These Terms and Conditions (“Terms”) govern the provision of creative services, including website design and development, design, branding, promotional material creation, and consultancy (collectively, “Services”) by Waters Creative Limited, a company registered in England and Wales with company number 04825983(“we”, “us”, or “Designer”) to the client (“you” or “Client”).
By engaging our Services, you accept and agree to be bound by these Terms.
1. Definitions
- “Brief”: The agreed scope of work or project description outlining deliverables and requirements.
- “Charges”: The fees payable for our Services, as agreed in a quotation, proposal, or Schedule.
- “Client Materials”: Any logos, images, text, branding assets, or other content provided by the Client.
- “Deliverables”: The design outputs, files, artwork, or other materials produced by us for the Client.
- “Intellectual Property Rights”: All copyright, trademark, design rights, and other legal rights in relation to creative content.
- “Services”: The work described in the proposal or brief, including design, creative direction, revisions, and consultancy and/or any retainer agreement.
- “Third-Party Materials”: Stock images, fonts, or content sourced from external providers and used in the Deliverables.
2. Services
We will provide the Services in accordance with the agreed Brief and timelines. All work is carried out with reasonable skill and care, and based on the information and instructions provided by the Client. The Services shall be terminated by us on completion of the Deliverables, unless otherwise determined by us in writing.
3. Client Obligations
You agree to:
- Provide timely and accurate information, feedback, and approvals as reasonably required.
- Ensure all Client Materials are owned by you or licensed to you.
- Respond promptly to requests to avoid delays in project timelines.
We are not responsible for delays or issues resulting from your failure to meet these obligations.
4. Approvals and Revisions
- A draft or proof of Deliverables will be shared for your review and approval.
- Unless otherwise stated, you are entitled to two rounds of revisions. Additional revisions may incur extra Charges.
- Once final Deliverables are approved, we shall be under no obligation to make further changes unless agreed in writing.
5. Charges and Payment
- All Charges will be set out in the proposal or quotation and may include time-based fees, fixed project fees, or retainers.
- Payment terms are 30 days from the date of invoice unless agreed otherwise.
- Overdue payments may incur interest at 4% per annum above the Bank of England base rate.
- If any payments are not paid and received by us when they fall due, we reserve the right to cease or suspend the Services until such point where payment has been received in full.
- If, in our opinion, you have caused delays that materially impact progress or prevent the project from moving forward, we reserve the right to cease work and begin charging you an hourly rate (as amended from time to time) for time spent on the Services, up to a total amount equal to the Fee.
6. Intellectual Property
- We retain ownership of all Intellectual Property Rights in the Deliverables until full payment is received.
- You shall retain ownership of all Intellectual Property Rights in the Client Materials at all times.
- Upon full payment, you receive a non-exclusive, non-transferable license to use the Deliverables for the agreed purposes only.
- You may modify, edit or create derivative works from the Deliverables provided that such works must not include our name, logo, branding, or any other reference to us, unless we have given our prior written consent..
- As part of our creative process, we may use electronic tools, including but not limited to automation software, and design enhancement technologies, to assist in the production and refinement of Deliverables. By agreeing to these Terms, you acknowledge and consent to the use of such tools and technologies in creation of the Deliverables.
- We may use the original/ unmodified Deliverables in our portfolio or marketing without your approval.
7. Third-Party Materials
If Deliverables include Third-Party Materials:
- We will inform you of any licensing terms or usage limitations.
- You are responsible for adhering to those terms.
- We are not liable for your misuse of Third-Party Materials, and you shall indemnify us on a full indemnity basis for any infringement of Third-Party Materials to the extent they are (or alleged to have been) infringed within the Client Materials.
8. Warranties
Each party warrants it has the legal right to abide by these Terms.
We warrant that:
- Our work will be original and not knowingly infringe third-party rights.
- We will carry out Services using reasonable care and skill.
No warranties are made regarding the commercial success of any branding, marketing, or design elements (including website design and development).
9. Limitation of Liability
Nothing in these Terms limits liability for death or personal injury caused by negligence or for fraud.
Subject to this:
- We are not liable for:
- Loss of profits, revenue, goodwill, or business opportunity;
- Indirect or consequential losses.
- Our total liability under these Terms shall not exceed the total Charges paid by you and received by us in the 12 months preceding the claim.
10. Confidentiality
Each party agrees to keep the other’s Confidential Information private and not disclose it without written consent, unless required by law.
11. Termination
We may terminate this agreement with immediate effect by written notice if:
- The other party commits a material breach not remedied within 14 days of notice; or
- Becomes insolvent or ceases trading.
Upon termination:
- You must pay all outstanding Charges.
- We retain ownership of all unpaid work.
- You must cease use of any Deliverables not fully paid for.
12. Force Majeure
Neither party shall be liable for delay or failure to perform due to events beyond reasonable control.
13. Publicity
Unless agreed otherwise, we may display your name, logo, and final Deliverables as part of our portfolio and marketing.
14. Amendments
No changes to these Terms are valid unless agreed in writing by both parties.
15. Entire Agreement
These Terms, along with any project-specific agreement or proposal, constitute the entire agreement between the parties.
16. Assignment
You may not assign or transfer your rights under these Terms without our prior written consent.
17. Governing Law and Jurisdiction
These Terms are governed by the laws of England and Wales, and any disputes shall be resolved exclusively in the courts of England and Wales.