Terms & Conditions

1. Definitions and Interpretation

1.1 In these Terms, the following words have the meanings set out below:

“Agency” means Lesniak Swann Limited (company number 4536491), whose registered office is at Building 5, Spode Works, Elenora Street, Stoke-on-Trent, ST4 1QQ.

“Background IP” means Intellectual Property Rights owned by or licensed to the Agency that exist independently of the Contract, or that are created otherwise than in the course of performing the Contract, in each case other than the Agency Tools.

“Client” means the person, firm, or company identified as the client in the Proposal or Statement of Work.

“Confidential Information” means any information disclosed by one party to the other (whether in writing, orally, or by any other means) that is identified as confidential or that ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure, including (without limitation) business plans, client lists, financial information, marketing strategies, creative concepts, and technical data.

“Contract” means the agreement between the Agency and the Client for the supply of Deliverables, formed as described in clause 3.4, and incorporating these Terms.

“Deliverables” means the services, creative work, materials, digital assets, websites, and any other outputs to be supplied by the Agency under the Contract, as described in the Proposal or Statement of Work.

“Fees” means the fees payable by the Client for the Deliverables, as set out in the Proposal, Statement of Work, or as otherwise agreed in writing.

“Intellectual Property Rights” means copyright, trade marks, service marks, design rights, patents, database rights, rights in confidential information, domain names, and all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights that exist anywhere in the world.

“Proposal” means the Agency’s written proposal, estimate, quotation, or statement of work setting out the scope, deliverables, timelines, and fees for the work.

“Retainer” means an ongoing arrangement under which the Client engages the Agency to provide a defined scope of services on a continuing basis in exchange for regular periodic payments.

“Sign Off” means written approval by the Client (including by email) of any deliverable, proof, layout, design, copy, wireframe, or other material submitted by the Agency for review.

“Statement of Work” or “SOW” means a document describing a specific project or phase of work, including scope, deliverables, timeline, and fees.

“Terms” means these terms and conditions as amended from time to time.

“Working Day” means any day other than a Saturday, Sunday, or public holiday in England.

1.2 In these Terms, unless the context requires otherwise: (a) references to clauses are to clauses of these Terms; (b) words in the singular include the plural and vice versa; (c) a reference to a statute or statutory provision includes any subordinate legislation made under it and any modification or re-enactment of it; and (d) headings are for convenience only and do not affect interpretation.

2. Application of These Terms

2.1 These Terms apply to every Contract between the Agency and the Client and to each request for Deliverables received by the Agency from the Client, unless otherwise agreed in writing.

2.2 The supply of Deliverables shall be subject to these Terms, which take precedence over any terms and conditions of the Client (including any terms the Client purports to apply under any purchase order, confirmation of order, or similar document).

2.3 These Terms supersede all previous terms and conditions notified by the Agency to the Client.

2.4 No terms or conditions endorsed on, delivered with, or contained in the Client’s purchase order, confirmation of order, specification, or other document shall form part of the Contract.

2.5 No employee, subcontractor, or agent of the Agency is authorised to make any representation or warranty concerning the Deliverables unless confirmed by the Agency in writing. The Client acknowledges that it does not rely on any representation not set out in the Contract.

3. Proposals and Formation of Contract

3.1 Proposals are estimates of the work to be carried out and the costs to be incurred. They are not binding offers unless expressly stated otherwise.

3.2 Unless otherwise stated in writing, a Proposal shall remain open for acceptance for 30 days from the date of issue, after which it shall lapse automatically. The Agency may withdraw a Proposal at any time before acceptance.

3.3 The Agency reserves the right to decline any instruction or order for Deliverables.

3.4 The Contract shall come into effect on the earliest of: (a) the Client’s written acceptance of the Proposal; (b) the Client’s signature of a letter of engagement or Statement of Work; or (c) the Agency commencing work on the Client’s instructions with the Client’s knowledge.

3.5 The Client is responsible for the accuracy of any brief, information, materials, or instructions provided to the Agency. The Agency shall have no liability for errors arising from inaccurate or incomplete information supplied by the Client.

4. The Agency’s Obligations

4.1 The Agency shall perform the Deliverables with reasonable care and skill and in accordance with generally recognised commercial practices and standards in the creative services industry.

4.2 The Agency shall use reasonable endeavours to meet any dates or timescales set out in the Proposal or Statement of Work. Time shall not be of the essence for the delivery of any Deliverables unless expressly agreed in writing.

4.3 The Agency may subcontract or delegate the performance of any of its obligations under the Contract, but shall remain responsible for the acts and omissions of its subcontractors.

5. The Client’s Obligations

5.1 The Client shall: (a) co-operate with the Agency in all matters relating to the Deliverables; (b) provide the Agency with such information, materials, and access as the Agency may reasonably require; (c) ensure that any information or materials supplied are accurate and complete; and (d) obtain and maintain all necessary licences, permissions, and consents required for the Agency to perform its obligations.

5.2 The Client warrants that any brief, materials, content, or instructions supplied to the Agency do not infringe the Intellectual Property Rights of any third party and are not defamatory, obscene, or in breach of any applicable law.

5.3 The Client shall indemnify the Agency against all claims, losses, damages, costs, and expenses (including legal fees) arising from any breach of clause 5.2 or from the Agency’s use of any materials supplied by the Client in accordance with the Client’s instructions.

6. Fees and Payment

Fees

6.1 The Client shall pay the Fees in accordance with the payment terms set out in the Proposal, Statement of Work, or as otherwise agreed in writing.

6.2 All Fees are exclusive of VAT, which shall be payable by the Client at the prevailing rate.

6.3 Where a Retainer arrangement is in place, the Client shall pay the agreed monthly or quarterly Retainer fee in advance by the date specified in the Proposal. Retainer fees are payable regardless of whether the Client uses the full allocation of services in any given period, unless the Proposal provides otherwise.

6.4 For project-based work, the Agency may require:

(a) a deposit on acceptance of the Proposal (the amount to be specified in the Proposal); and

(b) payment of the balance on completion of the Deliverables or in accordance with any milestone schedule set out in the Proposal.

Payment Terms

6.5 Unless otherwise agreed in writing, invoices are payable within 30 days of the date of invoice.

6.6 If the Client fails to make any payment when due, the Agency may (without prejudice to any other right or remedy) charge interest on the overdue amount at 4% per annum above the base rate of the Bank of England from time to time, compounding monthly, or at the rate and in the manner prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended), whichever is the higher.

6.7 The Client shall pay all sums due under the Contract in full without any set-off, deduction, counterclaim, or withholding (except as required by law).

6.8 If any payment is overdue, the Agency may (on written notice to the Client) suspend performance of any or all Deliverables under the Contract or any other agreement with the Client until payment is received in full, without liability to the Client for any resulting delay.

Additional Costs

6.9 The Agency shall obtain the Client’s prior written approval before committing to any third-party costs or expenses in connection with the Deliverables (such as stock imagery, printing, media buying, photography, travel, or specialist subcontractors). Approved costs and expenses shall be payable by the Client in addition to the Fees.

6.10 Where any change to the scope of work agreed in the Proposal results in additional work, the Agency shall notify the Client and the parties shall agree the additional fees before the work is carried out. If the parties cannot agree, the Agency shall have no obligation to carry out the additional work.

6.11 The Agency reserves the right to review its rates annually. For Retainer arrangements, any rate increase shall take effect from the next Retainer period following 60 days’ written notice to the Client.

7. Changes, Approvals, and Sign Off

7.1 The Client shall review all Deliverables submitted for approval promptly and shall provide Sign Off or detailed feedback within 5 Working Days of receipt (or such other period as is agreed in the Proposal). If the Client does not respond within this period, the Agency may treat the Deliverables as approved.

7.2 Sign Off constitutes the Client’s acceptance of the relevant Deliverable and the Agency’s authority to proceed with production, publication, or the next stage of work as appropriate.

7.3 After Sign Off, any changes requested by the Client shall be treated as additional work and charged in accordance with clause 6.10.

7.4 The Agency shall not be liable for any errors in Deliverables that: (a) were present in materials approved by the Client at Sign Off; (b) result from information, content, or instructions supplied by the Client; or (c) the Client failed to identify during a reasonable review period.

7.5 The Agency cannot guarantee exact colour reproduction across different media, devices, or production processes.

7.6 Where the Agency reserves studio, production, or specialist resource time for the Client (“Booked Time”), the Client shall provide all approvals, materials, content, instructions, and other input required for that work to proceed no later than two (2) Working Days before the start of the Booked Time. If the Client fails to do so, or postpones or cancels the Booked Time with less than two (2) Working Days’ notice:
(a) the Agency may charge the Client for the reserved resource at the Agency’s prevailing rates, up to a maximum of two (2) days’ time, to cover the cost of resource that cannot be reallocated at short notice; and
(b) the affected work shall be rescheduled to the next date on which the Agency has availability, which may be later than the original timeline. The Agency shall not be liable for any delay to delivery resulting from the rescheduling.

8. Intellectual Property

Ownership and Assignment

8.1 All Intellectual Property Rights in the Deliverables shall vest in the Agency on creation, except for: (a) any pre-existing Intellectual Property Rights belonging to the Client (“Client IP”); and (b) any third-party materials licensed for use in the Deliverables.

8.2 The Client grants the Agency a non-exclusive, royalty-free licence to use the Client IP to the extent necessary to perform its obligations under the Contract.

8.3 Until payment in full of all Fees due under the Contract, all Intellectual Property Rights in the Deliverables remain vested in the Agency. Pending payment, the Agency grants the Client a limited licence to review and comment on the Deliverables for the purposes of the Contract only. That licence terminates automatically, and the Client shall not use, publish or otherwise exploit the Deliverables, if the Contract is terminated for the Client’s non-payment or material breach.

8.4 On payment in full of all Fees due under the Contract, the Agency assigns to the Client, with full title guarantee and by way of present assignment of future rights, all Intellectual Property Rights in the Deliverables arising under or in connection with the Contract, except for the Agency Tools (clause 8.7), any third-party materials (clause 8.1(b)), and the Agency’s Background IP (clause 8.5).

8.5 The Agency retains its Background IP. To the extent that any Background IP is incorporated into, or is necessary for the use or exploitation of, the Deliverables, the Agency grants the Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, adapt, sub-licence and otherwise exploit that Background IP for those purposes.

Licences

8.6 The Client grants the Agency a perpetual, non-exclusive, royalty-free licence to use the Deliverables for the purposes set out in clause 12.

Agency Tools

8.7 The Agency retains all Intellectual Property Rights in any tools, methodologies, frameworks, templates, or know-how developed or used by the Agency in the course of performing the Contract (“Agency Tools”), whether or not incorporated into the Deliverables. Where Agency Tools are incorporated into the Deliverables, the Agency grants the Client a perpetual, non-exclusive, royalty-free licence to use those Agency Tools to the extent necessary for the Client’s use of the Deliverables. The Client shall not otherwise use, reverse-engineer, or create derivative works from the Agency Tools.

Warranty, Indemnity and Third-Party Materials

8.8 The Agency warrants that the receipt, use and onward use of the Deliverables by the Client and its permitted sub-licensees will not infringe the Intellectual Property Rights of any third party. The Agency’s liability under this warranty is subject to clause 13.

8.9 Subject to clause 13, the Agency shall indemnify the Client against direct losses, damages and reasonable costs (including reasonable legal costs) that are awarded against the Client by a court of competent jurisdiction, or agreed by the Agency in settlement, arising from a third-party claim that the Deliverables (excluding Client IP and any third-party materials) infringe that third party’s Intellectual Property Rights, provided that the Client:

(a) notifies the Agency in writing promptly on becoming aware of the claim;

(b) gives the Agency sole conduct of the defence and settlement of the claim, and does not admit liability or settle without the Agency’s prior written consent;

(d) takes no action that prejudices the Agency’s conduct of the defence.

The indemnity in this clause 8.9 does not apply to any claim arising from: (i) materials, content, briefs or instructions supplied by the Client; (ii) any modification of the Deliverables made other than by the Agency; or (iii) use of the Deliverables otherwise than in accordance with the Contract.

8.10 Where the Deliverables incorporate or rely on third-party materials or licences, the Agency shall notify the Client of any ongoing licence obligations. The Client shall be responsible for complying with such obligations.

9. Confidentiality

9.1 Each party shall keep confidential all Confidential Information of the other party and shall not disclose it to any third party without the disclosing party’s prior written consent, except: (a) to its employees, officers, advisers, subcontractors, or consultants who need to know the information for the purposes of the Contract, provided that such persons are bound by obligations of confidentiality no less onerous than those in this clause; (b) as required by law, regulation, or the order of any court or regulatory authority of competent jurisdiction; or (c) where the information has entered the public domain other than through a breach of this clause.

9.2 The obligations in this clause 9 shall survive termination of the Contract for a period of 3 years.

10. Data Protection

10.1 Each party shall comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 (together, “Data Protection Laws”) in connection with the performance of its obligations under the Contract.

10.2 To the extent that the Agency processes personal data on behalf of the Client in connection with the Deliverables, the Agency shall act only on the Client’s documented instructions and shall implement appropriate technical and organisational measures to protect the personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage.

10.3 Where the Agency processes personal data on behalf of the Client, the Client is the controller and the Agency is the processor. The subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subject are as set out in the Proposal or Statement of Work or, where not so set out, as reasonably necessary for the Agency to perform the Deliverables. Clauses 10.4 to 10.10 apply to that processing.

10.4 The Agency shall:

(a) process the personal data only on the Client’s documented instructions, including those set out in the Contract, unless required to do otherwise by law (in which case the Agency shall, where lawful, inform the Client before processing);

(b) ensure that persons authorised to process the personal data are bound by appropriate obligations of confidentiality;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the UK GDPR;

(d) taking into account the nature of the processing, assist the Client by appropriate technical and organisational measures, insofar as reasonably possible, in responding to requests from data subjects exercising their rights under the Data Protection Laws; and

(e) assist the Client in ensuring compliance with its obligations in respect of security, personal data breaches, data protection impact assessments and prior consultation, taking into account the nature of the processing and the information available to the Agency.

10.5 Sub-processors. The Client gives the Agency general authorisation to appoint sub-processors. The Agency shall give the Client prior written notice of any intended addition or replacement of a sub-processor and shall allow the Client to object on reasonable data-protection grounds within 10 Working Days. The Agency shall impose on each sub-processor data-protection obligations equivalent to those in this clause 10 and shall remain liable for the acts and omissions of its sub-processors.

10.6 The Agency shall notify the Client without undue delay, and in any event within 48 hours, after becoming aware of a personal data breach affecting the Client’s personal data, and shall provide the Client with sufficient information to allow the Client to meet any reporting obligation under the Data Protection Laws.

10.7 On termination or expiry of the Contract, the Agency shall, at the Client’s option, return or delete the personal data processed on the Client’s behalf, except to the extent the Agency is required by law to retain it.

10.8 The Agency shall make available to the Client information reasonably necessary to demonstrate compliance with this clause 10 and shall allow for and contribute to audits conducted by the Client or its authorised auditor. Audits shall take place no more than once in any 12-month period (save where required by a supervisory authority or following a personal data breach), on reasonable prior written notice, during normal business hours, subject to appropriate confidentiality undertakings, and at the Client’s cost.

10.9 The Agency shall not transfer personal data outside the United Kingdom without putting in place an appropriate transfer mechanism under the Data Protection Laws.

10.10 This clause 10 constitutes the Client’s documented instructions in respect of the Agency’s processing of personal data. The parties may enter into a separate data processing agreement where required and, in the event of conflict, that agreement shall prevail over this clause 10.

11. Use of Artificial Intelligence

11.1 The Agency may use artificial intelligence tools and technologies in the course of delivering its services, including (without limitation) for content development, research, data analysis, and workflow optimisation, provided that it shall not input the Client’s Confidential Information or any personal data processed on the Client’s behalf into any third-party AI tool, nor permit such information to be used to train an AI model, except where that tool is provided to the Agency under enterprise, business or equivalent terms that prohibit the use of input data to train AI models and do not make such inputs available to other users.

11.2 All AI-assisted outputs are reviewed, refined, and approved by the Agency’s team before delivery to the Client. The Agency remains fully responsible for the quality and accuracy of the Deliverables regardless of the tools used in their creation.

11.3 If the Client does not wish the Agency to use AI tools in any aspect of their project, the Client must notify the Agency in writing before work commences. The Agency’s Fees and timescales are based on its standard working practices, which include the use of AI. Where the Client opts out, the Agency will confirm any resulting change to the Fees or timescales before work begins, and no additional charge will apply without the Client’s written agreement. In the absence of an opt-out notice, the Client consents to the Agency’s use of AI in accordance with its standard working practices.

12. Publicity and Portfolio

12.1 The Agency shall be entitled to identify the Client as a client of the Agency in the Agency’s portfolio, website, award submissions, credentials documents, case studies, and other promotional materials. The Agency’s use of the Deliverables (or examples of them) in those materials shall be subject to the Client’s prior consent, such consent not to be unreasonably withheld, conditioned or delayed. The Agency shall not disclose the Client’s Confidential Information in doing so, and clause 12.2 shall continue to apply.

12.2 Where the Client requires a period of confidentiality before public announcement of the relationship, the parties shall agree this in writing. Following any such period, clause 12.1 shall apply.

12.3 The Client shall use reasonable endeavours to credit the Agency on published creative work where it is practical and customary to do so, in a form agreed between the parties (for example, “Designed by Lesniak Swann” or similar).

13. Limitation of Liability

13.1 Nothing in the Contract shall exclude or limit the Agency’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

13.2 Subject to clauses 13.1 and 13.3, the Agency’s total aggregate liability to the Client in respect of all claims arising under or in connection with the Contract (whether in contract, tort (including negligence), breach of statutory duty, or otherwise) shall not exceed an amount equal to the Fees paid and payable by the Client under the Contract in the 12-month period immediately preceding the event giving rise to the claim.

13.3 The Agency’s total aggregate liability under the indemnity at clause 8.9 (IP infringement) shall not exceed the limit of the Agency’s professional indemnity insurance in force from time to time (which the Agency shall maintain in accordance with clause 13.7). This liability is separate from, and is not counted towards or limited by, the cap in clause 13.2.

13.4 Subject to clause 13.1, the Agency shall not be liable to the Client for:

(a) loss of profits, revenue, business, contracts, or anticipated savings;

(b) loss of goodwill or reputation;

(d) any indirect, special, or consequential loss or damage; or

(e) any loss arising from a claim made against the Client by a third party, except to the extent such loss arises from the Agency’s breach of its warranty at clause 8.8 or is recoverable under the indemnity at clause 8.9.

in each case whether or not such loss was foreseeable or the Agency had been advised of the possibility of it.

13.5 The Client shall give the Agency a reasonable opportunity to remedy any matter for which the Agency is liable before incurring costs to remedy the matter itself.

13.6 Any claim by the Client arising under or in connection with the Contract must be notified to the Agency in writing within 12 months of the date on which the Client became aware (or ought reasonably to have become aware) of the circumstances giving rise to the claim, failing which the claim shall be deemed to have been waived.

13.7 The Agency shall, at its own cost, maintain professional indemnity insurance with a reputable insurer, providing cover appropriate to its obligations under the Contract, and shall on the Client’s reasonable written request provide evidence that the insurance is in force.

14. Term and Termination

Term

14.1 The Contract shall continue for the period specified in the Proposal or Statement of Work, or (where no period is specified) until all Deliverables have been supplied and all Fees have been paid.

14.2 Where the Contract is for Retainer services, it shall continue for the initial term set out in the Proposal and shall renew automatically for successive periods of equal length unless either party gives written notice of termination in accordance with the notice period specified in the Proposal (or, if none is specified, 3 months’ written notice expiring at the end of the initial term or any renewal period).

Termination for Convenience

14.3 For project-based work, either party may terminate the Contract by giving 30 days’ written notice to the other party. If the Client terminates under this clause, the Client shall pay the Agency for: (a) all Deliverables completed and delivered up to the date of termination; (b) all work in progress at the date of termination, calculated on a time-spent basis at the Agency’s prevailing rates; and (c) any irrecoverable third-party costs committed by the Agency prior to the date of termination.

Termination for Cause

14.4 Either party may terminate the Contract immediately by written notice if the other party:

(a) commits a material breach of the Contract and (where the breach is capable of remedy) fails to remedy it within 30 days of receiving written notice specifying the breach and requiring it to be remedied;

(b) becomes insolvent, enters administration, has a receiver appointed over any of its assets, makes an arrangement with its creditors, goes into liquidation, ceases or threatens to cease trading, or is subject to any analogous event in any jurisdiction; or

(c) is subject to a change of control that the other party reasonably considers to be detrimental to the performance of the Contract.

Effects of Termination

14.5 On termination of the Contract for any reason:

(a) the Client shall pay the Agency for all Deliverables supplied and work done up to the date of termination;

(b) any Intellectual Property Rights in Deliverables paid for in full before the date of termination shall remain assigned to the Client under clause 8.4; Intellectual Property Rights in any Deliverables not paid for in full at the date of termination shall remain vested in the Agency, and the licence at clause 8.3 shall terminate;

(c) each party shall return or destroy (at the other party’s option) all Confidential Information of the other party in its possession; and

(d) clauses that by their nature should survive termination (including clauses 5.3, 8, 9, 10, 13, and this clause 14.5) shall continue in force.

15. Force Majeure

15.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay results from circumstances beyond its reasonable control, including (without limitation) acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, industrial action, government action, power failure, or failure of telecommunications networks.

15.2 The affected party shall notify the other party as soon as reasonably practicable of the force majeure event and shall use reasonable endeavours to mitigate its effects. If the event continues for more than 60 days, either party may terminate the Contract by written notice.

16. General

16.1 Assignment. The Client shall not assign, transfer, or subcontract any of its rights or obligations under the Contract without the Agency’s prior written consent. The Agency may assign or subcontract any of its rights or obligations under the Contract.

16.2 Entire agreement. The Contract constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between the parties in that regard. Each party acknowledges that it has not relied on any representation or warranty not set out in the Contract.

16.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by or on behalf of both parties.

16.4 Waiver. No failure or delay by the Agency in exercising any right or remedy under the Contract shall constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

16.5 Severance. If any provision of the Contract is found by any court or authority of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to negotiate in good faith a valid and enforceable replacement provision that achieves, to the greatest extent possible, the intended effect of the original provision.

16.6 Third party rights. No person who is not a party to the Contract shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.7 Notices. Any notice under the Contract shall be in writing and delivered by hand, sent by pre-paid first-class post, or sent by email to the address specified in the Proposal or most recently notified in writing by the relevant party. A notice shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by post, at 9:00 am on the second Working Day after posting; and (c) if sent by email, at the time of transmission, provided that no delivery failure notification is received.

16.8 Governing law and jurisdiction. The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.