Terms of
Service

Last updated: 7 May 2026

1. Definitions

• "We", "us", "the Agency": Branxel Ltd (trading as Branxl Design), Company No. 15188691, Suite 107, Tower House,
  67–71 Lewisham High Street,
  London SE13 5JX.
• "Client", "you": the individual or business entity engaging our services.
• "Project": the services described in a signed proposal or statement of work.
• "Deliverables": design files, code, copy, or other outputs produced as part of the Project.
• "Proposal": the document setting out scope, deliverables, fees, timeline, and terms for a specific Project.

2. Engagement & Proposals

A project begins when a Proposal is signed (electronically or in writing) and the deposit payment is received. Unsigned proposals are not binding. Proposals are valid for 30 days from the date of issue, after which pricing and availability may change.

Scope changes requested after a Proposal is signed will be assessed and, if accepted, quoted as a variation. We reserve the right to decline scope changes that would materially alter the nature of the Project.

3. Fees & Payment

3.1 Deposit

A deposit of 50% of the total project fee is required before work commences. The deposit is non-refundable if the Client cancels after kick-off, as it covers time, resource allocation, and opportunity cost.

3.2 Balance payment

The remaining balance is due on delivery of final Deliverables, before files, code repositories, or live access are transferred. Final Deliverables will not be released until payment is received in full.

3.3 Payment plans

For projects above £6,000 we may offer a three-stage payment structure (50% / 25% / 25%) on request, confirmed in the Proposal. Milestone payments are tied to agreed delivery stages.

3.4 Late payment

Invoices are due within 14 days of issue unless otherwise stated. Overdue invoices accrue statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate. We reserve the right to suspend work on any active project where invoices are more than 14 days overdue.

3.5 VAT

All prices are exclusive of VAT. UK VAT-registered clients will be charged VAT at the prevailing rate (currently 20%). VAT numbers are included on all invoices.

4. Revisions & Amends

Each project includes a defined number of revision rounds as stated in the Proposal. A "revision round" means one set of consolidated feedback addressed in a single pass. Additional revision rounds beyond what is included are charged at our standard day rate (£650/day + VAT) or quoted separately depending on scope.

Revisions that constitute a change to the agreed scope, such as adding pages, changing the design direction after sign-off, or requesting additional features, are treated as scope changes and quoted accordingly.

5. Timelines

Project timelines are agreed in the Proposal and depend on timely Client input at defined review stages. Delays caused by late feedback, missing content, or failure to respond to requests may extend the project timeline. We are not liable for delays attributable to the Client.

If the Client causes a delay of more than four weeks, we reserve the right to reschedule the project to the next available slot in our schedule.

6. Client Responsibilities

The Client agrees to:

• Provide accurate and complete briefing information at kick-off
• Supply content (copy, images, assets) by agreed dates
• Provide timely, consolidated feedback at each review stage
• Ensure they have the legal right to use any third-party content, images, or trademarks provided to us
• Nominate a single point of contact with decision-making authority for the Project
• Obtain any necessary third-party approvals (e.g. regulatory, franchisor) before briefing

7. Intellectual Property

7.1 Ownership on completion

Full ownership of all Deliverables (design files, code, brand assets) transfers to the Client upon receipt of final payment in full. Until that point, all work product remains the property of Branxel Ltd.

7.2 Third-party assets

Certain Deliverables may incorporate third-party elements such as stock imagery, icon libraries, or typefaces. These remain subject to their respective licence terms. We will identify any such elements and advise on licensing requirements as part of the Project handover.

7.3 Portfolio rights

We reserve the right to display completed Deliverables in our portfolio, case studies, and marketing materials unless the Client requests confidentiality in writing prior to project commencement. Confidentiality requests are accommodated at no additional charge.

7.4 Preliminary work

Concepts, sketches, or design routes presented but not selected for development remain the property of Branxel Ltd and may not be used by the Client.

8. Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement, including business strategy, client lists, technical specifications, and unpublished content. This obligation survives the end of the Project and continues for three years thereafter.

We will not disclose confidential information except where required by law or with the written consent of the disclosing party.

9. Warranties & Representations

We warrant that:

• Deliverables will be original work created by us or properly licensed third-party material
• We will perform services with reasonable skill and care
• Deliverables will substantially conform to the agreed specification at the point of delivery

The Client warrants that any content, trademarks, or materials provided to us for use in the Project are lawfully owned or licensed by the Client, and that using them will not infringe any third-party rights.

10. Limitation of Liability

Our total liability to the Client for any claim arising from the Project, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client for the relevant Project.

We are not liable for:

• Indirect, consequential, or economic losses including loss of profits, revenue, or data
• Losses arising from third-party services, platforms, or hosting providers
• Losses caused by the Client's failure to meet their responsibilities under these terms
• Any content or materials provided by the Client that infringe third-party rights

Nothing in these terms limits liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded under English law.

11. Cancellation

Either party may terminate the engagement by giving 14 days written notice. On termination:

• The Client is liable for all work completed up to the termination date, billed at the day rate or pro-rated from the project fee, whichever is greater
• The deposit is non-refundable
• Completed Deliverables will be released to the Client upon payment of outstanding amounts
• Work in progress (not yet at a deliverable stage) remains the property of Branxel Ltd

12. Independent Contractor

Branxel Ltd operates as an independent contractor. Nothing in these terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.

13. Force Majeure

Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government action, infrastructure failures, or public health emergencies. The affected party must notify the other promptly and take reasonable steps to mitigate the impact.

14. Governing Law & Jurisdiction

These terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales. We will always attempt to resolve disputes amicably before any formal proceedings.

15. Changes to These Terms

We may update these Terms of Service at any time. The version in effect at the time a Proposal is signed governs that engagement. Updated terms apply to new engagements from the date of publication.

16. Contact

For questions about these terms:

• Email: hello@branxldesign.com
• Post: Branxel Ltd, Suite 107, Tower House,
  67–71 Lewisham High Street,
  London SE13 5JX