Standard Terms and Conditions
1. Application of These Terms
1.1 These Terms apply to all Proposals and Projects undertaken by SO Creative Studio Limited (“SO Creative”, “we”, “us”) for the client named in the relevant Proposal (“Client”).
1.2 By approving a Proposal, whether by signature, email confirmation or by instructing us to commence work, you confirm that you have read and agree to these Terms.
1.3 In the event of any conflict between the Proposal and these Terms, the Proposal shall prevail in relation to the specific Project.
2. Scope of Work
2.1. The Project consists only of the services described in the Proposal. Any work not expressly included is outside scope.
2.2. The Proposal is based on our understanding of the Project at the time it is prepared. If underlying assumptions materially change, we reserve the right to revise the scope, timeline or fees accordingly.
2.3. If you request changes, enhancements or additional services, we will confirm the impact on fees and timelines in writing. No variation is binding unless agreed in writing.
2.4. Where work is delivered in stages, each stage is treated as a separate phase of the Project for the purposes of approval and payment.
3. Due Dates
3.1. All timelines and delivery dates are estimates only unless expressly stated otherwise in writing. We will do our utmost to fulfil these estimations; however, delays are possible.
3.2. The Client should be aware that failure to submit required information or materials, such as timely replies to communications, sign-off, or feedback, may cause subsequent delays in production.
3.3. If additional drafts or development changes are requested by the Client, then the lead times will likely increase.
4. Fees and Payment Terms
4.1. Fees and payment stages are set out in the Proposal. Unless otherwise stated, invoices are due within 30 days of issue.
4.2. Where a Project is divided into stages, each stage must be paid in full before the next stage begins. We are not obliged to continue work while any earlier stage remains unpaid.
4.3. We reserve the right to withhold delivery of final deliverables until all fees due have been paid in full.
4.4. We reserve the right to charge interest on overdue sums at eight percent above the Bank of England base rate.
4.5. We reserve the right to charge statutory compensation and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
4.6. Third-party costs, including but not limited to print production, website development services, photography, hosting or image licencing, may require payment in advance. We are entitled to suspend the Project if such sums are not paid when requested.
5. Suspension for Non-Payment
5.1. If any invoice remains unpaid beyond its due date, we may suspend performance of the Project. Suspension may include pausing ongoing work, withholding delivery of files or suspending hosting where applicable.
5.2. Suspension does not waive your obligation to pay outstanding sums and does not constitute breach by us. We accept no liability for any consequences resulting from suspension. Any project timeline will be automatically extended to reflect the period of suspension.
6. Who owns what
6.1. All intellectual property rights created specifically for the Project will transfer to you only once all fees due in respect of that Project have been paid in full.
6.2. Until full payment is received, you are granted a limited, non-exclusive, revocable and non-transferable licence to use the work solely for its intended purpose. If payment becomes overdue, that licence automatically suspends until payment is made.
6.3. We retain ownership of all working files, drafts, concepts not selected, methodologies and pre-existing materials unless expressly agreed otherwise.
6.4. Third-party assets incorporated into the Project remain subject to their own licence terms.
6.5. Unless otherwise agreed, we may display the completed Project and related materials in our portfolio, website and marketing materials once the Project has been publicly released.
7. Copyright
7.1. The Client agrees to indemnify and hold harmless SO Creative Studio Limited against any and all claims, costs, and expenses, including legal costs, due to materials included in the Work at the request of the Client for which necessary copyright permissions or releases have not been obtained.
7.2. All images, text or other materials supplied by the Client are provided on the basis that the Client holds the necessary rights and permissions for their use.
7.3. Unless otherwise agreed, materials supplied by us are licensed for the purposes described in the Proposal and are not transferred with full copyright ownership.
8. Print and Production Work
8.1. Where the Project involves printed materials or physical production, you acknowledge that minor variations in colour, texture, alignment, trimming, finishing and material characteristics may occur as part of normal manufacturing processes.
8.2. Such variations are considered production tolerances and do not constitute defects.
8.3. Where proofs, samples or prototypes are provided, they are intended as a guide only. Final production output may vary slightly due to manufacturing processes, paper batches, inks, finishing methods or environmental conditions.
8.4. Colours viewed on screens are indicative only and may not accurately represent printed output.
9. Digital and Platform Work
9.1. Where the Project involves website or other digital development, functionality is limited to what is described in the Proposal.
9.2. You acknowledge that digital projects may require iterative refinement following launch. Launch does not mean the absence of minor defects or aesthetic adjustments.
9.3. Performance may depend on third-party systems, hosting providers, APIs, integrations or infrastructure outside our control. We do not guarantee uninterrupted operation or any specific commercial outcome, revenue result or business performance.
9.4. Unless expressly stated in writing, time is not of the essence.
9.5. We will perform digital services with reasonable skill and care. Except where expressly agreed in writing, we do not warrant that digital services will be uninterrupted, error-free, or compatible with all systems, browsers, devices or third-party services.
10. Your Responsibilities
10.1. You agree to provide timely information, content, approvals and feedback necessary for the Project. You are responsible for the accuracy and legality of materials you supply.
10.2. Delays caused by your failure to provide information or approvals may result in adjustments to the Project timeline and may incur additional costs.
10.3. You agree to review all printed proofs, staging websites and other materials submitted for approval carefully and thoroughly. Once approval has been given, you accept responsibility for any errors, omissions or inaccuracies not identified at that stage.
10.4. We are not responsible for errors in materials that were approved by the Client.
11. Subcontractors
11.1. We may engage subcontractors or third-party suppliers to deliver elements of the Project. We remain responsible for exercising reasonable skill and care in their appointment and oversight.
11.2. Where third-party suppliers are engaged (including printers, photographers, illustrators, developers, hosting providers or other vendors), their services are subject to their own terms and limitations. We are not responsible for failures, delays or defects caused by those suppliers where such failures are outside our reasonable control.
11.3. You agree not to approach, engage or solicit our subcontractors directly in relation to services similar to those provided under the Project without our prior written consent, during the Project and for a period of 12 months following completion or termination.
12. Cancellation and Termination
12.1. If you cancel the Project after work has commenced, you remain liable for all work completed, work in progress and committed third-party costs.
12.2. Where a stage has commenced, the full fee for that stage becomes payable.
12.3. If the Project is paused for more than 30 days due to Client delay, we reserve the right to re-schedule work and revise timelines and fees.
12.4. Either party may terminate the agreement for material breach if that breach is not remedied within fourteen days of written notice. Termination does not affect accrued rights or payment obligations.
13. Limitation of Liability
13.1. Services will be provided with reasonable skill and care.
13.2. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
13.3. Subject to that, our total aggregate liability in contract, tort (including negligence), or otherwise arising out of or in connection with a Project shall not exceed the professional fees paid to us under that Project, excluding third-party production, development or pass-through costs.
13.4. We shall not be liable for loss of profit, loss of business, loss of opportunity, loss of revenue, reputational damage, or any indirect or consequential loss.
13.5. Any claim arising out of or in connection with a Project must be brought within 12 months of completion of the Project.
14. Confidentiality
Each party agrees to keep confidential information private and to use it only for the purposes of the Project, and for a period of three years following completion of the Project, except where disclosure is required by law.
15. Dispute Resolution
15.1. If a dispute arises, the parties agree to attempt resolution in good faith through senior discussion. If the matter cannot be resolved, either party may refer it to mediation administered by CEDR or another mutually agreed mediator before commencing court proceedings.
15.2. Nothing prevents either party from seeking urgent injunctive relief where necessary.
16. General
16.1. These Terms and the relevant Proposal constitute the entire agreement between the parties in respect of the Project.
16.2. No amendment is effective unless agreed in writing.
16.3. These Terms are governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.
16.4. Neither party shall be liable for failure or delay caused by events beyond reasonable control including but not limited to acts of God, war, pandemics, labour disputes, power failures, or internet outages.