Terms and Condition
Last Updated: 16/01/2025
These Terms and Conditions (“Terms”) govern the provision of services by The Next Layer (the “Agency”), a project by Ourfires LTD (the “Company” or “we”), a company registered in the United Kingdom, to you (“Client” or “you”). By engaging our services, you agree to be bound by these Terms.
1. Definitions
For purposes of these Terms, the following definitions apply:
“Agency Tools”
All design tools developed and/or utilized by Agency in performing the Services, including without limitation pre-existing and newly developed software (including source code), web authoring tools, type fonts, application tools, and general non-copyrightable concepts such as design architecture, layout, navigation, and functional elements.
“Preliminary Works”
All creative content—such as concepts, sketches, drafts, visual presentations, or other alternate or preliminary designs—developed by Agency. These materials may or may not be shown or delivered to Client for consideration but do not form part of the Final Deliverables.
“Working Files”
All underlying digital files and work product Agency uses to create Preliminary Works or Final Works, other than the final output format comprising the Final Deliverables (e.g., layered design files, raw video footage, or other editable source files).
“Final Deliverables”
The final, polished work product (e.g., finalized design files, branding assets, or marketing materials) provided by Agency to Client and accepted by Client as complete.
“Client Materials”
All text, images, fonts, brand assets, or other content provided by Client for inclusion in the Deliverables.
“Services”
All creative services or consulting provided by Agency, including but not limited to branding, product design, marketing materials, and related deliverables.
2. Scope of Services
2.1 Packages
Agency provides branding, product design, and marketing design packages, as outlined in any relevant statements of work (“SOW”) or project proposals. Each project’s scope, timeline, and fees will be described in that documentation.
2.2 Project Timeline
Agency and Client will jointly establish timelines, which may be adjusted for revisions, scope changes, or Client delays.
3. Acceptance of Terms
3.1 Implicit Acceptance
By paying the required Deposit or otherwise engaging Agency to perform the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
3.2 Modifications
Agency reserves the right to update or modify these Terms. Updates will be posted on our website; continued use of our Services after such posting constitutes acceptance of the revised Terms.
4. Payment Terms
4.1 Fees and Deposits
A 50% Deposit is required to begin work.
The remaining 50% (Balance) is due upon completion of the project, prior to handover of Final Deliverables.
4.2 Invoices and Due Dates
Agency will issue invoices for the Deposit and for the Balance upon completion.
Payment terms are Net 14 from the date of each invoice.
4.3 Late Payments & Interest
Any overdue amounts shall accrue interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower.
Agency reserves the right to suspend or withhold Services and/or Deliverables if payments are not made on time.
4.4 Transfer of Rights
No rights to use Final Deliverables will transfer to Client until full payment is received.
“Working Files” and all Preliminary Works remain the sole property of Agency unless otherwise agreed in writing.
5. Refunds & Cancellation
5.1 Satisfaction Guarantee
If, upon project completion, you are not satisfied with the results:
You may request a full refund of all fees paid.
However, you lose all rights to use any Deliverables (including Preliminary Works) created for the project.
5.2 Cancellation by Client
Client may cancel the project at any time before completion.
A full refund of fees paid will be issued, but Client will have no rights to any Deliverables (including Preliminary Works) produced up to that point.
5.3 No Use of Assets Post-Refund
If a refund is issued, Client must not use or modify any materials, designs, or assets produced by Agency.
6. Revisions & Scope
6.1 Included Revisions
Each package includes up to three rounds of revisions. Additional revisions beyond those included, or requests outside the original scope, are billed as add-ons at the rates specified in the relevant SOW or package details.
6.2 Change Management
Any significant scope alterations may require a revised timeline and additional costs. Agency will notify Client in writing if changes surpass the original agreement.
7. Intellectual Property
7.1 Ownership of Final Deliverables
Upon full payment, Agency grants Client ownership rights to the Final Deliverables only.
Working Files, Preliminary Works, and Agency Tools remain the exclusive property of Agency, unless otherwise agreed in writing.
7.2 Portfolio Rights
Agency retains the right to display, publish, and promote the Final Deliverables for self-promotion, marketing, and portfolio purposes.
Agency may also reference Preliminary Works for portfolio or educational demonstrations, provided it does not reveal Client’s confidential or proprietary information before any public launch.
7.3 Client Materials
Client warrants that it has the necessary rightsor licenses to all Client Materials provided to Agency for the project.
Client indemnifies Agency for any third-party claims related to unauthorized use or infringement of intellectual property in the Client Materials.
7.4 Agency Tools
Nothing in these Terms grants the Client rights to the Agency Tools, except to the extent that such tools are embedded in Final Deliverables. Agency Tools remain Agency’s intellectual property.
8. No Solicitation
8.1 Non-Solicitation of Personnel
Client agrees that during the course of any project and for a period of 12 months thereafter, Client will not solicit, hire, or otherwise engage any employee, contractor, or design agent of Agency without the Agency’s prior written consent.
8.2 Penalty for Violation
Should Client breach this clause, Client shall pay Agency an agency commission equal to 25% of the individual’s first-year salary (if hired as an employee) or 25% of all fees paid to such individual (if engaged as an independent contractor).
9. Confidentiality
9.1 Mutual Confidentiality
Both parties agree to treat all confidential or proprietary information (including but not limited to designs, business information, Preliminary Works, and processes) shared by the other party with strict confidentiality.
Confidential Information does not include anything publicly known or lawfully received from a third party without an obligation of confidentiality.
9.2 Duration
Agency will maintain the confidentiality of Client’s proprietary information until the public launch or as otherwise agreed, and Client will do the same for Agency’s internal processes and materials.
10. Liability & Indemnification
10.1 Client Indemnification
Client agrees to indemnify and hold Agency harmless from any and all damages, liabilities, costs, claims, or expenses arising out of:
- Client’s breach of any warranties hereunder (including use of unlicensed third-party materials).
- Unauthorized or unlawful use of any Deliverables by Client.
10.2 Agency Indemnification
Subject to the limitations in Section 10.3, Agency agrees to indemnify and hold Client harmless from any and all damages, liabilities, costs, claims, or expenses arising out of any third-party claim that the Final Deliverablesinfringe upon a third-party’s intellectual property rights,except if such claims result from:
- Modification or misuse of the Deliverables by Client.
- Incorporation of any Client Materials that infringe third-party rights.
10.3 Liability Cap
To the fullest extent permitted by law, Agency’s total liabilityfor any claims, whether in contract, tort, or otherwise, is capped at the net profit (i.e., total fees actually received by Agency minus direct expenses) earned on the specific project giving rise to the claim.
10.4 Exclusion of Certain Damages
Agency shall not be liable for any indirect, incidental, special, or consequential damages (including lost profits or lost data) arising out of or related to these Terms or the Services.
11. Termination
11.1 Termination for Breach
Either party may terminate these Terms immediately upon written notice if the other party materially breaches any obligation (including non-payment or breach of confidentiality) and fails to cure within seven (7) days.
11.2 Effect of Termination
If the Agreement is terminated prior to completion and no refund is requested:
Client remains liable for any fees due for Services performed up to the date of termination.
Deliverables remain the property of Agency unless full payment has been made.
12. Dispute Resolution
12.1 Mediation & Arbitration
Both parties agree to make good-faith efforts to resolve any disputes via mediation before resorting to litigation.
If mediation fails, the parties shall submit to binding arbitration under the rules of an agreed-upon arbitration body in the United Kingdom.
12.2 Governing Law & Venue
These Terms are governed by the laws of the United Kingdom.
Any arbitration or court proceedings will be held inLondon, UK.
13. Portfolio Use / Publicity
As stated in Section 7.2, Agency may reference and display Final Deliverables and Preliminary Works in its portfolio, marketing materials, website, or case studies, provided no confidential information is disclosed prior to the public launch.
14. Force Majeure
Neither party shall be liable for delays or inability to perform due to events beyond their reasonable control, including natural disasters, acts of government, war, pandemics, or other unforeseen events. The affected party must notify the other in writing and make reasonable efforts to mitigate the effect of such force majeure events.
15. Privacy Policy
Agency collects basic personal information (e.g., name, email, company details) to communicate about the project and issue invoices. By engaging Agency’s Services, you agree to the terms outlined in our Privacy Policy, which governs the handling of personal data.
16. Right to Modify Terms
Agency may revise these Terms from time to time and will post updates on its website, indicating the date of the latest update. Your continued use of the Services after such updates are posted constitutes acceptance of the revised Terms.
17. Entire Agreement
These Terms, along with any SOW or project proposal referenced, constitute the entire agreement between Agency and Client with respect to the Services. They supersede all prior agreements or understandings, whether written or oral. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. The failure of either party to enforce any right under these Terms shall not constitute a waiver of future enforcement of that right.
18. Contact Information
The Next Layer by Ourfires LTD
41 Devonshire Street Ground Floor, W1G 7AJ London England
start@ourfires.co
ACCEPTANCE
By paying the required Deposit, you (the “Client”) acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. Your payment of the Deposit will serve as implicit acceptance of these Terms. If you do not agree with these Terms, do not proceed with payment, and please contact us immediately to discuss any concerns.