Version 3.0 – October 2026
1.1 In these Terms & Conditions:
Agreement means the agreement between the Company and the Client comprising the relevant Proposal, Work Authorisation Sheet and these Terms & Conditions.
Charges means the fees, costs and expenses payable by the Client for the Services, as set out in the Proposal, Work Authorisation Sheet or otherwise agreed in writing.
Client means the person, company or organisation purchasing the Services from the Company.
Company means Big Bear Creative Ltd, registered in England and Wales under company number 10742577, with its registered office at 1 Turnpike Close, Needingworth, Cambridgeshire PE27 4AF.
Deliverables means the final work, materials or outputs that the Company has agreed to provide to the Client as part of the Services.
Proposal means any proposal, quotation, scope of work or similar document issued by the Company describing the Services, Deliverables, Charges or project arrangements.
Services means the strategy, consultancy, branding, design, marketing, website, search, advertising, content, creative or other services agreed between the Company and the Client.
Supplied Material means any information, copy, images, data, designs, intellectual property, access credentials or other materials supplied by or on behalf of the Client for use in providing the Services.
Third-Party Services means any software, platform, hosting provider, advertising platform, AI service, stock asset, font, plugin or other third-party product or service used in connection with the Services.
Work Authorisation Sheet means the document, digital acceptance or other written authorisation by which the Client accepts the Proposal and these Terms & Conditions.
1.2 References to writing include email and other forms of written electronic communication.
1.3 Words in the singular include the plural and vice versa where appropriate.
1.4 Section headings are for convenience only and do not affect interpretation of the Agreement.
2.1 The Company will provide the Services described in the relevant Proposal and/or Work Authorisation Sheet, subject to these Terms & Conditions.
2.2 The Agreement will take effect when the Client accepts the Proposal and these Terms & Conditions in writing, including by signing or digitally accepting a Work Authorisation Sheet.
2.3 The Client will provide all information, materials, access, feedback, approvals and instructions reasonably required by the Company to provide the Services.
2.4 The Client is responsible for ensuring that information and materials it supplies are accurate, complete, suitable for their intended use and provided in sufficient time to meet the agreed project schedule.
2.5 The Company may make reasonable changes to the way the Services are delivered where necessary to comply with legal, regulatory, technical or platform requirements, provided those changes do not materially alter the agreed scope.
3.1 The Services and Deliverables included in the Agreement will be those described in the Proposal, Work Authorisation Sheet or otherwise agreed in writing.
3.2 Any work requested by the Client which falls outside the agreed scope may be subject to additional Charges. The Company will notify the Client where reasonably practicable before undertaking material additional work.
3.3 Where a project includes a specified number of concepts, revisions, meetings, workshops or rounds of amendments, additional requirements beyond those included in the agreed scope may be charged separately.
3.4 Significant changes to the Client's brief, requirements, objectives or previously approved work may require the scope, Charges and/or timetable to be revised.
3.5 The Company is not responsible for services or Deliverables which are not expressly included within the agreed scope.
3.6 Where additional Services are requested, these may be agreed by email, revised Proposal, additional Work Authorisation Sheet or other written agreement between the parties.
4.1 The Client will pay the Charges at the times and stages specified in the Proposal, Work Authorisation Sheet or other written agreement between the parties.
4.2 Unless otherwise agreed in writing, invoices are payable within 14 days of the invoice date.
4.3 Ongoing or recurring Services may be invoiced in advance of the period in which the Services will be delivered. Unless otherwise agreed, monthly Services will normally be invoiced approximately two weeks in advance and will be subject to the Company's standard 14-day payment terms.
4.4 Unless otherwise stated in the Proposal, Work Authorisation Sheet or otherwise agreed in writing, larger project-based Services, including branding and website projects, will normally require a 50% upfront payment before work begins, with the remaining 50% payable on completion and before final files, assets or website launch or handover. Smaller one-off projects may instead be invoiced in full on completion.
4.5 Where the Agreement provides for final payment before release, launch or handover, the Company will not be required to:
a. release final artwork, high-resolution files or other final Deliverables;
b. transfer or release website ownership, access or assets;
c. publish, launch or make a website or other digital service live; or
d. complete any other agreed final handover,
until the relevant Charges have been paid in full.
4.6 Where an invoice becomes overdue, the Company may suspend some or all Services and withhold further work, Deliverables, launches or handovers until all overdue amounts have been paid.
4.7 Any suspension under clause 4.6 does not relieve the Client of its obligation to pay outstanding Charges and will not constitute a breach of the Agreement by the Company. Any project timetable or delivery dates may be adjusted to reflect the period of suspension and the Company's subsequent availability.
4.8 Where applicable, the Company reserves the right to charge statutory interest, compensation and reasonable recovery costs in relation to overdue commercial debts in accordance with applicable legislation.
4.9 The Client will pay any additional Charges agreed for work outside the original scope, including Charges arising from Client-requested changes, delays, additional work or other requirements attributable to the Client.
4.10 All payments must be made in Pounds Sterling unless otherwise agreed in writing.
5.1 The Client will provide information, materials, access, feedback, approvals, instructions and decisions reasonably required by the Company to provide the Services.
5.2 Unless otherwise agreed, feedback should be consolidated and provided by the Client's nominated decision-maker or project contact.
5.3 The Client is responsible for ensuring that appropriate internal stakeholders and decision-makers are involved where necessary and that approvals provided to the Company are authorised.
5.4 Delays in receiving information, materials, access, feedback, approvals or decisions may result in corresponding changes to project timescales.
5.5 Where a project is materially delayed or paused by the Client, the Company cannot guarantee that the original project schedule or resource availability can be maintained and may reschedule the remaining work according to its next reasonable availability.
5.6 Where a project remains inactive due to the Client for an extended period, the Company may invoice for work completed and costs incurred to date and may require a revised timetable and, where appropriate, revised Charges to be agreed before work recommences.
5.7 Where work has previously been approved by the Client and subsequent changes require that approved work to be revisited or redone, the Company may treat that work as additional Services.
6.1 The Company will provide the Services with reasonable care and skill.
6.2 Any project timescales or delivery dates are estimates unless expressly agreed otherwise in writing and may depend upon the Client meeting its own responsibilities under the Agreement.
6.3 The Company does not guarantee any particular commercial, marketing, advertising, search, sales, lead-generation, ranking, traffic, conversion or other performance outcome unless expressly agreed in writing.
6.4 Recommendations, forecasts, research, analysis and strategic advice are based on information reasonably available at the time and the Company's professional judgement.
6.5 The Client remains responsible for its own business and commercial decisions, including decisions made following advice or recommendations provided by the Company.
7.1 The Company may use or recommend Third-Party Services where reasonably required to deliver the Services.
7.2 Third-Party Services may be subject to their own terms, licences, fees, availability, functionality and usage restrictions. Where appropriate, the Client will be responsible for accepting and complying with those terms.
7.3 The Company is not responsible for changes, restrictions, price increases, outages, security incidents, discontinuation, loss of functionality or other acts or omissions of a third-party provider which are outside the Company's reasonable control.
7.4 Where the Company purchases or manages a Third-Party Service on behalf of the Client, any applicable third-party costs will be payable by the Client in accordance with the Agreement.
7.5 Where a Third-Party Service requires an ongoing licence, subscription, hosting arrangement or account after completion of the Services, responsibility for ongoing payment and maintenance will rest with the Client unless the Agreement expressly states otherwise.
7.6 Any ongoing website maintenance, hosting, support, search, advertising or other recurring Services provided by the Company will be subject to the scope and Charges agreed for those Services.
7.7 The Company may assist the Client with third-party providers where reasonably appropriate but may charge for additional time required where such assistance falls outside the agreed scope.
8.1 Intellectual property rights in Supplied Material will remain with the Client or the relevant third-party owner.
8.2 The Client warrants that it has the necessary rights and permissions for the Company to use Supplied Material in providing the Services and that such use will not knowingly infringe the rights of any third party.
8.3 Unless otherwise agreed in writing, ownership of intellectual property rights owned by the Company in the final Deliverables created specifically for the Client will transfer to the Client only after all Charges relating to those Deliverables have been paid in full.
8.4 Until payment has been received in full, the Client may not use, reproduce, modify, distribute or commercially exploit Deliverables supplied for review or approval unless the Company agrees otherwise.
8.5 The Company retains ownership of its pre-existing intellectual property and of its methodologies, processes, systems, templates, tools, know-how, working files and other materials developed independently of the Client project.
8.6 Unless expressly included within the agreed Deliverables, editable working files, source files, development files, internal notes and other production materials are not required to be supplied to the Client.
8.7 Concepts, designs, creative routes or other work developed but not selected as final Deliverables remain the property of the Company unless otherwise agreed in writing.
8.8 Where Deliverables incorporate third-party intellectual property, including fonts, stock imagery, software, plugins or licensed assets, those elements remain subject to the relevant third-party licence and do not transfer to the Client beyond the rights permitted by that licence.
8.9 Unless otherwise agreed in writing, the Company may display work, concepts and ideas created as part of the Services in its portfolio, website, social media, credentials, case studies, awards submissions and other promotional materials. This right applies whether or not the work is ultimately implemented or the project proceeds to completion.
8.10 The Company will take reasonable care not to disclose Client confidential or commercially sensitive information when exercising its rights under clause 8.9.
8.11 Where the Client has notified the Company in advance of a genuine confidential launch, embargo or other commercially sensitive publication date, the Company will not publicly display the relevant work before that date without the Client's permission.
9.1 Each party will keep confidential any non-public information received from the other party which is identified as confidential or which a reasonable person would understand to be confidential given its nature or the circumstances in which it was disclosed.
9.2 Confidential information may be used only as reasonably necessary to perform or receive the Services.
9.3 Either party may disclose confidential information to its employees, contractors, professional advisers or service providers where they reasonably need access to that information, provided appropriate confidentiality obligations or safeguards apply.
9.4 The confidentiality obligations in this section do not apply to information which:
a. is or becomes publicly available other than through breach of the Agreement;
b. was lawfully known to the receiving party before disclosure;
c. is lawfully received from another source without restriction; or
d. must be disclosed by law, regulation or court order.
9.5 The obligations in this section will continue after termination or completion of the Agreement.
10.1 Each party will comply with applicable data protection and privacy legislation in relation to personal data processed in connection with the Services.
10.2 Where the Company processes personal data on behalf of the Client, each party will provide reasonable cooperation to ensure that appropriate data-processing arrangements are in place where required by law.
10.3 The Client is responsible for ensuring that it has an appropriate lawful basis for providing personal data to the Company where such data is required for the Services.
10.4 The Company may use appropriate third-party systems and service providers to store, process or manage information in connection with the Services, subject to applicable data-protection requirements.
11.1 The Company may use artificial intelligence, automation and other technology-assisted tools in the operation of its business and as part of its delivery of the Services.
Such tools may support activities including research, analysis, ideation, organisation and summarisation of information, planning, administration, reporting, content and language development, creative development, technical work, data analysis and production efficiency.
11.2 AI-assisted tools are used to support, rather than replace, the Company's professional judgement. The Company remains responsible for the strategic, creative and professional decisions it makes and for appropriately reviewing Deliverables before they are supplied to the Client.
11.3 The Company will take reasonable steps to use AI and other technology-assisted tools responsibly and appropriately, including considering confidentiality, data protection, security and intellectual property when determining what information may be processed using such tools.
11.4 The Company will not knowingly submit Client confidential information or personal data to publicly accessible AI tools for the purpose of training publicly available AI models, except where expressly agreed with the Client or where appropriate contractual and data-protection safeguards are in place.
11.5 The Client acknowledges that appropriate use of AI, automation and other technology-assisted tools may form part of the Company's professional and operational workflows and that such use does not transfer the Company's responsibility for the Services or Deliverables.
11.6 Where the Client has specific contractual, regulatory, security, confidentiality or procurement requirements concerning the use of AI or particular technology providers, the Client must notify the Company before commencement of the relevant Services.
12.1 Nothing in the Agreement excludes or limits either party's liability where it would be unlawful to do so.
12.2 Subject to clause 12.1, the Company will not be liable for loss of profit, loss of business or any indirect or consequential loss arising out of or in connection with the Services.
12.3 Subject to clause 12.1, the Company's total liability arising under or in connection with the Agreement will not exceed the Charges payable for the relevant Services.
12.4 The Company will not be liable for delays or failure to perform its obligations caused by circumstances beyond its reasonable control.
12.5 The Company does not provide warranties in relation to Third-Party Services beyond any rights or warranties made available by the relevant third-party provider.
13.1 Termination for breach
Either party may terminate the Agreement by giving written notice if the other party commits a material breach of the Agreement and, where that breach can be remedied, fails to remedy it within 14 days of receiving written notice requiring it to do so.
13.2 Termination for insolvency
Either party may terminate the Agreement immediately by written notice if the other party becomes insolvent, enters into liquidation, has an administrator, receiver or similar officer appointed over any of its assets, makes an arrangement with its creditors, ceases or threatens to cease trading, or is unable to pay its debts as they fall due.
13.3 Ongoing Services
Where the Agreement relates to ongoing or recurring Services, including maintenance, hosting, support, SEO, PPC, marketing retainers or other monthly or continuing Services, either party may terminate those Services by giving not less than three months' written notice, unless a different notice period is specified in the relevant Agreement.
13.4 Termination by the Company
Without affecting any other right or remedy, the Company may terminate the Agreement or any ongoing Services by giving the Client not less than 30 days' written notice.
13.5 Suspension or immediate termination
The Company may suspend or terminate Services immediately by written notice where:
a. an invoice remains unpaid after its due date;
b. the Client repeatedly or materially fails to provide information, approvals, access or instructions reasonably required to deliver the Services;
c. the Client acts in a way which, in the Company's reasonable opinion, is abusive, inappropriate, unlawful or materially detrimental to the Company, its staff or contractors; or
d. the Company reasonably considers that the working relationship has broken down to the extent that it is no longer appropriate or practical to continue providing the Services.
13.6 Consequences of termination
On termination:
a. the Client must pay all outstanding invoices and Charges for Services provided up to the termination date;
b. the Client must pay for work in progress, time incurred, materials ordered and non-cancellable third-party costs, committed media spend or supplier charges incurred on its behalf;
c. the Company may stop work immediately;
d. the Company is not required to release final files, transfer assets, provide handover assistance or assign intellectual property rights until all sums due have been paid; and
e. provisions intended to continue after termination will remain in force.
13.7 Termination does not entitle the Client to a refund for Services already supplied, work completed or committed third-party costs unless otherwise agreed in writing.
14.1 Independent Contractor
The Company provides the Services as an independent contractor and nothing in the Agreement creates an employment, partnership, joint venture or agency relationship between the parties.
14.2 Entire Agreement
The Proposal, Work Authorisation Sheet and these Terms & Conditions constitute the entire Agreement between the parties in relation to the relevant Services and supersede previous discussions or understandings relating to those Services.
14.3 Variations
Any material variation to the Agreement must be agreed in writing by the parties.
14.4 Assignment
Neither party may assign or transfer its rights or obligations under the Agreement without the written consent of the other party, except where otherwise permitted by law.
14.5 Notices
Any formal notice under the Agreement must be given in writing and sent to the registered office, principal business address or email address normally used for formal correspondence by the relevant party.
14.6 Waiver
A failure or delay by either party in exercising a right under the Agreement does not constitute a waiver of that right.
14.7 Severability
If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions will continue in force so far as legally possible.
14.8 Dispute Resolution
If a dispute arises in connection with the Agreement, the parties will first use reasonable efforts to resolve the matter through good-faith discussions between appropriate representatives of each party.
If the dispute cannot be resolved through those discussions, either party may pursue any remedy available to it under the Agreement or applicable law.
14.9 Governing Law and Jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it will be governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
Big Bear Creative Ltd
Terms & Conditions - Version 3.0
Published and valid from 7th October 2026
Big Bear Creative
Allia Future Business Centre
King’s Hedges Road
Cambridge
CB4 2HY
Call: 01223 776090
Email: hello@bigbearcreative.co.uk
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