SOMETHING MORE CREATIVE®
TERMS AND CONDITIONS
Last updated 5.8.26

These Terms apply where services are purchased for business or organisational purposes from There Is Something More Limited, company number 09028106, trading as Something More Creative® (“we”, “us” or “our”). In these Terms, a “Project” means a standalone piece of work commissioned outside a Retainer, and a “Retainer” means an ongoing fixed-period service arrangement identified as such in the invoice. Each standalone Project and each Retainer forms a separate agreement. A standalone Project commissioned by a client who also has a Retainer does not form part of or change that Retainer unless the relevant invoice expressly says otherwise.

1. The agreement

The agreement consists of:

  • the invoice describing the relevant standalone Project or Retainer;

  • any quotation, proposal or written brief expressly referred to in that invoice; and

  • these Terms.

The invoice sets out the agreed services or service tier, fees, agreement period and payment arrangements. If it expressly differs from these Terms, the invoice takes priority.

Payment of the first invoice confirms acceptance of the agreement. No separate document or client signature is required. Later instalment invoices relating to the same standalone Project or Retainer period form part of the same agreement.

The version of these Terms published on the date of the first invoice applies throughout the relevant standalone Project or current Retainer period. We may update the Terms for a future renewal period by notifying the client at least thirty days before the deadline for giving notice of non-renewal. If we do not, the existing Terms continue for that renewal period.

Terms contained in a client’s purchase order or other administrative document do not apply unless we expressly agree to them in writing.

2. Services and scope

We will provide the agreed services with reasonable care and skill.

The agreed price covers only the services and deliverables described in the invoice and any quotation, proposal or brief referred to in it. Anything materially outside that scope will be discussed and agreed before additional charges are incurred.

We may use suitably qualified employees, freelancers, specialists and suppliers to help provide the services. We remain responsible for managing the work we have agreed to provide.

Our services do not include legal, financial, regulatory or other specialist professional advice unless expressly agreed. Creative and marketing work is affected by factors outside our control, so we cannot guarantee particular commercial results, engagement, coverage, enquiries, donations, sales or search rankings.

3. Retainers

A Retainer reserves our continuing creative capacity for the agreement period stated in the invoice. Monthly invoices are instalments of that fixed-period agreement and do not make it a monthly rolling arrangement.

Unless expressly stated otherwise, a Retainer is not unlimited work, a fixed bank of hours or a guarantee that the same quantity of work will be completed each month. The nature and volume of work may vary, and unused capacity does not automatically accumulate or carry forward.

We will manage priorities reasonably with the client. Where requests exceed the agreed scope or capacity appropriate to the client’s service tier, we may reprioritise them, move them to a later date or quote for them separately as a standalone Project. No additional charge will be made without the client’s agreement.

Renewal

Unless otherwise agreed in writing, at the end of the initial agreement period, and at the end of each subsequent renewal period, the Retainer will automatically renew for a further period of the same length unless either party gives at least three calendar months’ written notice that it does not wish to renew.

Notice does not end the current agreement period early. Notice received less than three calendar months before the end of the current period will not prevent the next renewal and will instead take effect at the end of that renewal period.

The existing service tier, scope and fee will continue throughout each renewal period unless a change is agreed in writing before that period begins.

4. Standalone Projects and amendments

Standalone Project prices are based on the agreed brief, the information available when the price is given and a normal collaborative working process.

Unless stated otherwise, a standalone Project price includes up to three consolidated rounds of reasonable amendments to the agreed creative direction. One round means one collected and internally agreed response from the client at the relevant review stage.

A material change to the brief, a substantially different creative direction, additional deliverables, further amendment rounds, conflicting or separately submitted feedback, changes after approval or unusually urgent requests may be treated as additional work.

We will explain any effect on the fee or timetable and obtain the client’s agreement before undertaking chargeable additional work.

5. Client responsibilities and timings

The client will provide accurate information, materials, access, decisions, feedback and approvals when reasonably required. The client should appoint one principal contact and provide consolidated feedback from its relevant decision-makers.

The client confirms that it has the right to supply and authorise our use of all text, branding, images, video, data and other materials it provides.

The client is responsible for:

  • the accuracy and legality of factual statements and claims it supplies or approves;

  • obtaining necessary permissions, consents and specialist approvals;

  • checking that its use of the final work is lawful and appropriate; and

  • complying with safeguarding requirements relating to its premises, activities and events.

We will use reasonable efforts to meet agreed timings, but dates depend on timely client input and are estimates unless expressly confirmed as fixed.

Client delays, changed requirements and third-party issues may affect delivery dates. If a standalone Project is inactive because we are waiting for the client for more than thirty days, we may pause and reschedule it, invoice work already completed and provide a revised price for the client’s written agreement where the delay has materially affected the work required. After sixty days, we may treat the standalone Project as cancelled, in which case clause 11 will apply.

6. Fees and payment

Fees and payment arrangements are stated in the invoice and exclude VAT unless stated otherwise.

Invoices are payable within fourteen days unless a different period is shown. Retainers are invoiced in advance of the relevant service period, and standalone Project work will not normally begin until the required initial payment has been received.

Printing, postage, advertising spend, licences, hosting, travel, production and other third-party costs are additional unless expressly included. We will obtain the client’s written approval before incurring any third-party cost not already included in the agreed price. We may require these costs to be paid before placing an order or making a commitment.

The client should raise any genuine invoice query promptly and must still pay any undisputed amount by the due date.

If an undisputed invoice is overdue, we may pause work after giving reasonable written notice, revise affected delivery dates and withhold publication, final delivery or release of files until payment is received. We may also claim any statutory interest, compensation and recovery costs available to us.

All instalments for a stated Retainer period remain payable even where the client chooses not to use all the available service, because the relevant capacity has been reserved.

7. Approval and third-party production

The client is responsible for checking work carefully before approving it for publication, printing, production or final delivery. This includes wording, spelling, names, dates, prices, contact details, factual claims, permissions, quantities and technical requirements.

Approval may be given by email or another written message. Publishing, distributing or instructing a third party to produce the work will also constitute approval.

Changes requested after approval may be charged as additional work. Where final work materially fails to follow the approved brief because of our error, the client should notify us promptly and allow us a reasonable opportunity to correct it.

Where the client appoints its own printer, developer, host or other supplier, we remain responsible for the work we agreed to supply but not for that supplier’s performance, production decisions or changes made after handover.

Where we arrange a third-party service, we will use reasonable care when selecting and instructing the supplier, but cannot accept responsibility for matters outside our reasonable control or for the supplier’s separate terms and restrictions.

Colours may vary between screens, printers, print runs, inks, papers and other materials. We will follow the approved specification with reasonable care but cannot guarantee exact matching between different devices or production processes.

8. Rights and files

The client retains ownership of materials it supplies and permits us to use them as reasonably necessary to provide the services.

Once all invoices then due under the relevant agreement have been paid in full, we assign to the client the copyright and other assignable intellectual-property rights that we own in the final bespoke work created specifically for the client under the agreement.

We will obtain from our employees, freelancers and other contributors any assignments, permissions and moral-rights waivers reasonably necessary to give effect to this clause.

We retain ownership of editable working files, drafts, unused concepts, methods, templates, processes, reusable materials and anything developed or owned independently of the client’s work. Working files are not included unless expressly agreed.

Where our retained materials are incorporated into the final work and necessary for its use, the client has a perpetual, worldwide, royalty-free, transferable and sublicensable licence to use and adapt those materials as part of the final work.

Fonts, stock assets, software and other third-party materials remain subject to their owners’ licence terms.

We will not deliberately reuse distinctive final bespoke work in a way that is confusingly similar to the client’s work.

After work has been made public, we may identify the client and display the public work in our portfolio and promotional materials unless confidentiality, safeguarding or security reasonably prevents this.

9. Confidentiality and personal data

Each party will protect the other’s non-public confidential information and use it only for the purposes of the agreement.

This does not apply to information that is already lawfully known, independently developed, publicly available through no breach, lawfully received from another source or required to be disclosed by law.

Each party will comply with applicable data-protection law.

Where we process personal data solely on the client’s behalf, the client is the controller and we are the processor. The subject matter, duration, nature and purpose of the processing, and the types of personal data and people concerned, will be those reasonably required by the agreed services and the client’s documented instructions. This may include accessing, storing, organising, editing, sending, publishing or deleting personal data in client materials, mailing lists, CRM systems, websites, event systems or other accounts, concerning the client’s staff, customers, donors, supporters, subscribers, attendees or other contacts.

The client is responsible for ensuring that it has collected and uses personal data lawfully, has provided any necessary information and obtained any required consent, and is entitled to instruct us to process that data.

We will:

  • process the data only on the client’s documented instructions, including lawful instructions concerning international transfers, unless UK law requires otherwise;

  • ensure that anyone authorised to process the data is subject to an appropriate duty of confidentiality;

  • use appropriate technical and organisational security measures;

  • use suitable service providers under equivalent data-protection obligations, with the client’s general authorisation; notify the client in advance of intended changes, allow a reasonable opportunity to object, and remain responsible for their compliance;

  • notify the client without undue delay after becoming aware of a personal-data breach affecting that data;

  • assist reasonably with data-subject requests, security obligations, personal-data breaches and impact assessments;

  • at the client’s choice, delete or return the data when the services end and delete existing copies, except where UK law requires retention or secure backup copies are awaiting deletion through our normal retention cycle;

  • provide information reasonably needed to demonstrate compliance. If that information is not reasonably sufficient, we will allow and contribute to a reasonable audit or inspection by the client or its appointed auditor, on reasonable notice and during normal business hours. Unless required by law or following a suspected personal-data breach, an audit may take place no more than once in any twelve-month period, must be limited to matters relevant to the client’s personal data, must not compromise another client’s confidentiality or the security of our systems, and will be at the client’s cost unless it identifies a material breach by us; and

  • tell the client promptly if we reasonably believe that an instruction breaches applicable data-protection law.

10. Liability

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud or anything else that cannot legally be limited.

Subject to that, we will not be liable for:

  • indirect or consequential loss;

  • loss of profit, revenue, opportunity, anticipated savings or goodwill;

  • loss caused by inaccurate materials or instructions supplied by the client;

  • changes made to our work by another person;

  • use of work outside its agreed purpose;

  • loss caused by a failure to keep appropriate copies or backups; or

  • the failure, restriction or decision of an external platform or supplier outside our reasonable control.

Our total liability arising from a standalone Project will not exceed the total fees paid or payable for that Project. Our total liability arising from a Retainer will not exceed the Retainer fees paid or invoiced for the current agreement period up to and including the date of the event giving rise to the claim.

Neither party is liable to the extent that a loss was caused or increased by the other party’s actions, omissions or failure to take reasonable steps to limit it.

The client will reimburse our reasonable losses and costs resulting from a third-party claim caused by materials, factual claims or instructions supplied or specifically approved by the client, or by an unlawful or unauthorised use of our work. We will notify the client promptly of any such claim, provide reasonable cooperation and not admit liability or agree a settlement without the client’s written consent. The client may control the defence of the claim at its own cost, provided that any settlement does not impose liability or obligations on us without our written consent.

11. Cancellation and ending the agreement

A client cancelling a standalone Project must pay for work completed, production capacity reserved that we cannot reasonably reallocate, and approved or unavoidable third-party costs. Any prepaid amount exceeding those sums will be refunded.

A Retainer is a commitment for the whole of the current agreement period. If the client stops using the service or seeks to end the relationship early without a material breach by us, the remaining agreed instalments continue to be payable.

Either party may end an agreement if the other:

  • materially breaches it and does not correct the breach within fourteen days of written notice;

  • becomes insolvent or ceases trading; or

  • requires the other party to act unlawfully.

We may suspend or end an agreement where an undisputed invoice remains overdue after reasonable notice, instructions are unlawful, infringing, or materially misleading, or abusive, threatening or unsafe conduct makes it unreasonable for us to continue.

If we end an agreement without fault by the client, we will refund any fees paid for services that will not be provided, calculated on a fair pro-rata basis.

When an agreement ends, accrued fees and costs become payable. Any ownership already transferred to the client remains with the client. Rights in final work that has not been paid for in full remain with us and transfer only when the relevant invoices are paid. The provisions concerning payment, rights, confidentiality, personal data and liability continue where relevant.

12. General

Neither party is authorised to bind the other or is acting as the other’s employee, partner or agent.

Except as provided in clause 1 in relation to future Retainer renewal periods, changes to an agreement must be agreed in writing. Email is sufficient.

Written notice may be sent by email to the other party’s usual principal contact or another address it has notified for that purpose. Notice is treated as given when received.

Neither party is responsible for delay caused by circumstances outside its reasonable control, although payment remains due for work already completed and costs already committed.

If part of the agreement is found to be unenforceable, the remainder will continue to apply. A delay in enforcing a right does not waive it.

The agreement contains the whole agreement concerning the relevant services and replaces earlier discussions about the same scope.

The agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Electronically signed for and on behalf of There Is Something More Limited by Tom Olyott, Director.