Important Information

These Terms and Conditions (“Terms”) govern all services provided by Crunch Design Limited (“we”, “us”, “our”, “the Agency”) to any client (“Client”, “you”, “your”). They are intended for business-to-business engagements; consumer statutory rights are not excluded where legally applicable. By requesting a quote, instructing us to proceed, approving work, making payment, or otherwise engaging our services you confirm you have read, understood, and agreed to these Terms in full.

These Terms are written to comply with the laws of England and Wales and do not exclude any rights that cannot be excluded by law. Where a specific signed agreement, order form, or quotation exists, that document will take priority over these Terms to the extent of any inconsistency.

1. Definitions & Scope

• Definitions:
• Deliverables: The final files, artwork, designs, source assets, web applications, or outputs we supply to the Client.
• Working Files: Editable or source files (e.g., PSD, AI, Figma, XD, Premiere, source code) and project files used during production.
• Background Materials: Materials, data, logos, text, images, fonts, audio, video or other assets provided by the Client for use in the project.
• Third-Party Materials: Any stock imagery, fonts, plugins, music, APIs, libraries, software, or other third-party assets used in Deliverables.
• Scope of Services: We will provide the services set out in the written quote, brief, or project agreement. Unless expressly stated, the scope does not include: Legal, regulatory, medical, tax or other professional advice; Ongoing hosting, server administration, backups, or email system management (unless explicitly contracted); Costs or licences for third-party services (stock, fonts, plugins, apps, domains, hosting, APIs, themes); Accessibility audits, remedial work, or platform-specific regulatory approvals (unless contracted). Any work outside the agreed scope will be quoted and charged separately.
• Contract Formation: A contract forms when the Client accepts a written quote, confirms instructions, pays a required deposit, or otherwise instructs us to proceed. For small or recurring low-value jobs a formal signed contract is not required but these Terms still apply.
• Professional Advice Disclaimer: Any recommendations, suggestions, opinions, guidance or information provided by the Agency are supplied for general business purposes only and shall not constitute legal, financial, tax, regulatory or professional advice. The Client remains responsible for obtaining independent professional advice where required.

2. Client Responsibilities & Approvals

• The Client warrants and represents that it has full authority to provide Background Materials and to grant the licences required for our use. All Background Materials must be accurate, lawful, non-infringing, and properly licensed for the intended use.
• The Client will obtain all necessary consents, permissions and licences (including model releases, trademark permissions, music licences, font licences and any other third-party licences) before instructing us or before publication.
• The Client will comply with all applicable laws, regulations, advertising codes, platform rules and industry guidelines when using the Deliverables. The Client is entirely responsible for reviewing, approving, and clearing Deliverables prior to publication or commercial use.
• Approval of Proofs: The Client is responsible for reviewing and approving all proofs, artwork, copy, content, layouts, specifications and Deliverables before publication, production, printing, launch or distribution. The Agency shall not be liable for errors approved by the Client.
• Acceptance of Work: Deliverables shall be deemed accepted if no written objections are received from the Client within seven (7) calendar days of delivery. Acceptance shall also be deemed where the Client uses, publishes, distributes, deploys, implements, prints, launches or otherwise benefits from the Deliverables.

3. Intellectual Property

• We retain ownership of all intellectual property rights in the Deliverables and Working Files until the Client has paid all sums due in full. On full payment the Client receives a non-exclusive, non-transferable licence to use the Deliverables for the agreed purposes and territory. The licence scope (fields of use, duration, exclusivity, and any transfer of copyright) will be set out in the project quote or agreed in writing.
• IP Withholding Layer: No ownership rights, intellectual property rights, licences, usage rights, source files, Deliverables, access credentials or other materials shall transfer until all invoices and outstanding sums have been paid in full.
• Unless expressly agreed otherwise, Working Files remain our property. Where the Client requires assignment or delivery of Working Files, this will be subject to a separate written agreement and may incur an additional fee.
• Portfolio Rights: Unless otherwise agreed in writing, the Client grants the Agency a perpetual, worldwide, royalty-free licence to display, reproduce and publish completed Deliverables for portfolio, marketing, promotional and case study purposes (which may be subject to an additional fee if confidentiality was requested in writing prior to delivery).
• Unless otherwise agreed, we may credit our work and the creators. Where permissible, contributors waive moral rights to allow normal commercial use of the Deliverables. Some moral rights cannot be waived; in those cases the Client accepts the limitation.

4. Third-Party Services & Materials

• We will identify Third-Party Materials where possible, but we are not required to notify the Client of every embedded element during production. Deliverables may include open-source software, components, or third-party elements subject to their own licence terms. The Client accepts responsibility to comply with those licences, including attribution or distribution obligations, and assumes all related risk.
• The Client must pay for or provide licences for any stock imagery, fonts, music, footage, plug-ins, themes, APIs or other paid third-party components unless the quote expressly includes them. We make no warranty regarding the continued availability, pricing, functionality or licensing terms of third-party services.
• Platform Modification Risks: The Client acknowledges that third-party providers may modify, suspend, discontinue, restrict or alter their services, pricing, features, licensing terms or availability at any time, and the Agency shall not be liable for any resulting loss, incompatibility, interruption, redevelopment costs or reduction in functionality.
• Different licences apply to different uses (print, web, mobile ads, embedding, commercial reproduction). The Client must ensure that font and asset licences cover the intended use (desktop, web font views limits, app embedding, merchandising, reselling, or large-run print). If a licence or rights fee is required after delivery, the Client is responsible for any additional costs, fines, or takedown/removal charges.
• API and Data Licensing: For any work that uses third-party APIs or data, the Client is responsible for complying with the API provider's terms; any additional fees or restrictions imposed by the provider are the Client's responsibility.

5. Data Protection & Privacy

• Where we process personal data on the Client's behalf, we will act only on the Client's documented instructions and, where required, a separate Data Processing Addendum (DPA) will be signed.
• Role Allocation: The Client determines the purpose and means of processing and remains the Data Controller in relation to any personal data the Client provides or instructs us to process. The Client remains solely responsible for compliance with all applicable data protection, privacy, marketing and electronic communications laws relating to its business, customers, users and data processing activities. Crunch Design Limited acts solely as a Data Processor where applicable.
• The Client warrants that it has obtained all necessary consents and lawful bases for the processing of personal data and for any publication, marketing or profiling.
• Technical Security & Compliance Scope: We will implement reasonable technical and organisational security measures to protect personal data we process as a processor, but we do not guarantee regulatory compliance on behalf of the Client. Nothing in these Terms shall require us to assume the Client's obligations as Data Controller. Nothing in these Terms shall require the Agency to monitor, audit, enforce or manage the Client's compliance obligations as Data Controller.
• Exclusion of Data Usage Declarations: We will not be responsible to declare, register, audit, or log any content, images, photos, artificial intelligence (AI) data, AI tools training data, your clients' data, or customer specific details (including but not limited to customer names, emails, phone numbers, and analytical traffic data).
• GDPR Indemnity: The Client shall indemnify and keep indemnified the Agency against all losses, claims, liabilities, penalties, regulatory action, costs and expenses arising from data breaches, fines, or regulatory action caused by inaccurate instructions, unlawful processing, lack of consent, or the Client's failure to follow data protection obligations or to maintain data protection law compliance. Refer to ICO guidance on roles of controllers and processors and for practical steps to comply with UK GDPR.

6. Security & Technical Limitations

• Security Disclaimer: While reasonable security measures may be implemented, no website, application, platform, server, cloud environment or digital service can be guaranteed to be uninterrupted, error-free or completely secure. The Client acknowledges that digital infrastructure carries inherent security risks.
• Limitation for Infrastructure Breaches: We are not liable for third-party cyberattacks, hacking incidents, malware, service outages, infrastructure failures, data leaks, security breaches, website or application downtime, server crashes, social media account hacks, or password leaks except to the extent caused by our proven negligence or wilful misconduct. The Client is strictly advised to maintain their own appropriate backups, security measures and risk management procedures.
• Credentials & Passwords: The Client is responsible for maintaining the security of account credentials, passwords, authentication devices and recovery methods. The Agency shall not be liable for losses resulting from unauthorised access caused by compromised credentials.
• Backup Responsibility: Unless expressly included within a maintenance or hosting agreement, the Client remains responsible for maintaining independent backups of all websites, databases, content and digital assets.
• Website Compatibility: The Agency does not warrant compatibility with future browser versions, operating systems, devices, third-party software, plugins, APIs or platform updates unless covered by an active maintenance agreement.

7. Maintenance Services

• Hourly Allocation Cap: Whenever we provide, offer, or include any free or paid maintenance plan or promotional support offer, this is strictly defined as minor maintenance work up to a maximum of three (3) hours per calendar month .
• Response Times: Response times are targets only and are not guaranteed service levels unless expressly stated in writing.
• Overage Rates: Any maintenance, update, or troubleshooting work required beyond this 3-hour monthly limit will be automatically charged at our standard rate of £25 per hour , or any updated hourly rate in effect at that time.
• Non-Rollover Policy: Unused maintenance hours expire at the end of each calendar month. They do not roll over, accumulate, or hold any cash or credit value.

8. Marketing & Platform Services

• Approval Procedures: Where content approval procedures have been agreed, we will use reasonable efforts to obtain approval before publication. If the Client authorises automated scheduling, delegated publishing, standing approvals, content calendars or pre-approved content categories, publication may occur without further approval.
• Client Monitoring and Content Auditing: The Client remains fully responsible for regularly reviewing published content, monitoring all websites, application modifications, social media platforms, and public feeds, and notifying us promptly of any concerns. Our liability in these instances is strictly limited to deleting or adjusting the live post upon receiving written notice.
• Commercial Outcome & SEO Protection: The Agency does not guarantee follower growth, engagement levels, advertising performance, lead generation, search engine rankings, revenue increases or any other commercial outcome. Search engine rankings, indexing, visibility and traffic levels are influenced by factors outside the Agency's control. The Agency does not guarantee rankings, indexing status, traffic volumes or search engine performance.
• Email Marketing Protection: The Client is solely responsible for ensuring that all marketing communications comply with applicable laws and regulations, including consent requirements, unsubscribe mechanisms and lawful marketing permissions. The Agency shall not be liable for penalties, complaints, blacklisting, spam reports or regulatory action arising from email marketing campaigns conducted on the Client's behalf.
• Google Business Profile & Third-Party Platforms: The Agency does not own or control Google Business Profiles, search engine listings, maps listings or third-party platform accounts. The Agency shall not be liable for suspensions, verification delays, ranking fluctuations, removals, account restrictions, policy enforcement actions or changes implemented by platform providers.
• Advertising Protection (Google Ads / Meta Ads): Advertising platforms may reject, suspend, restrict or remove advertisements, campaigns or accounts at their sole discretion. The Agency does not guarantee advertisement approval, campaign performance, lead volume, conversion rates, return on investment or commercial results.
• Interaction & Response Disclaimer: Under any active social media plan or service, we shall use reasonable skill and care in providing social media and content management services. However, we will not be responsible for any mishap, miscommunication, brand damage, or negative public consequence arising from our digital interactions. This includes, but is not limited to, situations where we reply to comments, manage Google reviews, handle Trustpilot reviews, like posts, respond to direct messages (DMs), or operate live web chats across Instagram, Facebook, WhatsApp, or website portals.
• Content and Guidelines Indemnity: We will make reasonable commercial efforts to follow copyright laws, local regulations, religious sentiments, and personal sentiments. However, we will not be responsible or liable if content produced by us gives rise to complaints, reputational concerns, regulatory scrutiny, platform enforcement action or third-party claims. The Client retains ultimate responsibility to check and clear all materials.

9. Printing & Production

• Printing Protection: Where printing, production, fulfilment or manufacturing services are provided through third-party suppliers, the Agency acts solely as an intermediary unless otherwise agreed in writing. The Agency shall not be liable for production defects, colour variations, material differences, delivery delays, courier losses or supplier errors beyond its reasonable control.
• Colour Variation Clause: Colours displayed on screens, proofs and digital devices may differ from final printed output due to variations in equipment, substrates, inks, materials and production processes. Exact colour matching is not guaranteed unless expressly agreed in writing.

10. Fees & Payment Terms

• All invoices shall be payable within seven (7) calendar days of the invoice date and time for payment shall be of the essence. We may require a deposit or staged payments for larger projects. Deposits are non-refundable once work has commenced.
• Withholding Restrictions: The Client shall not withhold, set-off, deduct or delay any payment due under these Terms except where required by law.
• Third-Party Costs Responsibility: All third-party costs, licences, subscriptions, advertising spend, printing costs, hosting fees, domain fees, API charges and platform charges shall be payable by the Client unless expressly included within a written quotation.
• An invoice, payment request, reminder or other written notice sent by email, SMS, WhatsApp, call record, or other communication channel shall be valid notice of the payment obligation. The Client may request a formal invoice at any time. All fees are exclusive of VAT or other applicable taxes, which will be shown on the invoice and payable by the Client.

11. Refunds

• Refund Policy: Due to the custom, creative, technical and time-based nature of our Services, all payments made to the Agency are non-refundable once work has commenced. Deposits remain non-refundable. Where a project is cancelled, suspended or terminated, the Client shall remain liable for all work completed, time incurred, commitments made and third-party costs incurred up to the date of cancellation, suspension or termination. Any refund, credit or goodwill adjustment shall be granted solely at the Agency's discretion. Nothing in this clause shall affect any rights that cannot lawfully be excluded under applicable law.

12. Late Payment & Recovery

If payment is overdue we may, to the fullest extent permitted by law:

• Suspension Shield: Suspend or withhold work, Deliverables, or access to systems until full payment is received. Any suspension of services due to non-payment shall not constitute a breach of contract by the Agency.
• Charge statutory interest and fixed statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
• We reserve the right to recover all reasonable administrative, legal, collection and enforcement costs incurred in recovering overdue amounts.

13. Project Delivery & Dormancy

• The written quote specifies the number of included revisions. Minor adjustments within the agreed direction are included; new concepts or substantial changes are outside scope and chargeable. If the Client changes the project's core objectives, style, platform, or requirements after work has begun, we will treat this as new work and quote it separately.
• Where no timeline is agreed, projects must ordinarily complete within the following maximum periods from the project start date unless otherwise agreed: Website & development: 60 days; Branding / logo projects: 30 days; Single-design items (posters, flyers): 15 days.
• Dormancy and Archiving: If the Client is unresponsive for 14 consecutive days, the project may be marked dormant or abandoned. We may pause, close or invoice for work completed and re-quote to restart. During periods of dormancy, the Agency shall have no obligation to reserve resources, personnel, timelines, pricing or project availability.
• Projects inactive for more than 60 days may be archived. Retrieval, review, reactivation and resumption work may incur additional charges and will be billable at our standard hourly rate (currently £45 per hour).

14. Hosting & Domains

• Unless otherwise agreed, the Client is responsible for all hosting, domain registration, server, email and third-party service costs. We can assist with setup and transfers, but the Client must pay any provider fees directly and is responsible for account ownership and credentials.
• Domain Registration Mandate: Unless otherwise agreed in writing, domain names, hosting accounts, email services and third-party subscriptions shall remain the Client's responsibility and should be registered using the Client's own account details wherever reasonably possible.
• Domain name ownership disputes are the Client's responsibility. We will make reasonable efforts to support transfers but do not guarantee domain transfer success.

15. Warranties & Indemnities

• We warrant that we will provide services with reasonable skill and care. Except as expressly provided, all other warranties, conditions and representations are excluded to the fullest extent permitted by law.
• Territorial & Clearance Disclaimer: We do not warrant that Deliverables will be legally suitable for every intended use, territory, platform or jurisdiction, or compliant with all laws. The Client remains responsible for obtaining independent legal advice, legal clearance, and regulatory approvals prior to use. Except where arising solely from our original work, we are not responsible for infringement arising from Client materials, Client instructions, third-party assets, modifications by others, or use outside the agreed project scope.
• Client Indemnity Block: The Client shall indemnify, defend and keep indemnified the Agency, its directors, employees, contractors and representatives from all claims, damages, liabilities, losses, fines, penalties and costs (including reasonable legal fees) arising from: Use, publication or distribution of the Deliverables; Any Background Materials or instructions the Client supplied; Any breach by the Client of its warranties in these Terms; Any failure to obtain licences, rights, consents or releases required for the Client's intended use. We will promptly notify the Client of any claim and may, at our option, control the defence subject to the Client's obligations to indemnify.
• Indemnity Survival: The indemnities contained in these Terms shall survive completion, cancellation, suspension, expiry and termination of the Services.

16. Limitation of Liability

To the fullest extent permitted by law:

• The Liability Cap: The Agency's total aggregate liability, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise out of or in connection with these Terms shall not exceed the greater of (a) the total fees paid by the Client to the Agency for the specific project in the twelve months preceding the claim, or (b) £1,000.
• Aggregation of Issues: Multiple claims arising from the same or related events shall be treated as a single claim for the purposes of calculating liability.
• We exclude liability for indirect, special, consequential or economic loss (including lost profits, loss of business, loss of revenue, loss of data, loss of goodwill, or anticipated savings).
• Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from our negligence, or for fraud.

17. Termination & Conduct

• Termination Mechanism: Either party may terminate for material breach if the other party fails to remedy the breach within 14 days of written notice. Upon termination or suspension, all unpaid invoices, accrued fees, committed third-party costs and completed work shall become immediately due and payable. We may terminate immediately for non-payment, abusive conduct, or where continuing would expose us to legal, regulatory or reputational risk.
• Client Cancellation: If the Client cancels a project after work has commenced, all work completed up to the cancellation date shall be payable. Deposits remain non-refundable and any committed third-party costs shall be reimbursed by the Client.
• Conduct and Personal Duty of Care: The Client shall treat our staff, contractors and representatives with respect. We reserve the right to suspend or terminate services immediately if any staff member is subject to abusive, threatening, discriminatory or inappropriate behaviour. No employee, director, contractor or representative of the Agency shall owe any personal duty of care to the Client beyond obligations imposed by law.
• Force Majeure: We shall not be liable for failure or delay in performing obligations caused by events beyond our reasonable control (including but not limited to strikes, pandemics, government actions, internet or telecommunication failures, fire, flood, or supplier failures). Deadlines will be extended accordingly.
• Subcontracting: We may subcontract or engage third-party suppliers, freelancers and production partners. We remain responsible for project management but are not liable for the independent acts or omissions of subcontractors beyond reasonable selection and supervision. The Client may not assign rights under these Terms without our written consent.

18. General Terms

• Confidentiality: Both parties shall keep confidential information secure and not disclose it to third parties except as necessary for performance or as required by law.
• Insurance & Audit: For projects involving regulated sectors or high-risk processing, the Client may require additional assurances, audits or security measures which will be scoped and charged separately.
• Non-Reliance: The Client acknowledges that it has not relied upon any representation, statement, promise or assurance not expressly contained within these Terms or a written agreement signed by the parties.
• Electronic Communications: Email, WhatsApp messages, electronic approvals, digital signatures and other electronic communications shall constitute valid written communications between the parties.
• Limitation Period: No claim arising from the Services may be brought more than twelve (12) months after the date on which the relevant Deliverables were supplied.
• Severability & Entire Agreement: If any provision of these Terms is held invalid, illegal or unenforceable, the remainder shall continue in full force. Failure to enforce any right is not a waiver. These Terms, together with any project-specific written agreement or accepted quote, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, representations, understandings and communications, whether written or oral relating to the subject matter.
• Governing Law: These Terms are governed by the laws of England and Wales. The parties shall attempt to resolve disputes amicably. If unresolved, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.