Terms & Conditions

1.1 These terms and conditions apply to all contracts, instructions, quotations, purchase orders and agreements made in writing, verbally or electronically for the sale, supply and delivery of goods, services, creative work, digital work, website development, print, marketing, advertising and related materials by Lawrence Davis Design Ltd (“Lawrence Davis”). Any amendment or variation will only apply if agreed in writing by an authorised representative of Lawrence Davis.

1.2 Any order or instruction placed by the Customer constitutes an offer to contract on these terms. No additional or alternative terms supplied by the Customer shall apply unless expressly accepted in writing by Lawrence Davis. No order is binding on Lawrence Davis unless accepted in writing or unless Lawrence Davis begins work following the Customer’s instruction.

1.3 These terms should be read together with any quotation, proposal, statement of work, project scope, retainer agreement, schedule, support plan or written specification issued by Lawrence Davis. If there is a conflict, the written proposal or statement of work shall take priority only to the extent of that specific conflict.

“Conditions” means these standard terms and conditions and any special written terms agreed between Lawrence Davis and the Customer.

“Customer” means the person, firm, company, organisation or other entity that accepts a quotation, gives an instruction or whose order is accepted by Lawrence Davis.

“Contract” means the contract between Lawrence Davis and the Customer for the supply of Goods and/or Services.

“Goods” means any printed items, signs, displays, physical items, materials or other goods supplied by Lawrence Davis under the Contract.

“Services” means all design, branding, artwork, print, signage, advertising, marketing, digital marketing, social media, photography, video, copywriting, website design, website development, hosting support, maintenance, search engine optimisation, consultancy and related services supplied by Lawrence Davis.

“Deliverables” means the final files, artwork, designs, websites, code, copy, social media assets, printed items, digital assets or other materials that Lawrence Davis agrees to supply to the Customer under the Contract.

“Website Work” means website design, website development, e-commerce development, hosting support, CMS work, plugin work, integrations, landing pages, technical support and related digital services.

“Customer Materials” means all logos, copy, images, photographs, fonts, brand assets, data, account access, credentials, specifications, approvals and other information or materials supplied by or on behalf of the Customer.

“Writing” includes email and comparable written electronic communication.

“Parties” means Lawrence Davis and the Customer.

3.1 Lawrence Davis shall supply, and the Customer shall purchase, the Goods and/or Services in accordance with any quotation, proposal, written instruction, purchase order or statement of work accepted by Lawrence Davis, subject to these Conditions.

3.2 Any typographical, clerical or other error or omission in a quotation, proposal, invoice, sales literature, price list, acceptance of offer or other document issued by Lawrence Davis may be corrected without liability.

3.3 Any estimate of time, cost or delivery is based on the information available to Lawrence Davis at the time. Changes to scope, delays in approvals, additional meetings, additional revisions, new requirements, technical issues outside Lawrence Davis’ control or delays in receiving Customer Materials may result in additional charges and revised timescales.

4.1 All artwork, concepts, designs, proofs, copy, layouts, style, graphics, website visuals, website pages, code, campaign assets and other creative or digital work produced by Lawrence Davis shall be submitted to the Customer for checking and approval where applicable. The Customer is responsible for carefully checking all proofs, content, functionality, spelling, grammar, legal notices, prices, dates, contact details, technical requirements, links and factual accuracy before approval.

4.2 Lawrence Davis shall not be liable for errors, omissions, defects, inaccuracies or functionality issues that were present in any proof, staging site, test link, draft or artwork approved by the Customer, or which arise from Customer Materials supplied by or on behalf of the Customer. Amendments required after approval may be charged additionally.

4.3 No Deliverable shall be treated as finally approved, released, published, printed, launched, supplied for production or handed over for use until Lawrence Davis has received written approval from the Customer and Lawrence Davis has confirmed that the Deliverable is ready for release. Lawrence Davis may withhold final release, publication, launch, editable files, source files or transfer of assets until all sums due under the Contract have been paid in cleared funds.

4.4 Copyright, design rights and all other intellectual property rights in concepts, ideas, sketches, visuals, drafts, unused routes, layouts, artwork, logos, branding, designs, illustrations, copy, photography, video, animation, website design, website layout, source files, working files, code written by Lawrence Davis and other work created by Lawrence Davis shall remain the property of Lawrence Davis unless and until Lawrence Davis expressly assigns those rights in writing.

4.5 Payment by the Customer does not automatically transfer copyright, design rights, source files, working files, editable artwork, native files, layered files, website source code, templates, processes, know-how, concepts or other intellectual property to the Customer. Any assignment, licence, release or transfer of intellectual property must be expressly agreed in writing by Lawrence Davis and may be subject to payment of an additional fee.

4.6 Upon full payment of all sums due and subject to clause 4.7, Lawrence Davis grants the Customer a non-exclusive, non-transferable licence to use the final approved Deliverables for the purpose, territory, media and duration stated in the quotation or proposal. If no purpose, territory, media or duration is stated, the licence is limited to the ordinary business purpose for which the Deliverables were commissioned.

4.7 Lawrence Davis may place reasonable restrictions on use of the Deliverables, including restrictions on alteration, resale, sub-licensing, onward supply, use by associated companies, use outside the agreed media, use outside the agreed territory or use for purposes not contemplated by the quotation or proposal. Any wider use must be approved in writing by Lawrence Davis and may attract additional fees.

4.8 Where Lawrence Davis agrees in writing to assign or release copyright in a final approved Deliverable, such assignment or release shall apply only to the specific final approved Deliverable identified in writing and shall not include rejected concepts, unused routes, source files, working files, methods, templates, know-how, software, third-party materials, open-source materials, plugins, stock imagery, fonts, photography licences or materials owned by any third party unless expressly stated.

4.9 All materials, working files, source files, editable artwork, preparatory work, proofs, plates, blocks, data files, templates and production materials used in the creation of work shall remain the property of Lawrence Davis unless supplied by the Customer or unless Lawrence Davis expressly agrees otherwise in writing.

4.10 Lawrence Davis shall be entitled to use completed work for its own portfolio, award entries, credentials, case studies, website, social media and marketing unless the Customer notifies Lawrence Davis in writing that the project is confidential or subject to an embargo.

5.1 The Customer warrants that all Customer Materials supplied to Lawrence Davis are accurate, lawful, suitable for use and do not infringe any copyright, trade mark, design right, patent, confidentiality obligation, privacy right, moral right, image right, licence term or other third-party right.

5.2 The Customer is responsible for obtaining and maintaining all permissions, licences, consents and releases required for Customer Materials, including photography, video, copy, logos, brand assets, fonts, stock imagery, music, voice-over, models, locations, personal data, testimonials, product claims and third-party trade marks.

5.3 Where the Customer asks Lawrence Davis to use, adapt or reproduce any Customer Material or third-party material, the Customer shall indemnify Lawrence Davis against all claims, losses, damages, costs, expenses, legal fees, settlement sums and liabilities arising from alleged or actual infringement, misuse, libel, defamation, breach of privacy, breach of confidentiality, breach of licence terms or breach of any law arising from that material or instruction.

5.4 Lawrence Davis may refuse to use any material that it considers unsuitable, unlawful, offensive, technically inadequate, incorrectly licensed or likely to expose Lawrence Davis or the Customer to legal or reputational risk. Any additional time or cost caused by replacement materials or changes may be charged to the Customer.

5.5 Unless expressly included in the quotation, Lawrence Davis is not responsible for legal clearance, copyright clearance, trade mark searches, regulatory approval, Advertising Standards Authority compliance, sector-specific claims substantiation or checking whether the Customer is legally entitled to use a name, image, claim, product description, design or brand asset.

6.1 Website Work, digital marketing and design work may rely on third-party software, open-source code, plugins, themes, fonts, stock imagery, APIs, payment gateways, hosting providers, email platforms, social media platforms, analytics tools, search engines and other third-party services. Such third-party materials remain subject to their own licence terms, usage restrictions, support terms and fees.

6.2 Lawrence Davis does not assign ownership of third-party materials to the Customer. The Customer is responsible for complying with any relevant third-party licence terms after handover or launch and for paying ongoing third-party costs unless otherwise agreed in writing.

6.3 Lawrence Davis shall not be liable for failures, changes, price increases, withdrawal, suspension, security vulnerabilities, compatibility issues, downtime or data loss caused by third-party services, software, plugins, platforms, hosting providers, domain registrars, payment processors, email providers, social media platforms, search engines or other suppliers outside Lawrence Davis’ reasonable control.

6.4 Where the Customer supplies access to third-party platforms or accounts, the Customer remains responsible for account ownership, permissions, billing, security, two-factor authentication, administrative access and compliance with the platform’s terms

7.1 Website Work shall be supplied in accordance with the agreed specification, quotation or proposal. Unless expressly stated otherwise, the scope does not include unlimited revisions, copywriting, photography, video, product upload, data migration, CRM integration, bespoke software development, ongoing hosting, ongoing maintenance, paid advertising, accessibility audit, security monitoring, legal policy drafting, cookie consent configuration, privacy compliance, SEO guarantees or third-party licence fees.

7.2 Lawrence Davis will use reasonable skill and care when designing, building and testing Website Work. The Customer acknowledges that websites and digital platforms are affected by browsers, devices, user settings, operating systems, third-party software, hosting environments, updates, search engine changes, internet connectivity and user behaviour, and that identical appearance or performance across all devices and browsers cannot be guaranteed.

7.3 Unless otherwise agreed in writing, Lawrence Davis will test Website Work on current mainstream versions of commonly used browsers and devices at the time of development. Additional legacy browser support, specialist device testing or accessibility testing may be quoted separately.

7.4 The Customer is responsible for reviewing staging links, test environments, content, products, prices, forms, payment journeys, order confirmations, emails, shipping settings, tax settings, legal notices and other website functionality before approval and launch.

7.5 Lawrence Davis shall not be liable for loss of rankings, traffic, enquiries, sales, data, revenue or goodwill caused by search engine algorithm changes, third-party outages, hosting issues, malware, hacking, plugin updates, platform changes, Customer changes, unauthorised access, failure to maintain software, or matters outside Lawrence Davis’ reasonable control.

7.6 Any search engine optimisation, paid advertising, social media, email marketing or analytics services are provided on a reasonable skill and care basis. Lawrence Davis does not guarantee rankings, traffic, conversion rates, sales, enquiries, platform approval, advert approval, follower growth or specific commercial outcomes.

7.7 Unless Lawrence Davis is retained to provide ongoing maintenance, the Customer is responsible after launch or handover for website backups, software updates, plugin updates, security patches, SSL certificates, domain renewals, hosting renewals, content changes, compliance updates and ongoing monitoring.

7.8 Where Lawrence Davis provides hosting support, maintenance or retainers, the included services, response times, exclusions and monthly allowance shall be as set out in the relevant proposal or support agreement. Unused time does not roll forward unless expressly agreed in writing.

8.1 Prices are based on Lawrence Davis’ current costs of production and the information supplied by the Customer. Unless otherwise agreed in writing, prices may be amended to reflect changes in scope, specification, materials, supplier costs, third-party charges, production costs or additional requirements.

8.2 The price is exclusive of VAT, delivery, installation, postage, courier charges, hosting, domain names, third-party licence fees, stock imagery, fonts, plugins, advertising spend and other disbursements unless expressly stated.

8.3 Work requested outside the agreed scope may be charged at Lawrence Davis’ prevailing hourly or daily rate, or at a separately agreed project cost.

9.1 Payment terms shall be as stated in the quotation, proposal, invoice or written agreement. If no payment terms are stated, invoices are payable within 30 days of the invoice date.

9.2 Lawrence Davis may require payment in advance, staged payments, deposits or cleared funds before commencing work, ordering materials, booking suppliers, launching a website, releasing final files or delivering Goods.

9.3 Lawrence Davis reserves the right to charge interest on overdue accounts at 2% per month or part month from the due date until payment, together with compensation and recovery costs permitted under late payment legislation.

9.4 Lawrence Davis may suspend work, withhold Deliverables, withhold launch, remove credit facilities or pause any Contract while any account remains overdue. Suspension does not affect the Customer’s obligation to pay sums due.

10.1 Delivery, launch, publication or performance dates are estimates unless expressly agreed in writing as fixed deadlines. Time shall not be of the essence unless expressly agreed in writing by Lawrence Davis.

10.2 Lawrence Davis shall not be liable for delay caused by Customer approvals, late Customer Materials, changes in scope, third-party suppliers, hosting providers, platforms, printers, couriers, technical issues, force majeure or any cause outside Lawrence Davis’ reasonable control.

10.3 If the Customer fails to provide instructions, approvals, access, content or materials required for progress, Lawrence Davis may revise timescales, charge for additional time, place the project on hold or invoice for work completed to date.

11.1 Risk of damage to or loss of Goods shall pass to the Customer on delivery or collection.

11.2 Ownership of Goods shall not pass to the Customer until Lawrence Davis has received payment in full in cleared funds for those Goods and all other sums then due from the Customer.

11.3 Until payment has been made in full, the Customer shall store Goods in a way that makes them identifiable as the property of Lawrence Davis and shall not dispose of, alter or use them except as agreed in writing.

12.1 The Customer is responsible for obtaining all planning permissions, landlord permissions, building consents, advertising consents, event permissions, sector approvals and other legal or regulatory approvals required for installation, display, publication, distribution or use of the Deliverables unless expressly agreed otherwise in writing.

12.2 The Customer is responsible for ensuring that its products, services, promotions, offers, claims, prices, descriptions, data collection, privacy notices, cookie notices, terms, accessibility statements and website policies comply with applicable laws and regulations unless Lawrence Davis is expressly instructed and paid to obtain specialist advice from a qualified professional.

13.1 Lawrence Davis warrants that it will provide the Services with reasonable skill and care and that Goods will be of satisfactory quality and correspond with the agreed specification so far as current production, print and digital techniques reasonably permit.

13.2 Lawrence Davis gives no warranty in respect of Customer Materials or third-party materials supplied by or on behalf of the Customer.

13.3 Claims relating to visible defects or damaged Goods must be notified in writing within three days of delivery and the relevant Goods must be returned or made available for inspection. Invoice queries must be raised in writing within seven days of the invoice date.

13.4 To the fullest extent permitted by law, Lawrence Davis excludes all warranties, conditions and other terms implied by statute or common law except those that cannot lawfully be excluded.

13.5 Nothing in these Conditions excludes or limits Lawrence Davis’ liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any matter for which liability cannot legally be excluded or limited.

13.6 Subject to clause 13.5, Lawrence Davis’ total liability in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the Contract shall be limited to the price paid by the Customer to Lawrence Davis for the Goods or Services giving rise to the claim.

13.7 Subject to clause 13.5, Lawrence Davis shall not be liable for loss of profit, loss of business, loss of sales, loss of revenue, loss of anticipated savings, loss of goodwill, loss of data, loss of rankings, loss of traffic, loss of opportunity, business interruption, indirect loss, consequential loss or special loss arising out of or in connection with the Contract.

13.8 Nothing in these Conditions shall require Lawrence Davis to breach any law, licence term, platform term, professional duty or third-party right.

14.1 Each party shall keep confidential any confidential information received from the other party and shall use it only for the purposes of the Contract, except where disclosure is required by law or where the information is already public other than through breach of this clause.

14.2 Where the Customer provides login credentials, personal data, mailing lists, customer data or analytics access, the Customer warrants that it has the right to provide such access or data to Lawrence Davis and that doing so complies with applicable data protection laws.

14.3 Unless expressly agreed in writing, Lawrence Davis is not responsible for acting as the Customer’s data protection officer, legal adviser, privacy adviser or compliance officer.

15.1 Either party may terminate the Contract if the other party commits a material breach and does not remedy that breach within 14 days of receiving written notice requiring it to do so.

15.2 If the Customer cancels, delays or suspends a project, Lawrence Davis may invoice for all work completed, time allocated, costs incurred, supplier commitments and non-cancellable expenses up to the date of cancellation, delay or suspension.

15.3 Lawrence Davis may terminate the Contract immediately if the Customer becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases or threatens to cease trading, fails to pay sums due, or repeatedly fails to provide instructions, content, approvals or access required for the project.

16.1 Lawrence Davis shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, pandemic, strikes, lock-outs, fire, flood, power failure, internet failure, supplier failure, platform outage, hosting outage, courier delay, shortage of materials or difficulty procuring materials.

16.2 Where such circumstances cause additional costs, Lawrence Davis may notify the Customer of those costs and the Customer shall be responsible for any reasonable additional costs required to complete the Contract.

17.1 These Conditions, together with any quotation, proposal, statement of work, support agreement or other written terms expressly incorporated into the Contract, constitute the entire agreement between the parties relating to the supply of the Goods and/or Services.

17.2 The Customer acknowledges that it has not relied on any statement, representation or promise not expressly set out in the Contract, except in respect of fraud or fraudulent misrepresentation.

18.1 If any provision of the Contract is held by a competent authority to be invalid or unenforceable in whole or in part, the remaining provisions shall continue in full force and effect.

18.2 Unless otherwise agreed in writing, the Contract shall be governed by the laws of England and Wales and the parties submit to the jurisdiction of the courts of England and Wales.

Lawrence Davis Design Ltd, Chimneys House, Warner Street, Hanley, Stoke-on-Trent. ST9 0NB.
Telephone: 01782 264400