Terms & Conditions

  1. Definitions and Interpretation

    - means the purchaser of Services as specified in the Statement of Work.
    "Buyer Content"
    - means all materials, information, photography, writings and other creative content provided by the Buyer for use in the preparation of and/or incorporation in the Deliverables.
    "Change Request"
    - means any request for work made from the Buyer to the Designer outside the scope of the Statement of Work.
    - means these terms and conditions (as amended and updated from time to time by Designer and published on Designer's website,
    - means the Statement of Work, these Conditions together with any additional terms expressly agreed in writing by the Designer during the Term in accordance with these Conditions, which shall exclusively govern the sale and purchase of the Services as between Designer and Buyer.
    - means the goods, services and work product specified in the Statement of Work to be delivered by Designer to Buyer, in the form and media (if applicable) specified in the Statement of Work or as otherwise provided by these Conditions.
    - means: Marka Studios Limited whose registered office is located at 7 Lambert Street, Newport, NP20 5FU, United Kingdom.
    "Designer Templates"
    - means all design tools, templates and other creative materials developed or utilized by Designer in performing the Services, including: pre-existing and newly developed software, web authoring tools, type fonts, colours, and application tools.
    "Final Deliverables"
    - means the final version(s) of Deliverables provided by Designer and accepted by Buyer in accordance with these Conditions.
    "Preliminary Works"
    - means all artwork, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer in connection with the Services and which may or may not be shown and or delivered to Buyer for consideration.
    - means the goods and/or services as stipulated in the Statement of Work.
    "Statement of Work"
    - means the letter issued by Designer and signed by the Buyer detailing the Services to be provided by Designer, the Final Deliverables, Services fees and any additional terms and conditions concerning the provision of Services by Designer.
    "Third Party Materials"
    - means works that are incorporated into the Deliverables, but not created by Designer or owned by Buyer. Third Party Materials includes, for example, stock photography or illustration.
    - has the meaning given to it in Clause 7.1 of these Conditions.

    Any phrase introduced by the terms "including", "in particular", "for example", "such as" or any similar expression shall not limit the sense of the words preceding or superseding those terms. References to clauses are, unless otherwise stated, references to clauses of these Conditions. Words importing the singular include the plural and vice versa. References to persons include incorporated and unincorporated bodies. Headings are for convenience only and are not to affect the interpretation of the Contract.

    Business days means any day on which banks are open for business which is not a Saturday, Sunday or a public holiday in England, United Kingdom.

  2. Application of these Conditions

    The Contract shall exclusively govern the sale, supply and purchase of the Services by Designer to the Buyer to the exclusion of all other terms and conditions contained or referred to in any purchase order, enquiry, letter, form of contract, specification or other document put forward or otherwise referenced by the Buyer (unless otherwise expressly agreed in writing signed on behalf of the Designer by a director). Any terms and conditions in the Buyer's order or enquiries inconsistent with the Contract (in particular these Conditions) shall be of no effect. The Buyer confirms that in entering into the Contract it has not relied upon any matter not set out in the Statement of Work or these Conditions and acknowledges that, except in relation to fraudulent misrepresentation, Designer shall not have any liability for pre-contract statements, representations or similar.

    In the event of any conflict between the Statement of Work, these Conditions and any other terms agreed as part of the Contract, the Contract shall be governed in descending order by (1st) the Statement of Work, (2nd) these Conditions; and (3rd) any other terms agreed as part of the Contract.

  3. Provision of Services

    1. Designer will provide the Services identified only in the Statement of Work. Designer will provide these services in a professional manner, and in accordance with applicable professional standards.

    2. Designer will provide its Deliverables to the Buyer in professional design formats as nominated by Designer or otherwise expressly stipulated in the Statement of Work. The Buyer understands that it may need particular software and expertise to utilize the Deliverables and that accordingly Designer provides no warranties, guarantees or undertakings that any such design format will be compatible with any particular software program. If the Buyer would like the Deliverables in a specific file format, the Buyer must request to have the format included in the Statement of Work.

    3. If any Change Request is made by the Buyer, the Designer reserves the absolute right to accept or decline any such Change Request. If accepted by Designer and save as otherwise expressly agreed in writing by Designer (or in the Statement of Work), Designer will bill any additional Services provided as part of the Change Request on a time and material basis at Designer's then prevailing standard hourly rate (as notified by Designer to Buyer). For the avoidance of doubt, the provision of any such additional Services remain subject to the terms of the Contract. Designer reserves the right to extend its delivery schedule as a result of any Change Request. It is understood by the Buyer that a Change Request is intended solely for non-material changes to Services provided pursuant to a Statement of Work and that all material changes will therefore require Designer to submit a new proposal and Statement of Work to the Buyer (including a new Services fee proposal if applicable).

    4. In respect of any goods purchased by Buyer as part of the provision of Services by Designer, Buyer understand that any samples, drawings, advertising, specifications or other materials provided or contained in any brochure, promotional or other literature are approximate only and the Designer reserves the right to alter such specifications and to supply goods to the Buyer reflecting such altered specifications without prior notice to the Buyer provided that such alterations do not materially affect the characteristics of the goods.

    5. Designer will use commercially reasonable efforts to perform the Services within the time schedule(s) outlined in the Statement of Work. Buyer however accepts that Designer's delivery timeframes depend upon the Buyer's prompt response to any questions or requests made by Designer in respect of the Services (including the provision of Buyer Content).

    6. Designer shall use commercially reasonable efforts to test Deliverables before providing them to the Buyer. Unless expressly provided in the Statement of Work (and without prejudice to Clause 3.2 above), Designer provides no warranties, guarantees or undertakings that the Deliverables will be compatible with any particular browser or internet platform. Further, save as expressly provided in the Statement of Work, Buyer is fully responsible for the management, hosting and maintenance of any Deliverables provided by Designer to Buyer.

    7. The Buyer shall promptly review all Deliverables upon receipt, and must notify Designer of any failure to conform to the Statement of Work within 5 business days of receipt. The Buyer's notification must clearly identify the problems with the Deliverables. If Designer does not receive a notification within such time period, the Deliverables (or part thereof) will be deemed accepted. For the avoidance of doubt, no liability (whether in contract, tort (including negligence) or otherwise howsoever) for any Services that are defective, or for non-delivery or for an alleged shortage of Services, will attach to Designer unless claims are notified in writing to Designer within such 5 day period. In the event of a valid claim for defects, shortages or non-delivery of the Services notified in accordance with this Clause 3.7, the sole liability of Designer shall be, at its option, to either credit the Buyer with the Service fees paid by the Buyer to Designer for the relevant Service(s) concerned, or to amend, repair or replace it (as applicable).

    8. Where goods supplied by Designer as part of the Services are handed to a carrier for carriage to the Buyer any such carrier shall be an agent of Designer and not of the Buyer for the purposes of sections 44, 45 and 46 of the Sales of Goods Act 1979 (as may be amended, superseded and supplemented from time to time).

    9. To the extent that Designer incorporates Third Party Material in any Deliverables, Designer acknowledges and agrees that is shall be responsible for acquiring the necessary rights to use such Third Party Material in the Deliverables (strictly for such purposes stipulated by the Statement of Work) subject to the following conditions: (a) Designer shall be permitted to invoice Buyer for the costs and expenses (such as licence fees) incurred by Designer in acquiring such Third Party Material and Buyer undertakes to pay the same in accordance with the Contract; (b) Buyer undertakes to use any such Third Party Material solely for the purposes stipulated in the Statement of Work and strictly in accordance with such terms, conditions, restrictions and/or limitation as notified by Designer to Buyer (such as third party licensing terms of use).

    10. Designer cannot ensure that any files, data or other materials provided by Designer (as part of the Deliverables or otherwise) or any of the same downloaded from any email, platform or similar provided by or on behalf of Designer, will be free of viruses, contamination, destructive features or similar, and Designer disclaims any and all liability whatsoever or howsoever incurred by Buyer in connection with or related to Buyer's receipt or use of any such files, data or other materials.

  4. Terms of Payment

    1. Terms of payment of the Services fees shall be communicated by Designer to Buyer in the Statement of Work. In the absence of formal written confirmation of the terms of payment by Designer to the Buyer, the payment terms shall default to 2 weeks credit from the date of invoice. The time of payment is of the essence of the Contract. All payments to Designer shall be made either by direct debit or by bank transfer (at the Buyer's cost).

    2. If Designer agrees that the Services fees shall be payable by instalments as stipulated in the Statement of Work, a default by the Buyer in the payment of any due instalment shall cause the whole of the balance of the Services fees to become due immediately (without notice from Designer).

      Designer shall be entitled to allocate payments received from the Buyer against any invoice issued to the Buyer that is due for payment. The Services fees shall be due in full to Designer in accordance with these Conditions and the Statement of Work and the Buyer shall not be entitled to exercise any set-off, lien or any other similar right or claim.

    3. Designer may charge interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 on any amounts outstanding from the Buyer from the due date of payment until the actual day of payment.

    4. In addition to Services fees, the Buyer will be invoiced for Designer's expenses incurred in connection with Designer's provision of Services to Buyer. Designer's travel and lodging expenses will be invoiced to the Buyer at cost. Save as otherwise specified in the Statement of Work, all other expenses incurred by Designer in performing Services to the Buyer will be invoiced to Buyer at cost plus Designer's prevailing standard mark-up as notified by Designer to Buyer. Other expenses include: postage, shipping, mock ups, presentation materials, photocopies, equipment rental, photographer's costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, software licenses, online access, software as a service, and hosting fees.

    5. Buyer is responsible for paying all applicable taxes, including sales, use and value added taxes.

    6. In the event of failure by the Buyer to pay the Services fees in accordance with the Contract, Designer shall have the power to resell the Deliverables, such power being in addition to (and not in substitution for) any other power of sale arising from operation of law or implication or otherwise.

  5. Buyer Responsibilities and Representations

    1. Buyer must promptly: (a) provide in a form suitable for reproduction or incorporation into the Deliverables all required Buyer Content and other information as necessary for Designer to provide the Services and produce the Deliverables; and (b) proofread Deliverables; and (c) respond to and cooperate with Designer to ensure the timely delivery of the Services by Designer.

    2. During the Term, and for a period of 6 months after the Term, Buyer shall not Solicit any of Designer's employees or design agents (collectively, "Designer Employee"). "Solicit" (or "Solicitation") is defined to include: solicit, recruit, engage, or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other basis.

      In the event of such Solicitation, Buyer shall pay Designer an agency commission of 25% of the Designer Employee's starting salary with Buyer, or if hired as a contractor, 25% of the total contract fees paid to Designer Employee during the first year following the Solicitation.

    3. Buyer represents and warrants to Designer that: (a) Buyer owns all right, title, and interest in the Buyer Content and any other materials provided by Buyer to Designer and that Designer is permitted to use the Buyer Content and such other materials in performing the Services and for incorporation into Deliverables; (b) Designer's use of the Buyer Content and such other materials will not infringe the rights of any third party; and (c) Buyer shall comply with all laws and regulations governing the Services and Deliverables.

  6. Intellectual Property Rights

    1. Save as otherwise expressly provided in this Clause 6, Buyer acknowledges and agrees that: (a) all intellectual property and other rights, title or interest in whatsoever manner or form (excluding any Buyer Content), and/or anything whatsoever developed, procured or created in the performance or part performance of, or in connection with, the Services ("Designer Services IP") shall be the exclusive, unrestricted, perpetual and worldwide property of Designer. For the avoidance of doubt, all such rights, title and interest in and to the Preliminary Works shall be belong exclusively to Designer; (b) Designer shall be entitled to freely assign, license or otherwise transfer any and all rights in and to the Designer Services IP; (c) it (nor any of the Buyer's personnel or contractors) has no right, title or interest whatsoever in or to any profits derived from any sort of commercial exploitation by or on behalf of Designer of any of the Designer Services IP; (d) it shall upon request from Designer, at its own cost and expense, cooperate with Designer to obtain any and all approvals necessary to bring lawful effect to the provisions of this Clause 6, including the assignment to Designer of all associated intellectual property and other rights in any Designer Services IP; (e) Designer shall be entitled to utilise and/or exploit the Designer Services IP (or any part or alteration thereof) for any purpose and in any manner whatsoever without any restriction or limitation of whatsoever nature hereafter for perpetuity without any further compensation to, or consent from, Buyer and/or any third party.

    2. Upon completion of the Services and delivery of the Final Deliverables (and subject at all times to Buyer's compliance with the terms and conditions of the Contract in particular the payment in full and cleared funds of the Services fees), Designer grants Buyer a royalty-free, perpetual, worldwide, non-exclusive license to use the Final Deliverables (including the Designer Services IP incorporated therein) for the purposes solely and exclusively set out in the Statement of Work (to the exclusion of any other purpose whatsoever). Buyer expressly acknowledges and agrees that Designer shall be permitted without limitation to itself use or grant third parties the right to use the Deliverables (in whole or in part) including the Designer Services IP incorporated therein, excluding any Buyer Content, for any purposes whatsoever.

    3. If notwithstanding any other provision of these Conditions, Designer agrees to create Final Deliverables for exclusive use for Buyer as expressly stipulated in the Statement of Work, Designer grants Buyer a royalty-free, perpetual, worldwide, exclusive license to use the Final Deliverables (including the Designer Services IP incorporated therein), to the exclusion of any other Deliverables or any Preliminary Works, for the purposes solely and exclusively set out in the Statement of Work (to the exclusion of any other purpose whatsoever), "Exclusive Final Deliverables". Notwithstanding the foregoing, Buyer acknowledges and agrees that: (a) Exclusive Final Deliverables may incorporate design, content or other elements of Designer Templates and that Designer therefore reserves all rights to use and otherwise commercially exploit all such Designer Templates provided that such Designer Templates are not identical and are otherwise distinguishable from the Exclusive Final Deliverables; (b) it grants Designer a royalty-free, perpetual, worldwide, non-exclusive license to use and reproduce the design, content and other elements (other than Buyer Content) used in the Exclusive Final Deliverables for any purpose and in any media whatsoever (whether as part of a Designer Template or otherwise) provided that Designer does not reproduce the Exclusive Final Deliverables in identical or materially similar form.

    4. Designer may in perpetuity use the Final Deliverables (including any Exclusive Final Deliverables) for the purposes of professional recognition or promotional purposes (such as displaying such deliverables in Designer's portfolios and websites, galleries, design periodicals and other exhibits).

    5. If the Designer incorporates credits into the Deliverables, Buyer shall ensure that any use of the Final Deliverables shall bear the credits in the same form, size and location. Designer credits will not be incorporated into any logo or other design element designed for the Buyer.

    6. To the best of Designer's knowledge, the Final Deliverables will not infringe upon the intellectual property rights of any third party in the territory in which Services are purchased by Buyer. However, Buyer understands and agrees that Designer will not be conducting any type of intellectual property or other clearance search (for example, Designer will not be conducting a copyright, trademark, patent or design patent clearance search), which shall be the sole responsibility of Buyer.

  7. Term and Termination

    1. The Contract shall commence upon full execution of the Statement of Work and shall automatically terminate upon conclusion of the Services unless otherwise stipulated in the Statement of Work (the "Term").

    2. Either party (the "Originating Party") may terminate the Contract forthwith upon written notice to the other party (the "Defaulting Party") if the Defaulting Party: (a) is in breach of any of its material obligations hereunder and fails to remedy such breach (if capable of remedy) within ten (10) calendar days of the date on which the Defaulting Party receives written notice from the Originating Party requiring such breach to be so remedied; and/or (b) becomes insolvent or subject to insolvency proceedings (including, but not limited to, bankruptcy or similar proceedings, creditor arrangements, moratoria etc.) or liquidation, winding-up or dissolution proceedings or the like.

    3. Without prejudice to the above, Designer may terminate the Contract:

      (a) if there is a force majeure event (such as fire, flood, hurricane, tornado, or other severe storm, earthquake, act of war, sabotage, terrorism, riot, interruption or failure of electrical or telecommunications service (for example, Internet failures), or failure of suppliers, subcontractors, or carriers to substantially meet their performance obligations) which prevents Designer from fulfilling any obligation(s) under the Contract and such force majeure event lasts longer than ten (10) calendar days; and/or

      (b) by providing to Buyer not less than twenty (20) calendar days' advance written notice. In such circumstances, Designer will retain (or, if not paid in advance, will be due) all costs already incurred and a prorated portion of the Services fees for Services performed up to the termination date. Any consequential damages, incidental damages, loss of profit or loss of revenue or indirect damages of whatever nature shall be explicitly excluded and Buyer shall not assert any claims for any of the same against Designer by reason of Designer's termination in accordance with these Conditions.

    4. In the event that Designer (in its absolute discretion) agrees for Buyer to terminate the Contract prior to the end of the Term, then without prejudice to any rights and remedies available to Designer, Buyer acknowledges and agrees that: (a) Designer will retain all payments of the Services fees already made prior to date that termination is accepted by Designer; (b) Buyer shall pay Designer for all expenses incurred as at the agreed date of termination; and (c) Buyer shall pay Designer a prorated portion of the Services fees in consideration of the Services performed up to the agreed date of termination.

    5. In the event of earlier termination in accordance with the terms of the Contract: (a) Buyer shall forthwith deliver to Designer all materials created and/or produced, or which are in the process of being created and/or produced (in whatever form), including the Deliverables, by Designer prior to and as at the date of termination; (b) Designer shall forthwith deliver to Buyer all Buyer Content provided by Buyer prior to and as at the date of termination.


    1. The Services and the Deliverables provided by Designer are sold "as is." In all circumstances, Designer's total aggregate liability (regardless of the form of action, whether in contract, tort or otherwise) under the Contract to Buyer shall not exceed the aggregate sum of Services fees paid by Buyer to Designer prior to any such claim from or on behalf of Buyer.

    2. In no event shall Designer be liable for any lost data or content, lost profits, loss of revenues, loss of opportunity, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials, Deliverables or the Services provided by Designer, even if Designer has been advised of the possibility of any of the same.

    3. Except for the express representations and warranties stated in the Contract, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations.

    4. The terms and conditions stipulated in the Contract constitute the entire agreement between the parties and supersedes any and all previous agreement or arrangement between the parties relating to the subject matter hereof.

    5. Any delay or failure to claim a right, power or remedy, fully or in part, under the Contract shall not be regarded as a waiver of that right, power or remedy.

    6. Buyer is an independent contractor with respect to Designer, and nothing in the Contract shall be construed to place the parties in the relationship of employer and employee, principal and agent, partners or joint venture partners. Nothing in the Contract is intended to confer any rights, interests or remedies to any non-signatory party against Designer.

    7. If an individual provision of the Contract is held to be invalid or unenforceable, such provision shall be adjusted rather than voided, in order to achieve a result which corresponds to the fullest possible extent to the intention of the parties and the validity of the remainder of the Contract shall remain in full force and effect in so far as the primary purpose of the Contract is not frustrated.

    8. In order to be valid and binding, any amendments of the Contract must be in writing and signed by Designer and Buyer. The Buyer shall not be permitted to assign, transfer or pledge to third parties any rights or obligations under the Contract without Designer's prior written consent.

    9. Without prejudice to Clause 6.3, the Contract does not create an exclusive relationship. The Deliverables are not a "work for hire" under copyright law or any other similar intellectual property law.

    10. Subject to Clause 6.4 of these Conditions, neither party shall at any time during or after the Term use, divulge or communicate to any third party or the media, the existence of the Contract, any of the provisions of the Contract or any confidential information of the other which may have, or may in the future, come to its knowledge, without the other party's prior written consent except: (a) as necessary to perform its obligations under the Contract; or (b) as required by a court or governmental authority.

    11. If one party needs to give a formal notice to the other it shall do so in writing, sent by pre-paid first class post to the recipient's registered office address as stated in the Statement of Work. A notice given in this way shall be deemed to have been received 48 hours after despatch. In proving service it shall be sufficient to prove despatch.

    12. The Contract and any other contract between the Designer and the Buyer shall be deemed in all respects as being performed and construed according to English Law and the parties submit to the exclusive jurisdiction of the English Courts.