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.

“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 notify the Client in advance of any significant third-party costs or expenses likely to be incurred in connection with the Deliverables (such as stock imagery, printing, media buying, photography, travel, or specialist subcontractors). Such costs 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.

8. Intellectual Property

Ownership

8.1       All Intellectual Property Rights in the Deliverables shall vest in the Agency upon 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 for the purpose of performing its obligations under the Contract.

Licence to the Client

8.3       On payment of all Fees due under the Contract, the Agency grants the Client a non-exclusive, perpetual, royalty-free licence to use the Intellectual Property Rights in the Deliverables for the purposes, in the territories, and in respect of the products or services described in the Proposal.

8.4       If the Client wishes to use the Deliverables for purposes, in territories, or in respect of products or services beyond those described in the Proposal, it shall obtain the Agency’s prior written consent. The Agency shall not unreasonably withhold such consent but may make it conditional on the payment of reasonable additional fees.

8.5       The licence granted under clause 8.3 is personal to the Client. The Client shall not assign, sublicense, or otherwise transfer the licence without the Agency’s prior written consent.

Assignment of Rights

8.6       The parties may agree, by separate written agreement, for the Agency to assign specific Intellectual Property Rights in the Deliverables to the Client. Any such assignment shall be conditional on payment in full of all sums due under the Contract and any additional assignment fee agreed between the parties.

General IP Provisions

8.7       The Client shall not modify, reverse-engineer, or create derivative works from the Deliverables without the Agency’s prior written consent, except to the extent reasonably necessary for the Client’s permitted use under the licence.

8.8       The Agency retains all 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 they are incorporated into the Deliverables.

8.9       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     If the nature of the Deliverables requires the processing of personal data, the parties shall enter into a separate data processing agreement on terms that comply with the Data Protection Laws.

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.

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. In the absence of such notification, 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 and to use the Deliverables (or examples of them) in the Agency’s portfolio, website, award submissions, credentials documents, case studies, and other promotional materials.

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 clause 13.1, 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     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;

(c)        loss of data or corruption of data;

(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,

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

13.4     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.

13.5     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.

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 14 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 licence granted under clause 8.3 in respect of Fees already paid shall continue in force (unless the Agency terminates for the Client’s material breach, in which case the licence 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.