Design and Branding Terms & Conditions

These Terms and Conditions govern the supply of branding, logo, print, packaging, advertising and digital design services by Origami Knights Ltd, trading as Promoworx, a company registered in England and Wales (Company No. 12176527) with its registered office at 90–92 George Lane, South Woodford, London, E18 1JJ (“Promoworx”).

These terms incorporate and are to be read alongside the Nettl Partner Standard Terms & Conditions, which apply to all design projects unless expressly varied in writing by Promoworx. If there is any conflict, these terms take priority for design work.

These terms are intended for business customers.

1. Orders and Payment
   1. Full payment upfront – Unless expressly agreed in writing by Promoworx before the project begins, the full project fee is payable in advance before any work will commence. Payment constitutes acceptance of these terms and forms a binding contract.
   2. Staged payments (if agreed) – If a staged payment arrangement is agreed in writing, the first instalment must be paid before work starts. No licence or usage rights are granted until all fees are received in cleared funds.
   3. Non-refundable payments – All payments are non-refundable except where Promoworx agrees otherwise in writing.
   4. Late payment – For business-to-business contracts, Promoworx may charge statutory interest at 8% above the Bank of England base rate, plus fixed-sum compensation and reasonable recovery costs, under the Late Payment of Commercial Debts (Interest) Act 1998.
2. Scope, Changes and Delivery
   1. Scope – Deliverables and milestones will be as agreed in writing. Any changes requested by the Client may result in additional fees and revised timescales, to be agreed in writing.
   2. Digital deliverables – Promoworx supplies files suitable for the agreed uses, formats, software, browsers, or devices current at delivery. Compatibility with future platforms or devices is not guaranteed unless separately agreed.
   3. Print deliverables – Reasonable colour variation occurs between on-screen proofs and printed output. Minor variations are not defects.
3. Third-Party Materials and Licences
   1. Client responsibility – The Client is responsible for obtaining and holding any necessary licences for fonts, stock images, video, audio, templates, or other third-party materials to be used in the project.
   2. No transfer of restricted assets – Promoworx will not supply font files, stock source files, or other licensed assets where the licence prohibits it. Embedded assets in deliverables remain subject to their original licence terms.
   3. Indemnity – The Client will indemnify Promoworx against all claims, losses, costs and expenses (including legal costs) arising from use or supply of materials without necessary rights.
4. Intellectual Property Rights
   1. Ownership retained – Unless expressly agreed in writing before the project starts, all intellectual property rights, including copyright, in concepts, designs, preparatory work, and final deliverables remain vested in Promoworx.
   2. Client licence – On receipt of full payment, Promoworx grants the Client a non-exclusive, non-transferable, worldwide licence to use the final agreed design deliverables solely for the purposes and media agreed in writing. Preparatory materials, alternative concepts, and unused designs are excluded.
   3. No implied rights – No rights are transferred to the Client other than the licence in clause 4.2. The Client may not sub-license, assign, sell, or otherwise transfer the licence without Promoworx’s prior written consent.
   4. Assignments – If copyright is to be assigned, it must be documented in a separate written agreement signed by both parties before work starts. Under the Copyright, Designs and Patents Act 1988, assignments are only effective if in writing and signed by the assignor.
   5. Unauthorised use – Use outside the agreed licence, or without full payment, is an infringement. Promoworx may seek injunctive relief, damages, and recovery of legal costs.
   6. Moral rights – Promoworx asserts and retains all moral rights in works created under this agreement, including the right to be identified as the author and the right to object to derogatory treatment, as provided under the Copyright, Designs and Patents Act 1988. Moral rights are not waived unless expressly agreed in writing.
5. Client Warranties, Legal Clearances and Indemnity
   1. Materials supplied – The Client warrants that all text, images, fonts, brand names, and any other materials supplied are owned by the Client or the Client has necessary rights/licences to use them, and do not infringe any third-party rights.
   2. Legal clearances – Promoworx does not provide trademark registration, copyright protection, or other legal clearance services. The Client is solely responsible for ensuring that any product, service, business or brand name, logo, or design is free to use and register in relevant jurisdictions.
   3. Originality – Promoworx designs all work to be original and unique to the best of its knowledge, using reasonable professional skill and care. However, Promoworx cannot guarantee that deliverables will be entirely free from similarity to existing works.
   4. Indemnity – Except where Promoworx has knowingly copied a protected work, the Client will indemnify and hold harmless Promoworx, its directors, employees, and subcontractors against all claims, liabilities, damages, costs, and expenses (including legal fees) arising from allegations of intellectual property infringement relating to the project.
6. Usage Restrictions and Portfolio Rights
   1. Unused concepts – Promoworx may reuse, adapt, and license unused concepts and preparatory materials.
   2. Portfolio rights – Unless a signed NDA prohibits it, Promoworx may display the Client’s name and completed work in portfolios, case studies, award submissions, and marketing materials.
7. Suspension and Cancellation
   1. Suspension – Promoworx may suspend work if invoices are overdue, if the Client causes unreasonable delays, or in the event of a material breach of these terms.
   2. Client cancellation – If the Client cancels after work has commenced, payments made are non-refundable. The Client remains liable for work done and any third-party costs committed up to cancellation.
8. Liability
   1. Non-excludable liability – Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability which cannot be limited or excluded by law.
   2. Cap on liability – Subject to clause 8.1, Promoworx’s total aggregate liability in connection with the services is limited to the total fees paid for the relevant project.
   3. Exclusion of consequential loss – Promoworx will not be liable for indirect or consequential loss, including loss of profits, revenue, goodwill, or data, where such exclusion is lawful and reasonable.
9. Third-Party Rights
   1. A person who is not a party to this agreement has no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.
10. Governing Law
    1. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.