Terms and Conditions

1. Definitions

In these Terms and Conditions:

• "Johny.ie", "we", "us", "our" means the sole trader operating under the name Johny.ie, based in Kildare, Ireland.
• "Client", "you", "your" means the individual or business engaging Johny.ie for services.
• "Services" means web design, web development, SEO services, web application development, email marketing, social media management, hosting and maintenance, or any other services agreed between the parties.
• "Project" means a specific piece of work agreed between the parties with a defined scope, timeline, and fee.
• "Proposal" means a written document setting out the scope, deliverables, timeline, and fees for a Project.
• "Deliverables" means the websites, code, designs, content, reports, or other outputs produced under a Project.
• "Intellectual Property" or "IP" means all copyright, design rights, patents, trade marks, and other proprietary rights.

2. Engagement and Agreement

These Terms govern all work performed by Johny.ie. They apply in addition to any Proposal or project-specific agreement. In the event of a conflict, the Proposal takes precedence for the specific Project it covers.

A binding contract is formed when:

• You sign or return an approved Proposal; or
• You make a deposit payment against an issued invoice; or
• You verbally instruct us to proceed and we confirm in writing (including email); or
• We commence work at your request.

We reserve the right to decline any enquiry or engagement at our discretion.

3. Services

3.1 Scope of services

The specific services, deliverables, timeline, and fees for each Project will be set out in a Proposal. Any work outside the agreed scope constitutes a variation and will be quoted and agreed separately before work commences.

3.2 Subcontractors

Johny.ie may engage suitably qualified subcontractors to assist with delivery. We remain fully responsible for the quality and delivery of all work. Subcontractors are bound by confidentiality obligations.

3.3 Your obligations

To allow us to deliver services effectively, you agree to:

• Provide all materials, content, access credentials, and information within agreed timelines
• Review and approve designs, mockups, and deliverables within the timeframes in the Proposal
• Ensure all content you provide does not infringe any third-party rights
• Notify us promptly of any changes to your requirements
• Designate a single point of contact with authority to approve decisions

Delays caused by your failure to provide materials or approvals on time may affect the Project timeline and may incur additional fees, for which we will provide written notice before charging.

3.4 Third-party services

We may recommend or integrate third-party products and services. We are not responsible for the performance, availability, or pricing of third-party services. Direct costs for third-party services are your responsibility unless explicitly stated as included in our fee.

4. Fees and Payment

4.1 Fees

Our fees are set out in the Proposal. All fees are in Euro (€) and are exclusive of VAT where applicable. As a sole trader below the Irish VAT registration threshold, VAT will not be added to invoices unless we notify you otherwise.

4.2 Payment terms

Unless otherwise stated in the Proposal, our standard payment terms are:

• 50% deposit required before work commences
• Remaining 50% due on project completion, before the final deliverable is transferred or made live
• Payment by bank transfer or such other method as agreed
• Invoice payment terms: 14 days from invoice date unless otherwise agreed

For ongoing monthly services (SEO retainers, hosting, maintenance), invoices are issued monthly and are due within 14 days.

4.3 Late payment

If an invoice remains unpaid after the due date, we reserve the right to:

• Charge interest on overdue amounts at 2% per month (compounding)
• Suspend all ongoing work until the outstanding balance is settled
• Take steps to recover the outstanding amount, including referral to a debt recovery service
• Withhold delivery of final files until full payment is received

4.4 Expenses

Any out-of-pocket expenses incurred in delivering the Project (third-party fonts, stock photography, premium plugins, domain registration, etc.) will be agreed with you in advance and invoiced at cost with no markup, unless included in the fixed fee.

5. Cancellation and Refunds

5.1 Cancellation by the Client

You may cancel a Project at any time by giving written notice to hello@johny.ie. The following applies:

• The deposit paid is non-refundable in all circumstances, as it reserves our time and covers the discovery and planning work commenced on your behalf
• If work completed beyond what the deposit covers at the point of cancellation, you will be invoiced for the proportion of work completed, calculated at our standard rate of €50 per hour
• If cancellation occurs after work has begun on the final deliverable, you will be invoiced for all work completed to that point
• All materials, code, or designs produced remain the property of Johny.ie until all outstanding invoices are paid in full

5.2 Cancellation by Johny.ie

We reserve the right to terminate a Project where:

• You fail to pay an invoice within 30 days of the due date
• You act in a manner that is abusive, threatening, or unreasonable
• The Project becomes technically or legally unfeasible
• Circumstances outside our control prevent delivery

If we cancel due to circumstances within our control, we will refund any fees paid in excess of work completed, calculated at our standard rate of €50 per hour.

5.3 No refunds on completed work

Once a deliverable has been signed off and made live, no refund will be issued for that deliverable. If you are dissatisfied with completed work, please raise concerns during the review and revision rounds included in your Proposal.

5.4 Revision rounds

Each Project includes a defined number of revision rounds as set out in the Proposal. Additional revisions beyond those included will be quoted and agreed separately. A revision is a reasonable change to agreed work — it does not include a change of direction, scope, or fundamental design concept (which constitutes a variation).

6. Intellectual Property

6.1 Transfer of ownership

Subject to full payment of all outstanding fees, Johny.ie assigns to you all intellectual property rights in the final Deliverables produced specifically for your Project, including website designs, copy written by us, and custom code written exclusively for your project.

6.2 What we retain

Notwithstanding Clause 6.1, Johny.ie retains:

• Ownership of all frameworks, libraries, tools, templates, and pre-existing code developed independently of your Project, which are licensed (not assigned) to you for use in the Deliverables
• The right to display the completed Project in our portfolio, case studies, and marketing materials, unless you request otherwise in writing

Your licence to use retained IP is non-exclusive, non-transferable, and limited to the purpose of operating the Deliverables as intended.

6.3 Client-supplied content

You warrant that all content you provide (text, images, logos, video, data) does not infringe any third-party intellectual property rights and that you have the right to use it in the manner requested. You indemnify Johny.ie against any claims arising from your content.

6.4 Third-party components

Where Deliverables incorporate third-party software, fonts, images, or plugins (including open-source and licensed components), those components are subject to their respective licence terms. We will notify you of any material third-party licences that affect your use of the Deliverables.

7. Confidentiality

Both parties agree to keep confidential any information disclosed by the other party that is designated as confidential or would reasonably be understood to be confidential, including pricing, client lists, business strategies, and technical systems.

This obligation does not apply to information that: is or becomes publicly available through no breach of this clause; was already known to the receiving party; is required to be disclosed by law or court order; or is independently developed without reference to the confidential information.

This confidentiality obligation continues for 3 years after the end of the relevant Project or engagement.

8. Limitation of Liability

8.1 Exclusions

To the fullest extent permitted by Irish law, Johny.ie shall not be liable for:

• Any indirect, consequential, special, or incidental loss or damage
• Loss of profit, revenue, business, goodwill, or opportunity
• Loss or corruption of data
• Any loss arising from your use of or reliance on third-party services or platforms
• Any loss arising from delays caused by your failure to provide materials, feedback, or approvals on time

8.2 Liability cap

Our total aggregate liability to you under or in connection with any Project, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to Johny.ie for the specific Project giving rise to the claim in the 12 months preceding the event giving rise to the claim.

8.3 What we do not exclude

Nothing in these Terms limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; or any liability that cannot be excluded under Irish or EU law.

8.4 Your responsibility for backups

Where we provide hosting or maintenance services, we will take reasonable steps to back up your site. However, you are responsible for maintaining your own independent backups of all website content, databases, and business-critical data. We shall not be liable for loss of data that could have been prevented by independent backups.

9. Warranties

9.1 Our warranties

Johny.ie warrants that:

• We have the right to enter into these Terms and to provide the Services
• The Services will be provided with reasonable skill and care
• The Deliverables will materially conform to the agreed specification at delivery

9.2 Post-delivery defects

If Deliverables contain a defect existing at the time of delivery and reported within 30 days of the project going live, we will correct it at no additional charge. This warranty does not apply to defects caused by your modifications, third-party updates, hosting issues, or changes to your brief after sign-off.

9.3 SEO services

We do not guarantee any specific Google rankings, traffic levels, or business outcomes from SEO services. Search engine algorithms are controlled by third parties and can change without notice. We provide SEO services with reasonable skill and care and in accordance with current best practice, but make no representation as to specific results.

9.4 Disclaimer

Except as expressly stated in these Terms, all warranties, representations, and conditions (whether express or implied) are excluded to the fullest extent permitted by law.

10. Governing Law and Disputes

These Terms and Conditions are governed by and construed in accordance with the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland.

In the event of a dispute, the parties agree to attempt resolution in good faith through direct negotiation before initiating legal proceedings. Either party may request mediation before any court proceedings are commenced.

11. Force Majeure

Neither party will be in breach of these Terms or liable for any failure or delay in performing obligations where that failure results from events outside their reasonable control, including acts of God, pandemic, government action, internet infrastructure outages, or third-party platform failures.

The affected party will notify the other promptly and make reasonable efforts to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected Project on written notice.

12. General Provisions

12.1 Entire agreement

These Terms, together with any applicable Proposal, constitute the entire agreement between the parties and supersede all prior representations, proposals, negotiations, and agreements, whether written or oral.

12.2 Variations

No variation of these Terms is binding unless agreed in writing and signed (including by email) by both parties.

12.3 Waiver

A failure or delay by either party to exercise any right or remedy does not constitute a waiver of that right or remedy.

12.4 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid. All other provisions remain in full force.

12.5 Assignment

You may not assign your rights or obligations without our prior written consent. Johny.ie may assign rights and obligations to a successor business with reasonable notice.

12.6 Notices

All notices must be in writing and sent by email. Notices to Johny.ie: hello@johny.ie. Notices are deemed delivered on the next business day after sending, provided no delivery failure is received.

12.7 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, or employment relationship. Neither party has authority to bind the other.

13. Contact

These Terms were last updated on 5 April 2026. By engaging our services you confirm that you have read, understood, and agreed to be bound by them.