We'll keep this as short and sweet as we can!
01 Our Agreement With You
02 Our Services
03 Proposals and Quotations
04 Your Responsibilities
05 Client-Supplied Materials
06 Project Scope and Changes
07 Revisions
08 Approvals
09 Timings and Deadlines
10 Projects Placed on Hold
11 Fees
12 Retainers
13 Expenses and Third-Party Cost
14 Invoices and Payment
15 Cancellation by the Client
16 Termination
17 Intellectual Property
18 Websites and Digital Projects
19 Website Launch and Handover
21 Print and Physical Production
22 Copywriting and Content
24 Marketing and Campaign Outcomes
25 Confidentiality
26 Data Protection
27 Our People and Subcontractors
28 Warranties
29 Liability
30 Client Indemnity for Supplied Materials
31 Events Outside of Reasonable Control
32 Complaints and Resolving Problems
33 Notices
34 Assignment
35 No Partnership or Agency
36 Third-Party Rights
37 Waiver
38 Severability
39 Changes to the Contract
40 Entire Agreement
41 Governing Law and Jurisdiction
42 Contact Details
These Terms of Business (“Terms”) set out the basis on which Clario Creative provides creative and related professional services to its clients.
In these Terms:
“Clario”, “we”, “us”, or “our” means Clario Creative, a company registered in England and Wales whose registered office is in Horsham, West Sussex.
“Client”, “you” or “your” means the organisation, business or other person purchasing Services from us.
“Services” means the services we agree to provide you.
“Proposal” means our quotation, proposal, statement of work, project brief, retainer agreement or other document describing the Services, Deliverables, fees and any project-specific arrangements.
“Deliverables” means the work we specifically agree to provide to you as part of the Services.
These Terms apply to all Services supplied by Clario unless we expressly agree otherwise in writing.
They are intended principally for business-to-business engagements. If Clario provides services to an individual acting wholly or mainly outside their trade, business, craft or profession, separate consumer terms may be required.
Our contract with you consists of:
Clario is a full-service creative agency.
Depending on the project, our Services may include branding and brand development, graphic design, artwork, print and publication design, website design and development, digital content, copywriting, marketing communications, campaigns, public relations support, social content, creative consultancy and associated services.
The precise Services for each engagement will be set out in our Proposal.
We will provide the Services with reasonable care and skill and in accordance with the agreed brief.
Unless expressly included in our Proposal, an item, activity or service should not be assumed to form part of the agreed scope.
Unless we state otherwise, a Proposal or quotation is valid for 30 days from its date.
Our quotations are based on the information, scope and assumptions available to use when they are prepared.
If those assumptions change, or the scope subsequently changes, we may revise the fees, timing or other terms of the project.
An estimate is an indication of likely cost rather than a fixed quotation. Where work is being performed on a time-cost basis, you will be charged for the time actually incurred at the applicable agreed rates.
Good creative work depends on timely collaboration.
You agree to provide the information, access, materials, decisions, feedback and approvals reasonably required for us to perform the Services.
You are responsible for ensuring that information supplied to us is accurate, complete and not misleading.
Unless we have expressly agreed to provide fact-checking, legal, regulatory, technical or specialist verification as part of the Services, you remain responsible for checking the factual and regulatory accuracy of material before publication or use.
You must identify a person with authority to provide instructions and approve work on your behalf. We are entitled to rely on instructions and approvals provided by that person.
Where several people within your organisation provide feedback, you are responsible for providing us with consolidated and non-conflicting instructions.
You may provide us with text, photographs, video, logos, trademarks, data, documents, software, imagery or other materials for use in a project.
You confirm that you have all rights, permissions, licenses and consents required for us to use those materials in accordance with your instructions.
You must tell us about any restrictions applying to them.
We are not responsible for infringement or other claims resulting from materials that you provide to us where we have used them in accordance with your instructions.
If we reasonably believe that supplied material is unlawful, defamatory, infringing, misleading, discriminatory or otherwise inappropriate for the proposed use, we may refuse to use it and ask for replacement material.
Our fees and timetable are based on the agreed scope.
A change of scope may include additional Deliverables, additional formats or sizes, substantial changes to an approved direction, extra meetings or workshops, new functionality, additional pages, additional copy, further research, additional stakeholder consultation or any work not reasonably contemplated by the original brief.
We will tell you where reasonably practicable if a request is likely to fall outside of the scope.
Additional work may be quotes separately or charged at our applicable hourly or day rate.
Where a change affects the timetable, we may revise agreed delivery dates accordingly.
Unless the Proposal states otherwise, our project fee includes three rounds of reasonable revisions to the relevant creative Deliverable.
A revision round means one consolidated set of amendments supplied by you following a presentation of a version of the work.
A revision does not include a fundamental change to the agreed brief, strategy, creative direction or previously approved work. Such a change will normally be treated as additional scope.
Additional revision rounds or extensive amendments may be charged at our prevailing hourly or day rate.
We will tell you where practicable before additional charges are incurred.
We will ask you to approve work at appropriate stages.
Approval may be given by email, through a project-management system or by another written method agreed between us.
Once a stage has been approved, we are entitled to proceed on the basis of that approval.
If you later change an approved element, the resulting work may be chargeable as additional Services and may affect the timetable.
You are responsible for carefully checking final proofs, artwork, copy, links, data, specifications and other Deliverables before approving them for publication, production or launch.
Approval means that you accept the relevant Deliverable as ready to proceed.
We will use reasonable endeavours to meet agreed project dates.
Unless expressly stated to be a guaranteed deadline, project dates are estimates and depend on timely cooperation by both parties and, where relevant, third-party suppliers.
We will not be responsible for delay caused by matters outside of our reasonable control or by your failure to provide information, materials, access, decisions, feedback or approvals where required.
Where Client delay affects the project, we may revise the timeline.
If a significant delay means that previously allocated studio or supplier time is lost, additional scheduling or restart charges may apply where reasonably incurred.
If a project becomes inactive because we are waiting for Client information, feedback, approval or instruction for more than 30 days, we may place the project on hold.
When you are ready to restart, we will schedule the work accordingly to our then-current availability.
Where a project has been on hold for a substantial period, we may reasonably revise the timetable or quote for additional work required to restart, update or re-familiarise ourselves with the project.
If a project remains inactive for more than 90 days, we may treat it as cancelled by the Client after giving reasonable written notice.
Our fees are set out in the Proposal.
Unless expressly stated otherwise:
Where Services are provided under a monthly or other recurring retainer, the Proposal will state what is included.
Retainer capacity is reserved for you to the relevant period.
Unless expressly agreed otherwise, unused hours, days or capacity do not roll over into a later period.
Work requested above the agreed retainer scope may be charged separately.
Either party may terminate an ongoing retainer by giving the period of written notice specified in the Proposal.
Any committed third-party costs and Services performed during the notice period remain payable.
Projects sometimes require goods or services supplied by third-parties, including printing, photography, illustration, stock imagery, fonts, software, web hosting, domains, plugins, paid media, couriers, travel, event suppliers or specialist contractors.
Where such costs are not included in our quoted fee, we will ordinarily obtain your approval before incurring material additional expenditure.
We may require advance payment for significant third-party costs.
Where a supplier increases its charges, taxes or license fees after our quotation, we may pass the increase onto you where it is outside our reasonable control.
Third-party products and services remain subject to their own applicable license and usage terms.
Invoices are payable within 14 days of the invoice date, unless a different payment period is stated in our Proposal.
You must raise a genuine query about an invoice promptly and, wherever possible, within seven days of receipt.
The undisputed part of an invoice remains payable by its due date.
We may suspend work, withhold Deliverables or postpone publication or launch where an undisputed invoice is overdue.
Where payment is overdue, we reserve the right to charge statutory interest, compensation and reasonable recovery costs to the extent available under applicable legislation governing late payment of commercial debts.
At present, UK statutory interest on qualifying B2B commercial debts is 8% per annum above the Bank of England base rate, subject to the applicable statutory conditions.
Suspending work for non-payment does not relieve you from your obligation to pay sums properly due.
You may cancel a project by giving us written notice.
Any deposit paid is non-refundable to the extent it represents reserved capacity, work already performed, costs incurred or other genuine commitments arising from the project.
On cancellation, you must pay:
Either party may terminate the contract immediately by written notice where the other party commits a material breach which, where capable of remedy, has not been remedied within a reasonable period after which notice requiring it to do so.
We may also suspend or terminate Services where you repeatedly fail to pay undisputed invoices, require us to undertake unlawful activity, behave abusively towards our people, or otherwise make continued performance unreasonable.
Termination does not affect rights or liabilities that have already arisen.
Amounts properly due for work completed and committed third-party expenditure remain payable following termination.
Clauses which by their nature are intended to continue – including those concerning payment, intellectual property, confidentiality, data protection and liability – will survive termination.
Subject to full payment of all fees due for the relevant project, Clario assigns to the Client the copyright and other assignable intellectual property tights owned by Clario in the Final Deliverables specifically created for the client and identified as final work under the Proposal.
This assignment does not include the materials described below. No intellectual property rights transfer until Clario has received full cleared payment.
Clario retains ownership of all intellectual property rights in its pre-existing materials and in materials of general application developed during the project, including its:
For website and digital projects, the agreed Deliverables and technical requirements will be set out in the Proposal.
Unless expressly included, our Services do not automatically include ongoing hosting, domain registration, maintenance, content updates, cybersecurity monitoring, search-engine optimisation, paid search, accessibility auditing, legal compliance reviews or support after the agreed project or warranty period.
We will use reasonable care to develop websites for the browsers and devices specified in the Proposal or, where none are specified, current mainstream browsers and commonly used screen sizes at the time of development.
We cannot guarantee identical appearance or operation across every browser, operating system, device, screen size or future software version.
Websites may depend on services supplied by organisations such as Webflow, hosting providers, domain registrars, analytics platforms, payment providers, CRM services, social networks, plugins or APIs.
We are not responsible for an outage, change, discontinuation, security incident, pricing change or functionality change caused by a third-party platform outside our reasonable control.
Where a third-party change requires us to carry out additional work, that work may be chargeable.
Unless copywriting, photography, video production or content migration is included within our Proposal, the Client is responsible for providing content in an appropriate form and within the agreed timeline.
Where a particular accessibility standard or compliance requirement applies to the project, it must be identified in the Proposal.
We can design and develop with accessibility in mind, but we do not warrant legal compliance with a particular accessibility regime unless an agreed accessibility audit or compliance service forms part of the Services.
Unless specifically commissioned to do so, Clario does not provide legal advice.
The Client is responsible for ensuring its website includes any privacy notices, cookie information, regulatory statements, terms, disclaimers or other legal content required for its organisation and activities.
Where Clario helps draft such material as part of a project, appropriate specialist legal review should be obtained where necessary.
A website will be treated as approved for launch when the Client has approved the final version or instructs us to make it live.
After launch, errors or defects caused directly by our implementation should be reported promptly.
Where the Proposal contains a defined warranty or snagging period, we will correct qualifying defects during that period without additional charge.
Changes in preference, additional features, new content, third-party changes, Client modifications or requirements outside of the agreed specification are not defects and may be charged separately.
Ongoing maintenance or support will only be provided where expressly agreed.
Where Clario purchases or administers a domain, hosting account or third-party subscription on the Client’s behalf, ownership and access arrangements will be dealt with as stated in the Proposal.
Where reasonably practicable, business-critical domains and third-party accounts should ultimately be registered in or transferred to the Client’s own name.
The Client is responsible for renewal fees after responsibility for an account or domain has transferred to it.
We are not responsible for expiry or suspension caused by the Client failing to maintain payment details, licences, subscriptions or renewal arrangements after handover.
Where we arrange printing, signage, merchandise, packaging or other physical production, we may act as intermediary you and the supplier.
Your are responsible for approving final artwork and proofs before production.
Colours displayed on screens, desktop proofs and digitally produced samples may differ from final printed materials due to production processes, substrates, inks, finishes and device displays.
Reasonable manufacturing and production tolerances may apply.
Where we have followed approved artwork and specifications, we will not be responsible for an error that appeared in material approval by the Client.
If a supplier produces goods that materially fail to conform to the approved specification, we will use reasonable efforts to pursue an appropriate remedy with that supplier.
Where we provide copywriting or content services, we will prepare material using the brief and information supplied by the Client and any agreed research.
Unless fact-checking or specialist verification is specifically included, the Client remains responsible for confirming before publication that:
PR involves third parties over whom neither Clario not the Client has ultimate control.
Where we provide PR or media-relations services, we will perform the agreed Services with reasonable care and skill, but we cannot guarantee:
Creative and marketing activity can influence business performance but cannot guarantee it.
Unless expressly agreed otherwise, we do not warrant a particular number of enquiries leads, conversions, sales, impressions, followers, media mentions, search rankings or financial return.
Any forecasts, projections or anticipated results are estimates rather than guarantees.
Each party must keep confidential any commercially sensitive, proprietary or confidential information received from the other in connection with the Services.
Confidential information may be used only for the purposes of performing or receiving the Services.
This obligation does not apply to information which:
Each party will comply with applicable UK data-protection legislation in relation to personal information processed under the contract.
Where each party determines independently why and how it uses personal information, each will act as a separate controller for that processing.
Where Clario processes personal information solely on behalf of and under the instruction of the Client, the Client will normally be the controlled and Clario the processor.
In those circumstances, Clario will process personal information only on documented Client instructions except:
We may use appropriate skilled employees, freelancers, contractors and specialist suppliers to deliver the Services.
Clario remains responsible for managing the Services we have agreed to provide.
Where a supplier is contracted directly by the Client, the contractual relationship for that supplier’s work is between the Client and the supplier unless agreed otherwise.
Each party confirms that is has authority to enter into the contract.
Clario warrants that it will perform the Services with reasonable care and skill.
Except as expressly stated in the contract, we do not give warranties regarding particular commercial results, third-party services or circumstances outside our reasonable control.
Nothing in these Terms affects rights or obligations which cannot be lawfully be excluded or limited.
Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud or fraudulent misrepresentation or any other liability that cannot legally be excluded or limited.
Subject to that:
The Client will be responsible for claims, losses, damages and reasonable costs suffered by Clario to the extent they arise because materials supplied by the Client, or instructions given by the client, infringe another person’s intellectual-property rights or other legal rights, provided by Clario has used those materials in accordance with the Client’s instructions.
Neither party will be responsible for delay or failure caused by an event outside of reasonable control.
This may include major internet or utility failure, cyber incidents not caused by the affected party’s failure to take reasonable precautions, fire, flood, severe weather, epidemic, industrial action, government action, civil disturbance, failure of essential third-party infrastructure or similar events.
The affected party should tell the other as soon as reasonably practicable and take reasonable steps to minimise the effect.
If the event continued for a prolonged period and prevents substantial performance, either party may discuss postponement or termination of the affected Services.
If you are dissatisfied with our Services, please raise the issue promptly so we have a reasonable opportunity to investigate and put matters right where appropriate.
Both parties will try in good faith to resolve a dispute through discussion between appropriate senior representatives before commencing court proceedings, except where urgent legal relief or debt-recovery action is reasonably required.
Nothing in this clause prevents either party from protecting its legal rights.
Formal notices under these Terms may be sent by email to the usual business contact for the other party, unless a Proposal specifies a different notice period.
A termination notice should clearly state that it is a formal notice of termination.
Each party is responsible for keeping its contact details reasonably up to date.
Neither party may transfer the contract to another person without the other’s prior written consent, such consent not to be unreasonably withheld or delayed, except that Clario may transfer the contract as part of a genuine sale, merger or reorganisation of its business.
This does not prevent Clario using subcontractors in accordance with these Terms.
Nothing in the contract creates a partnership, joint venture, employment relationship or general agency between the parties.
Neither party has authority to enter into commitments on behalf of the other unless expressly authorised to do so.
Unless expressly stated otherwise, a person who is not a party to the contract has no right to enforce any of its terms.
If either party delays or fails to exercise a contractural right, this does not mean that right has been waived.
A waiver on one occasion does not constitute a waiver on another occasion.
If a court or competent authority determines that part of these Terms is invalid or unenforceable, the remaining provisions will continue in effect so far as possible.
A material amendment to an agreed project must be agreed in writing.
We may update our standard Terms from time to time, but an update will not retrospectively alter an existing project unless both parties agree.
The contract constitutes the agreement between the parties concerning the relevant Services and replaces previous discussions, correspondence or understanding concerning the same subject matter.
Each party acknowledges that it has not relied on a statement not recorded in the contract when deciding to enter into it, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.
These Terms and any dispute or claim arising from them are governed by the laws of England and Wales.
The courts of England and Wales will have exclusive jurisdiction, subject to any alternative dispute-resolution arrangement expressly agreed between the parties.
Clario Creative
Horsham, West Sussex
Email: hello@clariocreative.co.uk
Website: www.clariocreative.co.uk
