Terms and conditions for a branding and design agency

A branding agency creates something the client will put on everything, and the terms have to decide who owns it, who checked whether anyone else already owned something like it, and who pays when print goes out with an error the client approved. They also have to limit revisions and keep the concepts the client did not choose. I draft those terms for a fixed fee of £995, delivered in five working days.

Who this is for

Branding, identity, graphic design and packaging design agencies in England and Wales working for business clients on brand projects, campaigns and ongoing design support. These are business-to-business terms.

What matters in design agency terms

Concepts, revisions and approval

The terms should set the stages of a project (discovery, concepts, development, artwork), the number of concepts and revision rounds included at each stage, and that further rounds or a change of direction after a stage is approved are charged. The client's approval at each stage should be in writing, and the terms should say that approved artwork is the client's responsibility to check: spelling, numbers, addresses and legal wording are the client's to sign off.

Ownership, unused concepts and the agency's tools

Under the Copyright, Designs and Patents Act 1988 the agency owns its designs until it assigns them. The terms should pass ownership of the final, approved identity to the client on payment in full, keep concepts the client did not choose and the agency's tools, templates and processes with the agency, and give the agency a portfolio right. A client who asks for the working files and the rejected routes is asking for more than they bought.

Trade marks and clearance

A design is not a trade mark, and registration and infringement are governed by the Trade Marks Act 1994. The terms should say that the agency does not search or clear names, logos or straplines for conflicts with existing marks unless that service is expressly agreed, that clearance and registration are the client's responsibility through their own advisers, and that the agency's warranty covers its own original work rather than the availability of a name. That clause matters most when a rebrand draws a complaint from another company.

Fonts, stock, print and third parties

Fonts, stock images, illustrations and photography are licensed by their owners on their own terms, and the terms should say which licences are included, which the client must buy, and that the client may not use assets beyond the licence. Print, signage and manufacture are third-party services: the terms should say that the agency manages them as the client's agent or passes on the cost with a handling charge, that proofs approved by the client are final, and that errors in approved proofs are the client's cost.

Fees, liability and exit

Fees are staged, invoiced at milestones or monthly for retained work, with interest and fixed compensation on late payment under the Late Payment of Commercial Debts (Interest) Act 1998 and a right to suspend. Liability should be capped at a figure matching the agency's insurance, with consequential loss excluded, tested for reasonableness under the Unfair Contract Terms Act 1977. On exit, paid-for deliverables are supplied in the agreed formats; unpaid work stays with the agency.

What it costs

Customer or supplier terms and conditions, £995. One set of terms, customer-facing or supplier-facing, drafted for your business. Five working days.

Review of your existing terms, £495. You already have terms and want them checked and brought up to date. Returned marked up with my amendments and an explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the terms and conditions drafting page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A full set of bespoke terms drafted for your business, reflecting the legal requirements that apply to your business and sector
• A note in plain English explaining the terms I have drafted for you
• Liability, payment, termination and IP provisions that protect your position and are drafted to withstand scrutiny from the other side
• Guidance on how to incorporate the terms properly
• Your questions and comments answered by email or phone
• One round of amendments to finalise the terms ready for use

What is not included

• Negotiating your terms with individual customers (I am happy to quote for this as an additional service if required)
• Sector-specific regulatory compliance beyond the contract terms themselves
• Website privacy notice and cookie compliance, which I quote separately
• Terms governed by the law of another country
• Tax advice

Questions I am often asked

The client's new name turned out to be someone's registered trade mark. Are we liable?

If the terms say that trade mark clearance is the client's responsibility and not part of the service unless agreed, and your warranty is limited to the originality of your own work, the exposure is the client's. Offer clearance as a separate, priced service if you want to provide it.

The client wants the concepts we presented but they rejected. Do they own them?

If the terms transfer only the chosen, approved identity on payment, the rejected concepts remain the agency's. Say so before the presentation, not after.

Ten thousand leaflets went out with a wrong date the client approved. Who pays?

If the terms make the client responsible for checking approved proofs and say that print errors in approved artwork are the client's cost, the client. The proof approval record is what settles it.

Related guidance and services

• Terms and conditions drafting, £995, the service this page describes
• Contract review, £495
• Terms and conditions for a freelance graphic designer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.