Terms &
Conditions.

"We", "us" and "our" mean Media Made Simple Limited, company number 17293682, registered at International House, The Mclaren Building, 46 The Priory Queensway, Birmingham, B4 7LR. "You" and "Client" mean the person or organisation purchasing services from us. "Services" means the branding, design, strategy and creative services described in a proposal, statement of work or engagement letter. "Deliverables" means the materials we produce for you under the Services.

An agreement is formed when you accept a written proposal or statement of work issued by us, whether by signature, written confirmation or payment of the first invoice. Each proposal forms a separate contract incorporating these terms. Where a proposal conflicts with these terms, the proposal prevails for that engagement only.

The Services are limited to the scope stated in the agreed proposal. Requests outside that scope will be quoted separately and confirmed in writing before work begins. We will advise you promptly if your instructions materially change the scope, timetable or cost, and no change is binding until confirmed by both parties in writing.

You agree to provide timely decisions, information, materials and approvals reasonably required to deliver the Services. Delays in providing these may extend delivery dates and, where significant, give rise to additional fees. You confirm that materials you supply to us do not infringe the rights of any third party.

Fees are stated in the proposal and are exclusive of VAT, which is payable in addition. Unless the proposal states otherwise, projects are invoiced 50 percent on acceptance and 50 percent on delivery of the agreed Deliverables. Retained services are invoiced monthly in advance. Invoices are payable within 14 days of the date of issue.

We reserve the right to charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and to suspend Services where an invoice remains overdue by more than 14 days after written notice. Third-party costs, such as stock licensing, print and paid media, are pre-approved by you and passed through at cost with prior written agreement.

On full payment of all sums due for an engagement, we assign to you the final approved Deliverables created specifically for you under that engagement. We retain ownership of preliminary concepts, drafts and work not delivered, together with our pre-existing tools, frameworks and know-how. We may display delivered work in our portfolio and marketing after public launch, unless you request otherwise in writing.

Where third-party materials, such as fonts, stock imagery or licensed software, are included in the Deliverables, your use is subject to the relevant third-party licence, and we will identify these to you.

Each proposal states the number of revision rounds included. Additional revisions are chargeable at our then-current rates. Written approval of a Deliverable by you constitutes acceptance of that stage, and subsequent changes may be quoted as a variation. Once final files are released, we are not responsible for alterations made by you or by third parties.

Each party will keep confidential all non-public information received from the other in connection with an engagement and will use it only for that engagement. This obligation does not apply to information that is public through no fault of the receiving party, required to be disclosed by law, or already known to the recipient without restriction. It survives for three years after the end of an engagement.

Each party will comply with its obligations under the UK GDPR and the Data Protection Act 2018. Where we process personal data on your behalf in delivering the Services, we act as a processor and will enter into a data processing agreement with you where required.

We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel. All other warranties, conditions or terms implied by statute or common law are excluded to the fullest extent permitted by law.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited. Subject to that, our total liability arising out of or in connection with an engagement is limited to the fees paid by you for that engagement, and we are not liable for loss of profit, revenue, goodwill or indirect or consequential loss.

Either party may terminate an engagement with 30 days written notice, or immediately where the other party commits a material breach not remedied within 14 days of notice, or becomes insolvent. On termination you will pay for all Services performed and expenses incurred up to the termination date. Retained monthly services may be cancelled with 60 days written notice after any minimum term stated in the proposal.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, government action, industrial disputes, failure of utilities or networks, or epidemic. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.

These terms, together with the agreed proposal, constitute the entire agreement between us. If any provision is held invalid, the remainder continues in force. You may not assign an engagement without our written consent. Notices must be given in writing to the addresses stated above or subsequently notified. A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

These terms and any dispute arising out of them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.