Terms & Conditions

These Terms & Conditions apply to products and services provided by Crux Design Agency Limited. They should be read alongside the relevant proposal, estimate, quotation, scope of work or other written agreement for the work being undertaken.

If anything is unclear, please contact us before approving a proposal or instructing us to begin work.

Definitions

1. In these Terms & Conditions:
   • “Crux”, “we”, “us” or “our” means Crux Design Agency Limited.
   • “The Customer”, “you” or “your” means the person, business or organisation engaging Crux to provide goods or services, irrespective of whether invoices are paid by the Customer or a nominated third party.
   • “Proposal” means any proposal, estimate, quotation, scope of work or other written agreement issued by Crux and accepted by the Customer.
   • “Deliverables” means the work specifically identified for delivery within the relevant Proposal.

Our Agreement

1. These Terms & Conditions apply to all goods and services supplied by Crux unless otherwise agreed in writing.
2. The scope, Deliverables, fees, programme and any project-specific terms will be set out within the relevant Proposal.
3. Where a Proposal contains terms that differ from these Terms & Conditions, the terms contained within the Proposal will take precedence for that project.
4. Acceptance of a Proposal, written instruction to proceed, payment of a deposit or commencement of work at the Customer’s request will constitute acceptance of these Terms & Conditions.

Project Scope

1. Our fees are based on the scope and Deliverables described within the Proposal.
2. Anything not expressly included within that scope should be considered excluded unless otherwise agreed in writing.
3. If the project requirements change, or additional work is requested outside the agreed scope, we will discuss this with the Customer before proceeding and agree any additional fees and, where appropriate, revised timings.
4. Additional work may be quoted as a fixed project fee or charged at our prevailing rates, depending on the nature of the requirement.
5. The number of creative routes, concepts, development stages and rounds of amendments included within a project will be as stated within the Proposal.

Customer Responsibilities

1. Project programmes and costs are based on the Customer providing information, content, feedback and approvals within the agreed timescales.
2. The Customer will nominate an appropriate project lead and, where multiple stakeholders are involved, provide consolidated feedback wherever reasonably possible.
3. The Customer is responsible for the accuracy, completeness and legality of information, claims, content and materials supplied to Crux.
4. The Customer warrants that it owns, or has obtained all necessary rights and permissions to use, any content, imagery, data, trade marks, materials or other assets supplied to Crux for use within the project.
5. The Customer will be responsible for any claim arising from materials supplied by the Customer where Crux has used those materials in accordance with the Customer’s instructions.
6. Delays in receiving information, content, feedback or approval may affect the agreed programme. Where a project is materially delayed, Crux reserves the right to revise the project schedule and invoice for work completed to date.

Project Timings

1. Any programme or completion date provided by Crux is based on the information available at the time and assumes timely participation and approval by the Customer.
2. Unless expressly stated otherwise, project timings are indicative rather than guaranteed.
3. Crux will not be responsible for delays caused by late Customer feedback, delayed supply of materials, third-party suppliers or circumstances reasonably beyond our control.
4. Where a project becomes inactive for more than 45 days, we reserve the right to invoice for work completed to date and review the remaining programme before work recommences.

Fees, Estimates & VAT

1. Fees will be set out within the relevant Proposal or quotation.
2. Unless otherwise stated, proposals and quotations are valid for 30 days from the date of issue.
3. All fees are quoted in British Pounds Sterling (GBP) unless otherwise stated.
4. VAT will be charged where applicable at the prevailing rate. Where UK VAT is not applicable to the supply, it will not be charged.
5. All payments must be received in full in the invoiced currency. Any bank charges, international transfer fees or other payment costs are the responsibility of the Customer.

Deposits & Payment

1. Unless otherwise agreed in writing, a 50% deposit of the project cost is required to secure the project and reserve the necessary studio capacity within our schedule.
2. Deposit invoices are payable immediately. A project will not normally be scheduled or commenced until the required deposit has been received in full.
3. The balance and any staged payments will be invoiced in accordance with the payment schedule set out within the Proposal.
4. Unless otherwise agreed, invoices other than deposits are payable within 14 days of the invoice date.
5. Crux reserves the right to suspend work where an account becomes overdue. Any resulting delay may affect the agreed project programme.
6. Invoice queries should be raised within seven days of the invoice date.
7. Crux reserves the right to charge statutory interest on overdue qualifying commercial debts and to recover any compensation and reasonable debt recovery costs available to it under the Late Payment of Commercial Debts (Interest) Act 1998 and associated legislation.

Third-Party Costs & Suppliers

1. Crux may engage specialist suppliers, contractors or consultants where appropriate to deliver a project.
2. These may include, for example, printers, developers, photographers, illustrators, CGI artists, film-makers, sign manufacturers, installers and other specialist providers.
3. Third-party costs are not included within our fees unless expressly stated within the Proposal.
4. Where additional third-party costs are required, they will be discussed with the Customer and approved before we incur them.
5. Crux may require payment in advance where significant external costs or financial commitments need to be made on the Customer’s behalf.
6. Where Crux coordinates a third-party supplier as part of the agreed project scope, we will use reasonable care in managing that supplier’s contribution to the project. Crux cannot accept responsibility for delays, failures or other matters arising from circumstances outside our reasonable control.

Print & Production

1. Where Crux manages print, manufacture, fabrication or other physical production on behalf of the Customer, specifications and costs will be agreed before production is authorised.
2. Production will not normally commence until the relevant artwork has been approved by the Customer and any required payment has been received.
3. The Customer is responsible for carefully checking and approving final artwork, specifications, quantities and delivery information before production.
4. Reasonable variations may occur between proofs, screen representations and finished production, including variations in colour, paper, materials, finishes and manufacturing tolerances.
5. Where goods are produced specifically for the Customer, cancellation following approval for production may not be possible and the Customer will remain responsible for any costs already incurred or committed.
6. Risk in physical goods will pass to the Customer on delivery. Ownership of those goods will pass once all sums relating to them have been paid in full.

Travel & Expenses

1. Project fees do not include travel, accommodation, subsistence, courier charges or other associated expenses unless expressly stated within the Proposal.
2. Where travel is required or considered beneficial to a project, the associated expenses and any additional time involved will be discussed and agreed with the Customer in advance.

Stock Imagery & Licensed Assets

1. Where required, Crux may source stock photography, illustrations, icons, fonts or other licensed assets from third-party providers.
2. Unless otherwise agreed, stock imagery sourced by Crux will be charged at our prevailing rate per image, which includes licensing and administration.
3. Third-party assets are licensed rather than sold and remain subject to the licence terms of their respective owners.
4. Some licences may be limited to a particular project, medium, territory, duration or end user. Additional use may therefore require further licensing.
5. The Customer is responsible for complying with any licence restrictions communicated by Crux.

Approvals & Proofs

1. Designs, artwork, copy, proofs and other materials may be submitted to the Customer for approval during the project.
2. Approval given by the Customer authorises Crux to proceed to the next stage and, where relevant, to commit to production or third-party costs.
3. The Customer is responsible for checking all information contained within approved artwork or proofs, including names, dates, prices, contact details, specifications and other factual information.
4. Crux will not be responsible for errors that were present in materials approved by the Customer where those errors could reasonably have been identified during the approval process.
5. Changes requested after approval may incur additional costs and affect the agreed programme.

Intellectual Property

1. All work produced by Crux under an engagement will remain the property of Crux until all fees relating to that work have been received in full.
2. Upon receipt of all fees relating to the relevant Deliverables, Crux will assign to the Customer the intellectual property rights owned by Crux in the final approved Deliverables created specifically for the Customer under the agreed project scope.
3. Where any further written assignment is reasonably required to give effect to the transfer of intellectual property, Crux will execute the necessary documentation once all relevant fees have been received in full.
4. Source and working files, development work, unused concepts and creative routes, together with Crux’s pre-existing intellectual property, methodologies, processes, templates and know-how, remain the property of Crux unless otherwise agreed in writing.
5. Any third-party materials incorporated within the work, including fonts, photography, imagery, illustrations, software, plugins, code or other licensed assets, remain subject to the rights and licence terms of their respective owners and are excluded from any transfer of ownership.
6. Where work is created by a third-party supplier, any transfer of intellectual property will be limited to the rights Crux is entitled to transfer under the relevant third-party agreement.
7. Formal searches, registration and legal clearance of names, trade marks or other intellectual property are not included unless expressly stated. The Customer should obtain appropriate legal advice where protection or registration is required.
8. Crux reserves the right to reproduce and display completed work for its own promotional purposes, including its website, portfolio, credentials, social media and awards submissions, once the work has been made public by the Customer, unless otherwise agreed in writing.

Source & Archived Files

1. Final Deliverables will be supplied in the formats agreed within the Proposal.
2. Unless specifically included within the scope, editable source and working files, including InDesign, Illustrator, Photoshop and similar production files, are not included within the Deliverables.
3. Crux may archive project files following completion but does not guarantee indefinite storage. Project files will normally be retained for a maximum of five years.
4. Customers should retain their own copies of final Deliverables.
5. Retrieval, preparation and supply of archived material may be chargeable depending on the work involved.

Confidentiality

1. Crux and the Customer will keep confidential any commercially sensitive or confidential information received from the other party in connection with a project and will not disclose or use that information other than as reasonably required to fulfil the engagement.
2. This obligation does not apply to information already in the public domain, independently obtained without an obligation of confidentiality, or required to be disclosed by law.
3. Crux’s confidential information includes its fees, costs, working methods, unused creative work and concepts.
4. Our right to display completed work is governed by the Intellectual Property provisions above.

Naming & Trade Marks

1. Where naming forms part of a project, Crux may carry out initial checks such as domain searches and online research to identify obvious conflicts.
2. These checks do not constitute formal legal or trade mark clearance.
3. The Customer is responsible for obtaining appropriate legal advice and carrying out formal searches, registrations and trade mark applications before adopting or investing significantly in a proposed name where appropriate.

Digital Projects

1. The specific scope of any website or digital project will be defined within the Proposal.
2. Unless expressly included within the Proposal:
   • copywriting and content creation are excluded;
   • domain registration and hosting are excluded;
   • ongoing content management, maintenance and support are excluded;
   • third-party software, plugins, APIs, licences and subscriptions are excluded;
   • content population or migration beyond that specified within the Proposal is excluded.
3. Where content is being supplied by the Customer, delays in supplying that content may affect the programme.
4. Domain names should normally be registered in the Customer’s name or held within an account controlled by the Customer unless otherwise agreed.
5. Crux will consider appropriate on-page SEO principles where these form part of the agreed scope, but cannot guarantee search rankings, traffic levels, enquiries or other commercial outcomes.
6. Crux does not guarantee any particular commercial result arising from a website, campaign, brand or other creative work.
7. Where a third-party developer or supplier subsequently modifies or develops work originally produced by Crux, Crux cannot accept responsibility for the quality, functionality or performance of that third party’s work.
8. Any post-launch warranty, testing or correction period will be as stated within the Proposal.

Web Hosting & Maintenance

1. Crux provides managed website hosting and maintenance for websites built by Crux unless otherwise agreed in writing.
2. Hosting and maintenance charges will be invoiced monthly, annually or at another agreed interval as set out within the relevant Proposal or agreement.
3. Hosting is provided subject to reasonable usage and may only be used for lawful purposes.
4. Crux maintains appropriate server security, monitoring and backup arrangements but cannot guarantee uninterrupted or error-free availability.
5. The Customer remains responsible for the legality and accuracy of content hosted on its website.
6. Failure to pay hosting or maintenance fees when due may result in suspension or termination of those services.
7. Either party may terminate ongoing hosting or maintenance services by giving 30 days’ written notice unless another notice period has been agreed.
8. Where hosting terminates and the Customer’s account has been paid in full, Crux will make a reasonable copy of the Customer’s website files and database available on request. This does not include server configurations, Crux systems, development environments or third-party software or licences that are not transferable.
9. Crux will not be responsible for loss arising from circumstances reasonably beyond its control, including third-party infrastructure failures, cyber incidents or service outages, except to the extent that liability cannot lawfully be excluded.

Termination

1. Either Crux or the Customer may terminate a project by giving written notice.
2. Where a project is terminated by the Customer, Crux will be entitled to payment for all work completed up to the termination date, together with any third-party costs, commitments and expenses already incurred or which cannot reasonably be cancelled.
3. Where Crux has reserved studio capacity specifically for the project, we may also retain a reasonable proportion of any advance payment to reflect time that was reserved for the Customer and which, as a result of the cancellation, cannot reasonably be reallocated to other work.
4. Any amount retained for reserved capacity will be reasonable and proportionate, taking into account the timing of the cancellation, the amount of capacity reserved and our ability to reallocate that time.
5. Crux will take reasonable steps to mitigate any loss arising from cancellation, including seeking to reallocate reserved capacity where reasonably practicable.
6. Where advance payments exceed the amounts due for work completed, committed costs and any reasonable amount retained for reserved capacity, the balance will be refunded to the Customer within 20 days.
7. If Crux terminates the project for reasons other than the Customer’s breach, non-payment or failure to meet its obligations under the agreed project, the Customer will only be charged for work completed and unavoidable third-party costs incurred up to the termination date. Any remaining advance payment will be refunded within 20 days.
8. Any intellectual property rights in work for which payment has not been received remain with Crux.
9. Termination does not affect any rights or obligations that arose before termination.

Non-Solicitation

1. During a project and for 12 months following its completion, the Customer will not knowingly solicit for employment or direct engagement any employee or regular contractor of Crux who has been materially involved in the project, without Crux’s prior written consent.
2. This does not prevent recruitment through a general advertisement or other approach not specifically targeted at that individual.

Limitation of Liability

1. Nothing in these Terms & Conditions excludes or limits either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
2. Subject to the above, Crux will not be liable for any indirect or consequential loss, or for loss of profit, revenue, business, contracts, opportunity, anticipated savings or interruption of business arising out of or in connection with the provision of its services.
3. Crux will not be liable for delays, failures or losses resulting from circumstances reasonably beyond its control, or from the acts or omissions of the Customer or third parties not under Crux’s control.
4. Subject to the first paragraph above, Crux’s total aggregate liability arising out of or in connection with a project, whether in contract, tort including negligence, breach of statutory duty or otherwise, shall not exceed the total fees paid or payable to Crux under the relevant Proposal.

Data Protection

1. Each party will comply with applicable data protection legislation in relation to any personal data processed in connection with a project.
2. Where Crux processes personal data on behalf of the Customer as part of the services, the parties will put in place any additional data processing terms reasonably required by applicable law.
3. The Customer is responsible for ensuring that any personal data supplied to Crux has been collected and may be used for the purposes of the project lawfully.

Force Majeure

1. Neither party will be liable for delay or failure to perform its obligations where that delay or failure results from circumstances beyond its reasonable control.
2. Where such circumstances materially affect a project, the parties will work together reasonably to revise the programme or agree how the affected work should proceed.

General

1. No failure or delay by either party in exercising any right under these Terms & Conditions will constitute a waiver of that right.
2. Any variation to an agreed Proposal or these Terms & Conditions must be agreed in writing.
3. If any provision of these Terms & Conditions is found to be invalid or unenforceable, the remaining provisions will continue in effect.
4. Nothing in these Terms & Conditions creates a partnership, joint venture or employment relationship between Crux and the Customer.
5. A person who is not a party to the agreement between Crux and the Customer shall have no right to enforce any of its terms.
6. Notices relating to termination or other formal contractual matters must be made in writing and sent to the usual business or email address of the other party.

Governing Law

1. These Terms & Conditions and any contract between Crux and the Customer are governed by the laws of England and Wales.
2. The courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising out of or in connection with them.