Liability caps, the intellectual property assignment and the permanent-hire transfer fee all behave differently across the five markets named on this site. Restraint-of-trade rules in particular vary sharply. Get these checked before you issue them to a client.
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Definitions
Client means the organisation engaging us. Designer means the individual we place. Engagement means an agreed piece of work under one of our hourly, monthly or project arrangements. Deliverables means the files and materials produced for the Client. Client Materials means anything the Client supplies, including brand assets, photography, copy and access to systems.
How an engagement is formed
An engagement begins when the Client accepts a written scope or statement of work, either by signature or by clear confirmation in writing, and not before. Verbal discussion and shortlists create no obligation on either side. Nothing is invoiced until a Designer has actually started work.
Fees and payment
Hourly engagements are billed against a purchased block, drawn down in fifteen-minute increments, with unused hours refundable or carried forward at the Client's election. Monthly engagements are billed in advance on the same date each month. Project engagements are billed against agreed milestones. Invoices fall due within fourteen days. Late amounts may attract statutory interest, which we apply rarely and never without warning.
What the fee includes
Revisions, tool licences used by the Designer, file exports, art director review and reasonable rush handling are included. We do not add line items for these after the fact. Work genuinely outside an agreed scope is quoted and approved before it is started, never absorbed silently and billed later.
Pausing and cancelling
Monthly engagements can be paused or cancelled at any time with effect from the end of the paid month, and no notice period applies. Hourly blocks are refundable on unused hours. Project engagements cancelled mid-flight are billed for milestones completed and for work in progress at the point of cancellation, evidenced by the working files.
Ownership of deliverables
All right, title and interest in the Deliverables transfers to the Client on receipt of final payment for the relevant engagement. Until then we retain ownership, which is the only leverage a small supplier has. We do not retain any licence to reuse Deliverables commercially. We may display work in our portfolio, and the Client can opt out of that at any time, including retrospectively.
Client materials
The Client grants us and the assigned Designer a limited licence to use Client Materials solely for the purposes of the engagement. The Client confirms it holds the rights necessary to grant that licence. We are entitled to rely on that confirmation, and the Client indemnifies us against third-party claims arising from materials it supplied.
Generative tools and outputs
Some Deliverables are produced with the assistance of generative tools. We record which tool contributed to which asset and confirm that its commercial terms permit the transfer described above. Where a Client requires a specific provenance standard, that is agreed in the scope before work begins. The Client accepts that the legal position on machine-assisted works is developing, and that copyright protection for any individual asset may be narrower than for wholly human-authored work in some jurisdictions.
Confidentiality
Each side will keep the other's confidential information confidential and use it only for the engagement. Designers are bound by equivalent written terms. These obligations survive the engagement by three years, and indefinitely for anything that is a trade secret. Confidentiality does not extend to information that is already public, independently developed, or required to be disclosed by law.
Non-solicitation and permanent hire
The Client may engage a Designer permanently. If that happens within six months of the Designer's first day, a transfer fee equal to one month of the engagement rate applies. After six months no fee applies at all and we will not obstruct the arrangement. We consider a Designer being hired by a Client a good outcome, not a loss.
Warranties and what we do not promise
We warrant that services will be performed with reasonable skill and care by suitably experienced people. We do not warrant that Deliverables will achieve any particular commercial result, conversion rate, ranking or approval outcome, because those depend on factors outside our control. All other warranties are excluded to the extent the law allows.
Limitation of liability
Our total liability arising from an engagement is limited to the fees paid by the Client for that engagement. Neither party is liable for indirect or consequential loss, loss of profit, loss of data or loss of goodwill. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited. We carry professional indemnity insurance and provide the certificate on request.
Term, termination and survival
Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen days of written notice, or becomes insolvent. On termination the Client pays for work performed, and we hand over working files for anything already paid for. Clauses covering confidentiality, ownership, liability and governing law survive termination.
Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, including infrastructure outages, sustained unavailability of a third-party tool, natural events or government action. Where such an event continues beyond thirty days, either party may terminate the affected engagement and settle for work completed.
Governing law and changes
Unless the signed agreement specifies otherwise, these terms are governed by the law of the jurisdiction stated in the Client's statement of work, and the courts of that jurisdiction have exclusive jurisdiction. We may update these terms for future engagements, and the version in force is the one attached to the signed scope. Existing engagements are not changed retrospectively.
- Rights transfer to you on final payment
- Per-asset record of which tool produced what
- Monthly engagements cancellable with no notice period
- No transfer fee once a designer has worked six months