Terms andconditions.

Version 1.0 · Effective 3 October 2026 · Each Order names the version that applies to it (clause 2.4). These terms are for business clients; they are not consumer terms.

1.1 We are Ionic Creative Design Ltd, a company registered in Northern Ireland with company number NI677800. Our registered office is 9 Helensview Drive, Newtownards, Northern Ireland, BT23 4YE. Our business correspondence address is Buildwas Road, Ironbridge, Telford, TF8 7DW. Our VAT registration number is GB 507 3683 85. Our contractual notice email is gareth@ioniccreativedesign.com. In these terms, “Ionic”, “we”, “us” and “our” mean that company.

1.2 “Client”, “you” and “your” mean the business identified in the Order. These terms are for clients acting wholly or mainly for business purposes. They are not intended for consumer engagements; separate terms must be agreed for those engagements. A description of a client as a business does not remove any mandatory consumer rights that actually apply.

1.3 “Order” means the proposal, quotation, statement of work or order form agreed under clause 2, including its expressly incorporated schedules. “Contract” means that Order, the version of these terms incorporated into it, and any agreed written changes. Each Order forms a separate Contract unless it expressly states otherwise.

1.4 “Services” are the services specified in the Order. “Deliverables” are the identified work products to be supplied. “Client Materials” include content, data, images, recordings, brands, code, instructions and other materials supplied by you or on your behalf. “Third Party Services” include platforms, software, hosting infrastructure, domains, telecommunications, advertising systems and external suppliers.

1.5 A “Business Day” is Monday to Friday excluding public holidays in England and Wales. “Business Hours” are 9 am to 5 pm UK time on Business Days. “In writing” includes email. References to legislation include amendments and replacements in force from time to time. “Including” introduces examples and does not limit the words before it.

2.1 We will provide a copy of, or a readily accessible link to, the relevant dated version of these terms before you accept an Order. An Order becomes binding when both parties sign it, or when you accept it in writing and we confirm acceptance in writing. We may also expressly agree in the Order that your instructed commencement of work or payment of a stated deposit constitutes acceptance, but only after the Order and terms have been supplied to you.

2.2 A quotation is open for acceptance for 30 days unless it states otherwise. We are not obliged to reserve resources or begin work until the agreed initial payment, information and access are received. Any commencement conditions must be identified in the Order.

2.3 We will draw particular attention before acceptance to material limits of liability, minimum commitments, renewal provisions, cancellation charges and other unusual or burdensome terms. A website link or invoice footer alone does not establish that terms were incorporated into a contract already formed.

2.4 The applicable version is the version supplied and accepted for that Contract. Publishing a replacement version does not change that Contract. Existing engagements require a valid prospective variation or a properly agreed new Order; nothing here retrospectively changes their terms or waives accrued rights or claims.

2.5 An expressly agreed written amendment prevails over the provision it changes. Subject to that, the Order prevails over these terms; Part C prevails on personal data processing matters; an applicable Part B section prevails over Part A on its specific service subject. Clause 19.1 prevails over every contractual limitation. A generic statement in a purchase order does not override these terms unless we expressly accept it.

3.1 We will provide the Services with reasonable care and skill, using appropriately skilled personnel, and materially in accordance with the Order and applicable laws governing our performance. Where a time is not agreed, we will perform within a reasonable time.

3.2 The Order should identify deliverables, quantities, formats, milestones, dependencies, included revisions, service periods, fees and exclusions. Services not described are outside scope. For example, design does not automatically include hosting, maintenance, copywriting, accessibility certification, legal advice, advertising spend or ongoing support.

3.3 Estimates and target dates depend on stated assumptions and timely cooperation. A date is a binding deadline only if expressly identified as such in the Order. We will promptly report material delay, explain its cause and propose a revised programme. This does not excuse delay caused by our failure to exercise reasonable care and skill.

3.4 We may use subcontractors and specialist suppliers, subject to clause 35 for personal data. We remain responsible for subcontractors performing our contractual obligations as if their acts and omissions were our own. Your separate contract with a platform or other supplier is governed by clause 10.

4.1 Either party may request a scope change. Before additional work begins, we will explain the proposed change, fee or charging basis, effects on timing and any new dependencies. The parties must approve these in writing through their authorised contacts. Silence is not approval of a chargeable change.

4.2 Additional pages, concepts, revisions, campaigns, migrations, integrations, meetings and rework following changed instructions are chargeable only on that agreed basis. Correcting our failure to meet the Contract is not a chargeable change.

4.3 Pending agreement, we will continue unaffected work where reasonably practicable. For urgent security containment or other emergency work, we may act within an emergency authority and spending limit previously agreed in the Order. Without that authority, we may take proportionate protective measures permitted by clause 13 and seek approval for additional charges.

5.1 You will appoint a contact with authority to instruct us, approve work and agree changes. You will provide accurate information, consolidated feedback, decisions, access and Client Materials by the agreed dates. Tell us promptly if instructions, personnel, account rights or business circumstances change.

5.2 You are responsible for your business operations, products, services, pricing, fulfilment, customer care and professional decisions. You will identify relevant legal, regulatory and platform restrictions and obtain specialist approvals where needed. Our obligations for work we undertake remain as set out in the Contract.

5.3 You will obtain rights and permissions needed for us to use Client Materials and access systems as instructed. You will not ask us to infringe rights, mislead people, conceal advertising, create false reviews or undertake unlawful activity. We may decline or pause a reasonably suspected unlawful instruction and explain the issue.

5.4 If your delay or breach affects delivery, we may reasonably adjust the timetable and agree demonstrable additional costs under clause 4. After 20 Business Days of inactivity, we may give 10 Business Days' written notice of a project pause. Restarting is subject to reasonable resource availability and an agreed revised programme; no automatic restart fee applies.

6.1 Unless the Order sets another period, you have 10 Business Days after receiving a Deliverable marked ready for review to give approval or a written list of material departures from the agreed specification. We will correct such departures at no additional charge and resubmit for review. Minor defects that do not materially prevent intended use may be recorded for correction without delaying other work.

6.2 We will not treat silence as approval to publish content, launch a website, place advertising or send a campaign. Written approval may cover a specific item or a clearly defined programme, such as an approved content calendar and publishing rules. The Order may delegate routine decisions within recorded limits.

6.3 If feedback is late, we may defer dependent work. Deliberate commercial use of a Deliverable may evidence acceptance of that Deliverable, except agreed testing or use reasonably necessary to mitigate loss. Approval and use do not waive rights relating to latent defects or our breach of Contract.

6.4 You must check names, contact details, prices, claims, dates, links and factual accuracy within your knowledge, and arrange regulatory approval where needed. Approval does not excuse our failure to follow instructions or exercise reasonable care and skill. Changes to approved work follow clause 4.

7.1 You warrant that Client Materials and the uses you authorise are lawful, accurate in all material respects and appropriately licensed, and that claims you supply have adequate supporting evidence. Tell us about restrictions on territories, media, duration, audiences, model releases, music, fonts and stock assets.

7.2 For healthcare, aesthetics, medicines, finance, legal services, gambling, alcohol or other regulated activities, you must nominate a suitably qualified approver and supply relevant rules, authorisations and substantiation. Unless expressly included, we do not provide medical, legal, financial or regulatory advice or a comprehensive compliance audit.

7.3 Both parties remain responsible for legal and regulatory obligations that apply to their own activities. In particular, your approval cannot authorise unlawful advertising or remove obligations that apply to Ionic as an agency or publisher. We will raise apparent concerns encountered in our work and may refuse publication pending resolution.

7.4 Advertising prescription-only medicines to the public is restricted by law and advertising rules. For aesthetics or healthcare work, the approval process must consider direct and indirect promotion, treatment claims, before-and-after images, targeting and endorsements. Platform approval does not establish legal compliance. Moving content into private messages does not itself make it lawful or compliant.

7.5 Each party will promptly notify the other of a relevant complaint, rights claim or regulatory enquiry. We may temporarily remove or withhold material where reasonably necessary to address a credible legal or security risk, keeping an appropriate record where lawful and explaining our action as soon as practicable.

8.1 Wherever the provider permits, client domains, business pages, advertising accounts, analytics properties, email tenants and similar business assets will be registered to and controlled by you. Our access will use agency, partner or delegated roles appropriate to the Services. The Order must identify exceptions, including agency-owned tools and non-transferable licences.

8.2 You will retain suitable owner or administrator access, current recovery details and a nominated replacement contact. Both parties will use unique strong credentials, secure credential exchange, least-privilege access and two-factor or multi-factor authentication where supported. Each is responsible for the security of its own personnel, devices and credentials.

8.3 Do not send passwords or recovery codes through insecure channels. Each party will promptly remove obsolete access and report suspected compromise to the other. Neither party will impersonate another user or bypass a provider's restrictions. We may require identity or authority verification before sensitive account changes.

8.4 You must tell us about other administrators, suppliers and material changes they make. We are not responsible merely because another administrator acts independently, but remain responsible to the extent our own breach causes or contributes to loss. You must not remove access essential to agreed work without arranging an alternative or accepting a reasonable service pause.

8.5 Client-owned accounts and data are not transferred to Ionic as security for payment. We will not deliberately take ownership of, destroy or disable them as debt collection. Lawful suspension of Services under clause 13 is distinct from account ownership. Third-party transfer and recovery processes may require your direct participation.

9.1 Taking over or resuming an account does not include a full audit of earlier content, messages, advertising, permissions or administrator activity unless the Order specifies it. “Historic content” includes material outside the period or scope of our engagement. We will report material risks actually identified during our work, but cannot certify an account's complete history.

9.2 Meta, Google and other providers may reject content, reduce reach, restrict advertising, suspend or disable accounts, remove material, alter features or affect linked accounts. Enforcement may involve automated systems, historic material or activity by multiple users. An enforcement notice alone does not establish who caused the issue.

9.3 We do not control those decisions and do not guarantee uninterrupted platform availability, continuing eligibility, reach, access, appeal availability, response times or reinstatement. We will exercise reasonable care and skill in the platform work we agree to perform. These provisions do not exclude liability for our own breach or negligence, which is addressed in clause 19.

9.4 Unless included in the Order, investigation, historic audits, appeal preparation and rebuilding on alternative platforms require an agreed scope and fee. If remediation is needed because of our breach, we will not charge for correcting that breach. You will provide timely identity documents and owner approvals through appropriate secure channels.

9.5 We will preserve relevant evidence reasonably available to us and cooperate with agreed investigation steps, subject to lawful retention limits. Neither party should delete potentially relevant records where litigation, an investigation or a legal preservation obligation requires retention. We will not evade a restriction by creating replacement accounts contrary to applicable rules.

9.6 If a platform block materially prevents the affected Services for 20 Business Days, either party may end the affected part of the Order on five Business Days' written notice. Pending that point, the parties will agree any substitute work. Charges will reflect work actually performed, usable reserved capacity expressly agreed in the Order and unavoidable authorised supplier costs, with credit for saved costs and undelivered prepaid work. Unaffected Services continue.

10.1 The Order will identify material Third Party Services, who contracts with the supplier, who pays, and any material commitments, limitations or licence conditions. We will provide available relevant terms before you authorise purchase. We will not commit you to undisclosed minimum periods or expenditure without authority.

10.2 Where you contract directly, the supplier is responsible under its terms for its service, and we are responsible for our own agreed selection, configuration, administration and support work. Where we procure a supplier to perform our obligations, clause 3.4 continues to apply. A reference to third-party involvement is not a blanket exclusion of our obligations.

10.3 Providers may change APIs, pricing, eligibility, service features and support. We will notify you of material changes known to us that affect the Services and propose reasonable alternatives. Additional work and new commitments require clause 4 approval. A provider's change does not automatically authorise us to increase our own fees during a committed period.

10.4 We do not guarantee that supplier credits or refunds will be available. We will reasonably assist with eligible claims within our agreed support scope and pass on refunds or credits attributable to charges you paid, without double recovery.

11.1 Fees and payment milestones are set out in the Order. Fees are in pounds sterling and exclude VAT unless stated otherwise; VAT will be added at the applicable rate where chargeable. Advertising spend, licences, travel, print, stock assets and other external costs are additional only where identified or approved in writing.

11.2 Unless the Order states otherwise, invoices are payable within 14 calendar days of issue. Project deposits and recurring advance payments must be expressly specified in the Order. A deposit is a payment on account, not automatically a non-refundable charge.

11.3 Time-based work is charged at the agreed rates for time reasonably spent, with records available on request. An estimate is not a fixed price, but we will warn you before exceeding an agreed estimate and obtain approval for any stated budget limit to be increased.

11.4 Notify us promptly of a disputed invoice, explaining the amount and reason. Pay undisputed sums when due. A genuine dispute will be investigated promptly and will not itself justify suspending unrelated, fully paid Services. Failure to raise a query within a short administrative period does not extinguish a valid legal defence.

11.5 For overdue qualifying commercial debts, we may claim statutory interest, fixed compensation and recoverable reasonable debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 and applicable regulations, as amended. We will not duplicate statutory compensation and the same recovery costs. This clause does not replace the statutory remedy with a lesser contractual interest rate.

11.6 You must pay without deduction except where required by law or where a deduction or set-off is agreed or legally available. We will reconcile money held for advertising or supplier purchases and promptly return unused balances after deducting properly due authorised costs.

12.1 The Order must state the start date, billing frequency and any minimum service term. Unless expressly agreed otherwise, our recurring Services run month to month and either party may end them on 30 calendar days' written notice, with charges apportioned to the effective end date.

12.2 An expressly agreed minimum term runs until its stated end date, then continues month to month under clause 12.1 unless the Order clearly provides a different renewal. Notice may be given during the minimum term to take effect at its end. Any longer automatic renewal and its cancellation deadline must be clearly disclosed before acceptance.

12.3 Annual billing does not by itself create a fresh annual minimum term. Third-party annual commitments, such as domain registration and software subscriptions, must be separately identified, including renewal and cancellation deadlines. We will send a reminder at least 30 days before a cancellation deadline for a renewal we manage, where the supplier's timetable allows, and disclose shorter timetables in advance.

12.4 Included monthly capacity or hours do not roll over unless the Order says they do and makes the allocation clear. This does not remove an obligation to deliver work delayed by us, for which we will agree completion or an appropriate credit. There is no entitlement to unlimited work under a retainer.

12.5 Our recurring fees are fixed during any agreed minimum term unless a specific adjustment mechanism is stated in the Order. Afterwards, we may propose changes with at least 60 days' written notice, no more than once in 12 months. You may end the affected Services before the increase takes effect without an additional cancellation charge. Supplier charges are handled under clause 10 and disclosed renewal terms.

13.1 If an undisputed payment remains overdue, we may suspend affected Services after written notice identifying the debt and allowing at least seven calendar days to pay. We will explain the likely consequences, including any effect on hosting or scheduled activity, and use a proportionate approach.

13.2 We may suspend immediately to the extent reasonably necessary to address a credible serious security threat, unlawful activity or an immediate risk to systems or people, or where required by law or the relevant provider. We will notify you beforehand where practicable, otherwise promptly afterwards, and explain what is needed to restore service.

13.3 We will restore suspended Services within a reasonable time once the cause is resolved. Reasonable restoration work outside scope requires agreement; correction of our own breach is not chargeable. During suspension, only properly accrued fees, expressly agreed continuing capacity charges and unavoidable authorised supplier costs remain payable, less costs saved.

13.4 Suspension does not authorise destruction of data, obstruction of mandatory data rights or withholding client-owned credentials. We will allow a reasonable opportunity for export before a planned suspension where practicable. Immediate protective action may temporarily prevent access where necessary for security.

14.1 Either party may terminate the affected Contract by written notice if the other commits a material breach and, where it can be remedied, fails to remedy it within 14 calendar days of a notice identifying the breach and required remedy. An irremediable material breach permits immediate termination.

14.2 Either party may terminate if the other ceases trading or becomes subject to insolvency proceedings, except a solvent reorganisation. This right and any payment or suspension right are subject to mandatory insolvency law, including restrictions on suppliers terminating supplies or requiring payment of pre-insolvency arrears.

14.3 You may cancel a project or end a minimum service term early for convenience on written notice. You must pay for conforming work performed to that date and reasonable, evidenced, unavoidable commitments or cancellation costs incurred in reliance on the Order. We will mitigate loss, deduct saved costs and account for reusable resources and replacement bookings. We will not automatically charge all remaining fees, impose a penalty or recover the same loss twice.

14.4 Ordinary termination of recurring Services follows clause 12. We will not end a committed project or minimum term for convenience unless the Order expressly permits it and sets out reasonable notice, transition and refund protections. Clauses 9.6 and 20 provide additional rights for extended disruption.

15.1 On termination, each party will pay amounts properly due. We will provide a final account and refund prepaid fees for Services not supplied, less amounts properly recoverable under the Contract. Where termination results from our breach, you do not owe cancellation charges for work we will not perform.

15.2 Within 10 Business Days, or another reasonably agreed timetable, we will provide client-owned credentials, Client Materials and available client data in a reasonably usable existing export format. Paid-for Deliverables will be handed over with the rights granted under clause 16. Unpaid work products remain subject to clause 16, but this will not prevent compliance with statutory data obligations.

15.3 We will reasonably cooperate with a replacement supplier. Routine delivery of existing files and credentials is included; additional migration, documentation, training or conversion work is charged only at an agreed reasonable rate. Agency tools, internal notes and non-transferable supplier licences are not automatically included.

15.4 Unless a shorter lawful retention period applies, we will give at least 30 calendar days after termination to arrange collection before deleting remaining client files. Personal data is governed by Part C, including your return or deletion choice. We may retain records required by law or reasonably needed for legal claims, under appropriate access and retention controls.

15.5 Termination does not affect accrued rights. Clauses intended to continue, including payment, IP rights, confidentiality, data protection, liability, disputes and this exit clause, survive as necessary. We will remove our access when handover is complete, except access expressly authorised for continuing Services.

16.1 You retain rights in Client Materials. You grant us and our authorised subcontractors a non-exclusive licence to use them only as needed to perform the Contract and any separately authorised portfolio use. You are responsible for obtaining the necessary rights for that use.

16.2 Once all fees attributable to the relevant Deliverables are paid, we assign to you the copyright and other assignable intellectual property rights we own in final bespoke Deliverables expressly created for you, excluding the items in clauses 16.3 and 16.4. We will obtain necessary rights from our personnel and subcontractors and sign reasonable confirmatory documents. Moral rights will be waived or consents obtained to the extent lawful and necessary for the agreed use.

16.3 We retain our pre-existing materials, reusable methods, tools, libraries, frameworks, know-how, generic code, templates, working files, rejected concepts and drafts. For retained material embedded in a paid-for Deliverable, we grant a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and modify it as part of that Deliverable, including through your replacement suppliers and business successors. It may not be resold as a standalone tool unless agreed.

16.4 Third-party and open-source components remain subject to their own licences. We will identify material restrictions and ongoing charges before commitment. We will not knowingly introduce a licence requiring disclosure of your proprietary code without your written approval. Fonts, music, stock assets, plugins and agency licences may require your own subscription or replacement licence on handover.

16.5 Unless the Order includes them, editable source design files, camera raw files, production project files and internal development tools are not Deliverables. Website source files and credentials reasonably necessary to operate and maintain an agreed bespoke website are included, subject to the retained and third-party rights above. The Order should list specific file formats.

16.6 Before payment, you may review and test supplied work but may not use it commercially unless we agree otherwise. A dispute about an unrelated invoice does not prevent transfer of rights in a fully paid Deliverable. Once vested, rights are not automatically revoked for a later unrelated payment dispute.

16.7 If a credible third-party claim concerns material we supplied, notify us promptly and allow reasonable cooperation. Where the claim results from our breach, we may obtain rights, modify or replace the affected material without materially reducing agreed function, or refund the affected undeliverable portion if no reasonable solution is available. These are not your exclusive remedies. Clause 19 applies to resulting liability.

17.1 After you publicly launch the work, we may identify you as a client and display reasonable extracts of publicly available final work in our portfolio, website and credentials, unless the Order opts out or you notify us of a reasonable confidentiality, privacy or commercial concern. You grant only the rights you are entitled to grant for that limited purpose.

17.2 We require separate written permission before using non-public results, testimonials, sensitive personal data, patient or model images, or a detailed case study. We will not imply your endorsement or disclose account information. We will remove online portfolio material within a reasonable time following a justified request. No credit or link on your own website is required unless expressly agreed.

18.1 Each party will protect the other's confidential business, technical and personal information with reasonable care, use it only for the Contract and disclose it only to people who need it and owe appropriate confidentiality duties. This does not cover information lawfully public, already lawfully held, independently developed or lawfully received without restriction.

18.2 A party may disclose information where legally required, giving prior notice where lawful and practicable and limiting disclosure to what is required. Confidentiality continues for five years after termination, and for trade secrets and personal data for as long as their nature or the law requires protection.

18.3 Each party will comply with data protection and electronic marketing law applicable to it, including the UK GDPR, Data Protection Act 2018 and Privacy and Electronic Communications Regulations 2003 as amended. We act as an independent controller for our own business administration, accounts and legal records, as explained in our privacy notice at https://www.ioniccreativedesign.com/privacy-notice/.

18.4 Where we process personal data on your behalf, Part C applies and the processing particulars must be completed before that processing starts. If the facts require joint controller or other arrangements, the parties will agree the appropriate terms before the activity starts. A contractual label does not override the actual roles.

18.5 You are responsible for the lawful basis, notices and permissions for processing you instruct, including marketing lists, tracking and customer uploads. We remain responsible for our own compliance. Neither party may assume that business contact details, publicly accessible data or a purchased list are automatically free for marketing use.

19.1 Nothing in the Contract excludes or limits liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of any title obligation that cannot lawfully be excluded or restricted; or any other liability which cannot lawfully be excluded or limited. No provision restricts the rights of a data subject or powers of a regulator.

19.2 Subject to clause 19.1, neither party is liable to the other for indirect or consequential loss, meaning loss that does not arise naturally in the ordinary course from the breach. Loss of profit, revenue, opportunity, goodwill or data is not automatically treated as indirect merely because it falls into one of those categories. Direct losses remain recoverable where legally recoverable, subject to the caps below.

19.3 For a project Contract, the “Fee Base” is the total fees paid or payable for the project, including agreed changes. For a recurring Contract, it is the fees paid or payable for the Contract Year in which the first event giving rise to the claim occurred. “Contract Year” means each 12-month period beginning on the recurring service start date or an anniversary of it. For a shorter period, recurring service fees are annualised at the rate applying when that first event occurred. VAT, separately itemised media spend and pass-through supplier costs are excluded from the Fee Base. Mixed Orders use the combined applicable project and recurring Fee Bases and must identify their fee allocation.

19.4 Subject to clauses 19.1 and 19.5, each party's total liability arising out of or in connection with a project Contract, or for events first occurring in a Contract Year of a recurring Contract, is limited to the greater of £10,000 and 150% of the Fee Base. This is an aggregate limit, not a limit per invoice or claimant, and applies in contract, tort including negligence, misrepresentation other than fraud, breach of statutory duty or otherwise.

19.5 For breach of confidentiality or data protection obligations, infringement of the other party's or a third party's intellectual property rights, or physical damage to tangible property, the aggregate limit is instead the greater of £50,000 and 200% of the Fee Base. If both ordinary and these enhanced claims arise, ordinary claims remain subject to clause 19.4 and the total of all capped claims cannot exceed this enhanced limit for the relevant project or Contract Year. The limits do not add together.

19.6 Claims arising from the same or connected events are attributed to the project or Contract Year in which the first such event occurred, even if effects continue later. For a single event affecting more than one Order, the Fee Bases of the affected Orders are combined and one applicable ordinary or enhanced limit is calculated; there is no double recovery. Unconnected events in later recurring Contract Years have their own annual limits.

19.7 The caps do not limit your obligation to pay properly due fees and authorised supplier costs, or our obligation to repay unspent client funds and refund prepaid fees for Services not supplied. Such repayments are accounted for when assessing any damages to avoid double recovery. Legally recoverable direct costs of reasonable data restoration, incident response and obtaining substitute services are not excluded solely by their description, but remain subject to the applicable cap.

19.8 Each party must take reasonable steps to reduce loss. A party is not responsible to the extent that loss was caused by the other's breach or by matters for which it has no contractual or legal responsibility. This does not excuse failure to take reasonable measures within the agreed Services, including agreed backup, security or configuration work.

19.9 These limits allocate risk having regard to the Services, fees and available insurance. Before acceptance, either party may request different limits for a specific risk; any agreed change must be recorded in the Order and may affect fees or scope. No recital or client acknowledgement makes an otherwise unreasonable exclusion enforceable. All exclusions and limitations operate only to the extent permitted by applicable law, including the Unfair Contract Terms Act 1977 where it applies.

19.10 Notify the other party of a potential claim within a reasonable time after becoming aware of it and provide reasonable details. Delay does not automatically extinguish a claim, though resulting avoidable loss may affect recovery under law. No shorter contractual limitation period or broad client indemnity is imposed by these terms.

20.1 Neither party is responsible for failure or delay to the extent caused by an event beyond its reasonable control which it could not reasonably avoid or overcome, such as severe natural events, war, government restrictions or widespread infrastructure disruption. Lack of funds, ordinary resource shortages and preventable security failures are not automatically such events.

20.2 The affected party must promptly explain the impact, take reasonable mitigation steps and resume performance as soon as practicable. A supplier failure or cyber incident qualifies only where these requirements are met; promised resilience and security measures still matter.

20.3 Payment remains due for Services already supplied. For prevented future Services, the parties will agree a proportionate pause, adjustment or alternative; there is no automatic entitlement to all fees for undelivered work. Either party may end the affected Services if substantial disruption continues for 30 calendar days, with settlement under clause 15. Clause 9.6 governs its specific platform restriction circumstances.

21.1 Please send complaints to gareth@ioniccreativedesign.com with relevant facts and your requested outcome. We will acknowledge within five Business Days and aim to provide a substantive response within 15 Business Days, explaining any necessary extension.

21.2 The parties will first seek resolution through their nominated contacts, then senior representatives. If unresolved after 20 Business Days from written escalation, they will consider mediation with a mutually agreed independent mediator. Mediation occurs only by agreement; its costs are shared equally unless agreed otherwise.

21.3 This process does not prevent urgent court relief, recovery of an undisputed debt, regulatory reporting or action needed to protect a limitation deadline. Neither party is required to delay a claim beyond a legal time limit.

22.1 Contractual notices, including termination, suspension and breach notices, must be in writing and sent to the notice email or postal address in the Order, or a replacement address notified in writing. Routine messages to personal social accounts are not contractual notices.

22.2 An email is treated as received at the time of transmission if sent during Business Hours, otherwise at 9 am on the next Business Day, provided no delivery failure is received. A hand-delivered notice is received when delivered; prepaid first-class UK post is received on the second Business Day after posting, unless actual non-delivery is established. The sender should retain evidence.

22.3 These provisions do not govern service of court proceedings or other documents subject to mandatory service rules. Such documents must be served in accordance with the applicable law and procedural rules.

23.1 Variations must be agreed in writing by authorised representatives, except a price adjustment expressly permitted under clause 12.5. Website updates alone do not vary an existing Contract. A change required by law will be discussed promptly; the Contract does not authorise unlawful performance.

23.2 The Contract constitutes the entire agreement concerning its subject matter and supersedes earlier proposals or discussions on that subject. This is not a blanket non-reliance clause and does not exclude liability for misrepresentation or fraud. An agreed written representation or specification is not removed by this clause.

23.3 If a provision is invalid or unenforceable, it will be severed to the extent legally possible without materially changing the remaining Contract. The parties will discuss a lawful replacement. This does not require a court to rewrite an unreasonable limitation or validate it automatically.

23.4 A delay in enforcing a right is not a waiver. A waiver must be clear and applies only to the stated circumstances. Neither party may transfer the Contract without the other's written consent, not to be unreasonably withheld or delayed; authorised subcontracting is governed by clauses 3.4 and 35.

23.5 The parties are independent contractors. No partnership, employment, general agency or authority to bind the other is created. Any authority to buy media or administer accounts is limited to the Order. A person who is not a party has no right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999, without limiting rights arising independently under law.

24.1 The Contract and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales. Subject to mandatory law, the courts of England and Wales have non-exclusive jurisdiction over disputes arising out of or in connection with it, so proceedings may also be brought in the courts of Scotland or Northern Ireland where appropriate.

These sections apply only to the Services included in an Order. They supplement Part A and do not create an obligation to supply every service described.

25.1 The Order will specify the platform, page or template count, functions, integrations, content responsibilities, supported browsers and devices, migration work, testing, revisions and handover. E-commerce, memberships, multilingual content, custom systems and specialist accessibility work are included only if specified.

25.2 We will design and test against the agreed specification and reasonable contemporary browser support. Identical appearance on every device or future software version is not guaranteed. Any accessibility standard, such as a stated WCAG level, performance threshold or load requirement must be identified with its testing method. This does not remove either party's own legal obligations.

25.3 You supply or approve site content, customer terms, privacy and cookie information, prices, product descriptions and other business policies. Where we implement consent tools or accessibility features, we remain responsible for our agreed implementation. Legal drafting, full compliance certification and continuing monitoring require a separate scope.

25.4 Acceptance follows clause 6. Launch requires written authorisation identifying the production environment. We will agree reasonable backup, rollback and DNS arrangements for launch or migration. You will identify business-critical periods and arrange staff availability for transaction and enquiry testing.

25.5 For 30 calendar days after launch or acceptance, whichever is later, we will correct reproducible defects that cause material departure from the agreed specification without additional charge. This is an additional correction period and does not shorten legal rights for our breach. New functionality, external changes and unauthorised alterations are addressed under clause 4 to the extent they are not our responsibility.

25.6 Hosting, security monitoring, updates, backups and ongoing support do not arise automatically from a website build. Where included, clause 26 applies. You are responsible for lawful sales, fulfilment, payment-provider eligibility and customer disputes; we are responsible for the checkout or other technical work expressly commissioned.

26.1 The Order must identify the hosting provider or service, storage and traffic limits, support hours, monitoring, included maintenance time, service levels and exclusions. Unless expressly agreed, support is during Business Hours and response targets are estimates rather than guaranteed resolution times. Continuous emergency support is not included.

26.2 A hosting-only service does not include a managed backup or application maintenance service unless specified. If we agree managed backups, the Order must record data and systems covered, backup frequency, retention, storage separation, encryption, monitoring, restore testing, restoration charges and any recovery point or recovery time targets. Do not commence a managed backup service with those particulars unresolved.

26.3 We will perform the backup, monitoring and restore checks expressly agreed and report material failures identified. No backup system is infallible, but that does not excuse failure to perform agreed backup duties. Provider snapshots are not automatically an independent backup. You should identify data requiring enhanced recovery arrangements and retain any independent copies allocated to you in the Order.

26.4 Security services reduce risk and do not guarantee immunity from malware, intrusion, downtime or data loss. We will implement the agreed controls with reasonable care and skill, keep our access secure and respond to identified incidents within scope. Penetration testing, forensic investigation and complete malware remediation are separate unless included; work required to correct our breach is not chargeable.

26.5 WordPress core, theme and plugin updates will be assessed and applied at the agreed frequency, using staging or backup and rollback measures proportionate to the site and Order. We may defer an update for a documented compatibility risk and propose mitigation. We will not knowingly leave a critical risk unaddressed without promptly notifying you and discussing suitable action.

26.6 Abandoned plugins, unsupported software and custom code may need replacement or redevelopment. We will explain the risk, cost and options before additional work. You must keep required licences active and tell us about changes by other suppliers. We are responsible for maintenance faults we cause, but not automatically for independent alterations outside our control.

26.7 Planned maintenance may cause downtime; we will give reasonable notice where practicable and minimise disruption. Any service credit scheme must be stated in the Order and is not the exclusive remedy for breach unless expressly and lawfully agreed. Capacity upgrades and excessive use charges require disclosed limits and authorisation.

26.8 At exit, we will provide available website files, database exports and relevant configuration within clause 15. Confirm migration before cancelling hosting or supplier renewals. Personal data in backups will be handled under Part C. We will not promise indefinite retention or recovery after the agreed retention period.

27.1 The Order will specify whether SEO includes an audit, technical implementation, keyword research, on-page work, content, local listings, outreach or reporting. Recommendations are not implementation unless that work is included. You will provide appropriate analytics, search console and website access.

27.2 Rankings, indexing, traffic, leads, conversions and revenue depend on competition, algorithms, technical conditions, content and other factors. We do not guarantee a ranking, first-page placement, a fixed traffic increase or a timetable for results. Agreed activity and reporting commitments remain binding.

27.3 We will use reasonable professional methods and will not knowingly purchase fake engagement, create deceptive reviews, conceal paid links or use manipulative practices contrary to applicable rules. Material outreach or paid placements require disclosed approval. We cannot guarantee links, listings or search features will remain available.

27.4 Historic penalties, previous link activity, migrations and changes by others may affect results. A historic audit is limited to its stated scope and available evidence. Reports will identify relevant measurement periods and material known tracking limitations. Material strategy changes follow clause 4.

28.1 The Order will identify channels, post quantities and formats, calendars, approval deadlines, scheduling, reporting and any photography or paid activity. Content creation does not automatically include community management, direct messages, review responses, crisis response or out-of-hours monitoring.

28.2 We may publish content approved under clause 6, including a defined pre-approved calendar. You must identify promotions, factual changes and compliance concerns before publication. We may pause scheduled items if circumstances make them inappropriate or potentially unlawful, and notify you promptly.

28.3 Where moderation or messaging is included, the Order must define hours, permitted responses and escalation rules. Medical, legal, financial, safeguarding, complaint and emergency enquiries will be referred to your designated contact; we do not make professional assessments or promise round-the-clock monitoring.

28.4 You remain responsible for content and activity independently posted by your staff or other administrators. Our responsibilities for our own work remain unchanged. Historic material, linked accounts, user-generated content and provider enforcement are addressed in clauses 7 to 9.

28.5 Followers, reach, engagement, virality, enquiries, sales and continuing account access are not guaranteed. We will not knowingly use fake followers, misleading endorsements or undisclosed paid promotions. Influencer engagements require agreed deliverables, rights, disclosures and approval responsibility.

29.1 The Order will identify platforms, campaign objectives, management fees, media budget, currency, authorised changes, reporting, account ownership and billing arrangements. Media spend is separate from our fees. Wherever practicable, you pay Meta, Google or other advertising providers directly.

29.2 Before activation, you must approve the campaign, landing pages, targeting constraints and budget authority. We may optimise within those agreed limits. We will not materially increase the total authorised budget or commit additional supplier spend without written approval.

29.3 Platform daily budgets may operate as averages rather than hard daily limits. We will explain material billing behaviour, configure appropriate controls and monitor expenditure within the agreed scope. Provider reporting delays do not give us permission for unlimited overspend. Any responsibility for expenditure above authority is assessed by reference to the Contract and clause 19.

29.4 You must maintain a valid payment method, available funds and accurate verification details. We will report material payment or policy issues known to us. A provider may pause delivery, reject ads, change auction costs or restrict an account; clause 9 applies, and compliant approval on one occasion does not guarantee future approval.

29.5 We do not guarantee cost per click, acquisition cost, conversions, return on ad spend, sales or profit. Attribution, consent choices, tracking gaps, invalid clicks and platform estimates may affect reporting. We will explain material known limitations and perform agreed tracking work with reasonable care and skill.

29.6 Customer lists, remarketing audiences, pixels and conversion tools may be used only with appropriate lawful grounds, notices and permissions. We will not deliberately activate consent-dependent tracking before the required consent mechanism is in place. Regulated and restricted categories require the approval process in clause 7.

29.7 On termination or a valid pause instruction, we will stop campaigns within the agreed response time or, if none, as soon as reasonably practicable during Business Hours. Previously incurred spend and unavoidable provider billing remain payable. We will reconcile balances and provide available account access and campaign assets subject to provider terms and clause 16.

30.1 The Order will identify concepts, revision rounds, final assets, formats, brand guidelines and whether editable artwork, naming, packaging, printing or production are included. Rejected concepts and working files remain ours unless expressly supplied under clause 16.

30.2 You will approve artwork, spelling, dimensions, quantities and print proofs before production. Screen colours and print output can differ due to materials, processes and calibration; we will use the agreed colour specifications with reasonable care. Responsibility for production faults depends on whether we supply the print service or you contract directly.

30.3 Unless included, we do not undertake trade mark searches, registration, legal clearance or guarantees of worldwide brand uniqueness. You should obtain appropriate clearance before committing to a name or mark. We will not knowingly copy protected work and remain responsible for our own infringement or breach.

30.4 We will identify material stock, font and other licence restrictions. Third-party production commitments must be authorised before ordering. Reprints caused by changes after approval are chargeable by agreement; approval does not excuse an error we introduce after the approved proof.

31.1 The Order will define workshops, advisory sessions, strategy documents, reporting, training materials and any implementation work. Advice reflects the information reasonably available at the time. You remain responsible for commercial decisions and for obtaining specialist legal, tax, medical or financial advice where required.

31.2 We will provide advice with reasonable care and skill but do not guarantee commercial outcomes. Forecasts, examples and illustrative budgets are not promises. Unless expressly included, we have no continuing duty to update a report after delivery for later market or regulatory changes.

31.3 Mentoring and training do not create employment, partnership or a professional qualification. Session rescheduling and cancellation terms must be stated in the Order; otherwise only reasonable, evidenced unavoidable costs are payable under clause 14.3. Recording a session requires participants' prior agreement and appropriate privacy information.

31.4 Email and other direct marketing campaigns require approved lists, lawful targeting, clear sender identity and a functioning opt-out process. You must supply evidence of permissions or another valid basis where relevant. We will follow suppression instructions and will not assume that all B2B contacts are corporate subscribers exempt from consent requirements.

32.1 The Order will state the brief, locations, dates, personnel, equipment, shot list, edited asset quantity, formats, usage rights, turnaround, revisions, expenses and whether raw footage or project files are included. Final bespoke assets follow clause 16 unless the Order clearly specifies a different licence before acceptance.

32.2 Responsibilities for location permissions, participant releases, safeguarding, wardrobe, props and access must be allocated in the Order. You obtain permissions for people and premises you arrange; we obtain those for our own arranged contributors. Both parties must ensure lawful recording and use, particularly involving children, patients or other sensitive contexts.

32.3 The operator and remote pilot have final authority over safe and lawful drone operation. We or our appointed operator will hold the registrations, competence, authorisations and insurance legally required for the proposed operation. You cannot require a flight contrary to law, safety limits or permission conditions.

32.4 Weather, airspace restrictions, access and safety may require rescheduling or an alternative shot. We will discuss workable options. Charges for postponement are limited to agreed reasonable, unavoidable costs, less savings or recovered bookings; if we cannot perform, undelivered work is refunded. Our own avoidable failure is not treated as a weather cancellation.

32.5 Editing will follow the approved brief. Material retouching, reconstruction or new edits beyond it require agreement. Images must not be used misleadingly, particularly for treatment outcomes. Archive retention and retrieval must be specified; we do not promise indefinite storage after delivery, and clause 15 applies to remaining files.

33.1 The Order will distinguish registration, reseller supply, setup, migration, administration, support and backup for domains, email, Google Workspace, Microsoft 365 and other technical services. It will identify subscriptions, seat counts, commitment periods, renewals, cancellation windows and responsibility for each account and bill.

33.2 Domain registrant details will identify you wherever permitted. Registration depends on availability, registry rules and eligibility; it does not confer trade mark rights. We will use reasonable care for registrations and renewals we expressly manage. You must keep contact details current and pay authorised renewal charges in time following the agreed process.

33.3 Where you manage renewals, you remain responsible for them. Where we manage renewals, we will follow the agreed reminders and renewal instructions; we do not disclaim our own administrative failure. An expired domain or subscription may become unavailable or incur recovery costs, and recovery cannot be guaranteed.

33.4 DNS changes and migrations may cause propagation delays, interrupted delivery or temporary inconsistencies. Before material changes, we will agree a migration plan, responsibilities, validation and reasonable backup or rollback measures. You will identify critical mailboxes, archives, devices, integrations and retention obligations.

33.5 Provider retention, recycle bins and availability features are not automatically a separate backup service. Mailbox backup, e-discovery, archiving, recovery targets and compliance management must be expressly specified. We do not guarantee email delivery, inbox placement or protection from all phishing and spam, but will perform agreed configuration and security work with reasonable care and skill.

33.6 Annual or other fixed-term licences may remain chargeable to their committed end date even when paid monthly, but only where that commitment was disclosed and authorised. Seat reductions and refunds depend on the disclosed supplier rules. We will assist transfers within our control and identify non-transferable licences and replacement requirements under clause 15.

34.1 This section applies only where we agree to supply automation, artificial intelligence, software agents, scripts, workflow systems or integrations. The Order must define inputs, outputs, systems, permissions, data flows, test cases, expected volumes, costs, approval gates, failure handling, monitoring and ongoing support responsibilities.

34.2 AI outputs may be inaccurate, incomplete, biased, non-unique or inappropriate. We will implement agreed validation and safeguards with reasonable care and skill. You must provide competent human review before relying on outputs for publication or consequential decisions, to the extent allocated to you in the Order. This does not excuse defects in safeguards we agreed to implement.

34.3 We will not enable autonomous payments, destructive actions, external communications or decisions with significant effects on individuals without specific written authority, defined limits and appropriate controls. High-risk uses require a separately agreed assessment and safeguards, including data protection impact assessment where required.

34.4 We will not put your confidential information or personal data into public AI tools, or use it to train general-purpose models, without specific written approval and lawful processing arrangements. The Order must identify approved providers, retention, training settings, hosting locations and transfer mechanisms. Part C applies where we act as processor.

34.5 Before production deployment, the parties will complete agreed testing and acceptance, including representative failure cases and rollback or manual fallback. We will use scoped credentials and appropriate logging and alerting for the agreed risk. Changes by either party must follow change control where they affect the integration.

34.6 Provider models, APIs, rate limits and prices may change or be withdrawn. Ongoing adaptation, monitoring and support are included only where stated. We will identify material dependency risks known to us; changes needed because of external developments require agreement unless already included in maintenance.

34.7 You retain rights in your inputs. Rights in our bespoke code and other Deliverables follow clause 16. We can transfer only rights that exist and that we hold; AI output is not guaranteed to attract copyright or be exclusive. We will identify material provider licence restrictions and apply any agreed rights checks.

34.8 We do not guarantee that automation will eliminate all manual work, operate without interruption or deliver a particular saving. Usage-based costs must have an agreed budget and authority process. A provider's failure does not excuse failure to configure agreed limits, alerts or safeguards.

This Part forms the processor agreement where Ionic processes personal data for the Client. The particulars of each engagement are recorded as described in clause 37 before processing begins. It does not replace the parties' privacy notices or authorise processing beyond the agreed purpose.

35.1 For processing under this Part, you are the controller and we are the processor. The terms controller, processor, personal data, processing, personal data breach and supervisory authority have their meanings in applicable data protection law. Where you act for another controller, the parties must document and obtain authority for the corresponding sub-processing arrangement before processing.

35.2 We will process personal data only on your documented lawful instructions, including instructions about international transfers, and only for the agreed Services. If UK law requires other processing, we will inform you before processing unless that law prohibits notice on important public interest grounds. We will immediately inform you if, in our opinion, an instruction infringes applicable data protection law and may pause that instruction pending resolution.

35.3 We will ensure persons authorised to process personal data are bound by confidentiality or an appropriate statutory duty. We will implement technical and organisational measures appropriate to the risk under Article 32 UK GDPR, taking account of the processing and agreed security particulars. Measures will include appropriate access control, secure authentication, protection in transit and at rest where appropriate, patching, resilience, restoration arrangements, testing and incident procedures. We will not materially reduce agreed security without written agreement consistent with law.

35.4 You give general written authorisation for the sub-processors listed in clause 37. We will give at least 30 days' written notice of a proposed addition or replacement, with relevant processing and location details, so you can object on reasonable data protection grounds. We will seek a reasonable resolution and will not use the disputed sub-processor for your data while the objection is unresolved. If no solution is reasonably available, either party may end the affected Services with an appropriate refund for undelivered work and orderly data return.

35.5 We will appoint sub-processors under written obligations providing equivalent protection for the relevant processing, and remain fully liable to you for their performance of those obligations, subject to lawful contractual liability limits. A platform acting as an independent controller is not described as a sub-processor merely because it receives data; its role and sharing arrangements must be separately identified.

35.6 Taking account of the nature of processing, we will assist you through appropriate technical and organisational measures, insofar as possible, to respond to requests exercising data subject rights. We will promptly forward relevant requests and will not respond on your behalf except on instructions or where law requires.

35.7 Taking account of the processing and information available to us, we will assist you with security obligations, breach assessment and notifications, data protection impact assessments and prior consultation under Articles 32 to 36 UK GDPR. We will notify you without undue delay after becoming aware of a personal data breach affecting your data, initially with available facts and with further information in phases. We will provide reasonable cooperation, containment and remediation information and preserve relevant evidence lawfully.

35.8 We will make available information necessary to demonstrate compliance with Article 28 and allow and contribute to audits and inspections by you or your appointed independent auditor. Reasonable notice, confidentiality and measures protecting other clients may apply, but must not frustrate effective audits, urgent investigations or regulatory access. Certifications and reports may assist but do not replace an audit where more is reasonably needed.

35.9 We will not make a restricted international transfer without documented authority and a valid mechanism under applicable law, such as relevant adequacy regulations or appropriate contractual safeguards together with required risk assessment and supplementary measures. Clause 37 must identify actual locations, onward transfers and safeguards. Generic acceptance of these terms is not permission for unrestricted worldwide transfers.

35.10 We may charge reasonable pre-agreed fees for assistance or audits beyond ordinary Services, except to the extent needed because of our breach. A fee dispute must not delay legally required assistance. This Part does not reduce either party's direct statutory responsibilities or prevent a regulator or individual enforcing their rights.

36.1 At the end of relevant Services, we will, at your choice, securely return or delete personal data processed on your behalf and delete existing copies, unless UK law requires retention. We will seek your instructions and, if you do not respond, give a further 30 days' notice before secure deletion. We will confirm completion on request.

36.2 Data retained because of a legal obligation will be restricted to that purpose and protected until lawful deletion. Residual backup copies that cannot practicably be removed immediately will be put beyond ordinary use and deleted within the agreed backup deletion cycle in clause 37. If restored for recovery, deletion instructions will be reapplied. No indefinite backup retention is authorised.

37.1 The particulars of the processing for each Order are recorded in the Order, or in a data processing schedule supplied with it, before processing begins. They cover the subject matter, duration, nature and purpose of the processing; the types of personal data and categories of data subjects; any special category or criminal offence data; authorised instructions and prohibited uses; security measures; hosting and access locations; restricted transfer safeguards; approved sub-processors; independent or joint controllers receiving data; breach and rights contacts; and return and deletion arrangements.

37.2 Unless the Order states otherwise, the subject matter and purpose of the processing is the provision of the Services described in the Order; its duration is the term of those Services together with the return and deletion period in clause 36; and its nature is the collection, storage, hosting, access, editing, transmission, backup and deletion needed to provide them.

37.3 Unless the Order states otherwise, the data subjects are your staff, customers, prospective customers, website users and other individuals whose personal data is held in the systems we work on for you, and the personal data is the contact, account, enquiry, order, booking and technical data held in those systems. We will not process special category or criminal offence data unless the Order expressly authorises it and records the lawful conditions and enhanced controls that apply.

37.4 We apply the security measures in clause 35.3 and any further measures stated in the Order. We keep a current list of the sub-processors we use for each Service, showing the service each provides, the personal data involved, its processing location and the transfer safeguards relied on, and we supply it with the Order and on request. Clause 35.4 governs changes to that list and clause 35.9 governs restricted transfers.

37.5 Notices about personal data breaches and data subject requests go to our notice email in clause 1.1 and to the contact identified in the Order for you. Unless the Order states otherwise, personal data is returned in a commonly used, machine-readable format, and backup copies are deleted within the backup deletion cycle stated in the Order or schedule, subject to clause 36.2.

37.6 Acceptance of an Order under clause 2.1 confirms the particulars for that Order. A change to them must be agreed in writing under clause 23.1 before the changed processing begins.