SDL Creative
1. Definitions
Client means the individual or legal entity purchasing Services from SDL Creative.
SDL Creative / We / Us / Our means SDL Print and Design Ltd, operating remotely from Ireland.
Services means any creative, technical, or consulting services provided by SDL Creative, including but not limited to website design and development, branding, logo design, marketing services, hosting, maintenance, consulting, and support.
Agreement means these Terms and Conditions together with any written proposal, quotation, statement of work, or invoice issued by SDL Creative.
Deliverables means any work product created by SDL Creative for the Client as part of the Services.
Intellectual Property Rights means all copyrights, trademarks, design rights, database rights, know‑how, and other intellectual property rights, whether registered or unregistered.
2. Agreement & Precedence
These Terms and Conditions apply to all Services provided by SDL Creative.
The Agreement becomes binding when the Client:
accepts a written proposal or quotation, or
pays an invoice, or
instructs SDL Creative to commence work.
If there is any conflict between documents, the order of precedence shall be:
Written quotation or proposal
These Terms and Conditions
Any other written or verbal communication
3. Fees, Pricing & Hourly Work
3.1 Default Hourly Basis
All Services are provided on an hourly basis by default, unless explicitly agreed in writing as a fixed‑price project.
SDL Creative’s current hourly rate will be communicated to the Client before work begins and may be updated from time to time.
3.2 Fixed‑Price Work
Where a fixed price is agreed:
the price applies only to the scope explicitly defined in the proposal;
any work outside that scope will be billed at SDL Creative’s hourly rate;
revisions are limited to those stated in the proposal.
3.3 Scope Changes
Any request that alters, expands, or revises the agreed scope constitutes a change request and may:
require a revised quotation; or
be billed at the hourly rate.
Work will not proceed on out‑of‑scope requests without Client approval.
4. Payment Terms
All fees are exclusive of VAT unless stated otherwise.
Invoices are payable within 7 days of issue unless otherwise agreed in writing.
SDL Creative reserves the right to require upfront or staged payments.
4.1 Late Payments
If payment is overdue, SDL Creative may:
suspend Services and access to Deliverables;
withhold ownership or handover of files;
charge statutory interest and recovery costs;
terminate the Agreement.
Non‑payment constitutes a material breach of this Agreement.
5. Website Services & Ownership
5.1 Ownership Condition
Ownership of any website, design, or Deliverable transfers to the Client only after full and final payment of all fees due.
Time elapsed, subscriptions, or partial payments do not grant ownership.
5.2 Third‑Party Components
Ownership transfer excludes:
third‑party software, plugins, themes, fonts, or stock assets;
hosting platforms (e.g. Framer, WordPress, plugins);
licences held by SDL Creative or third parties.
The Client is responsible for ongoing third‑party licence costs unless otherwise agreed.
5.3 Suspension
SDL Creative reserves the right to suspend or disable websites for non‑payment or breach of this Agreement.
6. Branding & Logo Design
Ownership of the final approved logo or brand assets transfers only upon full payment.
All unused concepts, drafts, and explorations remain the property of SDL Creative.
Source files are provided only if agreed in writing.
SDL Creative retains the right to display completed work in its portfolio and marketing materials unless otherwise agreed.
7. Marketing & Consulting Services
Marketing services are provided based on professional judgment and experience.
No specific commercial results are guaranteed, including leads, sales, rankings, or engagement.
SDL Creative is not responsible for platform changes, account bans, or performance fluctuations.
The Client remains responsible for all advertising spend and third‑party platform costs.
8. Timelines & Delays
All timelines are estimates only.
Delays caused by:
late feedback;
missing content;
scope changes; or
Client unresponsiveness
will automatically extend timelines and do not constitute breach.
9. Pauses, Cancellations & Kill Fees
9.1 Project Pauses
If a project is paused for more than 30 days due to Client inactivity, SDL Creative may:
close the project;
require a reactivation fee;
re‑quote remaining work.
9.2 Cancellation
If the Client cancels work:
all completed hours are immediately payable;
SDL Creative reserves the right to charge a kill fee for reserved time and lost opportunity.
10. Client Responsibilities
The Client shall:
provide accurate, lawful content;
ensure ownership or permission for supplied materials;
provide timely feedback and approvals.
SDL Creative is not responsible for errors resulting from Client‑supplied content.
11. Intellectual Property
SDL Creative retains ownership of:
all pre‑existing materials;
internal tools, methods, and processes;
any Deliverables not fully paid for.
No licence is granted until full payment is received.
12. Liability
To the maximum extent permitted by law:
SDL Creative’s total liability is limited to the total fees paid by the Client;
SDL Creative is not liable for indirect or consequential loss, including loss of profits, data, or business;
SDL Creative is not responsible for third‑party outages, hosting failures, or software issues.
13. Indemnity
The Client agrees to indemnify SDL Creative against all claims arising from:
Client content;
Client misuse of Deliverables;
breach of this Agreement.
14. Confidentiality
Both parties agree to keep confidential any non‑public information disclosed during the course of the Services.
15. Data Protection
SDL Creative processes personal data in accordance with applicable Irish and EU data protection laws. See our Privacy Policy for details.
16. Governing Law
This Agreement is governed by the laws of Ireland. The courts of Ireland have exclusive jurisdiction.
17. General
If any provision is held invalid, the remaining provisions remain in force.
Failure to enforce any right does not constitute a waiver.
By engaging SDL Creative, the Client confirms acceptance of these Terms and Conditions.