Terms and Conditions

These terms govern the relationship between David Carroll & Co Design Limited (“David Carroll & Co”, “we”, “us”, “our”) and clients who engage us for branding, design, strategy or related services. By instructing us to proceed with work, you agree to these terms.

David Carroll & Co Design Limited is registered in England and Wales. Company number: 09222351. Registered office: 114 Grove Road, London E17 9BY.

Our services

We will provide the services agreed in the project proposal or brief (“the Programme”). The scope, deliverables and timeline will be confirmed in writing before work begins. Any material changes to the agreed scope will be discussed and confirmed in writing, and may affect the fee and timeline.

We may use the services of people other than our own employees and executives when carrying out the Programme.

Approvals

We will submit the Programme to you for approval, along with cost estimates, before proceeding. Your written approval of estimates, drafts and layouts authorises us to commission production, prepare materials and enter into contracts with third parties on that basis.

You may request changes or cancellations to work in progress and we will take all reasonable steps to comply, provided we can do so without incurring costs from existing commitments to third parties.

Fees and payment

Our fees are set out in the project proposal and are exclusive of VAT, which will be added at the applicable rate. Unless agreed otherwise, we invoice in stages: typically a deposit at the start of the project, with the balance due on completion or at agreed milestones.

Invoices are due within 14 days of the invoice date. If you identify any discrepancy on an invoice, you must notify us in writing within 7 days of the invoice date.

If an invoice is not settled by the due date, interest will accrue at the statutory rate of 8% per annum above the Bank of England base rate (as set under the Late Payment of Commercial Debts (Interest) Act 1998), calculated on a daily basis from the due date, without reminder and without prejudice to any other rights we may have. We also reserve the right to suspend work until outstanding invoices are paid. Any costs or charges incurred by us to third parties as a result of your late payment will be invoiced to you and payable immediately.

You may not withhold or deduct payment from any invoice, including where a dispute exists in relation to that invoice or any other matter.

For projects with a duration of more than 12 months, fees will be reviewed annually on the anniversary of the project start date.

Third-party costs

Any third-party costs incurred on your behalf — such as photography, illustration, printing, font licences or stock imagery — will be agreed with you in advance and charged at cost plus a handling charge of 15%. We may require advance payment on account for any significant disbursements.

Intellectual property

All creative work produced during a project — including concepts, designs, artwork, copy and all other materials (“the Rights”) — remains the intellectual property of David Carroll & Co until full payment has been received.

On receipt of full payment, and subject to your compliance with all obligations under these terms, ownership of the final agreed deliverables transfers to you. We retain the right to use the work in our portfolio, case studies, and promotional materials unless otherwise agreed in writing.

Preliminary concepts, rejected routes, working files, and any materials produced in an unsuccessful competitive pitch remain the property of David Carroll & Co and may not be used by you.

Client responsibilities

You agree to provide accurate briefs, information, feedback and approvals in a timely manner. You are responsible for checking all materials prepared by us for accuracy, and for informing us promptly if any work is inaccurate, misleading or likely to give rise to legal issues. Delays caused by late feedback or approval may affect the project timeline and could incur additional fees.

You confirm that any materials, content or assets you provide to us do not infringe the intellectual property rights of any third party. You agree to indemnify us against any loss, claims or expenses arising from materials approved by you, any cancellation or amendment of the Programme, or the acts or omissions of you and your employees or agents.

Confidentiality

We treat all client information as confidential and will not disclose it to third parties without your consent, except where required by law or where it enters the public domain other than through a breach of these terms. We ask that you treat our processes, pricing, unreleased work and Confidential Information in return.

Non-solicitation

You agree not to seek to recruit or entice away any employee of ours who has worked on your project, for a period of 1 year following completion or termination of the project.

Cancellation and termination

Either party may terminate the engagement by giving not less than 8 weeks’ written notice. Our respective rights, duties and responsibilities continue in full force during the notice period, and fees remain payable throughout.

On termination, you remain liable for all sums due in respect of work completed up to and including the end of the notice period. The termination does not affect any rights or remedies either party has in respect of any prior breach of these terms.

Force majeure

We shall not be liable for any failure or delay in performing our obligations where such failure or delay results from events outside our reasonable control. In such circumstances we are entitled to extend delivery or performance timelines by a period equivalent to that during which performance was prevented.

Limitation of liability

Our total liability to you in connection with any project will not exceed the total fees paid by you for that project. We are not liable for any indirect or consequential loss, including loss of profit or reputational damage, however caused.

Governing law

These terms are governed by the laws of England and Wales. Any disputes will be subject to the exclusive jurisdiction of the English courts.

Changes to these terms

We may update these terms from time to time. The current version will always be available on this page. These terms were last updated in March 2026.

If you have any questions about these terms, please contact us at hello@davidcarrollandco.com.