Graphic Design Terms & Conditions
Graphic Design Terms & Conditions
Thank you for choosing to partner with Clueflow Ltd on your project – we’re delighted to be working with you and look forward to getting started.
Please read and follow this partnership agreement carefully. Our aim is to build a collaborative working relationship underpinned by trust, transparency, and mutual respect. This ensures you receive the best possible experience when working with us and enables us to deliver the highest quality results, referred to in this agreement as the Deliverables.
This document forms a legally binding commercial agreement. Failure to comply with its terms may constitute a breach of this agreement and may entitle us to suspend services or terminate the partnership.
Both parties agree to cooperate throughout the Project and Services and comply with all relevant legal obligations, including those relating to the handling, storage, and processing of data. Resource allocation and scheduling are essential parts of our collaboration and are reflected in the provisions below.
Your Area of Expertise
Clueflow Ltd works with businesses across a wide range of industries and sectors. While we bring expertise in branding, design, and creative services, you remain the expert in your own business and industry.
You understand your market, audience, and brand better than we can. For this reason, throughout our partnership we will rely on your knowledge and input to help guide the creative direction and ensure the Deliverables reflect your brand accurately.
You agree to:
Provide materials, information, and access to systems or software where necessary to enable us to deliver the Services outlined in the Proposal.
Provide prompt approvals, feedback, or requested information in accordance with the agreed project schedule.
During the project you may also need to agree to the licence terms of third-party assets such as:
stock photography
stock video
fonts
design resources or templates.
You must comply with the licence terms associated with these assets. Failure to do so may require us to suspend work on the Project or Services and may constitute a breach of this agreement.
Our Area of Expertise
Clueflow Ltd is a digital agency specialising in branding, graphic design, website design, SEO, PPC advertising, and digital marketing services.
While we provide professional creative services and follow industry best practices, we are not legal advisers and cannot guarantee that Deliverables comply with all applicable laws or regulatory requirements.
If Deliverables require modification in order to comply with relevant laws or industry regulations, any costs associated with those changes will be the responsibility of the client.
Employing Each Other’s Staff
Neither party will, without prior written agreement, deliberately recruit or employ employees or consultants who have worked on the delivery of the Services.
If within 12 months of their involvement in your project you choose to employ a member of the Clueflow team or one of our consultants directly, a recruitment fee equivalent to 25% of the individual’s annual salary will be payable. This fee covers the costs associated with recruiting and onboarding replacement talent.
This fee will be invoiced when the individual submits their notice and will be payable within 30 days.
Collaborating on Design & Print
You agree to:
Work with us in good faith to create and approve a Design Brief, which defines the creative direction and acts as the reference point for the design work.
Provide Client Materials in accordance with the project schedule and at your own expense. Images should be supplied in standard formats such as JPEG or PNG, and written content should be supplied in editable digital formats such as Google Docs or Word documents.
Review, check, provide feedback on, and approve Design Deliverables within the agreed timelines so that the project can progress efficiently.
For printed collateral, you acknowledge that:
Absolute consistency of colours, materials, and finishes cannot be guaranteed due to variations in printing processes.
Pre-print images, proofs, and samples are illustrative and may differ slightly from the final printed result.
Repeat orders may not achieve exactly the same colours as previous runs due to printing variations.
You are responsible for checking all proofs prior to printing, including spelling, grammar, and typographical errors.
Projects – Our Terms of Business
How We Will Work Together
Our proposal outlines the Services, Deliverables, timelines, and Fees for your project. These Terms and Conditions apply to all services provided by Clueflow Ltd unless otherwise agreed in writing.
Please also refer to our Partnership Agreement, which forms part of this agreement and outlines how we collaborate with our clients.
What We Will Do
Clueflow Ltd will:
Deliver the Services outlined in the proposal in a professional and collaborative manner.
Work towards achieving the Deliverables and any agreed KPIs where applicable.
Make reasonable efforts to meet performance dates specified in the proposal.
Respond promptly to reasonable requests for updates or project information.
Provide a project schedule outlining milestones and deliverable deadlines.
Produce initial design concepts or proofs based on the agreed Design Brief and present them for feedback and approval.
Where required, produce additional design iterations as outlined in the proposal or agreed during the project.
Allocate resources according to the project schedule alongside our other client projects.
We may subcontract elements of the Services to trusted partners or specialists where appropriate. Throughout the project lifecycle you will have a dedicated point of contact within our project management team.
What You Will Do
You agree to:
Cooperate with us to enable delivery of the Services.
Provide accurate and complete information, materials, and system access required for the project.
Meet milestones and deadlines specified in the project schedule.
Provide detailed feedback on designs, concepts, and deliverables in accordance with the schedule.
Obtain any necessary licences or permissions for images, logos, text, or other Client Materials supplied to us.
You also permit us to showcase our work with you in our portfolio, website, marketing materials, and case studies.
“Client Materials” refers to all content, information, intellectual property, or materials supplied to us by you.
Unless otherwise stated in the proposal, you are responsible for providing all content and imagery required for the Services. If stock photography or additional assets are required, these will be quoted separately.
Managing the Project
To deliver the project effectively we will require access to certain systems, data, or individuals within your organisation.
As the project progresses we will require approvals, feedback, and information from you in accordance with the project schedule.
Delayed responses may result in adjustments to the schedule, as we allocate resources across multiple projects.
Each party will nominate a Project Manager responsible for communication and project decisions.
Changes to Services or Schedule
If you wish to change the scope of the Services, you must notify us as soon as possible.
We will provide a revised proposal outlining any changes to scope, timelines, or Fees. Once issued, revised terms should be confirmed within 7 days.
Additional services outside the agreed scope may be billed on a time and materials basis at our current rate of:
£75 + VAT per hour
Delays
If milestones are missed due to delayed feedback, missing materials, or lack of cooperation, we may need to revise the project schedule.
The first rescheduling may be completed without charge.
If delays occur again, a rescheduling fee of £1,000 + VAT may be applied to cover the cost of reallocating resources and updating the project schedule.
Repeated delays may result in termination of the agreement.
Payment Terms
Our Fees and payment structure are outlined in the proposal.
Invoices will include VAT where applicable.
Initial deposits or first instalments are non-refundable.
If payment becomes overdue:
interest may be charged at 8% per annum
we may suspend Services until outstanding balances are settled.
You will also be responsible for reasonable costs associated with recovering overdue payments.
Intellectual Property
During the project we may use both existing intellectual property and create new intellectual property.
Background Intellectual Property Rights remain the property of Clueflow Ltd.
Once Fees are paid in full:
you will receive ownership of the Deliverables created for the project
we retain the right to reference the Deliverables internally for portfolio and promotional purposes.
You retain ownership of all Client Materials supplied to us.
Resolving Issues
If you are dissatisfied with the Services, please notify us so we can work together to resolve the issue.
If disputes arise, both parties agree to attempt resolution through negotiation before pursuing legal action.
This agreement is governed by the laws of England and Wales, and disputes fall under the jurisdiction of the English courts.
Our liability is limited to the Fees paid during the preceding 12 months, and we are not liable for indirect losses such as loss of profits, revenue, or data.
Termination
Either party may terminate this agreement with 30 days written notice if the other party is in serious breach of its obligations.
Immediate termination may occur if either party becomes insolvent.
Upon termination:
Services will cease immediately
outstanding invoices become payable
non-perpetual licences will end
Client Materials will be returned where appropriate once all Fees are settled.
Formal notices must be sent by email and will be deemed effective at 6pm on the next business day following dispatch.
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