1. DEFINITIONS

1.1 “Agreement”

means the entire content of this Terms and Conditions document, the Proposal document(s), together with any other Supplements specified, including any exhibits, schedules, or attachments.

1.2 “Client Content”

means all materials, information, photography, writings, and other creative content provided by the Client for use in the preparation and/or incorporation into the Deliverables.

1.3 “Copyrights”

means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under English Copyright Law.

1.4 “Deliverables”

means the services and work product specified in the Proposal to be delivered by Harbour Creative Limited to the Client, in the form and media specified in the Proposal.

1.5 “Designer Tools”

means all design tools developed and/or utilised by Harbour Creative Limited in performing the Services, including developed software, source code, web authoring tools, type fonts, application tools, and other inventions, whether or not patentable, as well as general non-copyrightable concepts such as website design, architecture, layout, and functional elements.

1.6 “Final Art”

means all creative content developed or created by Harbour Creative Limited, or commissioned by Harbour Creative Limited, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including but not limited to visual designs, graphic design, illustration, photography, animation, sounds, typographic treatments, text, modifications to Client Content, and the selection, arrangement, and coordination of such elements with Client Content and/or Third Party Materials.

1.7 “Final Deliverables”

means the final versions of Deliverables provided by Harbour Creative Limited and accepted by the Client.

1.8 “Preliminary Works”

means all artwork, including concepts, sketches, visual presentations, or other preliminary designs and documents developed by Harbour Creative Limited, which may or may not be shown or delivered to the Client for consideration but do not form part of the Final Art.

1.9 “Project”

means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 “Services”

means all services and work product to be provided to the Client by Harbour Creative Limited as described and further defined in the Proposal.

1.11 “Third Party Materials”

means proprietary third-party materials incorporated into the Final Deliverables, including but not limited to stock photography.

1.12 “Trademarks”

means trade names, words, symbols, designs, logos, or other devices used in the Final Deliverables to designate the origin or source of the Client’s goods or services.

2. PROPOSAL

The terms of the Proposal shall be effective for thirty (30) days after presentation to the Client. If this Agreement is not executed by the Client within this period, the Proposal, along with any related terms, conditions, and deliverables, may be subject to amendment, change, or substitution.

3. FEES AND CHARGES

3.1 Fees.

In consideration of the Services to be performed by Harbour Creative Limited, the Client shall be invoiced and pay fees in the amounts and according to the payment schedule set forth in the Proposal, including in all applicable sales, value-added taxes.

3.2 Expenses.

The Client shall reimburse Harbour Creative Limited for expenses incurred in connection with this Agreement, including incidental and out-of-pocket expenses such as telephone calls, postage, shipping, travel, and other costs not outlined in the Proposal.

3.3 Additional Costs.

Any outside costs required for the Deliverables, such as equipment rental, photography licenses, or hosting fees, will be invoiced additionally to the Client unless otherwise specified in the Proposal.

3.4 Invoices.

Excluding deposit Invoices, which are payable within 5 days. All other invoices are payable within thirty (30) days of receipt. Late payments will incur interest at a rate of 8.0% annually, plus the current Bank of England interest rate. Harbour Creative Limited reserves the right to withhold delivery of work if accounts are overdue.

3.5 Retention.

Ownership and licensing of Final Deliverables shall not transfer to the Client until all outstanding invoices have been paid in full. Harbour Creative Limited reserves the right to withhold delivery of source files or launch-related services until full payment is received.

4. CHANGES

4.1 General Changes.

The Client shall pay additional charges for changes requested outside the scope of the Services, billed at Harbour Creative Limited’s standard hourly rate.

4.2 Substantive Changes.

If changes requested by the Client exceed an estimated 20% of the time or value of the Services, those changes to the scope of Services must be requested in writing. Harbour Creative Limited will review the request and, if accepted, issue a revised Proposal or Change Order for Client approval before work begins.

4.3 Timing.

Harbour Creative Limited will prioritise performance of the Services as outlined in the Proposal, but delays caused by the Client may impact delivery schedules.

4.4 Testing and Acceptance.

The Client shall notify Harbour Creative Limited of any issues with Deliverables within five (5) business days of receipt. Failure to do so will result in the Deliverables being deemed accepted.

5. CLIENT RESPONSIBILITIES

The Client is responsible for making sure the Proposal, when accepting it, fully meets their requirement; paying all Invoices before they pass their payable date, coordinating decision-making with third parties; providing Client Content in a suitable format within a timely manner; and final proofreading and approval of Deliverables. Any errors in approved work will be corrected at the Client’s expense. The Client shall not use any Deliverables in a manner that is defamatory, unlawful, or infringes third-party rights. Harbour Creative Limited accepts no liability for such uses by the Client.

6. ACCREDITATION/PROMOTIONS

Unless otherwise agreed by Harbour in writing, in advance, all display or publication of the Deliverables shall include accreditation in Harbour Creative Limited’s name. Harbour Creative Limited retains the right to use the Deliverables in its portfolio and promotional materials.

7. CONFIDENTIAL INFORMATION

Both parties agree to maintain the confidentiality of any proprietary information received during the Project, except as required by law or court order.

8. RELATIONSHIP OF THE PARTIES

8.1 Independent Contractor.

Harbour Creative Limited is an independent contractor, not an employee of the Client.

8.2 Design Agents.

Harbour Creative Limited may from time to time engage third-party designers or service providers as independent contractors.

8.3 No Exclusivity.

This Agreement does not create an exclusive relationship between the parties.

9. WARRANTIES AND REPRESENTATIONS

9.1 By Client.

The Client represents and warrants that it owns or has the right to use all Client Content and that it does not infringe on any third-party rights.

9.2 By Harbour Creative.

Harbour Creative Limited represents and warrants that it will provide the Services in a professional manner and that the Final Deliverables will be original work, except for Third Party Materials and Client Content.

9.3 Dispute Resolution.

In the event of any dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter amicably through good-faith negotiations. If unresolved within 30 days, the matter may be escalated to mediation under the CEDR Model Mediation Procedure before resorting to litigation.

9.4 File Retention.

Harbour Creative Limited will retain final Deliverables for a period of 6 months after project completion. After this time, files may be archived or permanently deleted. Clients are advised to maintain their own backups.

9.5 Compatibility.

Harbour Creative Limited makes no warranties regarding the continued compatibility or functionality of Deliverables with third-party platforms, APIs, or software beyond the time of delivery.

10. INDEMNIFICATION/LIABILITY

10.1 By Client.

The Client agrees to indemnify Harbour Creative Limited against any claims arising from the Client’s breach of this Agreement.

10.2 By Harbour Creative.

Harbour Creative Limited agrees to indemnify the Client against claims arising from Harbour Creative Limited’s breach of this Agreement, except for claims related to Client Content or unauthorised use of Deliverables.

10.3 Limitation of Liability.

Harbour Creative Limited’s liability is limited to the total fees paid by the Client for the specific Deliverable giving rise to the claim.

11. TERM AND TERMINATION

11.1

This Agreement shall commence upon acceptance of the Proposal and remain in effect until the Services are completed.

11.2

Either party may terminate this Agreement with immediate notice in the event of insolvency, breach of material obligations, or mutual agreement.

11.3

Upon termination, the Client shall pay Harbour Creative Limited for all Services performed up to the date of termination.

11.4

Upon termination, Harbour Creative Limited grants the Client rights to Deliverables provided as of the termination date, assuming they are paid for in full.

11.5

Confidential Information shall be returned or destroyed upon termination.

12. GENERAL

12.1 Modification/Waiver.

This Agreement may only be modified in writing.

12.2 Notices.

All notices shall be sent in writing to the addresses specified in the Agreement.

12.3 No Assignment.

Neither party may assign its rights or obligations under this Agreement without prior written consent.

12.4 Force Majeure.

Harbour Creative Limited shall not be liable for delays caused by acts of god or events beyond its control.

12.5 Governing Law.

This Agreement shall be governed by the laws of England.

12.6 Severability.

If any provision of this Agreement is found invalid, the remainder shall remain in effect.

12.7 Headings.

Section headings are for convenience only and do not affect the interpretation of this Agreement.

12.8 Integration.

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

12.9 Standard hourly rate.

Harbour Creative Limited’s standard hourly rate is £75.00, excluding VAT.

12.10 Third-Party Printing.

Harbour Creative Limited is not responsible for errors in Final Art printed by third parties.

12.11 GDPR Compliance.

Both parties shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018. Where Harbour Creative Limited processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) shall be entered into as required.

12.12 Non-solicitation.

During the Project and for 12 months thereafter, the Client agrees not to directly or indirectly solicit or hire any employee, contractor, or agent of Harbour Creative Limited, without prior written consent.

12.13 Project Delays.

If the Client causes a delay of more than 30 days in providing feedback, approvals, or content required for the Project, Harbour Creative Limited may suspend work and issue a final invoice for Services rendered to date. After 60 days of inactivity, the Project may be deemed abandoned, and the Agreement terminated, Harbour Creative can retain any deposit of sums paid up to that point.

12.14 Communications

The parties agree that electronic signatures and communications (including email) shall be valid and enforceable means of executing, delivering and amending this Agreement.

Section 13. Intellectual Property Rights

IP 1. Rights to Deliverables Other Than Final Art  

IP 1.1 Client Content.

The Client retains ownership of Client Content and grants Harbour Creative Limited a non-exclusive license to use it for the Project.

IP 1.2 Third Party Materials.

The Client is responsible for obtaining licenses for Third Party Materials.  Where Third Party Materials are supplied by Harbour Creative Limited, the Client agrees to review and approve their use. Harbour Creative Limited shall disclose all licensed third-party content used within Deliverables.

IP 1.3 Preliminary Works.

Harbour Creative Limited retains all rights to Preliminary Works.

IP 1.4 Original Artwork.

Harbour Creative Limited retains all rights to original artwork.

IP 1.5 Trademarks.

Upon full payment, Harbour Creative Limited assigns use of Trademarks to the Client in relation to the outline of the project, for all marketing and branding purposes globally, in perpetuity.

IP 1.6 Designer Tools.

Harbour Creative Limited retains ownership of Designer Tools and grants the Client a limited license to use them with the Final Deliverables.