Terms & Conditions

The following Terms and Conditions of Service apply to all products and services provided by Crux Design Agency Ltd (Crux). Please ensure you have read and fully understand our T&C’s and don’t hesitate to contact us if anything is not clear to you.

Definitions

In these terms and conditions, “the Company” shall mean Crux Design Agency Ltd, and the Customer shall mean the Party with whom the Company enters into a Contract, even if fees are agreed to be invoiced to a nominated third party.

Contract Terms

These Conditions shall apply to all goods and services supplied by Crux. Any provision, stipulation or condition in the conditions of the order of the person, firm or company to whom such goods and services are supplied – the Customer – or otherwise which conflicts with or in any way qualifies or negates any of these Conditions shall have no effect and these Conditions shall prevail.

These Conditions are to complement any Project Proposal drawn up for the person, firm or company to whom such goods and services are supplied.

General Assumptions

1. Crux timelines and costs are based on client meeting participation and approval availability. Delay in participation may result in the delay of the whole project. Crux will not bear accountability for any delays in the project due to client failure to meet approval, content supply or meeting deadlines.
2. If the delivery of any deliverables is delayed as a result of the client, Crux reserves the right to invoice in part or in full for any works already completed but contingent on the delivery of the delayed deliverables. Issuing these interim invoices may occur outside the agreed payment schedule.
3. The Customer will provide 1 client project lead per phase and will ensure a streamlined process and consolidated feedback. This feedback must be in written form.
4. Crux may engage specialist 3rd party partners and suppliers to ensure the timely and quality delivery of any works commissioned. These include but are not limited to print suppliers, sign manufacturers and installers, photographers, illustrators, film-makers, interior designers, external website developers and coders. and other relevant partners to provide an extensive, high-quality service beyond immediate in-house capabilities.
5. Should further deliverables or services be required, a change order will be issued to cover additional costs, as per the change of scope procedure outlined in the proposal submitted to the Customer by Crux.
6. ‘Project management covers the management of design and development and management of content (not creation).
7. If multiple design concepts are submitted, only one concept is deemed to be given by Crux as fulfilling the contract. All other artwork designs remain the property of Crux unless agreed in writing.

Charges, Estimates and VAT

1. Crux shall charge such costs, charges and expenses as shall be agreed in writing with the Customer for the supply of any goods and services.
2. Estimates/quotes are valid for 14 days from the date on which the estimate/quote was supplied to the Customer, within which time Crux will require written approval to proceed and/or a Purchase Order number from the party responsible for paying our invoices. Please note that no work will commence until acceptance of the estimate/quote has been received by Crux, and the deposit received (where applicable).
3. Estimates are based on the Company’s current costs of production and, unless expressly otherwise agreed in writing, are subject to amendment on or at any time after acceptance by the Customer to cover any rise or fall in such costs.
4. All amounts stated in this agreement are expressed to be without Value Added Tax and the Customer hereby agrees to pay in addition to the amounts stated therein all and any Value Added Tax which is or may become payable thereon.
5. In addition to the charges, Crux may incur additional costs (to include but not to be expressly limited to artwork, photography, printing, advertising, research studies, and exhibition materials) on behalf of the Customer in the proper performance of its services within the Contract. Such costs are to be charged to the customer monthly in arrears, if applicable, or included within the written quotation of each project.
6. Crux will not be required to make substantial advance payments or enter substantial financial commitments on behalf of the Customer and if so requested, the Customer will, upon request, pay the amount of such commitments immediately to Crux.
7. Pass-through costs are separate from estimates and will be invoiced separately. These include out-of-pocket and third-party expenses that are incurred as part of the project, such as travel and accommodation expenses, courier costs, and image usage rights.
8. It is assumed that unless otherwise stated that most images will be provided by the client. Purchased royalty-free stock images from our standard sources (if required) will generally be priced at £45 + VAT per image (dependent on source, image size and quality) to cover sourcing time and image costs. Specific image requirements not satisfied by our standard sources will be charged at cost + 15% + VAT, with prior client notification. Crux is able to provide photography and videography at an additional cost if required.
9. All costs stated on estimates are based on the information given at the time of the estimate being issued. Any additional information supplied may result in additional costs.
10. Estimates do not include any costs associated with the translation or internationalisation, nor any activities, deliverables or services related to ensuring the final output from this project is fit for use on any other platform.
11. The costs stated are in British Pounds Sterling (£), and all invoices must be paid in this currency unless explicitly agreed to before the invoice(s) in question is/are due.
12. Pricing is an estimate based on the ‘potential scope’ and may need to be re-confirmed once all tasks have been clearly scoped out.

Preliminary work

All experimental work shall, unless agreed expressly otherwise, be charged to the Customer if used in a commercial context.

Terms of Payment

1. Crux reserves the right:
2. To invoice the Customer for disbursements incurred by Crux, and any such invoice shall be due and payable immediately;
3. To require the Customer to provide payments on account for specific works done or to be done and expenses incurred or likely to be incurred on the Customer’s behalf;
4. To invoice the Customer for part costs to be incurred once initial approval to proceed is received from the Customer;
5. To suspend work until such payments are made
6. All other invoices shall be paid in full within 14 days of the date of invoice unless otherwise agreed in writing.
7. Payments are to be made by online transfer, Bacs, unless otherwise agreed.
8. All invoice queries should be notified to Crux within seven days from the date of the invoice or shall be deemed accepted.
9. In the event of late payments or missed payments, Crux reserves the right to cease all work and take down any website with 48 hours’ notice.
10. Customers who remain in default agree to pay all legal expenses and third-party collection agency fees in relation to the collection of outstanding monies.
11. Goods or services supplied to or commenced at the request of an agent for the Customer shall be chargeable to that agent as well as to their principal.
12. In the event of late payment or non-payment of debts by a third party introduced by contact or agency as ‘the customer’, this debt will revert to the introductory agent or contact.

Authority & Proofs

1. Written or verbal approval by the Customer of designs, drafts, proofs or estimates may be taken by Crux as authorisation to proceed and to enter into contracts with suppliers based on such quotes.
2. Proofs of all work may be submitted for the Customer’s approval, and Crux shall not be liable for errors not corrected by the Customer in such proofs. The Customer’s alterations and additional proofs necessitated thereby shall be charged in additional charges. No responsibility will be accepted for any more errors in proofs previously accepted by the Customer.

In Scope

1. All design works listed in proposals submitted by Crux will cover the presentation of two initial design concepts plus up to two design review stages thereafter unless explicitly stated otherwise in the said proposal. Additional stages of review shall incur an additional cost, separate from the initial estimate.
2. The estimate supplied to the Customer by Crux is based on the potential scope included and does not include other requirements. Any other requirements are to be produced and quoted separately.
3. All costs listed in the proposal supplied exclude VAT unless explicitly specified otherwise. VAT is listed in a separate column on all estimates and clearly outlined.
4. During the execution of items detailed within the proposal, additional items may be identified to improve the final product and/or service delivered. These will be scoped out and costed separately.

Change in Scope Procedure

1. Upon delivery of a final quotation based on fixed scope, any services or deliverables beyond the scope of work set out in the initial estimate supplied by Crux will be considered a Change Request and will require a separate quotation or Change Order.
2. Such incremental scope shall be dependent on the negotiation, in good faith, between Crux and the Customer of any changes or additions to schedule, service, deliverables, fees or pass-through costs. Such changes shall be detailed in writing and signed otherwise approved by both parties.

Property and Risk in Goods

1. The Customer shall be deemed to have accepted the goods and services on delivery, but Crux shall retain ownership of all materials and goods produced by it to the order of the Customer until all goods and services to the Customer have been paid in full.
2. The risk in the goods shall pass to the Customer upon delivery.
3. Any material made available to the Customer by or on behalf of the Customer shall, while it is possession of Crux or in transit, be at the Customer’s risk and Crux shall not be liable for any loss or damage to such materials however caused, and the Customer shall insure the said material accordingly.

Confidentiality

1. Both Crux and the Customer undertake to keep secret and not to disclose any confidential information which comes to the notice of it in relation to the other party and/or any of its subsidiary and associated companies (other than information already in the public domain) and not to use it for any purpose other than the performance of its obligations under this agreement.
2. The Customer’s confidential information shall include, but not be limited to, information and data relating to the customer’s and its subsidiaries’ business, financial performance, and results.
3. Crux’s confidential information shall include, but not be limited to, details of its fees, costs, unused work, and concepts it has produced. The resultant design work will be used in the Company’s portfolio unless agreed otherwise in advance.

Non-Solicitation

1. For a period of one year after the closing of the transactions contemplated, the Customer will not directly or indirectly solicit without written approval from Crux for the employment of any employees, contractors, or consultants of Crux or any of its subsidiaries.
2. In the event of a breach (or threat of a breach) of this agreement, Crux is entitled to immediate and appropriate injunctive relief or a decree of specific performance of this agreement without the necessity of showing any irreparable injury or special damages.

Copyright & Licensing

1. Unless specifically agreed otherwise in writing, the copyright and all other rights of an intellectual property nature in all design, artwork, copy and other work produced by Crux under this agreement shall be and remain the exclusive property of Crux. The rights of an intellectual property nature in all design, artwork, copy and other work produced by third parties, except where Crux obtains a valid assignment of such rights from such third parties, shall remain with such third parties, but Crux shall, at the Customers’ request use its reasonable endeavours to obtain such as assignment in the event that the Customer pays all of the costs and fees involved.
2. For the avoidance of doubt, nothing in this agreement shall require Crux to assign the rights of an intellectual property nature in its work unless a separate agreement is requested and reached in advance.
3. Crux will never knowingly infringe any copyright or trademark and will deliver, to the best of its knowledge, creative solutions that are original and unique. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the ‘UK Intellectual Property Office’ if required.
4. Any design, copywriting, drawing, idea or code created for the customer by Crux, or any of its contractors, is licensed for use by the client on a one-time-only basis and may not be modified, re-used, or re-distributed in any way or form without the express written consent of Crux and any of its relevant sub-contractors.

File Storage

1. Client project files and all associated content will be archived upon project completion and stored on our cloud servers for a maximum of 5 years.
2. Clients are encouraged to keep their own copies of all deliverables.
3. Supply of archived files will incur a charge which will be dependent on the size of the data being recovered.
4. Recovered files may only be used for the purpose they were originally intended for and may not be modified, re-used, or re-distributed in any way or form.

Insurance

1. The Customer shall be responsible for effecting all necessary insurance in respect of any loss, damage or expense that it may suffer directly or indirectly in relation to the provision or non-provision of the Company’s goods and services.

Termination of Agreement

Project agreements may be terminated by either Crux or the Customer at any time for any reason, ensuring flexibility and mutual respect between both parties. Upon such termination:

1. Crux will issue an invoice for work completed and any extraneous expenses incurred up to the point of termination.
2. Should there be any advance payments exceeding the invoiced amount for work performed and expenses incurred, Crux will reimburse the excess to the Customer within 20 (twenty) days of the termination notice.

This clause is designed to accommodate changes in circumstances or direction, allowing either party to conclude the arrangement amicably while settling financial obligations fairly.

Waiver

The waiver or non-enforcement by Crux of any breach of these Conditions shall not prevent the subsequent enforcement of these Conditions in full and shall not be deemed as a waiver of any subsequent breach.

Force Majeure

Crux shall not be liable for any delay or failure to perform any of its contractual obligations as a result of war, flood, storm, riot, fire, accident, civil commotion, acts of God, government action, failure of power supply, equipment failure, lockout, strike, default, or failure of subcontractor or suppliers or any other cause beyond its reasonable control and Crux shall not be liable for any loss, damage or expense suffered by the Customer or any third party arising directly or indirectly from any of such matters.

Variation

1. These conditions override any differing conditions which may appear on the Customer’s order form or other documents.
2. Crux reserves the right to change or modify these terms at any stage with immediate effect. By agreeing to these terms, your statutory rights are not affected.

Notice

Any notices required to be given under these Conditions shall be in writing.

Naming

Naming will be validated by domain name research; however, Customers are advised to obtain full legal qualification/advice beyond this point.

Digital

1. Unless clearly specified as otherwise within the proposal submitted by Crux, all website copies will be provided by the client. Copywriting by Crux beyond basic editing for grammar, spelling and tone- of voice will be viewed as out of scope and will incur additional charges.
2. The uploading of content to any website is the responsibility of the client unless clearly agreed otherwise in the Customer’s project proposal.
3. Unless explicitly stated within the Customer’s project proposal, website hosting and other ongoing digital charges are not included and will be priced separately.
4. Unless clearly specified within the Customer’s proposal, future and ongoing content management system costs are deemed out of scope and payable by the client.
5. Quoting for web hosting will take place once the scope of website content is finalised.
6. Purchase of URLs, unless clearly specified within the Customer’s project proposal, is deemed out of scope and is payable by the client.
7. A delivery timeline will be sent out for digital projects to specify all stages and content delivery deadlines.
8. Failure by the Customer to supply information or maintain the payment plan may result in the project being halted or delayed.
9. On-page SEO principles will be considered during website design. This does not include specific targets, and Crux cannot bear responsibility for a failure to improve any search engine rankings or website visitor numbers.
10. During the review of proposed wireframes, Crux reserves the right to deem out-of-scope any requested changes to functionality that will require significant studio or development time.
11. Feedback on all stages must be consolidated and supplied by a maximum of 2 named stakeholders.
12. Feedback otherwise supplied will be referred back to the client.
13. The completion/sign-off point is defined by the ‘Go Live’ date.
14. After this date, the client has a period of 30 days to feedback on any inconsistencies within the site performance.
15. Any new changes to the web build thereafter are considered amends and will need to be quoted.
16. If the client chooses in future to use a 3rd party developer to build a website or application designed by Crux, we will not bear responsibility for the failure of said 3rd party to deliver the website or application effectively.
17. All extensions, external and internal API, and time is taken for code mining will be billed separately.

Content

1. Prior to project commencement, Crux is to receive, where possible, all necessary associated information and branding assets, including research, evidence, existing photography and video, logos, typography, colour palettes, image style, existing brand language and tone of voice guidelines, and layout guidelines.
2. All design files must be supplied to Crux in an editable format (Adobe Illustrator, Adobe InDesign, Adobe Photoshop, Adobe XD)
3. All necessary images and text will be provided to Crux prior to project commencement. Failure to do so may delay the project beyond the expected timeframes.
4. Unless clearly specified as otherwise within this proposal, all copy will be provided by the Customer. The Customer is responsible for ensuring the accuracy of any information provided to Crux for the provision of services. Copywriting by Crux beyond basic editing for grammar, spelling and tone of voice will be viewed as out of scope and will incur additional charges.
5. Unless explicitly stated within the proposal, the population of templates and other variable and/or personalised brand items will be deemed out of scope and may incur additional charges.

Web Hosting Terms and Conditions

By using CRUX Design Agency Ltd’s web hosting services, you (“the Client”) agree to the following terms and conditions:

1. Service Description: CRUX Design Agency Ltd provides UK-based managed web hosting services on servers powered by 100% renewable energy. Our commitment to sustainability and performance is paramount.
2. Payment and Renewal: Hosting fees are charged annually in advance. Failure to pay the hosting fees within 14 days of the invoice date will result in the termination of the hosting services, leading to the website becoming inaccessible.
3. Cancellation by Client: Clients wishing to cancel their hosting services must provide CRUX Design Agency Ltd with 30 days’ notice.
4. Cancellation by CRUX Design Agency Ltd: CRUX Design Agency Ltd reserves the right to cancel the hosting agreement at any time with 30 days’ notice to the Client. In such an event, CRUX Design Agency Ltd will provide a full backup of the Client’s site and supply links for download.
5. Backups and Security: Daily backups of all sites are conducted to ensure data integrity. Extensive server security measures and uptime monitoring are in place to provide a reliable hosting environment.
6. Acceptable Use Policy:
   • The Services may only be used for lawful purposes.
   • Unlawful materials, spamming, sending emails to disrupt performance, publishing defamatory or obscene content, infringing on intellectual property rights, threatening behavior, illegal activities, and unauthorized access to CRUX Design Agency Ltd’s network are strictly prohibited.
   • Clients are responsible for the content hosted on their websites. CRUX Design Agency Ltd is not obligated to monitor the content but reserves the right to remove services and terminate accounts for non-compliance with these terms.
7. Liability: CRUX Design Agency Ltd will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages resulting from the use of the hosting services.
8. Amendments: CRUX Design Agency Ltd reserves the right to update and change the Terms and Conditions by posting updates and changes to the website. It is your responsibility to check these terms periodically for changes.

By accepting these terms, you acknowledge that you have read, understood, and agreed to be bound by the Terms and Conditions described herein.

General Billing and Payment Policy

Initial Deposit:
Before starting any project or service, a deposit of 50% of the total estimated cost is required. This deposit secures your project’s place in our workflow and must be received before any work begins. This ensures that we can allocate the necessary resources to your project from the outset.

Credit Terms:
Our credit terms of strictly 14 days apply to final invoices issued upon the completion of project elements. Prompt payment of these invoices is essential for maintaining a smooth project flow and avoiding any potential delays in delivery.

External Costs:
External costs, such as those for photography, hosting, or advertising services incurred during the project, will be billed as they occur. This policy is in place to ensure transparency and accountability for all project-related expenses.

Account Management:

1. To ensure uninterrupted progress on your project, it is crucial that payments are made according to the specified terms. Accounts with overdue balances may result in a temporary halt of work until the account is brought current.
2. Estimates provided are carefully tailored to meet your specific project needs and are valid for 30 days. If a project experiences delays in engagement beyond 45 days from initiation, we reserve the right to invoice for work completed up to that point. This approach helps manage both resources and expectations efficiently.
3. Additional work requested outside the initial project scope will be billed on a time-and-materials basis at our standard rates, allowing for flexibility to meet your evolving needs while ensuring clarity in billing practices.

By agreeing to engage our services, you accept these billing and payment terms, designed to support a productive and mutually beneficial working relationship.

Deliverables

These will be outlined in your project proposal.