TERMS AND CONDITIONS

1. Definitions
   “Supplier” means [your company name].
   “Client” means the party named in the Order Form.
   “Services” means the services described in the Order Form.
   “Order Form” means the document signed by both parties incorporating these Terms.
2. Contract Formation
   A contract is formed when an Order Form is signed by both parties.
   These Terms apply to all Services unless expressly agreed otherwise in writing.
3. Scope of Services
   The Supplier will provide the Services described in the Order Form.
   Any work outside that scope requires written agreement and may incur additional fees.
4. Client Responsibilities
   The Client will
   • Provide information and approvals promptly
   • Ensure materials supplied are accurate and lawful
   • Not unreasonably delay the Supplier’s work

The Supplier is not responsible for delays caused by the Client.

5. Fees and Payment
   Fees are set out in the Order Form.
   All fees are exclusive of VAT unless stated otherwise.
   Late payments may accrue interest at 8 percent per annum above the Bank of England base rate, in line with the Late Payment of Commercial Debts Regulations.
6. Suspension of Services
   The Supplier may suspend Services if payment is overdue by more than 14 days.
7. Termination
   Either party may terminate in line with the notice period in the Order Form.
   The Supplier may terminate immediately if
   • The Client fails to pay
   • The Client commits a serious breach
   • Continued work would be unlawful

On termination, all outstanding fees become immediately due.

8. Intellectual Property
   Unless otherwise agreed in writing
   • The Supplier retains ownership of pre existing materials
   • The Client receives a non exclusive licence to use deliverables once fees are paid in full

Draft work remains the Supplier’s property until paid for.

9. Confidentiality
   Both parties agree to keep confidential information private and not disclose it without consent, except where required by law.
10. Data Protection
    Each party will comply with applicable UK data protection law.
    The Client remains responsible for any personal data it provides to the Supplier.
11. Limitation of Liability
    The Supplier’s total liability in any 12 month period is limited to the fees paid by the Client in that period.
    The Supplier is not liable for
    • Loss of profits
    • Loss of business
    • Indirect or consequential loss

Nothing limits liability for death or personal injury caused by negligence or for fraud.

12. Force Majeure
    Neither party is liable for failure caused by events outside reasonable control.
13. Governing Law
    This agreement is governed by the law of England and Wales.
    The courts of England and Wales have exclusive jurisdiction.