Terms and conditions
1. Scope of Services
Essence Design Ltd (“the Supplier”) provides professional services including, without limitation, graphic design, branding, digital and web design, software development, UX/UI, content creation, hosting-related services, and related consultancy services (the “Services”).
The specific Services, scope, timelines, and deliverables shall be agreed between the Supplier and the client (“the Client”) in a proposal, statement of work, quotation, or similar agreement.
The agreed scope and deliverables may be amended or refined during the course of the engagement by mutual agreement between the parties, including agreement confirmed in writing by email or approved electronic messaging service.
The Supplier retains discretion as to how the Services are resourced and delivered, including personnel, subcontractors, tools, and methodologies.
2. Fees and Payment
2.1 Fees
Fees for the Services shall be agreed in advance on a project, task, or periodic basis and are exclusive of VAT, which shall be charged where applicable.
2.2 Invoicing and Payment Terms
Invoices shall be issued in accordance with the agreed payment schedule set out in the relevant proposal or agreement. Unless otherwise agreed, payment is due within fifteen (15) days of the invoice date.
The Supplier reserves the right to charge interest on overdue amounts at 3.5% per month (or part thereof) and to suspend Services until payment is received in full.
2.3 Additional Costs
Third-party costs reasonably required to deliver the Services (including stock imagery, fonts, printing, hosting, software licences, or external services) shall be charged in addition to agreed fees, subject to Client approval.
3. Client Responsibilities
3.1 Information, Materials and Cooperation
The Client shall provide all information, content, materials, approvals, access, and feedback reasonably required by the Supplier to perform the Services in a timely manner.
The Supplier shall not be responsible for delays, additional costs, or failure to meet deadlines arising from the Client’s failure to meet these responsibilities.
3.2 Client-Supplied Materials
The Client warrants that all content, images, copy, logos, trademarks, data, and other materials supplied by the Client are owned by the Client or properly licensed for the intended use. The Supplier accepts no liability for claims arising from the use of Client-supplied materials, and the Client shall indemnify and hold harmless the Supplier against all resulting claims, damages, costs, and expenses.
4. Third-Party Assets and Licensing
The Supplier may source, recommend, or suggest third-party assets, materials, or platforms for use in the Services. Approval of such materials does not include the granting of licence rights. The Client is solely responsible for verifying, securing, paying for, and maintaining all necessary licences and permissions for third-party materials, whether supplied by the Client, suggested by the Supplier, or approved for use. The Supplier accepts no liability for claims arising from third-party materials, including claims made after completion, and the Client shall indemnify the Supplier accordingly.
5. Intellectual Property
5.1 Ownership
Subject to full payment of all fees and charges due, ownership of the final deliverables created specifically for the Client as part of the Services shall transfer to the Client. This transfer excludes:
- Third-party assets and materials (such as stock images, fonts and software) which are subject to their respective licences.
- Pre-existing materials, tools, templates, methodologies, or know-how owned by the Supplier.
5.2 Portfolio Use
The Supplier retains the right to display completed work in portfolios, on its website, and in marketing materials, unless otherwise agreed in writing.
6. Revisions and Approval
The Services may include revisions as set out in the agreed scope. Any revisions, changes, or additional work requested outside the agreed scope may result in additional fees and/or changes to delivery timelines, which shall be agreed with the Client before implementation.
7. Proof Approval and Print
Where print design is provided, the Client is responsible for reviewing and approving all proofs prior to production. Once written approval is given, the Supplier shall not be liable for any errors, omissions, colour variation, or inaccuracies in the final printed materials.
8. Websites, Digital Products and Compliance
The Supplier does not provide legal, regulatory, or compliance advice. The Client is solely responsible for ensuring that any website, digital product, or content complies with all applicable laws and regulations, including but not limited to UK GDPR, data protection legislation, cookie consent requirements, accessibility standards, consumer protection law, advertising standards, and any sector-specific regulations. The Supplier shall not be responsible for the preparation, accuracy, or adequacy of privacy policies, cookie notices, terms of use, accessibility statements, or other legal or regulatory content. Any templates, tools, plugins, or third-party solutions implemented by the Supplier are provided for technical or design purposes only and do not constitute compliance assurance.
9. Data Protection
Where the Supplier processes personal data on behalf of the Client, the Client shall act as the data controller, unless otherwise agreed in writing. The Client warrants that it has a lawful basis for all personal data provided to the Supplier and remains solely responsible for privacy notices, consents, data subject rights, and regulatory compliance. Where required by law, the parties shall enter into a separate data processing agreement.
10. Hosting, Maintenance and Security
Unless expressly agreed in writing, the Supplier is not responsible for ongoing maintenance, updates, security, backups, uptime, or performance of websites, hosting environments, plugins, themes, or third-party software after delivery. The Supplier shall not be liable for security breaches, data loss, or service interruptions caused by third-party systems or Client actions.
11. Standard of Care and Outcomes
The Supplier shall perform the Services with reasonable care and skill in accordance with generally accepted industry standards. The Supplier does not guarantee commercial outcomes, performance metrics, search engine rankings, conversion rates, or business results.
12. Confidentiality
Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party in connection with the Services. This obligation shall survive termination or completion of the Services.
13. Limitation of Liability
The Supplier’s total liability arising under or in connection with the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client for the Services giving rise to the claim. The Supplier shall not be liable for any indirect, incidental, or consequential losses, including loss of profit, business, revenue, or data.
Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded or limited by law.
14. Termination
14.1 Termination by the Client
The Client may terminate the Services by giving not less than seven (7) days’ written notice. The Client shall pay for all Services performed and costs incurred up to the termination date.
14.2 Termination by the Supplier
The Supplier may terminate the Services by giving not less than seven (7) days’ written notice if the Client fails to meet its obligations or for other reasonable commercial reasons.
15. Relationship of the Parties
Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employment relationship between the parties.
Each party remains solely responsible for its own acts, omissions, and obligations and has no authority to act on behalf of, or bind, the other party.
16. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control.
17. Governing Law
These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.