(Business Clients Only)

1. Definitions

“Proposal” means any written proposal, quotation, subscription agreement or statement of work issued by Connexxions.

“Services” means the services described in the Proposal.

“Deliverables” means the final work product specified in the Proposal.

“CSS” means a Creative Services Subscription.

“Fees” means the charges set out in the Proposal.

“Pre-Existing Materials” means materials owned by either party prior to commencement of the Services.

“Client Materials” means all materials, information and content supplied by the Client.

2. Formation of Contract

1. A binding contract is formed when the Client signs the Proposal, confirms acceptance in writing, pays a deposit or first invoice, or instructs Connexxions to commence work.
2. The Proposal and these Terms together constitute the entire agreement.
3. Any Client terms are excluded unless expressly agreed in writing.

3. Scope of Services

1. Connexxions will provide the Services described in the Proposal using reasonable skill and care.
2. Any work outside the agreed scope constitutes a variation and may result in additional Fees.
3. Timelines are estimates unless expressly stated as fixed milestones.

4. Creative Services Subscriptions (CSS)

1. Where Services are delivered under a CSS, the Client agrees to a fixed monthly Fee and resource allocation aligned to the agreed subscription level.
2. CSS arrangements provide access to capacity, not guaranteed specific outputs.
3. Excess work may be treated as a Special Project and quoted separately.
4. CSS agreements renew monthly unless otherwise agreed and may be terminated on 30 days’ written notice unless a minimum term applies.
5. Where a Proposal specifies a minimum term or a fixed number of monthly payments, that commitment applies and is payable in full even where notice is given before the end of the term.

5. Fees and Payment

1. Fees are payable as set out in the Proposal and VAT is payable where applicable.
2. Payment terms are 14 days from invoice unless otherwise stated.
3. Connexxions may suspend Services for non-payment and charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4. Deposits are non-refundable once work has commenced.
5. Fees are payable in GBP unless otherwise agreed in writing.
   The Client is responsible for any withholding taxes imposed in its jurisdiction.
6. Where payment is made from outside the UK, the Client bears all transfer charges and currency conversion costs, so that Connexxions receives the full invoiced amount in GBP.

6. Variations

1. Any variation must be agreed in writing and may result in additional Fees and revised timelines.

7. Client Responsibilities

1. The Client shall provide accurate materials, hold necessary rights, provide timely feedback, and nominate an authorised contact.
2. Delays in approvals or materials may extend timelines and result in additional Fees.

8. Acceptance

1. The Client shall review Deliverables within 10 working days of delivery.
2. If no written notice of material defects is received within that period, Deliverables shall be deemed accepted.

9. Intellectual Property

1. Pre-Existing Materials remain the property of the originating party.
2. Subject to payment in full of the invoice covering them, Connexxions assigns intellectual property rights in the final Deliverables specified in that invoice. Where work is invoiced in stages, rights in each Deliverable transfer only on full payment of the invoice covering it. Until then, all rights remain with Connexxions.
3. Connexxions retains ownership of working files, drafts, unselected concepts, templates, frameworks and methodologies.
4. Connexxions may display completed Deliverables for portfolio purposes unless agreed otherwise.

10. Data Protection

1. Each party shall comply with UK data protection legislation.
2. Where Connexxions processes personal data on behalf of the Client, it acts as data processor only and processes data in accordance with documented instructions.

11. Confidentiality

1. Each party shall keep confidential information confidential and not disclose it without consent.
2. This obligation survives termination for five years, or indefinitely for trade secrets.

12. Warranties

1. Connexxions warrants that Services will be performed with reasonable skill and care.
2. The Client warrants that it holds rights to all Client Materials.

13. Limitation of Liability

1. Nothing excludes liability for death or personal injury caused by negligence, fraud, or liabilities that cannot legally be excluded.
2. Total aggregate liability shall not exceed the total Fees paid under the relevant Proposal.
3. Connexxions shall not be liable for indirect or consequential loss, including loss of profit or business opportunity.

14. Termination

1. Either party may terminate for material breach not remedied within 14 days of notice.
2. On termination, all Fees for work performed become immediately payable.

15. Force Majeure

1. Connexxions shall not be liable for delay or failure caused by circumstances beyond reasonable control.

16. Governing Law

1. This agreement is governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.