreement shall not exceed the total fees paid by the Client under this Agreement.

11. WARRANTIES

11.1 The Contractor warrants that:

(a) the Services will be performed with reasonable care and skill;

(b) the Contractor has the right to enter into this Agreement;

(c) the Deliverables will conform in all material respects to the agreed specification.

11.2 The Client warrants that:

(a) it has the right to enter into this Agreement;

(b) all materials and information provided to the Contractor are accurate and do not infringe any third party rights.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

12.2 Any dispute arising out of or in connection with this Agreement shall first be subject to good faith negotiation between the parties. If the dispute is not resolved within 30 days, either party may refer it to the courts of England and Wales.

13. ENTIRE AGREEMENT

13.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, or agreements.

13.2 Any variation of this Agreement must be in writing and signed by both parties.

14. NOTICES

14.1 Any notice under this Agreement shall be in writing and sent by email or recorded delivery to the addresses set out above, or such other address as either party notifies to the other in writing.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CLIENT: Acme Consulting Ltd

Signature: _________________________________

Name: _____________________________________

Title: ______________________________________

Date: ______________________________________

CONTRACTOR: Jane Smith

Signature: _________________________________

Name: Jane Smith

Date: ______________________________________