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Last updated 14 August 2026
1.1 These terms and conditions (the Terms) apply to the supply of creative, strategic, design, branding, digital, development, production, consultancy and related services by The Place Beyond Ltd, a company incorporated in England and Wales with company number 14276518, whose registered office is at 71–75 Shelton Street, Covent Garden, London WC2H 9JQ (The Place Beyond, we, us or our).
1.2 The person, company or other legal entity identified as the client in the relevant Proposal is referred to in these Terms as the Client, you or your.
1.3 These Terms are intended to apply only where the Client is acting wholly or mainly for purposes relating to its trade, business, craft or profession. If you are contracting as a consumer, you must notify us before accepting a Proposal because different terms may apply.
1.4 Each accepted Proposal, together with these Terms and any documents expressly incorporated into that Proposal, forms a separate legally binding agreement between you and us (the Agreement).
2.1 In the Agreement:
2.2 References to “including” or “includes” are illustrative and do not limit the words preceding them. Headings do not affect interpretation. A reference to “writing” includes email but not an informal message sent through social media or an instant-messaging platform unless we expressly agree otherwise.
3.1 A Proposal is valid for the period stated in it. If no period is stated, it is valid for 30 days from its date. We may withdraw a Proposal at any time before acceptance.
3.2 The Client accepts the Proposal and these Terms, and the Agreement comes into effect, on the earliest of the Client:
3.3 The Client confirms that the person accepting the Agreement on its behalf has authority to bind the Client.
3.4 If there is any conflict, the following order of precedence applies: (a) any written contract signed by both parties and expressly stated to replace these Terms; (b) any project-specific special conditions in the Proposal; (c) these Terms; and (d) any other document incorporated by reference. Any terms contained in a purchase order or other document issued by the Client do not apply unless we expressly accept them in writing.
3.5 The version of these Terms in force on the date the Proposal is accepted applies to that Agreement. A later website update will not retrospectively vary an existing Agreement.
4.1 We will provide the Services with reasonable care and skill and substantially in accordance with the Proposal.
4.2 Any dates, milestones or delivery estimates are estimates unless the Proposal expressly states that a date is fixed. Time is not of the essence. We are not responsible for delay caused by the Client, a third party, a dependency outside our reasonable control or an event described in clause 18.
4.3 The Proposal defines the scope of the Services. Anything not expressly included is outside scope and may be subject to a revised timetable and additional Fees.
4.4 We may use suitably qualified employees, freelancers, subcontractors and specialist suppliers to perform any part of the Services. We remain responsible for the performance of the Services as required by the Agreement.
4.5 We may make reasonable technical or creative changes where necessary to comply with law, respond to a third-party platform or dependency, address a security issue or improve delivery, provided that such changes do not materially reduce the agreed scope or quality of the Deliverables.
5.1 The Client must:
5.2 We may rely on instructions and approvals given by the Client's nominated contacts. We are not obliged to resolve inconsistent feedback from multiple stakeholders, and any resulting reconciliation work may be charged as additional work.
5.3 The Client is responsible for final proofreading and for verifying all names, claims, prices, specifications, contact details, legal text and other factual content before approval or publication. Our review is creative and technical, not legal, regulatory, financial or factual verification unless the Proposal expressly says otherwise.
5.4 If the Client delays or fails to fulfil its responsibilities, we may adjust the timetable, reallocate resources, suspend the Services and charge reasonable additional Fees and costs arising from the delay. Where a project is inactive for 30 consecutive days due to the Client, we may treat it as suspended. Restarting work will be subject to availability and may incur a restart fee notified to the Client in advance.
6.1 The Fees include only the number of concepts, revision rounds and meetings stated in the Proposal. A revision round means one set of complete, consolidated feedback submitted at the agreed stage.
6.2 A request that changes the agreed scope, strategy, brief, approved direction, functionality, volume, assumptions or Deliverables is a change request. We are not required to begin a change request until the parties have agreed its effect on Fees, timing and scope in writing.
6.3 Additional revisions, fragmented feedback, changes requested after approval and work required because Client Materials or instructions were incomplete or incorrect will be charged at our then-current rates unless otherwise agreed.
6.4 An approval is binding once given. We may rely on it in progressing to the next stage or incurring third-party costs. If the Client later withdraws an approval, resulting work and costs are chargeable.
6.5 Unless the Proposal provides a formal acceptance procedure, a Deliverable is treated as accepted on the earliest of: (a) written approval; (b) use, publication or deployment by or on behalf of the Client; or (c) five business days after delivery if the Client has not identified a material failure to conform to the Proposal in writing. This does not affect any rights that cannot lawfully be excluded.
7.1 The Client must pay the Fees in accordance with the Proposal and each invoice. Unless stated otherwise, Fees are exclusive of VAT and reasonable third-party costs and expenses, which are payable in addition where applicable.
7.2 A deposit, booking fee or advance payment reserves capacity and enables work to begin. Except where we cancel the Services without cause or the Agreement expressly states otherwise, it is non-refundable to the extent it represents work performed, capacity reserved, commitments made and costs incurred.
7.3 The Client must pay each invoice in full, in cleared funds and without set-off, counterclaim, deduction or withholding, except as required by law, by the due date stated on the invoice. If no due date is stated, payment is due within 14 days of the invoice date.
7.4 If an amount is disputed in good faith, the Client must notify us before the due date, explaining the basis of the dispute in reasonable detail, and must pay the undisputed balance on time.
7.5 On late payment, and without limiting any other right, we may:
7.6 The Client is responsible for all bank, transfer and currency-conversion charges. Fees are not contingent on the Client's use of the Deliverables, commercial success, funding, approval by its own customer or payment by any third party.
8.1 The Client may cancel or postpone the Services by written notice. The Client must pay: (a) all Fees for Services performed up to the effective date; (b) all committed or non-cancellable third-party costs; (c) the reasonable cost of demobilisation; and (d) any cancellation or postponement fee stated in the Proposal.
8.2 Where no specific cancellation fee is stated, we may charge for reserved capacity that we cannot reasonably reallocate, subject to taking reasonable steps to mitigate our loss. The total amount charged will not exceed the unpaid balance of the agreed Fees.
8.3 If the Client does not provide required feedback, materials or instructions for 60 consecutive days, we may close the project on written notice. Any later restart will require a new timetable and may require a new Proposal.
8.4 Clauses intended by their nature to continue after cancellation or completion, including clauses concerning payment, intellectual property, confidentiality, liability and dispute resolution, will survive.
9.1 No intellectual property rights are transferred merely because the Client has commissioned or paid for the Services or has received a copy of a Deliverable. Ownership of a physical or digital file is distinct from ownership of the intellectual property rights embodied in it.
9.2 The Client and its licensors retain ownership of the Client Materials. The Client grants us a non-exclusive, worldwide, royalty-free licence for the term of the Agreement to use, copy, adapt and disclose the Client Materials only to the extent reasonably necessary to perform the Services and exercise our rights under the Agreement.
9.3 As between the parties, we retain all right, title and interest, including all copyright, design rights and other intellectual property rights, in:
in each case whether created before, during or after the project. Nothing in the Agreement gives us ownership of the Client Materials or the Client's pre-existing trade marks.
9.4 For clarity, copyright protects the expression of an idea rather than an abstract idea by itself. References in the Agreement to concepts mean the original sketches, copy, designs, artwork and other materials in which those concepts are recorded or expressed, together with any protectable rights in them.
9.5 Except for the limited licence expressly granted under clause 10, no rights in our materials are assigned, transferred or granted to the Client. All rights not expressly granted are reserved.
10.1 Subject to full payment of all amounts due under the Agreement, we grant the Client a non-exclusive, worldwide, perpetual licence to use, reproduce and display the final Deliverables solely:
10.2 The licence in clause 10.1 is personal to the Client. It may not be assigned, transferred, sold, sublicensed or made available to any parent undertaking, subsidiary, affiliate, franchisee, branch, partner, customer or other third party without our prior written consent and payment of any additional licence fee. The Client may permit a printer, publisher, hosting provider, media owner or other contractor to handle a Deliverable solely to produce or publish it for the Client within the permitted use, provided that the contractor obtains no independent right to use it and is bound to protect it from unauthorised use.
10.3 The Client may make routine technical adjustments strictly necessary for a permitted use, such as proportionate resizing, format conversion or compression, provided that the adjustment does not materially alter the creative work or compromise its integrity. The Client may not, without our prior written consent:
10.4 Any broader use, reuse, adaptation, editable-file delivery, sublicensing, ownership transfer or expansion to additional brands, branches, subsidiaries, affiliates, franchisees or third parties requires a separate written licence or assignment and an additional fee.
10.5 Until all amounts due under the Agreement are paid in full, any use of a Deliverable is limited to internal review and approval. No licence for publication, deployment or commercial use arises before full payment.
10.6 We will not knowingly license a final Deliverable created uniquely for the Client to an unrelated third party in substantially the same final form. This does not prevent us from using our Background Materials, methods, skills, know-how, general stylistic elements or non-identifying ideas for other clients.
11.1 Unless the Proposal expressly lists them as Deliverables, Source Materials are not included in the Fees and we have no obligation to provide them. Delivery of a flattened, exported, compiled, rendered or otherwise final file does not include the file from which it was produced.
11.2 We may, at our discretion, agree to supply specified Source Materials under a separate written source-file licence or assignment. We may refuse a request where delivery would disclose confidential information, internal methods, reusable tools, materials belonging to another client, restricted Third-Party Materials or materials we are not legally entitled to transfer.
11.3 Any fee for Source Materials reflects the additional commercial rights, preparation, documentation, third-party clearance, loss of reuse value and support involved; it is not merely an administrative file-transfer charge.
11.4 Unless a separate written agreement expressly says that identified intellectual property rights are assigned, the supply of a Source Material gives the Client possession of that file copy only and does not transfer ownership of copyright or any other intellectual property right.
11.5 Source Materials supplied to the Client:
11.6 We are not responsible for the integrity, quality, performance, compliance or appearance of any work modified, reproduced or implemented by the Client or a third party. The Client must not represent materially modified work as our unaltered work and must remove our credit on request where the modification could reasonably prejudice our reputation.
11.7 Any assignment of intellectual property rights must be expressly agreed in a written document signed by or on behalf of us, must identify the rights and materials being assigned, and will take effect only after receipt of the applicable assignment fee and all other amounts due. Unless expressly stated, an assignment does not include Background Materials, Third-Party Materials, working methods, generic components, know-how or rights we do not own.
12.1 Deliverables may incorporate or depend upon Third-Party Materials. Those materials remain subject to the relevant third party's terms and are not owned by us or transferred to the Client.
12.2 We will identify material third-party licence requirements of which we are aware. Unless the Proposal states that we will procure a licence for the Client, the Client is responsible for obtaining, paying for and complying with all licences required for its use, including continuing subscription, hosting, font, stock, software and platform charges.
12.3 A third-party licence may be limited by user, company, domain, territory, media, duration, impressions or other conditions and may prohibit transfer of the underlying file. Our licence to use an item in production does not necessarily give us the right to pass that item or its editable form to the Client.
12.4 We are not responsible for a third party changing, withdrawing, discontinuing or restricting its materials, platform, service, licence or functionality after delivery. Work required as a result is outside scope unless otherwise agreed.
13.1 Subject to clause 14 and any written embargo agreed in advance, we may display the final published Deliverables and identify the Client in our portfolio, website, social channels, award entries, credentials, pitches and other self-promotional materials after the Client has first made the project public.
13.2 We will not disclose the Client's confidential information or unpublished commercial results for portfolio purposes without permission.
13.3 Where customary and reasonably practicable, the parties may agree an appropriate design or development credit. A credit does not expand either party's intellectual property rights.
14.1 Each party must keep confidential all information disclosed by the other that is marked confidential or would reasonably be understood to be confidential, and may use it only to perform or receive the Services and exercise rights under the Agreement.
14.2 A party may disclose confidential information to its personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations, or where disclosure is required by law, a court or a competent authority.
14.3 Confidential information does not include information that the receiving party can show: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is lawfully obtained from a third party without a duty of confidence; or (d) is independently developed without use of the confidential information.
14.4 This clause continues for five years after termination, except for trade secrets, which must be protected for so long as they remain trade secrets.
15.1 Each party will comply with applicable data-protection law in connection with the Agreement.
15.2 Where we process personal data on the Client's behalf as a processor, the parties will enter into any data-processing terms reasonably required by applicable law before that processing begins. Unless expressly included in the Proposal, the Client remains responsible for determining its legal basis, providing privacy information, responding to data-subject requests, setting retention periods and ensuring that its products, campaigns and content comply with data-protection and direct-marketing law.
15.3 Our handling of personal data in our capacity as an independent controller is described in our Privacy Policy available on our website.
16.1 Each party warrants that it has authority to enter into the Agreement.
16.2 We warrant that, to our knowledge, the final Deliverables created solely by us will not infringe a third party's UK intellectual property rights when used by the Client in accordance with the Agreement. This warranty does not apply to Client Materials, Third-Party Materials, Client instructions, modifications not made by us, combinations not approved by us, or use outside the licensed scope.
16.3 If a claim within clause 16.2 is made or reasonably anticipated, we may, at our option, obtain a right for continued use, modify or replace the affected Deliverable, or withdraw it and refund the proportion of Fees reasonably attributable to it. This clause states the Client's exclusive contractual remedy for such a claim, subject to clause 17.2.
16.4 Unless expressly included in the Proposal, we do not warrant:
16.5 The Client is responsible for obtaining specialist legal clearance, including trade mark, advertising, sector-regulatory, accessibility and product-claims advice. Searches or observations we provide are preliminary creative support and are not legal opinions.
16.6 Except as expressly stated in the Agreement, all warranties, conditions and other terms implied by law are excluded to the fullest extent permitted by law.
17.1 The Client will indemnify us against third-party claims, losses, liabilities, damages and reasonable professional costs arising from: (a) Client Materials; (b) an instruction, claim or representation supplied or approved by the Client; (c) use of a Deliverable outside the licence or in breach of law; or (d) modification by the Client or a third party, except to the extent caused by our breach of the Agreement. We must notify the Client promptly of a claim, permit the Client to control its defence and settlement, and provide reasonable cooperation at the Client's cost. The Client may not settle a claim in a manner that admits fault by us or imposes an obligation on us without our prior written consent.
17.2 Nothing in the Agreement excludes or limits either party's liability for:
17.3 Subject to clause 17.2, neither party is liable for any indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill or data, whether direct or indirect.
17.4 Subject to clauses 17.2 and 17.5, our total aggregate liability arising out of or in connection with an Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, will not exceed 100% of the Fees paid or payable under the Proposal giving rise to the claim.
17.5 The cap in clause 17.4 does not apply to our liability under clause 16.2, for which our total aggregate liability will not exceed 150% of the Fees paid or payable under the Proposal giving rise to the claim.
17.6 The limitations in this clause reflect the Fees and allocation of risk agreed between the parties. Each party is responsible for arranging insurance appropriate to its business and the risks it retains.
18.1 Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, including failure of utilities or communications networks, cyberattack by a third party, epidemic, pandemic, natural disaster, fire, flood, war, terrorism, civil unrest, industrial action, governmental action or failure of a critical third-party supplier.
18.2 The affected party must notify the other promptly and take reasonable steps to mitigate the effect. Payment obligations for Services already performed are not excused. If the event continues for more than 60 days and materially prevents performance, either party may terminate the affected Services by written notice.
19.1 We may suspend the Services or withhold Deliverables on written notice if the Client fails to pay an amount when due, fails to provide a required dependency, commits a material breach, requests unlawful or infringing work, or creates a material security, reputational or operational risk. Where the breach can be remedied, we will give the Client a reasonable opportunity to do so where practicable.
19.2 Either party may terminate an Agreement immediately by written notice if the other party:
19.3 On termination:
20.1 We are not an archival or backup service. After final delivery or termination, we may retain or delete project files in accordance with our own retention practices and legal obligations. Unless the Proposal expressly provides an archive service, we do not guarantee that any file will remain available more than 90 days after final delivery.
20.2 The Client must promptly download, check and back up all Deliverables supplied to it. Retrieval, restoration, conversion or re-supply after delivery may be chargeable and cannot be guaranteed.
20.3 We may retain archival copies where reasonably required for legal, insurance, record-keeping or portfolio purposes, subject to clause 14.
21.1 A notice under the Agreement must be in writing and sent by email to the principal project contact or by pre-paid first-class post to the registered office or principal business address of the receiving party.
21.2 An email notice is treated as received at 9:00 am on the next business day after sending, provided that the sender does not receive a delivery-failure notification. A postal notice is treated as received two business days after posting. This clause does not apply to service of legal proceedings.
22.1 Entire agreement. The Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes earlier discussions, correspondence and representations. Each party acknowledges that it has not relied on a statement not set out in the Agreement. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
22.2 Variation. A variation is effective only if agreed in writing by authorised representatives of both parties, except for a scope adjustment agreed under clause 6.
22.3 Assignment. The Client may not assign, transfer, charge, subcontract or otherwise deal with its rights or obligations without our prior written consent. We may assign the Agreement as part of a bona fide sale or restructuring of all or a substantial part of our business, on written notice to the Client.
22.4 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between the parties. Neither party may bind the other.
22.5 Third-party rights. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
22.6 Waiver. A failure or delay in exercising a right is not a waiver of that right. A waiver is effective only in writing and only for the specific circumstances for which it is given.
22.7 Severance. If any provision is found invalid, unlawful or unenforceable, it will be treated as modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, it will be deleted. The remaining provisions will continue in force.
22.8 Counterparts and electronic signature. An Agreement may be executed in counterparts and by electronic signature, each of which is treated as an original and together constitute one instrument.
23.1 The Agreement and any non-contractual obligations arising out of or in connection with it are governed by the law of England and Wales.
23.2 Before issuing proceedings, the parties will use reasonable efforts to resolve a dispute through good-faith discussions between authorised senior representatives. Nothing in this clause prevents either party from seeking urgent injunctive or protective relief.
23.3 The courts of England and Wales have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Agreement or its subject matter.
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