Please read this first. This document is a thorough starting point, not finished legal advice. It should be reviewed by a solicitor before this site goes live, and amended to match how Rainbow Coders actually trades. It is a normal CMS page, so it can be edited in the admin like any other page.

1. Who these terms are between

These terms are between Rainbow Coders ("we", "us", "our") and the person or organisation agreeing to them ("you"). They apply in two directions: to clients who engage us to carry out work, and to members who accept work through our network. Where a section is marked as applying to clients or to members, it applies only to that group. The sections under "Intellectual property and ownership" and "General terms" apply to everybody.

2. Definitions

• Brief means the written description of a piece of work, including its scope, its deliverables and the number of hours allowed for it.
• Project means an engagement made up of one or more pieces of work carried out for a client.
• Deliverables means the code, designs, documents and other materials produced under a brief.
• Member means a developer, designer or other contributor accepted into the Rainbow Coders network.
• Client means the person or organisation for whom a project is carried out.
• Administrator means a member of the Rainbow Coders team who manages briefs, communication and quality control.

3. How Rainbow Coders works

Rainbow Coders is a managed network. A client describes a requirement, an administrator turns it into a written brief, that brief is offered to the members whose skills fit it, and an administrator reviews the delivered work before the client sees it. All communication runs through administrators. Clients and members do not deal with one another directly, and that arrangement is a condition of using the service on both sides.

4. Accepting these terms

You accept these terms by engaging us, by accepting a piece of work, or by continuing to hold an account with us. If you do not accept them, do not use the service, and tell us so that we can close your account.

5. Scope of work

Every project is governed by the brief agreed in writing before work begins. The brief sets out what will be produced, what is included and what is not. Anything that does not appear in the brief is out of scope. Where a requirement is unclear, we will say so in writing before we start rather than assume, and no work outside an agreed brief is chargeable unless it has itself been agreed in writing.

6. Quotations

A quotation is valid for thirty days from the date we issue it, unless it says otherwise on its face. After that period we may re-quote, because rates, availability and third party costs change. A quotation is an offer to carry out the work described in the brief attached to it, at the price stated, and is not an estimate that may drift upwards without your agreement.

Quoted prices exclude VAT where VAT applies, and exclude third party costs such as licences, hosting, domain registration and paid services, which are set out separately.

7. Changes to the work

You may ask for changes at any time. A change request is priced before it is carried out, either at the hourly rate in the quotation or as a fixed price for the change, and it is confirmed in writing before anybody starts on it. Where a change affects the delivery date, we will tell you the revised date at the same time as the price. We will not begin chargeable change work on a verbal instruction alone.

8. Payment terms

Unless the quotation says otherwise, a deposit of fifty per cent of the quoted price is payable before work begins, and the balance is payable on completion and before handover of the final deliverables. Longer projects may be invoiced in agreed stages, in which case each stage invoice is payable on the terms set out in the quotation.

Invoices are payable within fourteen days of the invoice date. If an invoice is not paid by its due date we may suspend work on your project, and we may withhold deliverables, until it is settled. We will tell you before we do so.

We reserve the right to charge interest and compensation on overdue commercial invoices under the Late Payment of Commercial Debts (Interest) Act 1998, at the statutory rate. Where we do so, and where we instruct a third party to recover an overdue sum, we may also recover the reasonable costs of recovery. Nothing in this section applies to a consumer client, whose statutory rights are unaffected.

9. Your responsibilities

We can only work at the speed you make it possible to work at. You agree to:

• Provide the content, images, branding, credentials and other materials the brief depends on, in a usable form.
• Provide timely access to any system, hosting account, repository or third party service the work needs.
• Nominate one person with the authority to make decisions and give approvals.
• Respond to questions and approval requests within a reasonable time, which we will normally set out in the brief.

If material, access or a decision is outstanding, the affected work is paused and the delivery date moves by at least the length of the delay. Where a delay caused by you exceeds thirty days, we may invoice for the work completed to that point and re-quote the remainder, because the team held for your project cannot be held indefinitely.

10. Acceptance and handover

When a piece of work is complete we will present it for review. You have ten working days from that date to test it and to tell us in writing about anything that does not meet the brief. We will correct anything that does not meet the brief at no charge. If we do not hear from you within that period, or if you put the work into live use, the work is treated as accepted.

Acceptance concerns whether the work matches the brief. A preference expressed after acceptance for something the brief did not describe is a change request, and is priced as one.

11. Warranty for defects

For thirty days after acceptance we will correct, at no charge, any defect in the delivered work that means it does not perform as described in the brief. Report the defect in writing with enough detail for us to reproduce it, and we will deal with it.

12. What the warranty does not cover

• Faults caused by changes made by you or by anybody else after handover.
• Faults caused by a third party service, plugin, library, API or platform changing or ceasing to operate.
• Faults caused by hosting, network, browser or device issues outside our control.
• New features, design changes and anything the brief did not describe.
• Content, data or materials supplied by you.

13. Third party services and licences

Some work depends on third party services, software or licences, such as hosting, payment providers, mapping, email delivery, fonts and commercial plugins. Those are supplied on their own providers' terms, which you accept directly, and their fees are yours to pay unless the quotation states otherwise. We are not responsible for a third party service changing its terms, its pricing or its availability, and we do not warrant any third party product.

14. Hosting and ongoing maintenance

Hosting, monitoring, backups, updates and ongoing maintenance are separate services and are not included in a project price unless the quotation says so in terms. Once a project has been handed over, it is not maintained by us unless you have a written maintenance agreement in place. We will always tell you what a project will need in order to stay healthy, and we are happy to quote for it, but the responsibility for arranging it sits with you.

15. Cancellation

You may cancel a project at any time by telling us in writing. On cancellation, all work carried out up to the date we receive your notice becomes payable, including work in progress and any third party costs already committed. Deposits are non-refundable, because they secure the time set aside for you. Where cancellation happens after final payment for a completed stage, that stage remains yours under the ownership section below.

We may cancel a project if an invoice remains unpaid after we have given you written notice, if we are asked to do something unlawful, or if the working relationship has broken down to the point where we cannot deliver properly. If we cancel for a reason that is not your fault, we will refund any sum you have paid for work we have not carried out.

24. How members are engaged

Members are engaged per piece of work. Each piece of work carries a written brief and an agreed number of hours, set by an administrator when the brief is created, and a rate set by the member. The fee for the piece is the agreed hours multiplied by the rate. There is no timesheet: the brief states what you are being paid for, and you accept or decline it on that basis.

25. Overrun of agreed hours

Under our standard fixed hours policy, the agreed number of hours is the number of hours paid. If a piece of work takes longer than the hours agreed, the overrun is absorbed by the member and is not additionally payable. If a brief turns out to have been misjudged, say so before you continue: an administrator can revise or reissue it, and that is far better for everybody than silence followed by a claim afterwards. Where we operate an approved overrun policy on a given engagement, extra hours must be requested and approved in advance, and are payable only up to the amount approved.

26. Conduct

Members are expected to communicate honestly, to deliver what they accepted, to raise problems early, to respond to administrators within a reasonable time, to work professionally and lawfully, and to treat clients' material with care. Abuse, discrimination, harassment and dishonesty are not tolerated in any form.

27. Non-delivery and withholding code

Accepting a brief and then failing to deliver it is a serious matter, and so is withholding delivered code, credentials or access as leverage of any kind. Both are recorded against the member as conduct flags and both are grounds for suspension or removal from the network. Where withheld work has already been paid for, we will also pursue recovery of the fee.

28. Profile photo policy

Your profile photo is shown to clients and forms part of how work is awarded, so it must be genuine.

• The photo must be a genuine, current photograph of the person themselves.
• A photograph of somebody else, a stock photo, an avatar, a cartoon or any other stand-in is not acceptable.
• AI generated and AI altered images are banned outright. This includes images produced by a generative model, composites, face swaps and likenesses that have been materially altered by AI tools.
• Accounts found in breach are suspended, and it is treated as a breach of the terms of membership.

Ordinary cropping, straightening and exposure correction are fine. If you are unsure whether an image is acceptable, ask an administrator before you upload it.

29. Contacting clients

Members must not contact a client directly, by any means, at any time, whether during an engagement or after it. All communication runs through administrators. Attempting to identify, approach or solicit a client, or to take a client's work outside Rainbow Coders, is a fundamental breach of these terms and leads to immediate removal from the network. This rule protects members as much as clients: it is what allows us to stand behind the work and to handle difficult conversations on your behalf.

30. Suspension and removal

We may suspend a member's account where there are reasonable grounds to believe these terms have been breached. A suspended account cannot be offered work and is not visible in the public directory. Where a breach is serious or repeated, we may remove the member from the network permanently. Work properly completed and accepted before a suspension remains payable.

31. Appeals

A suspended or removed member may appeal in writing to an administrator within fourteen days, setting out why they believe the decision is wrong. The appeal is considered by somebody who was not involved in the original decision, and we aim to give a written outcome within fourteen days of receiving it. The outcome of an appeal is final.

32. Leaving

A member may leave at any time by telling an administrator in writing. They must first complete or properly hand over any work they have accepted. On leaving, we will remove their public profile and, on request, remove them from our systems, subject to the records we are required to keep for tax, accounting and legal purposes.

33. Changes to these terms

We may update these terms from time to time. The version published on this page at the time of your engagement, or at the time you accept a piece of work, is the version that governs it. Where a change is material we will tell account holders in advance. Continuing to use the service after a change takes effect is acceptance of the updated terms.

34. Limitation of liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded. Subject to that:

• We are not liable for indirect or consequential loss, nor for loss of profit, revenue, business, goodwill, anticipated savings, data or opportunity, however arising.
• Our total liability arising out of or in connection with a project, whether in contract, tort including negligence, breach of statutory duty or otherwise, is limited to the total fees paid by you to us for that project in the twelve months before the event giving rise to the claim.
• We are not liable for loss arising from material or instructions you supplied, from third party services, or from changes made to the work by anybody other than us.

35. Force majeure

Neither party is liable for a failure or delay in performing its obligations caused by an event beyond its reasonable control. Such events include, but are not limited to, act of God, flood, fire, earthquake or storm, war, invasion, terrorist act or civil unrest, epidemic or pandemic and any resulting public health measure, strike or other industrial action, failure of utilities, failure of telecommunications or internet infrastructure, failure of a hosting or cloud provider, cyber attack, and any change in law or government action that prevents performance. The affected party must tell the other as soon as it reasonably can and must take reasonable steps to limit the effect. If the event continues for more than sixty days, either party may end the affected engagement by written notice, and work completed to that point remains payable.

36. Data protection

Each party will comply with the UK General Data Protection Regulation and the Data Protection Act 2018 in relation to personal data handled under these terms. Where we process personal data on a client's behalf, we do so on the client's documented instructions, keep it confidential, apply appropriate technical and organisational measures, and assist the client with data subject requests and security incidents so far as is reasonable. Details of how we handle personal information are set out in our privacy policy.

37. No partnership or employment

Nothing in these terms creates a partnership, joint venture, agency or employment relationship between the parties. Members are independent contractors, are responsible for their own tax, National Insurance and any insurance they need, and are not employees, workers or agents of Rainbow Coders. Neither party may bind the other or hold itself out as able to do so.

38. Third party rights

A person who is not a party to these terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them. This does not affect any right or remedy that exists apart from that Act.

39. Entire agreement

These terms, together with the quotation and the brief for a given piece of work, form the entire agreement between the parties and replace any earlier discussion, proposal or representation on the same subject. Each party confirms that it has not relied on any statement not set out in those documents. Nothing in this section limits liability for fraudulent misrepresentation.

40. Severability

If any provision of these terms is found to be invalid or unenforceable, it is to be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, treated as removed. The remaining provisions continue in full force.

41. Assignment

You may not assign or transfer your rights or obligations under these terms without our written consent, which will not be unreasonably withheld. We may assign or transfer ours to a successor in connection with a reorganisation or the sale of our business, on written notice to you.

42. Notices

Notices must be given in writing and sent by email to the address held on the account, or by post to the registered address of the party. A notice sent by email is treated as received on the next working day after it was sent, unless the sender receives a delivery failure. A notice sent by post is treated as received two working days after posting.

43. Waiver

A failure or delay in enforcing a right under these terms is not a waiver of that right, and a single or partial exercise of a right does not prevent its further exercise.

44. Disputes

If something goes wrong, tell us first. Most disputes are resolved quickly once the facts are on the table. Raise the matter in writing with an administrator, who will respond within ten working days. If it is not resolved at that stage, it is escalated to a director of Rainbow Coders, who will respond within a further ten working days. If it is still not resolved, the parties agree to consider mediation in good faith before starting court proceedings. Nothing in this section prevents either party from seeking urgent injunctive relief or from pursuing an undisputed debt.

45. Governing law and jurisdiction

These terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by and construed in accordance with the law of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.