Terms of Engagement

1. The parties and the agreement

These terms apply to all services provided by Gareth Spenceley, a sole trader based in West Bridgford, Nottingham, United Kingdom, NG2 (“I”, “me”), to a business client (“you”). Together with the written proposal or statement of work that you accept (the “Proposal”), they form the entire agreement. If the Proposal and these terms conflict, the Proposal takes priority.

These services are provided to businesses. If you are contracting as a consumer, additional statutory rights under the Consumer Rights Act 2015 and the Consumer Contracts Regulations 2013 will apply and nothing in these terms affects them.

2. Scope

The services, deliverables, timescales and fees are as described in the Proposal. Work outside the agreed scope, additional revision rounds or significant changes in direction will be quoted separately and agreed in writing before work begins.

3. Fees and payment

Fees are as set out in the Proposal. Unless stated otherwise: fixed-scope engagements require a 50% deposit before work begins, with the balance due on completion; engagements longer than two months may be invoiced in agreed stages; independent creative direction retainers are invoiced monthly in advance.

Invoices are payable within 14 days of issue. Reasonable pre-agreed expenses are recharged at cost. Fees are stated exclusive of VAT, which will be added if and when applicable.

Late payments may incur statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Work may be paused while invoices remain overdue.

4. Your responsibilities

You agree to provide timely access to information, materials, people and decisions reasonably required, and to ensure that any materials you supply do not infringe the rights of others. Delays in providing feedback or approvals may affect timescales and fees.

5. Changes, postponement and cancellation

Either party may end an engagement by giving 14 days' written notice (or one month's notice for retainers after any agreed minimum term). You will pay for all work completed and committed costs up to the end of the notice period. Deposits cover reserved time and are non-refundable once work has started, except where I am unable to perform the services.

Either party may terminate immediately if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent.

6. Intellectual property

On receipt of full payment, the intellectual property rights in the final approved deliverables created specifically for you transfer to you. Until then, you are granted a licence to use them only for review.

I retain ownership of pre-existing materials, know-how, tools, templates, unused concepts and rejected options. Where third-party assets such as fonts, photography or software are used, they are subject to their own licences, which you agree to obtain or pay for where required.

Unless agreed otherwise, I may show completed work, and name you as a client, in my portfolio and professional profiles once it is publicly released. Confidential or unreleased work will never be shown without your permission.

7. Confidentiality

Each party will keep confidential any non-public information received from the other and use it only for the engagement. This obligation continues after the engagement ends but does not apply to information that is publicly available or required to be disclosed by law.

8. Data protection

Each party will comply with UK GDPR and the Data Protection Act 2018. Where I process personal data on your behalf as part of the services, I will act only on your documented instructions and the parties will agree appropriate data processing terms.

9. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited.

Subject to that, I am not liable for any indirect or consequential loss, loss of profit, revenue, business or goodwill, and my total liability arising from any engagement is limited to the fees paid for that engagement in the twelve months before the claim.

Recommendations are provided in good faith using professional judgement; commercial outcomes depend on many factors beyond my control and cannot be guaranteed.

10. Independent status

I provide services as an independent contractor. Nothing in these terms creates an employment, partnership or agency relationship. Trusted specialist collaborators may be engaged where agreed, and I remain responsible for their work.

11. General

Neither party is liable for delays caused by events beyond its reasonable control. Any changes to these terms must be agreed in writing. If any provision is found unenforceable, the remainder continues in effect.

These terms are governed by the laws of England and Wales. The parties will try to resolve any dispute through good-faith discussion first; failing that, the courts of England and Wales have exclusive jurisdiction.