Terms and Conditions of Business
Version 3.2
This document sets out the standard Terms and Conditions of Business for Waggle Ltd in relation to the provision of creative, design, consultancy and communication services.
1. Summary of some of your key rights
1.1 The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that in most cases, you can cancel within 14 days. If you agree the services will start within this time, you may be charged for what you’ve used.
1.2 The Consumer Rights Act 2015 says:
1.2.1 you can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it;
1.2.2 if a price hasn’t been agreed upfront, what you’re asked to pay must be reasonable;
1.2.3 if a timeframe hasn’t been agreed upfront, it must be carried out within a reasonable time.
1.3 This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call 0808 223 1133.
1.4 The information summarises some of your key rights. It is not intended to replace the contract below, which you should read carefully.
2. Definitions
In these Terms and Conditions:
“we”, “us” and “our” mean Waggle Ltd, a company registered in England and Wales under company number 07234909, trading as Waggle, with a registered office at 5, Park Rise, Northchurch, Berkhamsted, Hertfordshire, HP4 3RT. VAT number 989664827. Contact details are hello@waggledesign.com, and +44 203 826 3399.
“you” and “your” mean the client, business or organisation purchasing services from us.
“Services” means the creative, design, consultancy, strategic, training or related services we provide, provided that each and every proposal accepted would constitute new Services.
“Deliverables” means the final agreed materials, assets or outputs supplied to you, excluding Working Files.
“Working Files” means editable native files, concepts, drafts, sketches, development files, presentation structures, layered artwork, unused concepts, templates, methodologies, design frameworks, Services’ files and other production materials created during the course of the Services.
“Intellectual Property Rights” means all copyright, design rights, database rights, trademarks and other intellectual property rights whether registered or unregistered.
3. Basis of contract
3.1 These Terms and Conditions of Business apply to all Services we provide unless otherwise agreed in writing.
3.2 A contract, governed by these Terms and Conditions of Business, will come into existence when:
• you accept a proposal in writing;
• you instruct us to commence work;
• payment is made against a proposal; or
• any other conduct by you, reasonably demonstrates your acceptance and your intention for us to proceed with the Services.
3.3 These Terms and Conditions of Business override any terms supplied by you unless expressly agreed by us in writing.
3.4 Any proposal we issue is valid for 30 days unless otherwise stated.
4. Scope of services
4.1 We will provide the Services described in the proposal using reasonable skill and care.
4.2 Unless specifically agreed otherwise, we are engaged to produce the final agreed Deliverables only.
4.3 Rejected concepts, unused creative routes, preliminary designs, draft materials and Working Files (including all Intellectual Property Rights in any such materials) remain our property unless expressly transferred in writing.
4.4 Any services outside the agreed scope may be treated as additional work and charged separately.
5. Client responsibilities
5.1 You agree to provide all information, materials, feedback, approvals and instructions reasonably required for us to carry out the Services.
5.2 You warrant that all information supplied to us is accurate, lawful and does not infringe the rights of any third party.
5.3 You are responsible for:
• factual accuracy;
• legal compliance;
• regulatory approvals; and
• final proof-reading and sign-off.
5.4 Unless expressly agreed in writing, we do not provide:
• legal advice;
• trade mark clearance;
• copyright searches;
• regulatory approval services;
• technical compliance verification; or
• any other services not detailed within our proposal.
5.5 Delays in feedback, approvals or content supply may affect the Services’ timings and delivery dates.
6. Fees and payment
6.1 Fees will be as set out in the proposal.
6.2 All fees and prices quoted by us are in pounds sterling (£), and are exclusive of VAT and any applicable taxes unless expressly stated otherwise.
6.3 You are responsible for any applicable withholding taxes, overseas duties or similar governmental charges arising in relation to the Services.
Fixed-fee Services
6.4 For Services that are priced at £2,000 or more in value, unless otherwise agreed:
• 50% of Services fees will be payable in advance;
• the remaining balance will be payable upon completion and within the agreed payment timeframe, prior to release of Deliverables; and
• work will commence upon receipt of the advance payment.
6.5 Where Services extends beyond the agreed schedule for reasons outside our reasonable control, including delays in feedback, approvals, content supply or client instruction, we reserve the right to invoice the remaining Services balance at the end of the originally agreed Services timeframe.
6.6 Deliverables will be released following settlement of the invoice.
6.7 Any approved additional costs, expenses or out-of-scope work may:
• be added to the final Services invoice; or
• be invoiced separately.
Hourly-rate and estimated Services
6.8 Where the scope of work cannot reasonably be defined in sufficient detail at the outset of the Services, we may provide a fee estimate for guidance and invoice based on time incurred at our prevailing hourly rates.
6.9 Such Services will typically be invoiced monthly in arrears for work completed during the preceding calendar month.
6.10 For Services estimated to be £750 or less in value, we reserve the right to invoice based on time incurred at the applicable hourly rate.
6.11 Where we reasonably believe that the Services are likely to exceed the original estimate or anticipated budget, we will endeavour to notify you in writing before exceeding that amount. Work may be halted if you do not expressly authorise us to exceed the original estimate or anticipated budget.
General payment terms
6.12 We reserve the right to invoice in stages where the Services are delivered in phases.
6.13 Invoices are payable within 14 days of the invoice date unless otherwise agreed in writing.
6.14 Should Invoices remain unpaid, We reserve the right to:
• suspend work;
• withhold Deliverables; and/or
• suspend licences granted to you
6.15 If your payment is not received by us, in accordance with 6.13, we may charge interest on any balance outstanding, at the rate of 3% per year, above the Bank of England’s base rate.
6.16 You agree to reimburse all agreed third-party costs and expenses including:
• stock imagery;
• fonts;
• printing;
• specialist software;
• translation;
• animation;
• voiceover;
• travel; and
• external production costs
7. Revisions and amends
7.1 Proposals include a reasonable number of revisions (not exceeding three rounds of revisions) as specified in the proposal.
7.2 Additional revisions, substantial amends or changes to the agreed brief may incur additional fees.
7.3 Delays in feedback or approvals may result in revised timelines and additional costs.
8. Delivery and timelines
8.1 Any delivery dates we provide are estimates, and time will not be of the essence, unless expressly agreed otherwise in writing.
8.2 We are not liable for delays caused by:
• client delays;
• third parties;
• suppliers;
• technology failures; or
• circumstances beyond our reasonable control.
8.3 Our carrying out of the Services might be affected by events beyond our reasonable control. If so, there might be a delay before we can start, or restart, the Services. Having made reasonable efforts to limit the effect of any of those events, and having kept you informed of the circumstances, we will try to start or restart the Services as soon as those events have been fixed.
9. Intellectual property rights
9.1 All Intellectual Property Rights in Working Files and preliminary materials remain vested in us unless otherwise agreed in writing.
9.2 Ownership of final Deliverables (including all Intellectual Property Rights in the Deliverables) will transfer to you only after any and all outstanding invoices have been settled.
9.3 We may reuse general know-how, techniques and non-confidential learning developed during the Services.
9.4 In the event that the Services are cancelled prior to final delivery of the Deliverables, you will acquire no Intellectual Property Rights in any work in progress or partially completed Deliverables, and all such materials and Intellectual Property Rights, will remain our property. Notwithstanding the foregoing, if you have paid for any partially completed Deliverables, you will acquire the Intellectual Property Rights in the partially delivered Deliverables that you have paid for.
9.5 Save as expressly set out in this clause, nothing in these Terms and Conditions will be construed as granting you any right, title, interest, or licence in or to any Intellectual Property Rights owned by or controlled by us.
10. Editable files and software licensing
10.1 Unless specifically included in the proposal, you are not entitled to receive editable Working Files.
10.2 Deliverables may rely upon third-party software, platforms or licensed technologies including:
• Adobe Creative Cloud applications;
• Microsoft PowerPoint;
• Canva;
• Google Slides;
• licensed fonts;
• plugins;
• stock libraries; and
• embedded media technologies.
10.3 You acknowledge that:
• ongoing access to certain Deliverables may require active third-party software licences or subscriptions;
• software providers may update, modify or discontinue functionality over time;
• compatibility across devices, operating systems and future software versions cannot be guaranteed; and
• modifications made by third parties after delivery may affect functionality, formatting or performance.
10.4 Unless expressly included within the proposal, responsibility for ongoing software licensing, maintenance and platform subscriptions rests with you.
11. Accessibility compliance
11.1 Where agreed as part of the Services’ scope, we will use reasonable endeavours to work in accordance with:
• your own accessibility guidelines; or
• an agreed accessibility standard; or
• as specified within the proposal or Services’ brief.
11.2 Unless expressly stated otherwise, we do not warrant or certify full legal or technical compliance with any accessibility legislation or standard.
11.3 Final responsibility for accessibility compliance, legal review and implementation rests with you.
12. AI-assisted tools and responsible use
12.1 We may use AI-assisted tools and technologies to support aspects of ideation, production, editing, workflow efficiency, research or content development.
12.2 We are committed to using such tools responsibly and transparently.
12.3 Unless expressly agreed otherwise in writing, we will use reasonable endeavours to avoid uploading confidential information, commercially sensitive materials or your intellectual property into publicly accessible or non-ring-fenced AI platforms where such use could reasonably compromise confidentiality or ownership rights.
12.4 We will take reasonable care when selecting AI-assisted tools and workflows and will seek to ensure that appropriate security, privacy and usage safeguards are considered.
12.5 You acknowledge that:
• AI-assisted tools form part of modern creative and production workflows;
• outputs generated with AI assistance may not always be entirely unique;
• we do not warrant that AI-assisted outputs will be entirely free from third-party similarity claims; and
• final review and approval of Deliverables remains your responsibility.
12.6 Where you have specific AI governance, procurement or usage policies, you agree to provide these to us before commencement of the Services.
13. Confidentiality
13.1 Each party agrees to keep confidential all confidential information disclosed by the other party.
13.2 Confidential information will not include information that:
• is publicly available;
• was already lawfully known; or
• is required to be disclosed by law.
13.3 We may share confidential information internally or with trusted contractors strictly on a need-to-know basis.
14. Services dormancy and reactivation
14.1 You may request that the Services be paused by notifying us in writing, however we retain discretion to accept or reject the pausing of the Services.
14.2 Where we agree to pause or delay the Services, and the Services become inactive for an extended period, we reserve the right to:
• reschedule the work within our production schedule;
• revise delivery timelines;
• invoice for work completed and costs incurred to date; and/or
• apply a reasonable Services reactivation fee.
14.3 A reactivation fee may apply where significant additional time is required for:
• Services re-familiarisation;
• strategic review;
• workflow replanning;
• resource reallocation; or
• re-briefing following dormancy.
14.4 Any such fee will be proportionate to the scale and complexity of the Services and will be communicated before recommencement of work.
14.5 Where the Services remain dormant for an extended period, we reserve the right to treat any resumed work as a new phase or separate Services, including the renegotiation of fees, timelines and scope where appropriate.
15. International clients
15.1 Where Services are supplied to clients outside the United Kingdom, you are responsible for complying with all applicable local laws, regulations, taxes, import requirements and usage restrictions in your jurisdiction.
15.2 Unless otherwise agreed in writing, all contracts will be governed by the laws of England and Wales.
15.3 Any currency conversion charges, international banking fees or withholding taxes will be your responsibility.
16. Procurement frameworks
16.1 Where you engage us through a procurement framework, supplier portal or third-party purchasing arrangement, these Terms will continue to apply except where expressly varied in writing.
16.2 We will not be deemed to have accepted any additional contractual obligations, liability provisions or policy requirements unless specifically agreed in writing.
17. Portfolio and publicity rights
17.1 Unless otherwise agreed in writing, we may:
• display completed work in portfolios, case studies, awards submissions and marketing materials;
• reference your name and logo; and
• describe the nature of the Services undertaken.
17.2 We will respect any reasonable confidentiality or embargo requirements notified to us in writing in advance.
18. Termination
18.1 Either party may terminate the Services in writing at any time, except where, you do not have the right to cancel the Services if the Services have been fully performed.
18.2 To exercise the right to cancel, you must inform us of your decision to cancel this contract in writing, using our contact details as set out on the first page of these Terms and Conditions.
18.3 In case of cancellation, you agree to pay for:
• all work completed up to the termination date;
• committed costs;
• non-refundable expenses; and
• booked studio time or supplier costs that cannot reasonably be cancelled.
18.4 Should the contract be terminated before completion of the Services, any assignment of rights in the partly-performed Deliverables, will only be assigned to you once all outstanding invoices are paid in full.
19. Retainer agreements
19.1 Where Services are supplied on an ongoing retainer or service agreement basis, we may agree a separate Service Level Agreement or Statement of Work setting out applicable service levels, response times, minimum terms, usage assumptions and other operational arrangements. Provided that, any other additional terms shall be subject to, and supplement these Terms and Conditions of Business.
19.2 In the event of a conflict between these Terms and Conditions of Business and any additional terms, these Terms and Conditions of Business shall take precedence.
20. Liability and cyber security
20.1 Our total aggregate liability arising out of or in connection with the Services will be limited to:
• the total fees paid under the relevant Services; or
• such other amount as may be agreed in writing; and
• subject always to the extent permitted by applicable law and our professional indemnity and business insurance arrangements.
20.2 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury caused by negligence), we are not legally responsible for any:
• losses that were not foreseeable to us, when the contract was formed;
• losses that were not caused by any act or omission on our part;
• loss of business or business opportunity;
• losses to non-consumers;
• loss of profits;
• loss of revenue;
• loss of anticipated savings;
• loss of use;
• wasted expenditure;
• loss of goodwill or reputation;
• loss of contracts;
• consequential, indirect or special loss, whether or not such loss was foreseeable.
20.3 We will use reasonable endeavours to maintain appropriate administrative, technical and organisational safeguards intended to protect Services’ materials and confidential information against unauthorised access, disclosure, loss or misuse.
20.4 However, no electronic transmission, cloud platform or digital storage system can be guaranteed as entirely secure and we will not be liable for cyber incidents, unauthorised third-party access or technology failures beyond our reasonable control.
20.5 The parties may agree additional security requirements, policies or procedures in writing where required for specific Services, or client sectors.
21. Privacy and personal Information
21.1 Our Privacy Policy is available at www.waggledesign.com/privacypolicy.
21.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, which explains what personal information we collect from you, how and why we collect, store and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
22. Governing Law
22.1 These Terms and any dispute arising from them will be governed by the laws of England and Wales and subject to the non-exclusive jurisdiction of the courts of England and Wales. If you are a resident elsewhere, you will retain the benefit of any mandatory protections given to you by the laws of that country.
22.2 We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the services we have provided, or any other matter, please contact us as soon as possible using our contact details.
22.3 If your complaint cannot be resolved, or you are unhappy with the outcome, you may want to submit your complaint to an accredited provider of alternative dispute resolution services. This is a process for resolving disputes that does not involve going to court. If you do not wish to use this process, you can still bring court proceedings.
