Terms & Conditions

Terms and conditions
Indigo Ross Design & Print Limited (“the company”)

These Terms and Conditions apply to all graphic design, web design, website development, print production, SEO, and related services provided by Indigo Ross Design & Print Ltd (“we”, “us”, “our”) to business clients only (“you”, “your”). Consumer contracts are expressly excluded.

1. Definitions

Services: Graphic design, web design, website development, print production, SEO, hosting, maintenance, consultancy, and related services.

Deliverables: Any artwork, designs, websites, printed materials, reports, data, or digital files supplied.

Project: The agreed scope of work as detailed in a quotation, proposal, specification, or written brief.

2. Contract Formation & Acceptance

2.1 A binding contract is formed upon the earliest of:

• Written acceptance of our quotation;
• Payment of a deposit or invoice; or
• Instruction to commence work.

2.2 These Terms and Conditions prevail over any client purchase terms or conditions unless expressly agreed in writing by a director of the Company.

3. Quotations, Pricing & Scope

3.1 Quotations are valid for 30 days unless stated otherwise.

3.2 Prices are based strictly on the agreed scope of work. Any additional work, revisions, functionality, pages, print changes, or SEO activity outside scope constitute a variation and will be charged at our prevailing rates.

3.3 Timelines, SEO results, print quantities, delivery dates, and performance metrics are estimates only and not guaranteed.

4. Payment Terms

4.1 A non-refundable deposit of 50% is payable before work commences unless otherwise agreed in writing.

4.2 The balance is payable:

• Prior to website launch or handover;
• Prior to print production; or
• On completion of Services, whichever occurs first.

4.3 SEO services are invoiced monthly in advance.

4.4 All invoices are payable within 14 days of issue.

4.5 We reserve the right to charge interest on overdue amounts at 8% per annum above the Bank of England base rate, calculated daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4.6 We may suspend Services, SEO activity, hosting, maintenance, or delivery of Deliverables immediately where payment is overdue, without liability.

5. Client Obligations & Provision of Content

5.1 You shall provide all content, approvals, feedback, access credentials, and instructions required for the Project in a timely manner.

5.2 We shall not be responsible for delays caused by your failure to provide content or feedback.

5.3 Where a Project is delayed by more than 30 days due to your failure to supply content or approvals, we reserve the right to:

• Place the Project on hold;
• Invoice for all work completed to date;
• Revise delivery timescales; and Charge a reactivation fee to resume work.

5.4 Where a Project remains inactive for 60 days, we may deem it cancelled by you and invoice in full as per our quotation.

6. Design Revisions, Proofs & Approval

6.1 Unless otherwise stated, quotations include one round of revisions only.

6.2 Additional revisions, amendments, or rework will be charged at our standard hourly rates.

6.3 Approval of artwork, proofs, website stages, or print files constitutes acceptance. Responsibility for errors transfers to you upon approval.

7. Print Production

7.1 You are solely responsible for checking and approving all print proofs.

7.2 We are not liable for errors, omissions, or defects not identified at proof stage.

7.3 Colour variation, material variation, and finishing differences are inherent in print processes and are not defects.

7.4 Print overruns or underruns of up to 10% shall be deemed acceptable and invoiced accordingly.

8. Client-Supplied Materials

8.1 You warrant that all content, images, fonts, trademarks, and data supplied do not infringe third-party rights.

8.2 We accept no liability for defects, delays, or losses arising from client-supplied materials.

8.3 Additional work required to correct or adapt unsuitable materials will be chargeable.

9. Intellectual Property Rights

9.1 All intellectual property rights, including copyright in designs, concepts, source files, code, and working files, remain our property until full payment has been received.

9.2 Upon full payment, you are granted a non-exclusive, non-transferable licence to use the final Deliverables solely for their intended purpose.

9.3 We expressly exclude the transfer of ownership of source files, editable files, code repositories, or working documents unless agreed in writing.

9.4 We reserve the right to display completed work in our portfolio, website, and marketing materials.

10. Website Development, Hosting & Third-Party Services

10.1 We provide no warranty or guarantee in respect of third-party services including hosting providers, plugins, themes, APIs, platforms, or software.

10.2 We are not liable for website downtime, data loss, security breaches, or functionality issues caused by third parties.

10.3 Ongoing maintenance, security, updates, and backups are your responsibility unless covered by a separate written agreement.

11. SEO Services

11.1 Search engine rankings, traffic, and conversions cannot be guaranteed.

11.2 SEO outcomes are influenced by factors outside our control including algorithm updates, competitor activity, and third-party actions.

11.3 We shall not be liable for loss of rankings, penalties, de-indexing, or traffic fluctuations.

11.4 SEO services may be suspended immediately where payment is overdue.

12. Suspension & Termination

12.1 You may terminate a Project by written notice in keeping with the agreed terms at any time.

12.2 All work completed up to the termination date shall be invoiced and payable immediately.

12.3 Deposits are strictly non-refundable once work has commenced.

12.4 We reserve the right to terminate or suspend Services immediately where you breach these Terms or fail to make payment.

13. Limitation of Liability

13.1 Our total liability, whether in contract, tort, negligence, or otherwise, shall be limited to the total fees paid by you for the relevant Project.

13.2 We shall not be liable for any indirect, consequential, or economic loss, including loss of profits, business, data, or anticipated savings.

14. Indemnity

You shall indemnify and hold us harmless against all claims, losses, damages, costs, and expenses arising from your breach of these Terms or use of the Deliverables.

15. Force Majeure

We shall not be liable for failure or delay caused by circumstances beyond our reasonable control.

16. Governing Law & Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

17. General

17.1 These Terms constitute the entire agreement between the parties.

17.2 No variation shall be effective unless agreed in writing.

17.3 If any provision is held unenforceable, the remaining provisions shall remain in full force.

18. Acceptance

18.1 Acceptance of any quotation, proposal, or invoice (whether by signature, email confirmation, payment, or instruction to proceed) constitutes unconditional acceptance of these Terms and Conditions.

18.2 These Terms shall apply to all Services supplied unless expressly varied in writing by a director of the Company.

Schedule A – SEO Services

A1. SEO services are provided on a best‑endeavours basis only. No guarantee is given in respect of rankings, traffic, conversions, or commercial outcomes.

A2. SEO services are delivered on a monthly rolling basis unless otherwise agreed in writing.

A3. The minimum SEO term is 3 months, after which either party may terminate by giving 30 days’ written notice.

A4. Fees are payable monthly in advance and are non‑refundable once the service period has commenced.

A5. We shall not be liable for:

• Search engine algorithm updates;
• Manual or automated penalties;
• Third‑party actions or historical SEO practices;
• Loss of rankings, traffic, or visibility.

A6. Suspension of SEO services due to non‑payment does not pause contractual payment obligations.

Schedule B – Hosting & Maintenance Services

B1. Where hosting or maintenance services are provided, they are supplied on an “as‑is” basis.

B2. We do not guarantee uninterrupted availability, uptime, or error‑free operation.

B3. We are not responsible for loss of data, security breaches, malware, hacking, or downtime caused by third‑party providers or software.

B4. Hosting and maintenance fees are billed annually or monthly in advance and are non‑refundable.

B5. We reserve the right to suspend hosting immediately where invoices remain unpaid.

Schedule C – Print Production & Retention of Title

C1. Title to all printed goods remains with the Company until payment in full has been received.

C2. Risk in printed goods passes to the client upon delivery.

C3. We reserve the right to recover unpaid goods or associated costs where invoices remain outstanding.