Acceptance of a quotation or payment of a deposit or first invoice will be taken as acceptance of the following terms and conditions.

‘Unbranded Digital’ and ‘the agency’ refer to Unbranded Digital Ltd (Company Reg. 09680942, Hope Park Workspaces, Trevor Foster Way, Bradford, BD5 8HB).

‘The client’ refers to the business named on the quotation.

These Terms apply only to clients acting in the course of a business, trade or profession, including sole traders, partnerships and limited companies. By accepting a quotation, the client confirms it is not acting as a consumer.

Quotes, payment and timelines

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 or 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, any remaining balance under the quotation’s payment schedule will be invoiced on project completion (e.g. on delivery of printed items, publishing of a website, or sending of an email campaign) and is payable in accordance with clause 8. 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 will be invoiced on completion and must be paid before work on the next stage begins. Unless the quotation states otherwise, website projects are invoiced 40% on acceptance, 30% at the end of the design phase and 30% on launch. Other projects are invoiced in full on acceptance, or 50% on acceptance and 50% on completion where agreed in writing. 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 the quotation (whichever occurs first), for reasons not caused by the agency, the agency reserves the right to invoice any outstanding balance. Where the quotation sets out a staged payment schedule (such as for website projects), the stages in the quotation apply. If delays are caused by the client, the agency may invoice the next outstanding stage.

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 clauses 3, 4, 5 and 7 above and how they 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.

Creative process and delivery

10) Creative concepts. Unless the quotation states otherwise, costs allow for the presentation of two to three initial creative concepts, as set out in the quotation. Further concepts will be charged at the agency’s standard hourly rate, and the client will be told the cost before any additional work begins.

11) Client amends. Costs allow for two rounds of client amends on the chosen concept. Further amends, or changes significantly more extensive than originally scoped, will be charged at the agency’s standard hourly rate, and the client will be told the cost before any additional work begins.

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 and £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.

Intellectual property, confidentiality and delivery

19) Intellectual property.

Design projects. Until full payment is received, all designs, artwork and associated rights remain the property of Unbranded Digital. On receipt of full payment, Unbranded Digital assigns to the client all copyright in the final approved deliverables created specifically for the client, and will sign a confirmatory assignment on request. Source files, working files, unused concepts, templates, scripts, frameworks, processes and internal tools remain the property of Unbranded Digital unless otherwise agreed and paid for. Third-party elements (such as fonts, stock images and plugins) are licensed, not assigned, on their providers’ terms.

Website projects. Ownership of website projects is set out in clause 26.

SEO, PPC and other retainers. 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) Snagging. Following launch or delivery, the client has 14 days to report defects in writing. The agency will compile these into a snag list and correct them at no charge.

A snag is something that does not work as set out in the agreed scope or signed-off designs, such as a broken link, a layout error on a supported browser, a form that does not submit, or an error in content produced by the agency.

The following are not snags and will be treated as out-of-scope work under clause 37:

  • new features or functionality (e.g. live chat, booking systems, new integrations);
  • new or additional tracking, analytics or marketing tags;
  • changes to signed-off designs, layout, copy or content;
  • additional pages, templates or sections;
  • issues caused by third-party changes, client-supplied content or client actions.

Whether a reported item is a snag will be decided by reference to the agreed scope and signed-off designs. Defects reported after the 14-day period will be addressed using available care plan hours or, where none are available, charged at the agency’s standard hourly rate.

25) Suspension of work. If an invoice is overdue, the agency may give the client written notice that work, hosting, campaigns, website access or delivery of assets will be suspended. If payment is not received within 14 days of that notice, the agency may suspend any or all of these. 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 a suspension carried out in line with this clause.

Websites, hosting and retainers

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) that was created specifically for the client;
  • 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.

Where the delivered website incorporates agency-owned frameworks, boilerplate code or reusable scripts, Unbranded Digital grants the client, on full payment, a perpetual, non-exclusive, royalty-free licence to use, modify and host that code as part of the client’s website, including with another provider. The client may not resell or distribute that code separately. Ownership of third-party assets is subject to the terms of those providers.

27) Web hosting service. The agency offers optional hosting services. Hosting services aim to achieve 99.9% uptime, but 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 in accordance with clause 29C.

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 and PPC services and monthly retainers. SEO and PPC 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 by the client during a fixed term requires payment of 70% of the remaining contract value, except where the break clause in 29A is validly exercised or the agency ends the agreement under 29B. The term starts on the 1st of the month following acceptance, or the 1st of the same month if the agency agrees.

29A) Client break clause (fixed-term contracts). For fixed-term SEO, PPC or other retainer contracts, the client may exercise a break clause after six months of the initial term, subject to the following conditions:

(a) The break clause may only be exercised on the grounds of demonstrably unsatisfactory results. It does not constitute a general right to exit the contract early.

(b) “Unsatisfactory results” means material underperformance against the objectives or KPIs agreed at the outset of the contract, taking into account only factors reasonably within the agency’s control.

(c) Before exercising the break clause, the client must notify the agency in writing of their concerns. The agency will then have 30 days to respond and, where appropriate, implement a remedial action plan.

(d) If the matter remains unresolved to the client’s reasonable satisfaction following that remediation period, the client may serve written notice to bring the agreement to an end. The notice period required is the same as that applicable at end of contract (currently 60 days for SEO, PPC and other retainers under clause 29).

(e) Exercise of the break clause does not entitle the client to a refund of fees already paid.

(f) The break clause may not be invoked where underperformance is attributable to client-side factors, including but not limited to: failure to implement recommendations, late approvals, restricted or removed access, client-supplied content issues, or changes to third-party platforms outside the agency’s control.

29B) Agency termination of fixed-term contracts. The agency may end a fixed-term SEO, PPC or other retainer by written notice stating its reason:

(a) during the first six months of the initial term, on 30 days’ notice;

(b) after the first six months, or once the contract is rolling, on 60 days’ notice.

Reasons may include, without limitation: late or missed payments, or repeated failure to pay invoices by their due date; failure to provide access, approvals, content or information needed to deliver the services; unreasonable, abusive or inappropriate behaviour towards agency staff or contractors; or a breakdown in the working relationship that makes delivery of the services impractical.

Termination under this clause does not entitle the client to a refund of fees already paid, and no early termination charge under clause 29 or 41 applies to the client. The agency will invoice for all work completed up to the end of the notice period.

29C) Website care plans and hosting. Website care plans are monthly rolling services with no minimum term or break clause. Either party may end a care plan at any time by giving 30 days’ written notice. Care plans and stand-alone hosting services are payable monthly in advance on 14-day payment terms. Hosting taken without a care plan is a separate monthly service, which either party may end at any time by giving 30 days’ written notice.

30) Monthly retainer payment terms. Retainer services (including SEO and PPC) are payable monthly in advance. Payment terms are 14 days.

31) Liability for SEO/PPC 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.

32A) 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.

Proposals, data, scope and warranties

33) Content in proposals and quotes. All content, plans, strategies, designs, visuals and ideas within proposals and 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) Fonts and 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) Data protection. Where the agency processes personal data on the client’s behalf, the client is the controller and the agency is the processor, under the UK GDPR and the Data Protection Act 2018. The subject matter, duration, nature and purpose of processing, the types of personal data and the categories of data subjects are those required to deliver the services set out in the quotation. The agency will:

  • process personal data only on the client’s documented instructions, and tell the client if it believes an instruction breaches data protection law;
  • ensure staff with access to personal data are bound by confidentiality;
  • apply appropriate technical and organisational security measures;
  • only use sub-processors (such as hosting providers) under written terms giving equivalent protection, notify the client of any intended changes, and allow the client to object; the agency remains responsible for its sub-processors;
  • store and process personal data within the UK/EEA, and not transfer it elsewhere without the client’s written consent and appropriate safeguards;
  • assist the client with data subject requests, security, breach notification and data protection impact assessments, where reasonable;
  • notify the client without undue delay, and in any event within 48 hours, of becoming aware of a personal data breach;
  • delete or return personal data at the end of the services, unless legally required to retain it;
  • make available the information needed to demonstrate compliance with this clause, and allow reasonable audits on reasonable notice, at the client’s cost.

36) Data retention. Personal data processed on the client’s behalf is deleted or returned in line with clause 35. Other project files, assets and backups are retained for three years after project completion or contract termination. Website files and databases are retained for only 30 days after the website has been moved to the new provider or client. After these periods, the agency may securely delete such data without further notice, unless legally required to retain it.

37) Scope, out-of-scope work and 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. Work outside the scope of a retainer is not added to the retainer budget and will be quoted and invoiced as a separate project.

38) Warranties and non-warranties. The agency warrants that websites:

  • will be free of malware at launch;
  • will work on modern browsers;
  • will be responsive;
  • will meet WCAG 2.1 AA at launch for templates built by the agency, excluding content added by the client and third-party plugins, unless stated otherwise.

Hosting will aim to achieve 99.9% uptime, as set out in clause 27.

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 and 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 and 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.

Termination, liability and general

41) Termination.

A) Termination for convenience

  • SEO, PPC and other fixed-term retainers: the client may end the contract early on payment of 70% of the remaining contract value, except where clause 29A is validly exercised or the agency ends the agreement under clause 29B. The agency may end the contract under clause 29B.
  • SEO, PPC and other retainers once rolling: either party on 60 days’ written notice.
  • Website care plans and hosting: either party on 30 days’ written notice at any time, as set out in clause 29C.
  • Website projects: the client on 30 days’ notice plus payment of 50% of the remaining project value; the agency on 30 days’ notice.
  • Other projects: either party on 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. Either party may terminate for material breach not remedied within 14 days of written notice.

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, charged at the agency’s standard hourly rate where not already covered by an invoiced stage;

(b) any out-of-scope work approved under clause 37;

(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. 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 and 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 quotations accepted from 1st November 2026. The agency may update these Terms from time to time; revised Terms apply to new quotations only. Ongoing projects and fixed-term contracts continue under the version in force when they were accepted, unless agreed otherwise. Rolling services move to revised Terms after 30 days’ written notice. Statutory rights are not affected.