We work well with our clients because the relationship is based on honesty and trust, but all work needs guidance in the form of terms and conditions. Please read our Terms of Service outlined below and if you have any questions, please do not hesitate to ask.
Terms of Service
The following terms and conditions apply to all Services provided by MUNCH STUDIO LIMITED (hereafter referred to as the DESIGNER) and in the event of any dispute are governed by the laws of England and Wales.
Work. The DESIGNER agrees to provide services as described in the Project Offer sent to the CLIENT via electronic mail, and the CLIENT agrees to pay the DESIGNER the project Fee specified in the Project Offer in accordance with the DESIGNER’s terms of Service set in this Document.
1. Fees and Charges
1.1 Fees. In consideration of the Services to be performed by the DESIGNER, the CLIENT shall pay to the DESIGNER fees in the amounts and according to the payment schedule set in the Project Offer, and all applicable additional costs and expenses, even if calculated or assessed subsequent to the payment schedule. Payments to MUNCH STUDIO LIMITED may be made by bank transfer or PayPal. PayPal is accepted for projects below £2,000 only. The DESIGNER’s billing details are included in the footer of each invoice issued by the DESIGNER.
1.2. Fee Schedule. The CLIENT agrees to pay the DESIGNER the full project fee before project commencement or an advance non-refundable payment of at least fifty (50) percent of the total project fee, which is always required before any work can commence. Any remaining balance will be due in installments, as a progress payment, in accordance with the dates set in the fee schedule of the Project offer. The last installment is always due on project completion before delivery of final files.
If the work exceeds the agreed project timeline indicated in the Project Offer by more than 30 days, and the project deadline is not met because of delays caused by the CLIENT—which includes providing content, feedback, obtaining sign-off of key milestones and/or approval of final deliverable in a timely manner that allows the DESIGNER to complete the project on time—then the final billing date will not be postponed and the CLIENT agrees to the payment of the remainder within 14 days of receipt of an invoice issued for any outstanding balance, regardless whether the project has been completed or not.
1.3. Additional Costs. Project pricing includes the DESIGNER’s fee only. Any and all outside costs including, but not limited to fonts licences, stock photography, music and/or digital artwork licenses, talent fees and hosting fees, will be billed to the CLIENT separately and the full price of such assets will be payable in advance.
1.4 Invoices. All invoices are payable within 14 days of receipt. Payment will be due prior to any printing, shipping or delivery of final files can occur. In case of overdue payments, the DESIGNER reserves the right to stop work until payment is received. Any queries the CLIENT has on an invoice must be submitted by email within 7 days of receipt of the invoice.
1.5 Default in Payment. The CLIENT understands the importance of paying the DESIGNER in a timely manner to maintain a positive working relationship and keep the project moving forward. In case of overdue payments, the DESIGNER reserves the right to stop any work until payment is received and can withhold delivery of any current work if accounts are not current or overdue invoices are not paid in full. Accounts which remain outstanding for 30 days after the date of invoice, will incur a monthly service charge of 8% above the Bank of England base rate from the day the invoice became overdue until the date of payment. Payments will be credited first to late payment charges and next to the unpaid balance. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Charges, Expenses, and Fees. In the event where the CLIENT’s overdue account is referred to a collection agency and/or law firm, the CLIENT will be liable for all costs which would be incurred as if the debt is collected in full, including legal demand costs.
1.6 Return & Exchange Policy. Due to the nature of the services the DESIGNER cannot offer refunds or exchanges.
2. Revisions and Changes to Project Scope
2.1 Revisions and Charges for Excess Work. Fixed-fee projects include a set number of revision rounds or hours, indicated in the Project Offer. The CLIENT shall pay additional charges at the DESIGNER’s standard hourly rate of £65 per hour for revisions or alterations requested by the CLIENT which exceed the number of hours/rounds indicated in the Project Offer. Such charges shall be in addition to all other amounts payable under the Project Offer received via email, despite any maximum budget, contract price or final price identified therein.
Any alteration after a deliverable or milestone has been deemed finalised—including where the CLIENT makes changes to the supplied copy or layout changes—may be made at an hourly rate of £65. There will be no additional charges to the CLIENT for extra time spent on revisions made necessary by errors or omissions on the part of the DESIGNER. The DESIGNER may extend or modify any delivery schedule or deadlines in the Project Offer as may be required by such Changes.
If the Work involves more time than estimated—such a new direction to the assignment or new conceptual input—any additional time spent on completing the project will be billed on a time and materials basis, at the DESIGNER’s standard hourly rate of £65 per hour.
2.2 Design Alterations Beyond the Project Scope. Where further content creation is required over and above the estimated work or outside the agreed scope of the Services—if the parameters of the Work change, or if the CLIENT requires extensive alterations reflecting a change in marketing objectives or project goals—the DESIGNER will inform the CLIENT to renegotiate the Work’s cost and shall be entitled to submit a new and separate quotation to the CLIENT for approval.
Support stops with the handing of the final files. If the CLIENT needs further assistance in making additional edits or changes after the work has been approved and deemed completed, it’s a new project and such additional requests for edits or amendments will be quoted separately.
2.3 Project Timing. The DESIGNER will priorities performance of the Services as may be necessary or as identified in the Project Offer, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Project Offer.
The CLIENT acknowledges and agrees that the DESIGNER’s ability to meet any and all schedules is entirely dependent upon the CLIENT’s prompt performance of its obligations to provide materials and written approvals and/or revisions requests and that any delays in the CLIENT’s performance or Changes in the Services for Deliverables requested by the CLIENT may delay delivery of the Deliverables. Any such delay caused by the CLIENT shall not constitute a breach of any term, condition or the DESIGNER’s obligations under this Agreement.
2.4 Testing and Acceptance. The DESIGNER will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Final Deliverables to the CLIENT. The CLIENT, within five (5) business days of receipt of each Deliverable, shall notify the DESIGNER, by electronic mail, of any failure of such Deliverable to comply with the specifications set forth in the Project Offer, or of any other objections, corrections, changes or amendments the CLIENT wishes made to such Deliverable. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from the CLIENT, the Deliverable shall be deemed accepted.
2.5 Errors and Omissions. The CLIENT accepts full responsibility for final proofreading—including spelling and overall accuracy—to all work produced during the project. As a result, the DESIGNER will not be held responsible for any typos, errors or omissions that may occur and the CLIENT is fully responsible for any errors in spelling, typography, illustrative layout, photography or other errors discovered after printing or reproduction or for any work performed by third-parties selected by the CLIENT or the DESIGNER.
2.6 Print Alterations. The CLIENT is responsible for approving all print-ready artwork files before submitting to print. For any alteration, after a project has been approved and sent to press, the CLIENT will incur the cost to reprint plus any additional rush charges that may occur.
3. Intellectual Property Provisions
3.1 Ownership and Usage Rights. Under UK Intellectual Property law, the creator automatically has full ownership of the design work and can decide which parts to distribute and which not. As such, in absence of an explicit assignment or license granted by the DESIGNER to the CLIENT, as the creator of the work, the DESIGNER retains full proprietary rights, including property ownership, intellectual property rights and copyrights, in and to all Final Deliverable, Preliminary Works and Working Files, including design concepts, original artwork and source files.
3.2 Trademarks. Upon completion of the Services, and expressively conditioned upon full payment of all fees and costs due, the DESIGNER will transfer to the CLIENT all intellectual property rights for Trademarks—including trade names, words, symbols, logo designs and other brand elements—created by the DESIGNER for the Work outlined in the Final Deliverables to identify the goods or services of the CLIENT.
The DESIGNER shall cooperate with the CLIENT and shall execute any additional documents reasonably requested by the CLIENT to evidence such assignment. The CLIENT shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the CLIENT shall indemnify, save and hold harmless DESIGNER from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of CLIENT’s failure to obtain trademark clearance or permissions, for use of Trademarks.
3.3 Final Deliverables. For all design work other than trademarks, upon completion of the design services, and upon full payment of all fees and costs due, the CLIENT is granted a non-exclusive, perpetual, worldwide license to use, reproduce and display the design work solely for the scope of the project as defined in the Project Offer. None of the work created by the DESIGNER should be used for resale purposes.
All other rights and uses not expressly granted herein are to be negotiated separately and will require an arrangement for payment of a separate buyout fee.
3.4 Preliminary Works. The granting of usage rights to the Final Deliverables does not extend to the use of design concepts and preliminary work submitted but not approved by the CLIENT. If a choice of designs is presented and one is chosen for the project, only that solution is deemed to be given by the DESIGNER as fulfilling the contract. All intellectual property rights in and title to any material created by the DESIGNER and shown at a pitch remains with the DESIGNER.
3.5 Original Working Files. The original source files are not included in the design fee and only the file formats specified as Final Deliverables will be shared at the end of the project. The DESIGNER retains all intellectual property rights in any Original Artwork and Working Files unless the CLIENT specifically requests the granting of unlimited usage rights for the Working Files.
3.6 Assignment of unlimited usage rights. For any non-trademark design(s) created by the DESIGNER, if the CLIENT requires the original source files to create derivative works from the final design files, and only if specifically requested and discussed, the DESIGNER is willing to grant an unlimited usage licence to the CLIENT. In such a case, the original source files in the native formats (Working Files) can be included as Final Deliverables in the project quotation and will be subject to an additional buyout fee for the delivery of such files to the CLIENT.
3.7 Reservation of Rights. All rights not expressly granted above are retained by the DESIGNER. All other rights and uses not expressly granted herein are to be negotiated separately and will require an arrangement for payment of a separate buyout fee.
All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Charges, Expenses, and Fees.
3.8 Rights to Authorship Credit. The DESIGNER reserves the right to reproduce any and all designs created in print and electronic media for DESIGNER’s promotional purposes. The CLIENT also agrees that the DESIGNER will retain the right to use the final design(s) and all preliminary designs in design competitions, publications on design, for educational purposes and in marketing the DESIGNER’s business.
The CLIENT agrees that, when asked, must properly identify the DESIGNER as the creator of the Deliverables. The CLIENT does not have a proactive duty to display the DESIGNER’s name together with the Deliverables, but the CLIENT may not seek to mislead others that the Deliverables were created by anyone other than the DESIGNER. The DESIGNER acknowledges the confidential nature of CLIENT projects and agrees to only display project work once the work product has been publicly launched/announced.
3.9 Intellectual property rights in Third-Party Materials. Third-party materials included in the Final Deliverables shall be owned by the respective third parties. The DESIGNER shall inform the CLIENT of all Third Party Materials that the CLIENT may need to license at the CLIENT’s own expense. The CLIENT shall indemnify, save and hold harmless the DESIGNER from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of CLIENT’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at the CLIENT’s request.
4.1 Confidential Information. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party. Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
4.2 Relationship of the Parties. Both Parties agree that the DESIGNER is, and at all times during this Agreement shall remain, an independent contractor, not an employee of the CLIENT or any company affiliated with the CLIENT. DESIGNER shall provide the Services under the general direction of the CLIENT, but DESIGNER shall determine, in DESIGNER’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to CLIENT are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
4.3 Indemnification/Liability. The DESIGNER and the CLIENT shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
4.4 Client Content. By supplying text, images and other content to the DESIGNER for inclusion in the CLIENT’s Final Deliverables, the CLIENT declares that it holds the appropriate copyright and/or trademark permissions. The Client Content, including pre-existing Trademarks, shall remain the sole property of the CLIENT, or rightful Copyright or Trademark owners. The CLIENT shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and shall indemnify, save and hold harmless the DESIGNER from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of the CLIENT’s failure to obtain trademark clearance or permissions for use of Trademarks. The CLIENT hereby grants to the DESIGNER a non-exclusive, non-transferable license to use, reproduce, modify, display and publish the Client Content solely in connection with the DESIGNER performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.
4.5 Project Cancellation. Both parties understand that the CLIENT or the DESIGNER may terminate the Agreement at any time if, for any reason, the relationship is deemed unsatisfactory by either party by giving 14 days’ notice via electronic mail. In the event the CLIENT requests cancellation of the project prior to completion, within five (5) business days of such cancellation request, the CLIENT shall pay the DESIGNER for (1) all amounts accrued and owing for the work performed up to the date of termination in accordance with the project quote; (2) all outside expenses and commitments that have been incurred and cannot be cancelled, regardless as to whether the project has been delivered to the CLIENT; and, (3) a cancellation fee equal to 15% of the remaining fees that would otherwise have been paid if the project would have been completed, regardless as to whether the project has been delivered to the CLIENT.
Upon cancellation, all rights to the design produced and the original artwork shall be retained by the DESIGNER. Any deposit and other payment that the CLIENT made are non-refundable. If upon termination the CLIENT has not paid undisputed fees owed for the material, Deliverables or Services provided by the Designer as of the date of termination, the CLIENT agrees not to use any such material or the product of such Service, until the CLIENT has paid the Designer in full. Furthermore, if this Agreement is cancelled after all the Work is completed, the CLIENT should pay the DESIGNER all of the agreed service fee but the DESIGNER will retain all copyright to the created Work and any licencing rights would be void.
4.6 Modifications. The DESIGNER reserves the right to amend these Terms by publishing a note on https://www.munchstudio.co.uk or by using reasonable endeavors to bring the new Terms to the CLIENT attention.
4.7 Governing Law and Dispute Resolution. The construction, validity and performance of the Agreement shall be governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute between them arising under or in connection with the Agreement.
4.8 Acceptance. Payment of an invoice denotes approval of a Project Offer or quotation and acceptance of these Terms of Service.