Terms & Conditions

1. About us

Simgela Ltd is a company registered in England and Wales (company no. 16450664), with its registered office at 66 Paul Street, London, EC2A 4NA. VAT number GB 494367155. You can contact us at hello@simgela.com.

2. Definitions

• Client — the individual or organisation engaging Simgela under a Quote.
• Project — the scope of work described in the accepted Quote or Statement of Work.
• Deliverables — the websites, applications, designs, code and assets produced by Simgela for the Project.
• Platform — the Lovable platform (lovable.dev), through which Simgela designs and ships Deliverables.
• Fees — the charges payable for the Services as set out in the Quote.

3. Services

Simgela provides bespoke web design and AI-assisted web application builds delivered on the Lovable platform. The precise scope, milestones, and price for each engagement are defined in a written Quote or Statement of Work, which forms part of these Terms. In the event of conflict, the Quote prevails over these Terms in respect of scope and price.

4. Quotes and acceptance

Quotes are valid for 30 days from the date of issue unless otherwise stated. A binding contract is formed when the Client either (a) pays the deposit invoice or (b) confirms acceptance in writing (email is sufficient).

5. Fees and payment

Unless the Quote states otherwise, Fees are invoiced as:

• 50% deposit on acceptance of the Quote;
• 25% at the agreed mid-project milestone;
• 25% on launch.

Invoices are due for payment on the date of issue. If payment is not received by the due date we may, without prejudice to our other rights, (i) suspend work and withhold Deliverables and (ii) charge interest and reasonable recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (8% above the Bank of England base rate). All Fees are exclusive of VAT, which is charged at the prevailing rate where applicable.

6. Scope, revisions and changes

Each major Deliverable includes up to two (2) rounds of revisions. Additional rounds, or work falling outside the scope of the Quote, will be billed at our then-current hourly rate or under a Change Order. New requirements, redesigns, or feature additions not described in the original Quote constitute a Change Order and require the Client's written approval; they may adjust the price and timeline.

7. Client responsibilities

The Client agrees to provide content, brand assets, feedback, access credentials, and decisions promptly and in usable form. Delays caused by the Client may extend timelines and may result in additional Fees, including a re-mobilisation charge where work has been paused.

8. Platform and third-party services

Deliverables are designed and built using the Lovable platform (lovable.dev) and typically rely on third-party providers chosen for the Project, which may include Supabase (database and authentication), Stripe (payments), Resend (email), and other integrations. The Client acknowledges that these services are governed by their own terms and pricing, and that Simgela is not responsible for outages, pricing changes, deprecations, breaches or policy changes of the Platform or any third-party provider. Where appropriate, third-party accounts are established in or transferred to the Client's name and remain the Client's responsibility.

9. Hosting, domains and maintenance

Unless expressly stated in the Quote, the build Fee does not include ongoing hosting, domain registration or renewal, third-party subscriptions, SSL beyond what the Platform provides, content updates, or post-launch maintenance and support. These are either paid by the Client directly to the relevant provider or covered by a separate Simgela care/retainer plan.

10. Intellectual property

On receipt of cleared payment of all sums due under the Project, Simgela assigns to the Client the intellectual property rights in the bespoke design and code Deliverables produced specifically for that Project. Until full payment is received, all such rights remain with Simgela and any use of the Deliverables is unlicensed.

The following are expressly excluded from any assignment:

• Simgela's pre-existing tools, templates, components, libraries and know-how, for which the Client is granted a non-exclusive, perpetual, worldwide licence to use as part of the Deliverables;
• third-party and open-source components, which remain governed by their own licences; and
• the Lovable platform itself.

Simgela retains the right to display the Project in its portfolio, case studies and marketing materials, including the Client's name and logo, unless agreed otherwise in writing.

11. Confidentiality

Each party will keep confidential any non-public information received from the other and use it only for the purposes of the Project.

12. Data protection

Each party will comply with the UK GDPR and the Data Protection Act 2018. Where Simgela processes personal data on behalf of the Client, the parties will enter into a separate data processing agreement on request.

13. Warranties and disclaimers

Simgela will provide the Services with reasonable skill and care. Except as expressly stated, we give no warranty that the Deliverables will be uninterrupted, error-free, or compatible with every browser, device or third-party service beyond those specified in the Quote. Third-party services are provided on an "as is" basis.

14. Limitation of liability

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

Subject to the foregoing, Simgela's total aggregate liability arising under or in connection with the Project (whether in contract, tort, including negligence, or otherwise) is limited to the total Fees paid by the Client for that Project in the twelve (12) months preceding the claim. Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, data, goodwill or anticipated savings.

15. Termination

Either party may terminate the Project by written notice if the other commits a material breach which is not remedied within 14 days of notice, or immediately on the other's insolvency. On termination, the Client will pay for all work performed up to the date of termination; deposits are non-refundable. Simgela may terminate immediately for non-payment.

16. Force majeure

Neither party is liable for any failure or delay in performance caused by events outside its reasonable control, including outages of the Platform or third-party providers.

17. Changes to these Terms

We may update these Terms from time to time. The version in force on the date of the relevant Quote applies to that Project.

18. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

19. Contact

Simgela Ltd, 66 Paul Street, London, EC2A 4NA. Email: hello@simgela.com.