Business terms
& conditions.

1. Our agreement

An agreement begins when you accept our proposal or estimate in writing, ask us to start work, or otherwise confirm that you wish to proceed. The agreement consists of the accepted proposal or estimate, any agreed project documents and these terms.

2. Scope and changes

We will provide the services and deliverables described in the agreed scope. Timings are estimates unless we expressly agree a fixed deadline. Requests outside the agreed scope may affect timing and fees; we will explain the effect and seek approval before carrying out material additional work.

3. Your responsibilities

You agree to provide timely, accurate information, materials, decisions, access and feedback; appoint someone authorised to approve work; and ensure that materials you give us may lawfully be used. Delays or changes on your side may require us to revise the timetable and may result in additional reasonable charges.

4. Fees, expenses and payment

Fees, payment stages and any applicable taxes will be set out in our proposal or estimate. Unless stated otherwise, invoices are due within 14 days. Agreed third-party costs and reasonable expenses are charged in addition. We may pause work or withhold final deliverables while an undisputed invoice is overdue, and may charge statutory interest and recovery costs where permitted.

5. Approvals and delivery

You are responsible for checking copy, facts, figures, specifications and proofs before approval. We are not responsible for errors that remain in work you have approved. Delivery occurs in the format stated in the project scope. Editable working files, production files or source files are included only where expressly agreed.

6. Intellectual property

Each party keeps ownership of material it owned before the project. Once all related invoices have been paid, you may use the final approved deliverables for the purposes agreed in the project scope. Any transfer of copyright or broader licence will be set out in writing. Our working methods, tools, templates, unused concepts and know-how remain ours. Third-party materials, including fonts, photography, software and stock assets, remain subject to their own licence terms.

Unless confidentiality has been agreed or there is a reasonable commercial reason not to, we may identify you as a client and show the completed work in our portfolio, credentials and awards entries after it has been made public.

7. Confidentiality

Each party will protect confidential information received from the other and use it only for the project, except where disclosure is required by law or the information is already public through no breach of this agreement. This obligation continues after the project ends.

8. Third parties

We may use suitable employees, associates or specialist suppliers to deliver the work and remain responsible for managing our services. Where you contract directly with a third party, that relationship is between you and them. We are not responsible for a third party’s acts, omissions, availability or changes to its products or services.

9. Cancellation and termination

Either party may terminate the agreement if the other commits a material breach and does not remedy it within a reasonable written notice period. You may also cancel a project by written notice. In that case, you must pay for work completed, time committed that cannot reasonably be reallocated, and non-cancellable third-party costs up to the termination date. We will provide paid-for completed work in its then-current form.

10. Liability

Nothing in these terms limits liability where the law does not allow it, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, opportunity, goodwill or data. Our total liability arising from a project will not exceed the fees paid or payable for that project.

We do not guarantee a particular commercial, financial, search, sales or reputational result. You remain responsible for business decisions and for obtaining any legal, regulatory, financial or other specialist advice required.

11. Events beyond our control

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control. The affected party will notify the other and take reasonable steps to reduce the effect.

12. General

Neither party may transfer the agreement without the other’s written consent, except as part of a genuine business sale or reorganisation. A delay in enforcing a right does not waive it. If part of the agreement is unenforceable, the rest remains effective. No person other than the parties has a right to enforce the agreement.

13. Law and jurisdiction

The agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, although we will both try in good faith to resolve any dispute directly first.

14. Contact

Questions about these terms can be sent to intotrust@exposed.co.uk.