Terms & Conditions of Business

Soyo Design and Marketing Ltd — Company No. 14339190 — Registered in England & Wales

Last updated: 21st July 2026

These are our standard Terms & Conditions of Business, which apply to every project. The key points: 50% deposit for quoted work, 14-day invoice terms, two rounds of revisions included, and finished artwork is yours once paid in full. Full details below.

These Terms & Conditions (“Terms”) govern all design, branding, print, web and marketing services provided by Soyo Design and Marketing Ltd (“Soyo”, “we”, “us”, “our”) to any client (“you”, “the Client”). By instructing Soyo to carry out work, whether via a signed proposal, a written quote, an email confirmation, or a verbal agreement followed by a deposit payment, you agree to be bound by these Terms. Any bespoke terms agreed in writing for a specific project take precedence over these Terms where they conflict.

1. Definitions

  • “Project” means any piece of design, branding, print, web design, social media management or marketing work agreed between Soyo and the Client.
  • “Deliverables” means the final artwork, files, designs or other output produced by Soyo for the Project.
  • “Working Files” means native, editable source files (e.g. Adobe Illustrator, InDesign or Photoshop files) used to produce the Deliverables.
  • “Quote” means a written estimate of fees provided by Soyo prior to commencing a Project.

2. Quotes, Proposals & Acceptance

All Quotes are valid for 30 days from the date of issue unless stated otherwise. A Project is only confirmed once the Client has accepted the Quote in writing (including by email) and, where a deposit is required, that deposit has been received. Soyo reserves the right to revise a Quote where the Client changes the brief, scope, or requirements after the Quote has been issued.

3. Fees & Payment Terms

Deposit: For quoted Projects, a deposit of 50% of the total fee is payable before work begins. The remaining balance is invoiced on completion of the Project, prior to final files being released to the Client.

Invoice terms: Unless otherwise agreed in writing, all invoices are payable within 14 days of the invoice date.

Late payment: If an invoice remains unpaid 30 days after the invoice date, Soyo reserves the right to charge a flat administrative fee of £50 on reissue of the invoice. This is in addition to, and does not replace, Soyo’s statutory right under the Late Payment of Commercial Debts (Interest) Act 1998 to charge interest on overdue commercial debts at 8% per annum above the Bank of England base rate, plus fixed statutory compensation, both accruing from the original due date until payment is received in full.

Non-payment: Soyo reserves the right to pause work, withhold Deliverables, and suspend or terminate any Project where payment is overdue.

Ongoing/retainer services: For social media management, newsletter management or other ongoing retainer services, fees are billed monthly in advance and are subject to the notice period set out in Clause 13.

4. Revisions & Amendments

Each Project includes two rounds of revisions as standard, to be requested within a reasonable timeframe of Deliverables being shared. Revision requests should be consolidated and provided in a single round of feedback wherever possible. Any further revision rounds, or requests that go beyond the originally agreed brief, will be quoted separately and charged at Soyo’s standard hourly rate or as an agreed fixed fee before the additional work begins.

5. Changes to Scope

If the Client changes the brief, requirements or deliverables partway through a Project, this may be treated as a change in scope. Soyo will notify the Client where this is the case and provide an estimate of any additional cost or time impact before proceeding. Additional work arising from a change in scope is charged at Soyo’s standard hourly rate unless a fixed fee is agreed in advance.

6. Cancellation & Refunds

Either party may cancel a Project by providing written notice. Where a Client cancels a Project after the deposit has been paid, Soyo will invoice for time and work already completed up to the point of cancellation, and refund any remaining balance of the deposit. No refund will be given for work already completed, and any third-party costs already incurred on the Client’s behalf (e.g. stock imagery, print costs, domain or hosting fees) are non-refundable.

7. Intellectual Property & Copyright

Ownership on payment: Copyright and ownership of the final Deliverables transfers to the Client only once Soyo has received payment in full for the Project. Until full payment is received, all rights in the work remain the property of Soyo, and the Client may not use, publish, reproduce or distribute the Deliverables.

Working Files: The Client receives final, flattened output files as standard (e.g. print-ready PDF, JPEG, PNG, or equivalent). Native, editable Working Files (e.g. Illustrator, InDesign, Photoshop source files) are not included as standard and remain the property of Soyo unless separately purchased and agreed in writing.

Pre-existing IP: Soyo retains ownership of any pre-existing tools, templates, frameworks, code libraries or design elements used in delivering the Project that were not created specifically for the Client.

Client-supplied materials: The Client warrants that any logos, images, text, trademarks or other materials they supply to Soyo for use in a Project are either owned by the Client or properly licensed for that use, and the Client agrees to indemnify Soyo against any claim arising from the use of such materials.

8. Portfolio & Self-Promotion Rights

Unless the Client requests otherwise in writing (for example, where a Project is confidential or under embargo), Soyo retains the right to display completed work in its portfolio, on its website, in case studies, and across its social media and marketing channels, for the purposes of promoting its business.

9. Third-Party Assets & Licensing

Where a Project requires third-party assets such as stock photography, illustrations, or licensed fonts, responsibility for the cost and licensing of these assets will be agreed on a Project-by-Project basis and confirmed in writing before they are purchased or used. The Client is responsible for ensuring continued compliance with any licence terms for assets used in their ongoing business activities after the Project is delivered.

10. Confidentiality

Both parties agree to keep confidential any non-public information disclosed by the other in connection with a Project, including business plans, pricing, designs, and internal materials, and not to disclose such information to third parties without consent, except where required by law. This obligation continues after the completion or termination of a Project.

11. Liability

Soyo will carry out all work with reasonable skill and care. To the fullest extent permitted by law, Soyo’s total liability to the Client in connection with any Project, whether in contract, tort or otherwise, is limited to the total fees paid by the Client for that Project. Soyo is not liable for any indirect, consequential, or special loss, including loss of profits, revenue, or business opportunity. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

12. Force Majeure

Soyo will not be liable for any delay or failure to perform its obligations where this is caused by circumstances beyond its reasonable control, including but not limited to illness, IT or hosting outages, power failures, industrial action, or other events of force majeure. Soyo will notify the Client as soon as reasonably possible and agree a revised timeline where affected.

13. Ongoing & Retainer Services

For Clients receiving ongoing services on a retainer basis (such as social media management or newsletter management), either party may end the arrangement by providing 30 days’ written notice. Fees for the notice period remain payable in full, and any work completed up to the end of the notice period will be delivered as normal.

14. Data Protection

Soyo will process any personal data provided by the Client in accordance with UK data protection law, including the UK GDPR and the Data Protection Act 2018, and only for the purposes of delivering the agreed Project or services.

15. General

Subcontracting: Soyo may, at its discretion, engage trusted subcontractors or freelancers to assist in delivering a Project, while remaining responsible for the quality and delivery of the work to the Client.

Entire agreement: These Terms, together with any Quote or proposal accepted by the Client, form the entire agreement between the parties for the Project and supersede any prior discussions or agreements on the same subject.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

Governing law: These Terms are governed by the laws of England and Wales, and both parties submit to the exclusive jurisdiction of the courts of England and Wales.

16. Contact

Any questions about these Terms should be directed to:

Gary – Soyo Design and Marketing Ltd
Email: gary@soyodesign.co.uk
Phone: +44 7538 518 593
Web: soyo.design