‘Unbranded Digital’, ‘the agency’ refers to Unbranded Digital Ltd 

1) Validity of costs All costs provided are valid for thirty days from the date of the quotation.

2) Guide prices and additional charges The costs provided when quoting are guide prices based on anticipated creative, time and production requirements, typical processes, and client cooperation in providing content, meeting deadlines and approvals. Additional charges may apply where requirements change or where delays occur, although the client will be made aware of this in advance. Charges may increase where requirements change, scope expands, timelines extend, or additional revisions are requested.

3) Commencement of work No work will commence until the agency has received written approval of the quotation and, where applicable, the deposit/first monthly payment has been paid.

4) Payment terms Payment terms cannot be varied after acceptance of the quotation unless agreed in writing and signed by a director of the agency. Unless otherwise agreed in writing, the balance of payment will be due in full on project completion (e.g. on delivery of printed items, publishing of a website, or sending of an email campaign). Failure to make payment may result in delays in delivery.

The client shall not withhold, set off or deduct any sums due to the agency unless agreed in writing.

5) Staged payments Where a quotation includes stages, each stage must be paid in full upon completion before progressing to the next stage. Where a project is quoted with an initial deposit and a final balance, the balance may be charged in full on completion or over further staged payments at the agency’s discretion.

6) Extended project timelines If a project exceeds the estimated schedule or extends beyond eight weeks from approval of quotation (whichever occurs first), the agency reserves the right to invoice any outstanding balance.

7) Third-party services payments Any printing, fulfilment, mailing or third-party services provided by the agency will require an up-front payment of at least 50% (or more depending on value). The agency cannot proceed without receipt or proof of this payment.

8) Invoice due dates Unless otherwise stated or agreed in writing, all invoices are due within fourteen days of issue. Please note points 3, 4, 5 and 7 above and how this may impact project timelines.

The agency reserves the right (at its discretion) to charge late payment interest on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% above the Bank of England base rate), plus reasonable debt recovery costs.

Before applying interest, the agency will notify the client in writing and provide an opportunity to pay or arrange an agreed payment plan.

9) Project start timeline Work will typically commence within ten working days of deposit receipt unless otherwise agreed. Any completion dates provided depend on client cooperation and the timely provision of information, resources and approvals. The agency will make every reasonable effort to meet deadlines, but will not be held liable if the project overruns due to client delays, third-party issues or force majeure.

10) Creative options Costs allow for presentation of two creative options. If further development is required beyond three rounds, additional work will be charged at the agency’s standard hourly rate. The agency will not terminate the agreement on this basis, and all such additional charges will be communicated to the client in advance.

11) Client amends Costs allow for a maximum of two sets of client amends. Additional amends may incur charges, which will be notified in advance. If changes become significantly more extensive than originally scoped, additional work will be charged at the agency’s standard hourly rate. The agreement will not be terminated on this basis unless mutually agreed.

12) Sign-off requirement At the end of each stage, the client must provide written sign-off. No further work will proceed until approval has been received. Any amends after sign-off may incur additional charges. Written sign-off constitutes formal approval of that stage. Any subsequent changes will be treated as a new scope of work and charged accordingly. Sign-off cannot be withdrawn once given.

13) Meeting charges Costs allow for occasional reasonable meetings between the agency and client. Additional or extended meetings may incur charges.

14) Exclusions in quoted costs Unless specified, quoted costs exclude VAT, print, illustration, photography, stock images, retouching, copywriting, postage, web hosting, couriers, plugin licences (unless included), merchant fees and other third-party costs.

15) Provision of copy and images Unless stated otherwise, most copy and images are to be provided by the client. The agency may provide headlines and top-line messaging as part of the creative process. The agency can provide full copywriting, photography or illustration for an additional cost. Stock images will usually cost between £10–£30 each. Clients must verify copyright ownership for all content supplied. The agency accepts no liability for copyright infringement on client-supplied content.

16) Preferred print suppliers The agency recommends its preferred print suppliers to ensure quality control. Clients may use their own suppliers, but the agency will not take responsibility for the process or final output when doing so.

17) Third-party partners The agency works with various trusted partners (printers, sign manufacturers, photographers, illustrators, filmmakers, etc.) to extend its service offering.

18) Colour variations Due to differences in screens, printers, inks, substrates, processes and other variables, colour consistency cannot be guaranteed. A wet-proof may be requested at additional cost. The agency accepts no responsibility for colour variations.

19) Intellectual property

Design Projects Until full payment is received, all designs, artwork and rights remain the property of Unbranded Digital. Upon full payment, the client receives rights to the final approved deliverables only. Source files, working files, unused concepts, templates, scripts, frameworks, processes and internal tools remain the property of the agency unless otherwise agreed and paid for.

Website Projects Upon full payment, the client owns the unique website design, build and front-end code delivered for their project. The agency retains ownership of internal frameworks, boilerplate code, reusable scripts, development tools, libraries and processes.

SEO, PPC and Social Media The client owns campaign structures, audiences, keywords, and all final creative assets once invoices are fully paid.

The agency retains ownership of methodologies, internal frameworks, processes and reporting templates.

The agency may reference completed work for self-promotion unless agreed otherwise.

20) Copyright and trademark The agency will not knowingly infringe copyright or trademarks and will provide original creative solutions. The client is responsible for ensuring that their own supplied content does not infringe third-party rights and for securing any required trademarks or copyrights.

21) End-artwork provision Final artwork files (e.g. print-ready PDFs) will be provided on request. Original working files (e.g. InDesign, layered PSD, HTML source, unused designs) are not provided unless agreed and paid for separately. Ownership of unused or rejected files remains with the agency.

22) Confidentiality Both parties will treat confidential information as strictly confidential. This obligation continues for three years after termination, except where disclosure is legally required or information is already public.

23) Indemnification The client agrees to indemnify the agency against all claims, costs, losses, damages or liabilities arising from:
– content, materials, data or instructions supplied by the client;
– the client’s breach of these Terms;
– the client’s failure to obtain appropriate rights, licences or permissions.

The client’s indemnification does not apply where losses arise from the agency’s negligence, wilful default or breach of these Terms.

The agency is not responsible for failures caused by third-party providers unless such failures arise from the agency’s proven negligence in selecting or managing those providers.

24) Defects or problems notification The client must notify the agency in writing of any defects within 30 days of the final invoice date. The agency is not liable for claims raised after this period.

25) Suspension of work The agency reserves the right to suspend all work, hosting, campaigns, website access or delivery of assets if invoices become overdue. Suspension does not waive the agency’s right to payment and project timelines will be adjusted accordingly. The agency is not liable for any losses arising from such suspension.

26) Website ownership For all website projects, upon full payment the client owns:
– the website’s design and layout,
– the code contained within the delivered website files (HTML, CSS, JS, PHP, or other applicable languages),
– all content, copy and assets created specifically for the project,
– any bespoke front-end templates created for the client.

The client does not own:
– core CMS platforms (e.g., WordPress),
– plugins, themes or third-party software,
– proprietary internal frameworks, reusable scripts or boilerplate code owned by the agency,
– source code not specifically created for the client’s project.

Ownership of third-party assets is subject to the terms of those providers.

27) Web hosting service The agency offers optional hosting services. While hosting services aim to achieve 99.999% uptime, no hosting provider can guarantee 100% uptime. The agency will use reasonable care and skill in selecting reputable hosting suppliers, but is not liable for outages, errors, viruses, security breaches or losses arising from hosting services unless caused by the agency’s direct negligence. Hosting may be cancelled or downgraded with 30 days’ notice.

28) Credit and acknowledgment Where possible, appropriate credit to Unbranded Digital should appear on produced work (e.g. small text on a printed item or footer credit on a website). The agency may reference work for promotional use unless otherwise agreed.

29) SEO services and monthly retainers SEO retainers are fixed-term contracts (normally 12 months unless stated otherwise). Following the initial term, services continue on a rolling basis. A minimum of 60 days’ notice is required to cancel rolling services. Early termination during a fixed term requires payment of 70% of the remaining contract value.

30) SEO payment terms SEO services are payable monthly in advance. Our payment terms are 14 days.

31) Liability for SEO results The agency is not liable for delays or unsatisfactory results due to factors beyond its control, including client non-responsiveness, late approvals or lack of access.

32) Non-liability and compensation If delays or issues occur due to the client, the agency is not liable and will not offer compensation. Any compensation offered is at the agency’s discretion and does not constitute acceptance of liability.

Cyber Liability The agency is not responsible for cyber-attacks, hacking, malware, data loss, breaches or security incidents unless caused directly by the agency’s proven negligence. Clients are responsible for maintaining secure passwords, access controls and appropriate security practices on their systems.

33) Content in proposals/quotes All content, plans, strategies, designs, visuals and ideas within proposals/quotes remain the property of the agency until accepted and paid for. If the client does not proceed, they may not use the content. The agency may reuse proposal content (excluding client-specific confidential information).

34) About fonts & font licences Fonts will be provided free when possible. Where premium fonts are required, licences must be purchased and managed by the client. If the client supplies fonts, they must ensure correct licensing. The agency is not liable for copyright issues arising from client-supplied fonts.

35) GDPR & data processing The agency may occasionally access personal data belonging to the client’s customers in order to deliver services. The agency will only process such data as instructed by the client, in accordance with the UK GDPR and Data Protection Act 2018.
A full Data Processing Agreement is incorporated into these Terms (and may be provided separately on request). The agency will:
– process data only as instructed
– apply appropriate security measures
– limit access to authorised personnel
– notify the client within 48 hours of any data breach
– not transfer data outside the UK/EEA
– assist with data subject requests where reasonable
– delete or return data at termination unless legally required to retain it

36) Data retention The agency retains project files, assets and backups for a period of three years after project completion or contract termination. Please note that website files and database will only be retained for 30 days after the website has been moved to the new provider/client.

After this period, the agency may securely delete such data without further notice, unless legally required to retain it.

37) Scope, out-of-scope work & change requests All work is based on agreed scope. Work outside scope will be quoted separately and carried out only once approved in writing by both parties. Out-of-scope work includes additional amends, new functionality, fixes caused by third-party changes, or issues resulting from unauthorised client actions. The agency’s standard hourly rate applies.

38) Warranties and non-warranties

The agency warrants that:
– websites will be free of malware at launch
– websites will work on modern browsers
– websites will be responsive
– websites will meet WCAG 2.1 AA unless stated otherwise
– hosting will aim to achieve 99.999% uptime

The agency does not guarantee:
– SEO rankings
– PPC or social media results
– uptime beyond hosting provider guarantees
– ROI or performance outcomes
– accessibility compliance beyond WCAG 2.1 AA
– page speed scores
– pixel-perfect cross-browser rendering
– accuracy of print colour reproduction
– reliability of third-party systems, plugins or APIs
– legal compliance of client-provided content

39) Accessibility, compliance & third-party reliance The agency is not responsible for third-party platform changes, plugin failures, API issues, hosting failures or legal compliance of client-supplied materials. Updates or fixes resulting from third-party issues may be chargeable.

40) Website maintenance & security responsibilities Clients subscribed to a care plan receive updates, monitoring, security patches and backups. Clients not subscribed are responsible for all updates, backups, and security. The agency is not liable for issues arising from outdated software, unauthorised changes, insecure passwords, removal of agency access, or third-party hosting.

41) Termination

A) Termination for convenience:
– SEO/PPC/Social Retainers: 60 days’ notice
– Website Care Plans & Hosting: 30 days’ notice
– Website Projects: 30 days’ notice + payment of 50% of the remaining project value

The agency may terminate any agreement with 30 days’ notice.

If a project is terminated by the client, all work completed up to termination will be invoiced immediately. Deposits are non-refundable.

Early termination of a fixed-term SEO/PPC/Social contract requires payment of 70% of the remaining value.

Either party may terminate for material breach not remedied within 14 days.

B) Fees on Termination

If the agreement is terminated for any reason (including termination by the agency), the agency may invoice immediately for:

(a) all work completed up to the termination date, including work in progress and time spent whether or not formally approved;
(b) any approved or requested out-of-scope work carried out;
(c) any non-cancellable third-party costs or commitments entered into on the client’s behalf; and
(d) any reasonable administrative or transition time required to close the project.

Where a project was quoted on a fixed price, but:

– the scope materially expands;
– timelines extend due to client delay, non-responsiveness or change of instructions;
– approvals are reversed; or
– work is requested outside the agreed scope,

the agency may charge for such additional work at its standard hourly rate (or at an agreed revised quotation).

Termination does not affect the client’s obligation to pay for work properly carried out prior to termination.

All such invoices are due in accordance with clause 8 (Invoice due dates). A reasonable breakdown of charges will be provided on request.

42) Limitation of liability The agency’s total aggregate liability arising under or in connection with the agreement (whether in contract, tort, negligence or otherwise) is limited to the total fees paid by the client in the 12 months preceding the incident giving rise to the claim.

The agency is not liable for loss of profit, revenue, goodwill, data, business interruption, or any indirect or consequential losses.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any liability which cannot legally be limited.

43) Non-solicitation The client agrees not to solicit or employ any agency employee or contractor involved in their project for six months after termination without written consent.

44) Force majeure The agency is not liable for delays or failures caused by events beyond its control, including natural disasters, pandemics, war, strikes, hosting failures, power outages or third-party service disruption.

45) Governing law & jurisdiction These terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.

46) Modification of terms These terms supersede all previous versions and apply to all current and future projects unless otherwise agreed in writing. The agency reserves the right to modify these terms with immediate effect. Revised terms will apply to new projects only. Ongoing projects continue under the version in force at the time of contract unless agreed otherwise. Statutory rights are not affected.

 

Last updated – January 2026