BLUE STRAWBERRY ELEPHANT LTD 

Terms & Conditions of Business (2026 Edition) 
 

1. The Ground Rules: Trust, Style, & Priority

We trade on trust and goodwill. However, to keep everyone safe, these terms apply to every piece of work we do for you, regardless of whether we use the name Blue Strawberry Elephant or any of our copyrighted trading styles (such as QS Logo or The Quarterly Strawberry). 
 

• We Take Precedence: When you place an order with us (verbally, via email, or in writing), you agree that these terms override any purchase order conditions or general purchasing policies you might have. If your paperwork conflicts with ours, your terms are considered void. 

• The Scope is the Deal: When we send you a digital or printed proposal, that sets the scope, deadlines, and fees. If you ask for changes, additions, or variations later, we will charge you at our standard hourly rate (£96 + VAT) or adjust the fixed agreement accordingly. 

• Living Terms: We update these terms on our website from time to time. Continuing to use our services means you accept the updates. 

2. How We Bill & Get Paid

We are a time-based studio. We start incurring costs the second we start your project, so we keep our payment terms tight but fair to protect our cash flow and yours. 
 

• The Schedule: Depending on what we agreed in your proposal, we invoice either: 
   

1. Monthly Hourly: Simply for the tracked hours performed that month.
2. Fixed Monthly Fee: Based on a strict Schedule of Work (SoW). If we agreed to a “Contingency Amount” for reactive turnarounds, it will be wrapped into this. Any work outside the agreed SoW without a contingency fund will automatically default to our standard hourly rate. 
    

• When It’s Due: Invoices are issued on completion of work, at the end of a calendar month for work done to that point if not completed, or upon project milestones. To allow your finance team time for administration, you have 7 to 10 working days from the invoice date to clear the balance. 
   

• Enforcement: A purchase order number does not change these terms. We do not accept traditional retainers (where you pay us just to sit around). However, if you refuse to pay an invoice, we reserve the right to take all necessary legal action to recover the debt—or keep sending you statements until the end of time. 
   

3. Intellectual Property & Copyright (Protecting Expressions)

Let’s settle this early so we never have to speak of it again: Paying an invoice for studio hours does not mean you automatically own the copyright. As noted in Our Approach, you cannot copyright an abstract idea or campaign strategy—legal protection only applies to the final physical or digital “expression” of that idea. 
 

• Our Default Stance: Blue Strawberry Elephant Ltd remains the sole owner of all creative expressions, source files, designs, and final artwork we create. 
   

• Copyright Assignment: We will agree to formally transfer copyright to you for an agreed fee or payment for an agreed volume of further work completed via a Deed of Assignment, this transfer only becomes legally active after your final invoice is paid in full, including a separate explicitly listed line item for assignment of IP.

  If your business becomes insolvent, is sold, or transfers ownership, regardless of volume of work carried out to that point, our IP rights remain ours unless a separate mutual agreement is signed. 
   

• Our Moral Rights: Even after transferring copyright, we maintain our legal “Moral Rights” (under the Copyright, Designs and Patents Act 1988). We will not sign any contract that waives these rights. If you hand our work over to a third party or an in-house amateur who alters our designs and damages our creative reputation, we reserve the right to object and take legal action. 
   

• Third-Party Hand-offs: Passing our design assets to another person or agency constitutes a guarantee that you have obtained explicit written permission from us for a single, specified use. You must indemnify us against all claims and costs arising from breaches of our copyright. 
   

• Artificial Intelligence & AI-Generated Material: In line with current UK intellectual property standards, legal copyright requires human authorship. We split our policy on AI inputs into two distinct boundaries:
  

  a) Client-Supplied AI Assets: If you supply our studio with copy, images, data, or design concepts generated by an AI tool, you guarantee that you hold the legal right to use and modify that material. You indemnify us against any third-party copyright infringement claims resulting from our manipulation of your AI-provided assets. 

  b) Our Creative Use of AI Infrastructure: We do not sell automated, speculative machine outputs. We use professional AI platforms strictly as internal tools to assist, polish, or expedite human-driven concepts. Because our final deliverables are substantially modified, structured, and executed by human designers, the legal “expression” remains our exclusive intellectual property until formally assigned to you via a Deed of Assignment. We do not warrant or guarantee that wholly unedited or minor AI-assisted drafts are eligible for trademark registration. 

  c)  SIG (Special Interest Groups) Rules for use of AI.
  We fully comply with SIG Rules which became law on 2nd August 2026.  (See a) above for how this applies to you. Nothing generated by AI is used unless completely re written or recreated. We use AI to fact check copy and to research subjects as required by you.

4. Supply of Artwork Files (Pre & Post Assignment)

Full co-operation in producing your desired outcome is our first consideration. Our goal is to protect your brand integrity and our professional design reputation. 
 

• Standard Delivery: Requests for artwork are handled as complete, in-context works, provided ready to print or distribute as High-Res PDFs. 

• AI and Vector Files: If you request master Adobe Illustrator (.AI) or Vector files, they are supplied on the strict agreement that the original concept and layout are not altered in any way. If alterations are required, they must be requested from us before files are supplied. 

• The Cost of Fixing Bad Hand-offs: As warned in our Design Services, if you choose to have an office junior or a budget print shop edit, stretch, squash, or crudely redraw our original artwork, we will charge our full hourly rate (£96 + VAT) to painstakingly recreate, clean up, and realign your brand assets when you return to us to sort it out. 

• Logos: PDF, AI, or Vector files of Logos are supplied for reproduction “as is” on promotional gifts and unbound items where there is no conflict with brand guidelines. 
   

5. What We Need From You (Your Responsibilities) 

Good relationships are a two-way street. To keep your project moving safely, you agree to: 
 

• Coordinate your own internal decision-making and timeline approvals. 
   

• If you are producing in house or elsewhere; provide clean, ready-to-use content (copy, photos, illustrations) in a form suitable for reproduction without further studio preparation. 
   

• Guarantee that any logos, text, or images you hand over to us are rightfully yours to use. You agree to hold harmless, protect, and defend us from any claim or lawsuit arising from elements you supplied. 
   

• Ensure that all content you supply complies with current UK legislation, trade descriptions, and advertising codes. 
   

• Check everything before it goes live. We do our best, but final proofreading is your responsibility. If a typographic error or misspelling slips through to the final print or live site after your approval, you will be charged the full amount for the work and must cover all costs to correct or reprint it. 
   

6. Web, CMS, & Interactive Projects

Building for the internet requires clear boundaries regarding hosting, software updates, and marketing results. 
 

• Website Hosting & Downtime: We are not a website hosting company. The choice of hosting provider lies entirely with you. Any hosting advice we offer is purely anecdotal, based on a snapshot of the market, and carries no legal warranties. We are not liable for any lost revenue, delivery failures, or damages resulting from hosting downtime, server failures, or general internet delays. 
   

• Website Maintenance Packs: We offer an annual subscription for WordPress and WooCommerce maintenance. This covers monthly backups, plugin updates, and status reports. If an updated plugin fails, conflicts, or breaks, we will provide an estimate to fix or replace it. While remedial work happens, the site will run on its previous backup if possible. Where a fix can’t happen if the website isn’t live and can’t be maintained as live from a backup, we are not responsible for the time it is down, any losses incurred or our time cost incurred in fixing the issue; which in extreme cases may require the assistance of third party specialists. 
   

• Priority & General Updates: Subscription clients always get maintenance priority. If you do not have an active Website Maintenance Pack, an additional priority surcharge will be applied over our standard hourly rate for any emergency remedial work. General content updates must be requested via email and are charged at our prevalent hourly rate. 
   

• CMS Hand-off: Once your Content Management System (CMS) site is uploaded to a live server and deemed functional, it is your responsibility to handle day-to-day content updates (images, products, blogs) unless a separate management agreement is signed. 
   

• E-Commerce & Third-Party Software: We often utilize third-party e-commerce systems, software providers, and plugins. You are bound by those providers’ individual terms. We are not responsible for any lost revenue due to third-party software failures. For payment processing, you are solely responsible for compliance, data control, and security agreements with your payment gateway. 
   

• Interactive Limitations & Performance: We build beautiful systems, but we cannot guarantee specific financial results, search engine optimization positioning, campaign success, or index listings on search engines. We are not responsible if a third party misrepresents your business online. 
   

• Statistical Reports: Analytics accounts (like Google Analytics) will be set up with your permission. Custom report generation and strategic analysis are wrapped into your Maintenance Pack or billed separately at our hourly rate. 
   

• Email Marketing Data: If we manage email marketing for you, you guarantee that all provided email lists are strictly “opt-in” and fully compliant with data regulations. All campaigns will feature a clear, legally compliant “opt-out” mechanism. 
   

7. The Legal Safety Nets

Special Provision for “Playbook” Pitches & NDAs 
 

• Pre-Contract Confidentiality: If you contact us for a confidential chat regarding a high-value presentation, pitch, or proprietary system (as outlined in The Playbook), we will happily sign a mutual Non-Disclosure Agreement (NDA). Our standard NDA form is available upon request if you don’t have your own. 
   

• No Free Exclusivity: While we protect your confidential information with all the ironclad security within our capabilities and resources, creating “The Playbook” tools for your presentation does not automatically grant you market exclusivity. Because we attract clients in similar industries, we cannot offer market exclusivity unless you pay for a specific, time-limited exclusivity contract rider. 
   

Data & Privacy (The Modern Standard) 

We respect your data. We will never use your information or customer data for any purpose other than your project, and we fully comply with the Data Protection Act 2018 and the UK GDPR. 
 

Shouting About Our Work 

We are proud of what we do. Unless you explicitly object in writing, we reserve the right to display completed public work, your logo, and written testimonials on our website, social media, and portfolios to showcase our skills. Either party may include a link to the other’s website, subject to reasonable approval. 
 

Sub-contracting 

Blue Strawberry Elephant Ltd reserves the right to assign or partner with trusted external web designers, programmers, or specialist subcontractors to ensure your project is completed by the best ninjas for the job. 
 

Accountability & Limits 

We always aim for perfection, but we are human. We exclude ourselves and our subcontractors from any liability for financial loss, lost profits, lost savings, or data damage caused by delays, mistakes, or omissions in our designs. If you supply us with physical artwork, photos, or products to use in the studio, we are not liable if they get damaged or lost. 
 

Stuff We Can’t Control (Force Majeure) 

Neither party shall be liable for delays caused by circumstances outside their reasonable control. This includes “acts of God”, strikes, power cuts, software/machinery crashes, or third-party supply shortages. In these cases, Blue Strawberry Elephant is entitled to a reasonable extension of time. 

Project Delays, Stalls, & Abandonment 
We schedule our studio time carefully to hit your deadlines. If a project grinds to a halt because you fail to provide content, feedback, or sign-offs, it disrupts our entire team. 

• The 30-Day Ghosting Rule: If we are left waiting for your input for more than 30 consecutive days, the project will be officially flagged as “Stalled.” We will invoice you for 100% of the work completed up to that date, regardless of whether a milestone has been formally reached. 

• The Restart Fee: To resurrect a Stalled project and fit it back into our live studio schedule, you will be charged a flat reactivation fee of £288 + VAT. 

8. Calling It Quits (Cancellations & Termination)

• Fixing a Problem: If you are unhappy or believe we have breached our agreement, you must give us 10 days in writing to remedy the dissatisfaction before you can cancel the project. 
   

• Early Project Cancellation: If you want to stop a project midway through viewing initial designs, you must notify us in writing within 3 days. We will bill you for our time spent at £96/hour, plus any third-party expenses we have already committed to (such as stock photos, fonts, third-party software, or freelance copy). 

• Terminating Ongoing Contracts: For ongoing monthly fixed-fee agreements, either party can end the relationship by giving no less than 3 months’ written notice (which must be confirmed as received). If you terminate, we are entitled to invoice you for the balance of all work completed, allocated, or scheduled to be carried out within that 3-month notice period. 

Queries & Support 

Any queries regarding these Terms and Conditions should be sent in writing to create@bluestrawberryelephant.com. You can also ask questions without prejudice by telephone on 0114 255 9993. 

Terms and Conditions of Business ©2026 Blue Strawberry Elephant Ltd.