Master Terms & Conditions

Contents

1. Introduction
2. Order of Precedence
3. Services
4. Professional Discretion
5. Formation of Contract
6. Payment Terms
7. Suspension of Services
8. Client Responsibilities
9. Client Materials Warranty
10. Scope Changes
11. Project Timelines
12. Project Suspension & Inactivity
13. Acceptance of Deliverables
14. Third-Party Services
15. Intellectual Property & Licence
16. Attribution & Website Credit
17. Confidentiality
18. Data Protection
19. Limitation of Liability
20. Indemnity
21. Force Majeure
22. Termination
23. Project Cancellation & Work in Progress
24. Independent Contractor
25. Assignment
26. Notices
27. Entire Agreement
28. Severability
29. Survival
30. Governing Law

1. Introduction

These Terms apply to creative studio services provided by Little Moo Media, including website design, website redesigns, landing pages, agreed website updates, branding and identity design, graphic design, social media graphics, content visuals, print-ready artwork and related creative support services.

These Terms apply unless a separate written agreement expressly states otherwise. By accepting a quotation, approving a proposal, paying an invoice or deposit, instructing work to begin, or otherwise confirming that you wish to proceed with services, you agree to be bound by these Terms.

These Terms should be read together with any relevant proposal, quotation, invoice, statement of work, service agreement or applicable Service Schedule.

2. Order of Precedence

These Master Terms, together with any applicable Service Schedules and any relevant proposal, quotation, statement of work, service agreement or invoice, form the agreement between Little Moo Media and the Client.

Where any conflict or inconsistency arises between contractual documents, the order of precedence shall be as follows:

1. Any project-specific proposal, quotation, statement of work or written service agreement issued for the relevant project;
2. The applicable Service Schedule governing the relevant services;
3. These Master Terms & Conditions.

Each document must be read together as part of the overall agreement unless expressly stated otherwise in writing.

3. Services

Little Moo Media provides creative studio services including, but not limited to, website design, website redesigns, landing pages, agreed website updates, branding and identity design, graphic design, social media graphics, content visuals, print-ready artwork and related creative support services.

The exact services to be provided will be defined within the relevant proposal, quotation, statement of work, service agreement or invoice issued to the Client.

Little Moo Media will provide services based on the agreed scope, deliverables, timelines and commercial terms set out in the applicable project documentation.

Any services requested outside the agreed scope may require additional fees, revised timelines, an updated proposal or a separate written agreement.

Little Moo Media does not provide website hosting, printing, manufacturing or general IT support through Little Moo Media unless such services are expressly agreed in writing through a separate group service or third-party arrangement.

Little Moo Media reserves the right to refuse, decline, suspend or discontinue services where a request is unlawful, abusive, unethical, technically impractical, outside the reasonable scope of services offered, or otherwise inconsistent with the professional standards and operational policies of Little Moo Media.

Nothing in these Terms obligates Little Moo Media to provide services, features, deliverables or support that have not been expressly agreed in writing.

4. Professional Discretion

Little Moo Media provides professional creative and digital services based on its experience, professional judgement and industry knowledge.

While the Client may provide direction, preferences or feedback regarding the services being delivered, the Client acknowledges that the methods, processes and creative approaches used to deliver the services remain within the professional discretion of Little Moo Media.

Little Moo Media reserves the right to determine the most appropriate design approaches, creative methods, tools, layout systems, content structures, website approaches or operational procedures required to deliver the agreed services.

Nothing in this agreement shall require Little Moo Media to implement instructions, requests or changes that are considered impractical, unsuitable, unlawful, misleading, outside the agreed scope or likely to negatively impact the integrity, stability, quality or professional standard of the services provided.

5. Formation of Contract

A legally binding contract between Little Moo Media and the Client is formed when the Client accepts a proposal or quotation, instructs Little Moo Media to proceed with work, signs a service agreement, pays an invoice or deposit, or otherwise confirms acceptance of services in writing.

Where the Client instructs Little Moo Media to commence work before signing a formal written agreement, the Client acknowledges and agrees that these Terms shall still apply to the provision of services.

Once a contract has been formed, these Terms shall apply to all services provided under that contract unless varied by express written agreement between the parties.

6. Payment Terms

Payment arrangements may vary depending on the nature, scope and duration of the services provided. Payment structures may include deposits, staged payments, milestone payments, full payment in advance or recurring service fees.

The applicable payment structure, fees and billing arrangements will be set out within the relevant proposal, quotation, statement of work, service agreement or invoice issued to the Client.

Invoices are payable within seven (7) days of the invoice date unless otherwise stated on the invoice or otherwise agreed in writing.

Little Moo Media reserves the right to require payment in advance or the payment of a deposit before commencing work or continuing to the next stage of a project.

Where payment is not received by the due date, Little Moo Media reserves the right to charge statutory interest and statutory compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.

Little Moo Media also reserves the right to recover reasonable administrative, legal and debt recovery costs incurred in pursuing overdue payments.

Where invoices remain unpaid, Little Moo Media may pause project work, withhold deliverables, restrict access to draft materials, delay launch or handover, or decline to commence further work until payment obligations have been satisfied.

All fees are exclusive of VAT unless stated otherwise. Where VAT becomes applicable, it may be added in accordance with the law.

7. Suspension of Services

Little Moo Media reserves the right to suspend or pause the provision of services where invoices remain unpaid, where the Client breaches these Terms, or where continued provision of services may create operational, legal or reputational risk.

Services may also be suspended where the Client fails to provide required materials, approvals, access credentials, project information or communication necessary for the continuation of the services.

Where services are suspended due to unpaid invoices or breach of these Terms, Little Moo Media may pause ongoing work, withhold deliverables, restrict access to draft materials or decline to commence further work until the issue giving rise to the suspension has been resolved.

Where services are provided on a recurring basis, including agreed website updates, creative support retainers, social media design support or other recurring design support arrangements, billing may continue during periods of suspension unless the agreement has been formally terminated in accordance with these Terms.

Little Moo Media shall not be liable for delays, losses, business interruption, missed deadlines, campaign disruption or project disruption arising from the suspension of services under this clause.

Services may be reinstated once the issue giving rise to the suspension has been resolved and any outstanding payment or contractual obligations have been satisfied.

8. Client Responsibilities

The Client agrees to provide all information, materials, approvals, instructions and feedback reasonably required for the delivery of the services in a timely manner.

This may include, but is not limited to, written content, images, branding materials, login credentials, technical information, project approvals, design feedback and other materials necessary for the completion of the agreed services.

The Client is responsible for ensuring that all materials and information supplied to Little Moo Media are accurate, complete and suitable for their intended use.

Little Moo Media shall not be responsible for delays, additional costs or project disruption resulting from incomplete, inaccurate or delayed information supplied by the Client.

Where the Client fails to provide required materials, approvals or communication within a reasonable timeframe, Little Moo Media reserves the right to adjust project timelines accordingly.

The Client is responsible for checking all content, spelling, contact details, prices, legal statements, claims, product information and factual information before approval or publication.

9. Client Materials Warranty

The Client warrants that any materials, content or information supplied to Little Moo Media for use within a project are owned by the Client or used with appropriate permission from the rightful owner.

Such materials may include, but are not limited to, text content, images, graphics, logos, videos, documents, branding assets, trademarks, software licences and other intellectual property.

The Client further warrants that the use of such materials within the project will not infringe the intellectual property rights, copyright, trademark rights, privacy rights, publicity rights or other legal rights of any third party.

Little Moo Media accepts no responsibility for verifying ownership, licensing, accuracy, compliance or permissions relating to materials supplied by the Client.

The Client agrees to indemnify and hold Little Moo Media harmless against any claims, damages, losses, liabilities or legal costs arising from materials supplied by the Client.

10. Scope Changes

Services are delivered based on the scope of work defined within the relevant proposal, quotation, statement of work, service agreement or project documentation agreed between Little Moo Media and the Client.

Requests for additional services, changes to deliverables, design revisions beyond agreed allowances, new pages, new design concepts, expanded functionality, extra content, new artwork sizes, campaign variations or modifications to the original project requirements may be considered a change to the agreed scope of work.

Where a scope change occurs, Little Moo Media reserves the right to issue a revised quotation, apply additional fees or adjust project timelines in order to accommodate the requested changes.

Little Moo Media is not obligated to undertake work outside the agreed scope unless such changes have been confirmed in writing by both parties.

11. Project Timelines

Project timelines provided by Little Moo Media are estimates only and are provided based on the information, scope and assumptions available at the time the project is agreed.

Project timelines may be affected by Client response times, delays in receiving materials, changes to the project scope, third-party dependencies, technical constraints or other factors outside the reasonable control of Little Moo Media.

Little Moo Media will make reasonable efforts to meet agreed timelines; however, time shall not be considered of the essence unless expressly agreed in writing.

Where delays occur due to the Client’s failure to provide materials, approvals or feedback within a reasonable timeframe, Little Moo Media reserves the right to adjust project timelines accordingly.

Little Moo Media shall not be responsible for missed launch dates, campaign dates or deadlines where delays are caused by the Client, third parties or matters outside Little Moo Media’s reasonable control.

12. Project Suspension & Inactivity

Projects may require ongoing communication, approvals, feedback and materials from the Client in order to progress through the agreed stages of delivery.

Where a project cannot reasonably continue due to lack of Client communication, missing materials, delayed approvals or failure to provide required information, Little Moo Media reserves the right to temporarily suspend the project until the required information or approvals are provided.

Where a project remains inactive due to lack of Client communication, materials or approvals for a continuous period of thirty (30) days or more, Little Moo Media reserves the right to classify the project as inactive and pause further work.

Where a project remains inactive for a period exceeding ninety (90) days, Little Moo Media reserves the right to close the project and release any project resources allocated to that work.

Where the Client later requests that an inactive or closed project be resumed, Little Moo Media may require a revised quotation, updated project timeline, restart fee or new agreement before work recommences.

Any deposits or payments made prior to the project becoming inactive remain non-refundable unless otherwise agreed in writing.

13. Acceptance of Deliverables

Deliverables produced by Little Moo Media will be presented to the Client for review where appropriate as part of the normal project workflow.

The Client agrees to review deliverables within a reasonable timeframe and provide approval, feedback or requested revisions where applicable.

Deliverables shall be deemed accepted where:

• the Client confirms approval in writing;
• the Client begins using the deliverables in a commercial, public or operational capacity;
• the deliverables are published publicly by the Client;
• the Client asks Little Moo Media to publish, launch, send or release the deliverables;
• or the Client fails to provide rejection or requested revisions within fourteen (14) days of delivery.

Once deliverables have been accepted, Little Moo Media shall have no obligation to provide further revisions unless agreed as part of a separate agreement or additional paid work.

The Client remains responsible for checking all final deliverables before approval, publication, printing, launch or use.

14. Third-Party Services

Projects delivered by Little Moo Media may incorporate or rely upon third-party platforms, software, plugins, providers or service tools.

Examples of such services may include content management systems, plugins, payment gateways, forms, analytics tools, email marketing platforms, design tools, domain registrars, hosting providers arranged by the Client or a third party, social media platforms, stock asset libraries, printers, production suppliers or other external systems required for the operation or use of a project.

Little Moo Media does not control the operation, performance, reliability, security, availability, pricing or long-term functionality of third-party services.

Accordingly, Little Moo Media shall not be responsible for service interruptions, outages, pricing changes, discontinued features, software updates, compatibility issues, quality issues, production delays or other operational issues arising from third-party services or suppliers.

Where third-party services require separate licensing, subscriptions, accounts, approvals or contractual agreements, the Client remains responsible for maintaining those services unless otherwise expressly agreed in writing.

Little Moo Media may provide guidance regarding third-party services, but such guidance does not constitute a guarantee of performance, availability or suitability.

15. Intellectual Property & Licence

All design concepts, drafts, working files, preliminary materials, development work, code, creative assets and other materials created by Little Moo Media in the course of providing services remain the intellectual property of Little Moo Media unless otherwise expressly agreed in writing.

Upon full payment of all outstanding invoices relating to the relevant project, the Client will be granted a licence to use the final approved deliverables for their intended commercial or operational use.

This licence does not include ownership of underlying working files, design source files, editable design documents, development repositories, templates, code libraries, frameworks or other production materials unless such transfer has been expressly agreed in writing.

The Client acknowledges and agrees that Little Moo Media retains all rights, title and interest in and to any working files, draft concepts, unused concepts, design systems, templates, code libraries, frameworks, internal tools or internal production assets used in the creation of the deliverables.

Little Moo Media reserves the right to reuse general skills, knowledge, ideas, methods, styles, processes, layouts, non-client-specific systems and experience gained during the delivery of services, provided that confidential Client information is not disclosed.

Little Moo Media reserves the right to showcase completed work within its portfolio, marketing materials, case studies, social media and promotional materials unless otherwise agreed in writing.

16. Attribution & Website Credit

Where Little Moo Media provides website design, website redesign or website-related services, Little Moo Media reserves the right to include a design or development credit within the website.

This credit may appear within the website footer and may include a reference or hyperlink to the Little Moo Media website.

The Client agrees that such credit shall remain visible on the website for as long as the website remains live unless otherwise agreed in writing.

Where the Client requests removal of the attribution credit, Little Moo Media reserves the right to charge a credit removal fee which may be up to twenty-five percent (25%) of the total website design or website-related project fee.

17. Confidentiality

During the course of providing services, either party may disclose or make available to the other certain confidential or commercially sensitive information.

Confidential information may include, but is not limited to, business plans, commercial strategies, financial information, project documentation, technical information, proprietary processes, client data, login credentials, marketing plans and other non-public information.

Each party agrees that it will not disclose, distribute or make available any confidential information received from the other party to any third party unless:

• disclosure is required by law;
• disclosure is reasonably necessary for the provision of the services under this agreement;
• the information becomes publicly available through no fault of the receiving party;
• or the disclosing party has given prior written consent.

Each party agrees to take reasonable steps to protect confidential information from unauthorised disclosure or misuse.

This obligation of confidentiality shall survive termination of the agreement and continue for as long as the information remains confidential.

18. Data Protection

Little Moo Media processes personal data in accordance with applicable data protection legislation including the UK General Data Protection Regulation, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations where applicable.

Where personal data is processed as part of the services provided, Little Moo Media will take reasonable technical and organisational measures to protect such data from unauthorised access, disclosure, alteration or loss.

The Client remains responsible for ensuring that any personal data supplied to Little Moo Media has been collected and provided in accordance with applicable data protection laws.

Where services involve the processing of personal data on behalf of the Client, the parties may enter into a separate data processing agreement where required under applicable law.

Further details regarding how personal data is handled by Little Moo Media are set out in the Little Moo Media Privacy Policy.

19. Limitation of Liability

Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is not permitted by applicable law.

To the fullest extent permitted by law, Little Moo Media shall not be liable for any indirect, incidental, special or consequential loss arising from the provision of services.

This includes, but is not limited to, loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, loss of data, reputational damage, missed launch dates, missed campaign dates or business interruption.

Where liability cannot be excluded, the total aggregate liability of Little Moo Media in connection with any services provided under this agreement shall not exceed the total fees paid by the Client to Little Moo Media for the relevant services giving rise to the claim.

Little Moo Media shall not be responsible for losses arising from third-party platforms, software providers, plugins, integrations, hosting providers, printers, production suppliers or other external systems outside the direct control of Little Moo Media.

Little Moo Media does not guarantee that any creative work, website, brand identity, social media design, campaign material or print-ready artwork will achieve a particular commercial result, search ranking, sales level, enquiry volume, engagement rate or financial outcome.

20. Indemnity

The Client agrees to indemnify, defend and hold harmless Little Moo Media, its directors, employees, contractors and representatives from and against any claims, damages, liabilities, costs, losses or expenses arising from:

• materials, content or information supplied by the Client;
• the Client’s use of the deliverables produced by Little Moo Media;
• infringement of intellectual property rights caused by materials provided by the Client;
• unlawful, inaccurate, defamatory, misleading or non-compliant content supplied by the Client;
• claims made by third parties arising from the Client’s business, products, services or use of deliverables;
• or the Client’s breach of these Terms.

This indemnity includes any reasonable legal costs, professional fees or expenses incurred by Little Moo Media in responding to or defending such claims.

21. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this agreement where such delay or failure arises from events beyond the reasonable control of that party.

Such events may include, but are not limited to, natural disasters, acts of government, war, terrorism, civil unrest, industrial disputes, internet outages, infrastructure failures, cyber incidents, power failures, pandemics, third-party platform outages or other unforeseen circumstances.

Where a force majeure event occurs, the affected party shall notify the other party as soon as reasonably practicable and take reasonable steps to mitigate the impact of the disruption.

Performance of the affected obligations shall be suspended for the duration of the force majeure event.

22. Termination

Either party may terminate the agreement where a material breach of these Terms occurs and the breaching party fails to remedy the breach within a reasonable period after receiving written notice requesting that the breach be remedied.

Little Moo Media reserves the right to terminate services immediately where the Client engages in unlawful activity, abusive behaviour, misuse of services, non-payment of invoices, repeated failure to communicate, or actions which may expose Little Moo Media to legal, reputational or operational risk.

Upon termination of the agreement, any outstanding invoices or payment obligations owed to Little Moo Media shall become immediately due and payable.

Termination of the agreement shall not affect any rights, obligations or liabilities which have accrued prior to the date of termination.

23. Project Cancellation & Work in Progress

Where a project is cancelled, paused or terminated by the Client after work has commenced, the Client agrees that Little Moo Media shall be entitled to payment for all work completed up to the date of cancellation.

Work completed may include research, planning, design concepts, website design work, content structure, creative artwork, social media design, print-ready artwork preparation, project management, revisions, agreed website updates, technical configuration directly connected with website work and any other services undertaken as part of the project.

Where a project is cancelled before completion, Little Moo Media reserves the right to issue an invoice for the value of work completed up to the date of cancellation together with any non-recoverable costs incurred in connection with the project.

Deposits paid for project work are non-refundable unless otherwise agreed in writing.

24. Independent Contractor

Little Moo Media provides services as an independent contractor.

Nothing within these Terms shall be interpreted as creating a partnership, joint venture, employment relationship or agency relationship between Little Moo Media and the Client.

Little Moo Media retains full control over the manner and means by which services are delivered unless otherwise expressly agreed in writing.

25. Assignment

The Client may not assign, transfer or subcontract any rights or obligations under this agreement without the prior written consent of Little Moo Media.

Little Moo Media may assign or transfer its rights or obligations under this agreement where reasonably necessary for the provision of services, as part of the Little Moo Group structure, or as part of a business restructuring, sale or transfer of the business.

26. Notices

Any formal notice required under this agreement must be provided in writing.

Notices may be delivered by email, written correspondence or other written communication reasonably capable of being recorded.

Notices to Little Moo Media should be sent to the contact details set out in the relevant proposal, invoice, agreement or to contact@littlemoogroup.com.

A notice shall be deemed received at the time it is transmitted unless a delivery failure notification is received.

27. Entire Agreement

These Master Terms & Conditions, together with any applicable Service Schedules, proposals, quotations, statements of work, invoices or service agreements issued by Little Moo Media, constitute the entire agreement between the parties.

This agreement supersedes all previous discussions, negotiations, representations or agreements relating to the services unless expressly incorporated in writing.

The Client acknowledges that it has not relied upon any statement, promise, assurance or representation not set out in the written agreement.

28. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from the agreement and the remaining provisions shall remain in full force and effect.

Where possible, the invalid, unlawful or unenforceable provision shall be interpreted or replaced in a way that most closely reflects the original commercial intention of the parties.

29. Survival

Any provisions of these Terms which by their nature are intended to continue following termination of the agreement shall survive termination.

This includes, but is not limited to, provisions relating to payment obligations, intellectual property rights, confidentiality, limitation of liability, indemnity, accepted deliverables and outstanding fees.

30. Governing Law

These Terms and any dispute arising in connection with them shall be governed by and interpreted in accordance with the laws of England and Wales.

Both parties agree that the courts of England and Wales shall have exclusive jurisdiction in relation to any dispute arising under or in connection with this agreement.