Version: 22 October 2026
1. Who we are and when these terms apply
1.1 Exposed and Exposed Design Consultants are the trading names of David Clare, a sole trader (“we”, “us” or “our”).
Email: info@exposed.co.uk
Telephone: 020 3633 0688
Correspondence address: PO Box 35575, Hendon, London NW4 4UH
Telephone: 020 3633 0688
Correspondence address: PO Box 35575, Hendon, London NW4 4UH
1.2 These terms apply to services and associated deliverables we supply to the client identified in our written proposal (“you” or “your”).
1.3 These terms are intended for clients commissioning work for business, professional, charitable or other organisational purposes. If you are commissioning work wholly or mainly for personal purposes, please tell us before accepting a proposal so that appropriate consumer terms can be provided. Nothing in these terms excludes any mandatory consumer rights that apply.
2. Proposals and agreement
2.1 Our proposal sets out the services, deliverables, fees, payment schedule and any project-specific requirements. Unless stated otherwise, a proposal is open for acceptance for 60 days, subject to confirmation of our availability.
2.2 The agreement is formed when, having received the proposal and these terms, you accept them in writing, including by email, and we confirm your booking in writing.
2.3 The agreement consists of the accepted proposal, these terms and any other documents expressly incorporated by agreement. If they conflict, a project-specific provision in the accepted proposal takes precedence over these terms.
2.4 Any purchase-order or other client terms must be expressly accepted by us in writing to form part of the agreement.
2.5 Changes to the agreement must be agreed in writing by authorised representatives of both parties. Email agreement is sufficient.
2.6 Revised terms published on our website do not automatically change an existing agreement. The terms supplied and accepted for each project apply to that project.
3. Services and scope
3.1 We will provide the services described in the proposal with reasonable skill, care and diligence.
3.2 The proposal will identify the deliverables, included concepts and revision rounds, any technical requirements and the intended uses of the work.
3.3 Unless expressly included, our fees do not cover additional concepts, additional revision rounds, copywriting, photography, illustration, printing, manufacture, installation, hosting, maintenance, legal clearance or the supply of editable source files.
3.4 If you request work outside the agreed scope, we will explain any additional fees and timetable changes. We will obtain your written approval before carrying out chargeable additional work.
3.5 We do not guarantee particular sales, rankings, audience figures or other commercial results unless expressly agreed in the proposal.
4. Your responsibilities
4.1 You will provide an accurate brief and supply the information, content, access, decisions and approvals reasonably needed for the project.
4.2 You will nominate a contact authorised to give instructions and approvals. We may rely on instructions from that person and from anyone else you authorise in writing.
4.3 You are responsible for ensuring that materials and instructions you supply may lawfully be used for the project, including obtaining necessary copyright permissions, licences and consents.
4.4 You will identify any applicable brand requirements, accessibility requirements, regulatory restrictions and intended markets before work begins.
4.5 Unless our proposal expressly includes specialist advice, you remain responsible for obtaining appropriate legal, regulatory, structural, engineering or other specialist approval. This does not reduce our duty to exercise reasonable skill and care in the services we agree to provide.
5. Timetables and client delays
5.1 Timetables are estimates unless we expressly agree a binding deadline in writing.
5.2 We will notify you promptly if we expect a material delay and explain its likely effect. Both parties will take reasonable steps to minimise delay.
5.3 Timetables may need to change if the scope changes, information or approvals arrive late, or circumstances outside our reasonable control affect delivery.
5.4 If the project cannot progress because we are awaiting your instructions, materials or approvals, we may pause work after giving you written notice.
5.5 If a project remains inactive for 60 days for reasons attributable to you, we may give 14 days’ written notice to agree a restart timetable. If no arrangement is agreed within that period, we may end the project under clause 13.
5.6 Any restart fees or additional work arising from delay must be explained and agreed in writing before being incurred.
6. Review, approval and production
6.1 We will give you a reasonable opportunity to review relevant designs, proofs and other deliverables before publication or production.
6.2 You are responsible for checking matters within your knowledge or control, including names, contact details, factual claims, supplied content, quantities and the suitability of the work for your stated purpose.
6.3 Your written approval authorises us to proceed with the approved version. Changes requested after approval may involve additional charges and revised delivery dates, which we will agree with you.
6.4 Approval does not release us from responsibility for our own failure to exercise reasonable skill and care, or for failing to follow the approved specification.
6.5 Screen displays, digital proofs and production processes can produce reasonable variations in colour, finish and materials. Where precise matching is important, this must be agreed in the specification and may require a physical proof or sample.
6.6 Please notify us promptly of any suspected defect or error so that we can investigate and, where appropriate, correct it. We will not charge for correcting our own failure to meet the agreed specification.
7. Fees, expenses and taxes
7.1 Fees are set out in the proposal. A fixed fee applies to the agreed scope. Any estimate will be identified as such, with its assumptions and charging basis.
7.2 Ordinary studio overheads are included in our fees unless the proposal states otherwise.
7.3 Expenses and third-party costs are payable only where included in the accepted proposal or separately approved by you in writing. Any handling fee or markup must be disclosed and agreed in advance.
7.4 Travel, accommodation, specialist purchases and other disbursements require your prior approval, either individually or within an agreed budget. Mileage rates will be stated in the proposal or agreed before travel.
7.5 If an approved budget is likely to be exceeded, we will seek your written approval before committing further expenditure.
7.6 Fees and expenses are stated in pounds sterling and exclude VAT unless expressly stated otherwise. VAT and other taxes we are legally required to charge will be added at the applicable rate. The treatment of overseas supplies will be determined under the applicable tax rules.
8. Invoicing and payment
8.1 Unless the proposal provides a different payment schedule, we will invoice:
50% of the fee for each stage in advance, together with approved third-party costs requiring advance payment; and
the balance for that stage on completion.
8.2 Advance invoices are payable before work on the relevant stage begins. Other invoices are payable within 30 days of the invoice date.
8.3 Advance payments are payments towards the project price. Their treatment on cancellation is governed by clause 13; they are not automatically non-refundable.
8.4 If you dispute an invoice, please explain the disputed amount and reasons promptly. Both parties will work reasonably to resolve the dispute. Undisputed amounts remain payable on time.
8.5 We may charge simple interest on overdue, undisputed amounts at 4% per year above the Bank of England base rate, calculated daily from the due date until payment.
8.6 If an undisputed payment remains overdue, we may suspend work or delivery after giving at least seven days’ written notice and an opportunity to pay. We will explain any resulting timetable changes.
9. Copyright and permitted use
9.1 You retain ownership of materials you provide. You grant us permission to use them as reasonably necessary to carry out the project.
9.2 Unless a separate written assignment is agreed and signed, copyright in work we create remains with us or the relevant third-party owner.
9.3 On full payment of the amounts due for the relevant deliverables, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, reproduce and publish the final approved deliverables for the purposes described in the proposal.
9.4 You may allow printers, developers and other service providers to use those deliverables on your behalf for the licensed purposes. You may make reasonable adaptations for those purposes, subject to any third-party restrictions notified to you.
9.5 For a final approved logo or bespoke brand identity, the licence is exclusive to you for use as your brand identity. We will not license that identity to another client. Our pre-existing tools, methods, templates and third-party materials remain excluded from that exclusivity.
9.6 If you require ownership of copyright, a broader licence or transfer rights, this must be expressly agreed in writing. Any copyright assignment must be recorded in a separate signed agreement or a signed provision in the proposal.
9.7 Unselected concepts, drafts, working files, editable source files and our underlying tools and methods are not included unless the proposal expressly says otherwise.
9.8 Fonts, stock images, software and other third-party materials remain subject to their owners’ licence terms. We will identify relevant restrictions and any licences you need to obtain.
9.9 Unless expressly included, our services do not include trademark searches, registration or a legal opinion on whether a proposed name, logo or design can be protected or used in a particular market.
9.10 You must not attribute materially altered work to us without our written permission. We will not unreasonably withhold permission where the attribution remains accurate.
10. Portfolio use and credits
10.1 Once work has been publicly launched by you, we may show the final published work in our portfolio and professional promotional materials, subject to any confidentiality restrictions or embargo agreed in writing.
10.2 We will not publish confidential material or use identifiable personal information for portfolio purposes without an appropriate lawful basis and any necessary permission.
10.3 Any requirement for a design credit will be stated in the proposal and agreed in advance.
11. Confidentiality, suppliers and subcontractors
11.1 Each party will keep the other’s confidential information secure and use it only for the project or to exercise its rights under the agreement.
11.2 Confidential information may be disclosed where reasonably necessary to professional advisers, suppliers and subcontractors who are subject to appropriate confidentiality obligations, or where disclosure is required by law.
11.3 These obligations do not apply to information that is lawfully public, already lawfully known to the receiving party, independently developed or lawfully received without a confidentiality restriction.
11.4 We may appoint suitably qualified subcontractors to help deliver the services. We remain responsible for the services we have agreed to supply, including work carried out by our subcontractors.
11.5 Where you contract directly with a supplier, that supplier is responsible for its own goods and services. We remain responsible for any selection, advice or coordination services we separately agree to provide.
12. Personal information
12.1 Each party will comply with applicable data protection law in relation to the personal information it handles.
12.2 Our handling of personal information for our own business purposes is explained in our Privacy Policy at https://exposed.co.uk/privacy-policy.
12.3 If the project requires us to process personal information on your behalf as your processor, we will agree appropriate written data processing terms before that processing begins. These business terms alone do not replace those requirements.
12.4 You will provide only the personal information reasonably needed for the project and tell us in advance if it includes sensitive information or requires particular security arrangements.
13. Cancellation and termination
13.1 You may cancel a project by written notice at any time.
13.2 On cancellation, you will pay for:
services properly performed up to the cancellation date; and
approved third-party commitments that cannot reasonably be cancelled or recovered.
13.3 Work completed within a partly finished fixed-fee stage will be valued reasonably by reference to the proportion of that stage completed and any charging basis agreed in the proposal. Charges for work within the original scope will not exceed the agreed stage fee.
13.4 We will take reasonable steps to reduce cancellation costs, provide an itemised final account and credit all payments already received. Any overpayment will be refunded within 14 days of the final account being agreed.
13.5 No additional cancellation fee applies unless its amount or calculation was expressly agreed in the proposal.
13.6 Either party may terminate for a material breach that the other party fails to remedy within 14 days of receiving written notice specifying the breach and the required remedy. A material breach incapable of remedy may justify immediate termination by written notice.
13.7 Where we terminate because of your breach or prolonged inactivity under clause 5, the accounting provisions above apply. Where you terminate because of our breach, you remain entitled to any remedies available under the agreement and applicable law.
13.8 On termination, we will return materials belonging to you and, once the relevant charges have been paid, provide completed deliverables covered by those payments. Rights to unfinished work must be agreed separately.
13.9 Termination does not affect rights already accrued. Provisions intended to continue, including confidentiality, intellectual property, payment and liability provisions, remain effective.
14. Responsibility and liability
14.1 Neither party excludes or limits liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability that cannot lawfully be excluded or limited.
14.2 Subject to clause 14.1, our total aggregate liability arising out of or in connection with a project, whether in contract, negligence or otherwise, will not exceed twice the total fees paid or payable for that project, excluding VAT and separately charged third-party costs.
14.3 Subject to clause 14.1, neither party is liable to the other for indirect or consequential losses. This does not exclude direct losses merely because they are financial.
14.4 We are not responsible to the extent that a loss is caused by inaccurate client materials, unauthorised changes to our work or use outside the agreed scope, unless our own breach contributed to that loss.
14.5 Each party will take reasonable steps to minimise losses. A party cannot recover more than once for the same loss.
14.6 Any different liability limit must be expressly agreed in writing before the relevant work begins.
15. Claims involving client materials
15.1 If a third party makes a claim that materials you supplied infringe its rights, you will cooperate reasonably in resolving the claim.
15.2 You will reimburse our reasonable, evidenced losses and legal costs to the extent directly caused by your breach of clause 4.3, subject to the safeguards below.
15.3 We will notify you promptly, take reasonable steps to reduce loss and give you a reasonable opportunity to participate in the defence. We will not agree a settlement requiring payment by you without your written consent, which must not be unreasonably withheld.
15.4 This clause does not cover claims caused by our original work, our unauthorised changes to your materials, or our own negligence or breach of the agreement.
16. Events outside reasonable control
16.1 Neither party is liable for delay or failure to perform caused by an event outside its reasonable control that it could not reasonably prevent or overcome.
16.2 The affected party will notify the other promptly, explain the likely impact and take reasonable steps to reduce disruption and resume performance.
16.3 This clause does not excuse payment for services already properly supplied.
16.4 If the event prevents substantial performance for more than 60 days, either party may end the affected project by written notice. The final account will cover work properly completed and approved, unavoidable third-party commitments, with any unused advance payment refunded.
17. Complaints and disputes
17.1 Please send complaints to David Clare at info@exposed.co.uk, describing the issue and the outcome you seek.
17.2 We aim to acknowledge complaints within five working days and provide a substantive response within 20 working days. If more time is needed, we will explain why and give an expected response date.
17.3 If a dispute cannot be resolved through discussion, both parties will consider mediation with an independent mediator agreed between them.
17.4 This process does not prevent either party from seeking urgent court relief or taking action necessary to preserve a legal right or meet a time limit.
18. General provisions
18.1 Neither party may transfer the agreement to another person without the other’s written consent, which must not be unreasonably withheld. This does not prevent permitted subcontracting under clause 11.
18.2 Notices under the agreement must be sent by email to the contacts identified in the proposal or subsequently notified in writing. An email is treated as received on the next working day after sending, provided the sender has not received a delivery-failure notification. This provision does not govern service of court proceedings.
18.3 The agreement records the terms agreed for the project and replaces earlier discussions or proposals concerning that project. Nothing in it excludes liability for fraud or fraudulent misrepresentation.
18.4 If a provision is found unenforceable, the remaining provisions continue to apply so far as legally possible.
18.5 A delay in exercising a right does not waive that right.
18.6 No person other than the parties has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.
18.7 The agreement is governed by the law of England and Wales. The courts of England and Wales have non-exclusive jurisdiction.