Working with Penguins can be fun, and to keep us all on the same page, these are the Terms and Conditions for Design Penguin Creative Ltd.
1. INTRODUCTION
1.1 These Terms and Conditions apply to all work supplied by Design Penguin Creative Ltd, including creative design, branding, identity design, logo design, graphic design, illustration, copywriting, print design, artwork, exhibition design, interpretation design, museum and gallery design, signage, wayfinding, websites, digital assets, marketing materials, social media assets, digital campaigns, consultancy, project management, production support, print supply and related services.
1.2 In these Terms, “Design Penguin”, “we”, “us” and “our” means Design Penguin Creative Ltd.
1.3 “Client”, “you” and “your” means the person, company, charity, public body, museum, gallery, institution, agency or organisation instructing Design Penguin.
1.4 These Terms apply to business clients only. They do not apply to consumers acting wholly or mainly outside their trade, business, craft or profession unless Design Penguin expressly agrees otherwise in writing.
1.5 These Terms apply alongside any estimate, quotation, proposal, sales order, invoice, written brief, email approval, purchase order or project agreement issued by Design Penguin.
1.6 If there is any conflict between these Terms and a specific written quotation or project agreement issued by Design Penguin, the specific written quotation or project agreement will take priority for that project only.
1.7 The Client accepts these Terms by asking Design Penguin to begin work, approving a quotation, issuing a purchase order, making payment, approving proofs, using work supplied by Design Penguin, or otherwise instructing Design Penguin to proceed.
1.8 The Client’s own purchase order terms, procurement terms, supplier portal terms or standard conditions do not apply unless Design Penguin expressly accepts them in writing. Supplying work or accepting a purchase order number does not mean Design Penguin accepts the Client’s terms.
2. DEFINITIONS
2.1 “Work” means all services, advice, design work, creative work, artwork, illustration, copy, concepts, layouts, files, digital assets, print-ready files, website work, exhibition work, project management, production support and deliverables produced or supplied by Design Penguin.
2.2 “Deliverables” means the final approved items Design Penguin agrees to supply to the Client.
2.3 “Final Deliverables” means the final approved files, materials or outputs released to the Client after approval and payment.
2.4 “Working Files” means editable files, layered files, source files, native design files, templates, drafts, sketches, unused concepts, internal documents, research files, planning documents, project notes, code repositories, production files and any materials used to create the Deliverables.
2.5 “Third-Party Materials” means artwork, illustration, photography, fonts, typefaces, stock images, music, video, copy, software, plugins, themes, templates, APIs, AI tools, data, datasets, libraries, hosting services, domain services or other materials owned or controlled by a third party.
2.6 “Permitted Use” means the specific use of the Final Deliverables agreed in writing in the quotation, sales order, invoice, written brief or project agreement.
2.7 “Commercial Extension” means any use beyond the agreed Permitted Use, including packaging, product labels, merchandise, retail products, food or drink products, licensing, brand partnerships, sponsorship, resale, third-party use, sublicensing, wider campaigns, adaptation, reproduction by another organisation or any use intended to generate revenue beyond the original project.
2.8 “Source Files” means editable or native files including Adobe Illustrator files, Adobe InDesign files, Photoshop layered files, Figma files, Canva templates, editable PDFs, website source files, code repositories, animation project files, video project files, font files, raw copy documents and other working materials.
3. QUOTATIONS, ESTIMATES AND ACCEPTANCE
3.1 Quotations and estimates are based on the information supplied by the Client at the time they are prepared.
3.2 Unless stated otherwise, quotations are valid for 30 days from the date of issue.
3.3 A quotation is not a fixed contract until accepted by the Client and confirmed by Design Penguin.
3.4 Design Penguin may amend a quotation before acceptance if supplier costs, production costs, third-party license costs, printing costs, material costs, hosting costs, software costs or project requirements change.
3.5 Once a quotation has been accepted, the price will remain fixed for the agreed scope of work only. Any change to scope, brief, schedule, quantity, format, media, usage rights, deliverables, third-party requirements or Client instructions may require a revised quotation or additional charges.
3.6 Purchase orders must match the agreed quotation. If a purchase order differs from the quotation, Design Penguin may treat the difference as a change request.
3.7 A request to start work, book production time, arrange meetings, create concepts, prepare visuals, source materials, liaise with suppliers or carry out research may be treated as acceptance of the quotation and these Terms.
4. PROJECT SCOPE
4.1 The scope of each project will be set out in the quotation, proposal, written brief, sales order, invoice or project agreement.
4.2 The scope should state, where relevant:
- the project purpose;
- the deliverables;
- the media and formats included;
- the number of concepts included;
- the number of revision rounds included;
- the agreed timeline;
- the required Client inputs;
- the Permitted Use;
- any third-party licenses included;
- any print, production, hosting or digital services included;
- whether Source Files are included or excluded.
4.3 Unless expressly stated in writing, the scope does not include unlimited revisions, copywriting, photography, illustration, image sourcing, font licensing, stock asset licensing, translation, accessibility audit, legal review, trade mark clearance, copyright clearance, SEO guarantees, website hosting, website maintenance, content migration, print production, packaging rights, merchandise rights, commercial resale rights, third-party use or Source Files.
4.4 Any work outside the agreed scope may be charged at Design Penguin’s standard hourly rate or quoted separately.
5. CLIENT RESPONSIBILITIES
5.1 The Client must provide clear instructions, accurate information, required content, approvals, access details, brand guidelines, technical information, legal notices, product information, images, copy, data and materials needed for the project.
5.2 The Client is responsible for ensuring that all information supplied to Design Penguin is accurate, lawful, suitable, complete and up to date.
5.3 The Client must ensure that any materials supplied to Design Penguin are owned by the Client or properly licensed for the intended use.
5.4 The Client must tell Design Penguin at the start of the project if the work is intended for packaging, retail products, merchandise, product labels, food or drink products, public exhibition, commercial partnership, sponsor use, licensing, resale, paid advertising, national campaign, international use, AI training, template creation, sublicensing or use by another organisation.
5.5 If the Client fails to disclose intended wider use, Design Penguin may charge additional fees and may require additional third-party licenses before any such use is permitted.
5.6 The Client is responsible for obtaining legal, regulatory, professional, accessibility, food labelling, packaging, trading standards, advertising, medical, financial or other specialist approvals unless Design Penguin expressly agrees otherwise in writing.
6. PROJECT TIMETABLES, DELAYS AND APPROVALS
6.1 Any timetable provided by Design Penguin is an estimate unless expressly confirmed as binding in writing.
6.2 Design Penguin is not responsible for delay caused by late Client content, unclear instructions, delayed approvals, third-party supplier delays, late payment, change of brief, technical access issues, force majeure or matters outside Design Penguin’s reasonable control.
6.3 If a project is delayed by the Client for more than 14 days, Design Penguin may reschedule the work around other commitments.
6.4 If a project is delayed by the Client for more than 30 days, Design Penguin may invoice for work already carried out, materials purchased, third-party costs incurred, project management time and any reserved production time.
6.5 If a project is delayed by the Client for more than 60 days, Design Penguin may close the project and require a new quotation before work restarts.
6.6 Client approval may be given by email, message, signature, written instruction, approval of proofs, payment of invoice or use of the work.
6.7 Once the Client approves artwork, copy, proofs, website pages, digital assets, print files or other Deliverables, the Client accepts responsibility for errors that should reasonably have been identified during approval, including spelling, grammar, dates, names, addresses, prices, product claims, contact details, legal notices, image choices and layout.
7. REVISIONS AND CHANGE REQUESTS
7.1 The number of revision rounds included in a project will be stated in the quotation where applicable.
7.2 If no number is stated, one reasonable revision round is included.
7.3 A revision round means a consolidated set of reasonable changes to the same concept or deliverable. It does not include a new brief, new direction, new concept, new format, new campaign, new usage requirement or major structural change.
7.4 Additional revisions, piecemeal changes, repeated amendments, late changes, post-approval changes, change of brief or changes caused by incomplete Client information may be charged separately.
7.5 Design Penguin may refuse to proceed with further revisions until additional costs have been agreed and any overdue invoices have been paid.
8. FEES, PAYMENT AND CREDIT TERMS
8.1 Fees are payable as stated in the quotation, sales order or invoice.
8.2 Unless otherwise agreed in writing, new Clients may be required to pay in advance.
8.3 Design Penguin may require a deposit, interim stage payments, production payments or payment before release of Final Deliverables.
8.4 Unless otherwise agreed, payment terms for approved credit accounts are 14 days from invoice date.
8.5 Design Penguin may withhold work, files, print, artwork, website launch, hosting transfer, licence confirmation or Final Deliverables until all sums due have been paid.
8.6 The Client must pay all invoices in full without set-off, deduction or withholding unless required by law.
8.7 If any invoice is overdue, Design Penguin may pause work, withhold Deliverables, suspend website or hosting services where legally and technically possible, remove credit terms, require payment in advance for future work, charge interest and compensation under applicable late payment legislation, and recover reasonable costs of debt collection.
8.8 Statutory interest may be charged on overdue business debts in accordance with applicable late payment legislation, together with applicable fixed compensation and reasonable recovery costs.
8.9 The Client remains liable for third-party costs, supplier costs, print costs, licence costs, materials and production costs incurred or committed to on the Client’s behalf.
9. TAX AND VAT
9.1 Fees are stated exclusive of VAT unless expressly stated otherwise.
9.2 Design Penguin may charge VAT or any other tax required by law.
10. THIRD-PARTY COSTS AND SUPPLIERS
10.1 Design Penguin may use third-party suppliers, printers, developers, illustrators, photographers, copywriters, artists, licence providers, software providers, hosting providers, fulfilment partners and other contractors where appropriate.
10.2 Third-party costs may be charged to the Client in addition to Design Penguin’s fees unless expressly included in the quotation.
10.3 The Client is responsible for third-party licence fees and ongoing costs unless Design Penguin expressly agrees otherwise in writing.
10.4 Design Penguin is not responsible for third-party service interruption, price increases, licence changes, platform changes, software changes, supplier insolvency, discontinued products, API changes, hosting outages, domain issues or third-party policy changes outside Design Penguin’s reasonable control.
11. PROOFS, PRINT AND PHYSICAL PRODUCTION
11.1 This clause applies only where Design Penguin supplies print, signage, exhibition graphics, physical goods, production management, fitting, installation or other physical production.
11.2 Proofs may be supplied for Client approval. The Client must check proofs carefully.
11.3 Design Penguin is not liable for errors not corrected by the Client at proof stage unless the error was caused by Design Penguin and could not reasonably have been identified by the Client.
11.4 Printed colours, screen colours, proof colours, materials, finishes and production outputs may vary due to differences in screens, substrates, inks, printers, papers, lighting, manufacturing tolerances and production conditions.
11.5 Reasonable variation in colour, finish, size, position, quantity or production output will not be treated as a defect unless exact tolerances were agreed in writing.
11.6 Print quantity tolerances may apply. Unless otherwise agreed, reasonable over-runs or under-runs may be charged or credited proportionately.
11.7 Risk in physical goods passes to the Client on delivery, collection or installation, as applicable.
11.8 Title to goods supplied by Design Penguin remains with Design Penguin until the Client has paid all sums due.
11.9 The Client is responsible for checking site measurements, access, permissions, landlord requirements, building restrictions, health and safety requirements and site conditions unless Design Penguin expressly agrees to manage these in writing.
11.10 Where third-party installers, fitters, fabricators or printers are used, their own tolerances, lead times and technical restrictions may apply.
12. DELIVERY, COLLECTION AND CLAIMS FOR PHYSICAL GOODS
12.1 Delivery, installation and collection dates are estimates unless expressly agreed as binding in writing.
12.2 The Client must inspect physical goods, print, signage and exhibition materials promptly on delivery, collection or installation.
12.3 Claims for damage, shortage, non-delivery, visible defect or transit issue must be notified in writing as soon as reasonably possible and, in any event, within 7 days of delivery, collection or installation, unless this is not reasonably possible.
12.4 Design Penguin will not be responsible for physical goods once altered, installed, moved, resold, stored incorrectly, exposed to unsuitable conditions, used contrary to instructions or handled by third parties.
13. WEBSITE AND DIGITAL SERVICES
13.1 Website and digital work may include design, page layouts, UX/UI design, front-end development, CMS configuration, plugin configuration, digital assets, social media assets, email templates, landing pages, banners, downloadable files and related services as stated in the quotation.
13.2 Unless expressly included in writing, website work does not include hosting, domain registration, email hosting, ongoing maintenance, security monitoring, plugin licence renewals, paid theme licenses, copywriting, photography, SEO campaign management, accessibility audit, legal compliance review, privacy policy drafting, cookie compliance configuration, content migration, product upload, training or speed optimisation beyond reasonable build practice.
13.3 The Client is responsible for domain ownership, registrar access, hosting access, email accounts, third-party platform access, payment gateway accounts, analytics accounts, advertising accounts, social media accounts and any other external accounts unless otherwise agreed.
13.4 Design Penguin strongly recommends that domains, hosting and key digital accounts remain registered in the Client’s own name or organisation name.
13.5 Design Penguin is not responsible for loss caused by the Client losing access to its own accounts, failing to renew domains, failing to renew hosting, failing to maintain software, sharing passwords insecurely or allowing third parties to alter digital work.
13.6 Websites will be designed to work with current mainstream browsers at the time of delivery unless otherwise agreed. Design Penguin is not responsible for future browser changes, device changes, operating system changes, plugin changes, platform updates or third-party code changes.
13.7 Website launch does not include indefinite bug fixing, content updates, software maintenance or technical support unless a maintenance agreement is in place.
13.8 The Client is responsible for reviewing and approving website content, legal notices, privacy notices, cookie notices, product claims, pricing, accessibility requirements, industry compliance, images, copy and contact details before launch.
13.9 Design Penguin does not guarantee search engine ranking, website traffic, sales, enquiries, conversion rates, advertising results or social media performance unless expressly agreed in writing.
13.10 SEO and digital marketing work is advisory and implementation-based. Search engines, advertising platforms and social media platforms are controlled by third parties and may change their rules, algorithms, policies or visibility at any time.
13.11 If Design Penguin provides hosting or maintenance, the scope, fee, support hours, backup arrangements, security responsibilities and termination process must be set out separately.
13.12 Design Penguin may suspend hosting or maintenance services for non-payment, misuse, security risk, unlawful content, third-party platform breach or where required by law.
14. DATA PROTECTION AND CLIENT DATA
14.1 Each party must comply with applicable UK data protection law.
14.2 Where Design Penguin processes personal data on behalf of the Client, the Client is normally the controller and Design Penguin is normally the processor, unless agreed otherwise in writing.
14.3 Where a written data processing agreement is required, the parties will agree appropriate written processor terms covering the subject matter, duration, nature and purpose of processing, type of personal data, categories of data subjects, confidentiality, security, sub-processors, assistance, deletion/return of data and audit rights.
14.4 The Client is responsible for ensuring that any personal data supplied to Design Penguin has been collected lawfully and may lawfully be used for the project.
14.5 The Client is responsible for website privacy notices, cookie notices, consent mechanisms, marketing permissions and customer data compliance unless Design Penguin expressly agrees to provide specific support.
14.6 Design Penguin will take reasonable steps to protect Client data in its possession but is not responsible for the Client’s wider data protection compliance.
15. AI-ASSISTED CONTENT, TOOLS AND OUTPUTS
15.1 Design Penguin may use AI-assisted tools for research, drafting, ideation, image exploration, workflow support, content structuring or production assistance where appropriate.
15.2 AI-assisted output will not be treated as finally approved unless reviewed and approved by Design Penguin and, where applicable, the Client.
15.3 Unless expressly agreed in writing, Design Penguin does not warrant that AI-assisted output is unique, capable of copyright protection, free from third-party similarity, suitable for trade mark registration or appropriate for regulated claims.
15.4 The Client must tell Design Penguin if AI-assisted content or imagery is prohibited, restricted or requires disclosure for the project.
15.5 The Client must not use Design Penguin’s work, concepts, copy, artwork, files or creative output for AI training, datasets, model training, prompt libraries, asset libraries or automated content generation without written permission.
15.6 No Client may upload Design Penguin’s Source Files, Working Files, drafts, concepts, artwork, copy or third-party licensed materials into AI systems in a way that permits training, reuse, extraction or third-party access unless Design Penguin has agreed in writing and all relevant rights holders have approved it.
16. COPYRIGHT, DESIGN RIGHTS AND INTELLECTUAL PROPERTY
16.1 This is a key clause. It is intended to protect Design Penguin Creative Ltd, Design Penguin’s designers, artists, copy creators, illustrators, contributors and third-party rights holders.
16.2 Unless expressly agreed otherwise in writing, all copyright, design rights, database rights, trade secrets, confidential information, know-how and other intellectual property rights in the Work remain owned by Design Penguin and/or the relevant rights holder.
16.3 Payment for work does not transfer copyright or ownership of intellectual property unless a separate written assignment is agreed and signed by Design Penguin.
16.4 Once the Client has paid all sums due, the Client receives a limited, non-exclusive, non-transferable licence to use the Final Deliverables for the Permitted Use stated in the quotation, sales order, invoice, written brief or project agreement.
16.5 Where no wider use is expressly stated in writing, the licence is limited to the immediate purpose for which the work was commissioned.
16.6 Work commissioned for an exhibition, display, event, sign, print item, website page, digital campaign, brochure, advert or presentation may only be used for that stated purpose and may not be reused, extended, adapted or exploited commercially in another context without written agreement.
16.7 The Client must not copy, reproduce, adapt, alter, resell, sublicense, transfer, distribute, supply, commercially exploit, upload to asset libraries, make available to third parties or permit any third party to use Design Penguin’s Work beyond the agreed Permitted Use without Design Penguin’s prior written consent.
16.8 Unless expressly included in writing, the Client’s licence does not include use for product packaging, product labels, food products, drink products, ingredients, condiments or other retail products, merchandise, clothing, gifts, postcards, posters or books for resale, paid downloads, templates, commercial partnerships, sponsorship use, brand collaborations, licensing arrangements, retail sale, wholesale sale, third-party marketing, third-party websites, paid advertising beyond the agreed project, national or international campaigns beyond the agreed scope, AI training, datasets, NFTs or blockchain assets, resale, sublicensing or use by another organisation.
16.9 Any wider, repeated, transferred, third-party or commercial use requires a separate written licence and may be subject to additional fees.
16.10 Design Penguin may require approval from, attribution to, or payment to any third-party artist, illustrator, photographer, copywriter, font provider, stock library or other rights holder before wider use is allowed.
16.11 No rights are granted until Design Penguin has received full payment of all sums due for the project.
16.12 If the Client uses the Work before payment, or outside the agreed licence, Design Penguin may require the Client to stop using the Work, remove the Work, withdraw products, correct attribution, pay a retrospective licence fee, pay third-party licence costs, and enter into a written licence before any further use.
16.13 Charging a retrospective licence fee does not waive Design Penguin’s rights or prevent Design Penguin from pursuing other remedies.
17. LOGOS AND BRAND IDENTITIES
17.1 Logo and brand identity work is subject to the same copyright and licence rules unless the quotation expressly states otherwise.
17.2 Where a quotation expressly includes transfer of final logo rights, Design Penguin may assign the copyright in the final approved logo mark to the Client after full payment, subject to any third-party rights, font licenses, stock licenses and exclusions stated in writing.
17.3 Unless expressly agreed in writing, logo ownership or licence does not include ownership of unused concepts, sketches, rejected routes, presentation documents, brand strategy, naming, copy, typefaces, fonts, photography, mock-ups, templates, source files or wider campaign assets.
17.4 The Client is responsible for trade mark searches, trade mark registration and legal clearance of names, logos, slogans and brand marks unless Design Penguin expressly agrees to arrange this through a suitable professional.
17.5 Design Penguin does not warrant that a logo, name, slogan or brand asset is available for trade mark registration or free from conflict unless a legal clearance process has been completed by a qualified professional.
18. ARTISTS, ILLUSTRATORS, PHOTOGRAPHERS AND COPY CREATORS
18.1 Design Penguin may commission or licence work from artists, illustrators, photographers, copywriters, writers and other creators.
18.2 Unless otherwise agreed in writing, those creators retain their own rights and the Client receives only the usage rights Design Penguin is permitted to grant.
18.3 The Client must not assume that commissioned or licensed artist work, illustration, photography or copy may be reused beyond the project for which it was supplied.
18.4 Artist work, illustration, photography and copy may be subject to restrictions on duration, territory, media, print run, digital use, packaging, merchandise, resale, sublicensing, adaptation, attribution, exclusivity and commercial exploitation.
18.5 If the Client wants to extend use of any artist work, illustration, photography or copy, the Client must request this in writing before using the material. Additional fees and permissions may be required.
18.6 The Client must not remove or obscure copyright notices, artist credits, copy credits, creator credits, licence references or attribution where these are required.
18.7 Design Penguin may require the Client to credit artists, illustrators, photographers, copywriters, writers or contributors where required by licence, custom, moral rights or written agreement.
18.8 Where applicable, Design Penguin and its contributors reserve the right to be identified as author, designer, illustrator, artist, photographer, copywriter or creator of the Work.
18.9 The Client must not treat Design Penguin’s work or any contributor’s work as anonymous, generic, stock, public domain or free-to-use unless this is expressly confirmed in writing.
19. THIRD-PARTY MATERIALS AND LICENCES
19.1 Third-Party Materials are supplied subject to the relevant third-party licence terms.
19.2 The Client must comply with all third-party licence restrictions.
19.3 Unless expressly agreed in writing, third-party licenses are limited to the use required for the original project and do not include wider commercial use, packaging, merchandise, resale, sublicensing, templates, AI training or use by another organisation.
19.4 The Client is responsible for any additional third-party licence, clearance or fee required for use beyond the original project.
19.5 Design Penguin is not liable for third-party licence breach caused by the Client’s unauthorised use, reuse, adaptation, sublicensing, distribution or wider commercial exploitation.
19.6 Font files are not transferred to the Client unless expressly licensed and supplied in writing. The Client may need its own font licence.
19.7 Stock assets, photography, illustration, icons, templates, software, plugins and themes may have their own licence limits. The Client must not assume these assets can be extracted, reused or supplied to others.
20. SOURCE FILES, WORKING FILES AND EDITABLE MATERIALS
20.1 Source Files and Working Files are not included unless expressly stated in writing.
20.2 Supplying a final print-ready PDF, web image, JPEG, PNG, SVG, packaged print file or live website does not transfer Source Files or Working Files.
20.3 Where Source Files are supplied, they are supplied only for the agreed Permitted Use and do not transfer copyright unless a written assignment is agreed and signed by Design Penguin.
20.4 Design Penguin may charge additional fees for release of Source Files, editable files, templates or production files.
20.5 Design Penguin is not required to supply internal documents, research, rejected concepts, unused designs, notes, sketches, working files, technical methods, software configuration, code repositories, original third-party files, font files or supplier pricing.
20.6 If the Client or a third party edits, adapts or reuses Source Files or Final Deliverables, Design Penguin is not responsible for resulting errors, faults, legal issues, licence breaches or reputational harm.
21. EXHIBITIONS, MUSEUMS, GALLERIES AND INTERPRETATION WORK
21.1 Exhibition, museum, gallery and interpretation work is licensed only for the exhibition, display, venue, project, duration and purpose stated in the quotation or written brief.
21.2 Unless expressly stated in writing, exhibition work does not include rights for retail products, packaging, food or drink products, merchandise, sponsor products, partner products, licensing arrangements, brand collaborations, commercial resale, reproduction by another organisation or use outside the agreed exhibition/display context.
21.3 If a museum, gallery, sponsor, commercial partner, shop, supplier, manufacturer or other third party wishes to use the Work beyond the agreed exhibition/display context, a separate written commercial licence must be agreed before use.
21.4 If the Work includes artist material, illustration, photography, copy or Third-Party Materials, additional creator approval and fees may be required for commercial extension.
21.5 The Client must ensure that its staff, partners, commercial directors, shop teams, sponsors, licensees, agencies, printers and suppliers understand and comply with the agreed Permitted Use.
21.6 Supplying artwork for exhibition production does not grant rights for commercial product production.
22. PACKAGING, MERCHANDISE AND RETAIL PRODUCT USE
22.1 Packaging, merchandise and retail product use are high-value commercial uses and are not included unless expressly stated in writing.
22.2 This includes product labels, food packaging, drink packaging, ingredient packaging, condiment packaging, giftware, clothing, souvenirs, posters for sale, postcards for sale, books for sale, calendars, stationery, digital downloads, licensed products, shop products and partner products
22.3 A separate written licence must state the product type, territory, duration, production quantity or print run, sales channels, licence fee or royalty, attribution requirements, third-party rights and artist fees, approval requirements, whether the licence is exclusive or non-exclusive, and whether sublicensing is allowed.
22.4 No packaging, merchandise or retail product use is permitted unless all required rights have been cleared and Design Penguin has confirmed permission in writing.
23. CONFIDENTIALITY
23.1 Each party must keep confidential information received from the other party confidential and must not disclose it except where necessary for the project or required by law.
23.2 Confidential information includes business information, client lists, pricing, project plans, unpublished designs, concepts, strategies, creative routes, supplier details, technical information and non-public materials.
23.3 Confidentiality does not apply to information already publicly available, independently developed, lawfully obtained from a third party or required to be disclosed by law.
23.4 Design Penguin may share confidential information with its employees, contractors, suppliers and professional advisers where necessary for the project, provided they are under appropriate confidentiality obligations.
24. PORTFOLIO, CASE STUDIES AND PUBLICITY
24.1 Design Penguin may use completed work for portfolio, website, social media, awards, case studies, credentials, presentations and self-promotion unless confidentiality, embargo or non-disclosure has been agreed in writing.
24.2 Design Penguin will take reasonable care not to disclose confidential information in portfolio use.
24.3 If a project is confidential or embargoed, the Client must tell Design Penguin in writing before the project begins.
24.4 The Client must not unreasonably withhold permission for Design Penguin to identify itself as creator or contributor once the work is public.
25. CLIENT-SUPPLIED MATERIALS AND INDEMNITY
25.1 The Client warrants that any materials supplied to Design Penguin are owned by the Client or properly licensed for the intended use.
25.2 Client-supplied materials include text, copy, logos, images, artwork, photographs, video, audio, fonts, brand assets, product information, claims, legal notices, customer data, technical data and files supplied by or on behalf of the Client.
25.3 The Client must indemnify Design Penguin against claims, losses, damages, costs, legal costs and expenses arising from Client-supplied materials, including infringement of copyright, trade mark, design right, moral rights, privacy rights, data protection rights, confidentiality, defamation, passing off, false advertising or breach of law.
25.4 Design Penguin may refuse to work with material that appears unlawful, defamatory, offensive, misleading, infringing, unsafe, discriminatory, confidential without authority, or otherwise unsuitable.
26. WARRANTIES
26.1 Design Penguin will provide services with reasonable care and skill.
26.2 Design Penguin does not warrant that creative work will achieve any particular sales, enquiries, revenue, visitor numbers, awards, press coverage, search ranking, engagement, conversion rate, funding outcome or commercial result.
26.3 Design Penguin does not warrant that work is suitable for regulated use unless the Client has obtained appropriate professional, legal or regulatory approval.
26.4 Design Penguin does not warrant that any name, logo, slogan, design, artwork or campaign is free for trade mark registration unless trade mark clearance has been expressly commissioned and completed.
27. LIABILITY
27.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any liability that cannot lawfully be limited or excluded.
27.2 Subject to clause 27.1, Design Penguin is not liable for indirect loss, consequential loss, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, loss of opportunity, loss of data, reputational damage, third-party claims or business interruption.
27.3 Subject to clause 27.1, Design Penguin’s total liability arising from a project is limited to the fees paid by the Client to Design Penguin for that project.
27.4 Design Penguin is not liable for loss caused by Client error, late approval, inaccurate information, unlawful Client materials, third-party suppliers, hosting providers, platforms, search engines, social media platforms, software updates, plugin failures, domain expiry, account access issues, cyber attack, unauthorised third-party changes or use outside the agreed licence.
27.5 The Client must take reasonable steps to reduce or avoid loss.
28. CANCELLATION, SUSPENSION AND TERMINATION
28.1 The Client may cancel a project by written notice.
28.2 On cancellation, the Client must pay for all work carried out, time spent, materials purchased, third-party costs incurred, supplier commitments, licence costs, project management time and any cancellation charges.
28.3 Design Penguin may suspend or terminate work if the Client fails to pay on time, fails to provide required information, materially changes the brief, behaves abusively or unreasonably, the project becomes unlawful or reputationally harmful, third-party rights cannot be cleared, the Client breaches these Terms, or the Client becomes insolvent or appears unable to pay.
28.4 On termination, all unpaid invoices become immediately due.
28.5 Termination does not affect accrued rights, payment obligations, confidentiality, intellectual property rights, licence restrictions or liability provisions.
29. INSOLVENCY
29.1 If the Client becomes insolvent, enters administration, liquidation, receivership, bankruptcy, has a winding-up petition presented, ceases trading, is unable to pay its debts or appears to Design Penguin to be at material risk of non-payment, Design Penguin may stop work immediately and invoice for all work and costs incurred.
29.2 Any unpaid invoices become immediately due.
30. STORAGE, ARCHIVING AND FILE RETENTION
30.1 Design Penguin is not required to store files indefinitely.
30.2 Design Penguin may archive or delete project files after completion.
30.3 The Client is responsible for keeping safe copies of Final Deliverables supplied to it.
30.4 Retrieval, restoration, conversion, re-supply or amendment of archived files may be charged separately.
30.5 Design Penguin is not liable for loss of files after project completion unless a separate storage or maintenance agreement is in place.
31. FORCE MAJEURE
31.1 Design Penguin is not liable for delay or failure caused by events outside its reasonable control, including illness, fire, flood, extreme weather, power failure, internet failure, cyber attack, supplier failure, platform failure, strike, war, terrorism, pandemic, government action, legal restriction, transport disruption, material shortage or failure of third-party services.
31.2 During such events, Design Penguin may extend deadlines, suspend work or terminate the project if performance becomes impractical.
32. NOTICES
32.1 Notices must be sent by email or post to the addresses last notified by the parties.
32.2 Email notices are deemed received on the next business day after sending unless a delivery failure is received.
32.3 The Client must keep Design Penguin updated with current contact details.
33. DISPUTES
33.1 The parties will first try to resolve disputes through good faith discussion between senior decision-makers.
33.2 If the dispute cannot be resolved, the parties may agree to mediation before court action.
33.3 Nothing prevents Design Penguin from taking urgent action to protect intellectual property, confidential information, unpaid fees or misuse of work.
34. GOVERNING LAW AND JURISDICTION
34.1 These Terms and any contract between Design Penguin and the Client are governed by the laws of England and Wales.
34.2 The courts of England and Wales have exclusive jurisdiction, unless Design Penguin chooses to bring proceedings in another jurisdiction where infringement, misuse or non-payment has occurred.
35. GENERAL
35.1 If any part of these Terms is found to be invalid or unenforceable, the rest will continue to apply.
35.2 Failure by Design Penguin to enforce a right does not waive that right.
35.3 The Client may not transfer its rights or obligations without Design Penguin’s written consent.
35.4 Design Penguin may subcontract or assign its rights and obligations where reasonably necessary for business continuity, project delivery, debt recovery or corporate restructuring.
35.5 Clauses relating to payment, intellectual property, licence restrictions, confidentiality, liability, indemnity, data protection, portfolio rights and dispute resolution continue after completion, cancellation or termination.
