Terms & Conditions

Definitions

Agency / Sprynt means Sprynt Limited, a company registered in England and Wales under company number 12964500.

Client means the person, company or organisation engaging Sprynt to provide the Services, regardless of whether fees are invoiced to a nominated third party.

Contract means the agreement between Sprynt and the Client for the supply of Services, comprising the accepted Proposal and these Terms.

Deliverables means the work expressly identified as deliverables in the Proposal.

Intellectual Property Rights means copyright, database rights, design rights, patents, trademarks, service marks, trade names, rights in goodwill, rights to sue for passing off, moral rights and any other intellectual property rights, whether registered or unregistered.

Proposal means the written proposal, quotation, estimate, scope of work or other document issued by Sprynt describing the Services and associated fees.

Services means the services supplied by Sprynt as described in the Proposal.

Third-Party Services means software, platforms, applications, hosting services, APIs, plugins, booking systems, payment providers, fonts, stock assets, artificial intelligence services and other products or services supplied by third parties.

Formation of the Contract

A Proposal issued by Sprynt constitutes an offer to provide the Services described within it.

The Contract comes into existence when the Client accepts the Proposal in writing, including by email or other written electronic communication.

Where Sprynt has not received formal written acceptance, the Contract will nevertheless be deemed to have commenced where the Client instructs Sprynt to begin work and Sprynt does so.

These Terms apply to the Contract unless alternative terms have been expressly agreed by Sprynt in writing.

If there is any conflict between these Terms and an expressly agreed provision within a Proposal, the Proposal will take precedence in relation to that provision.

Unless otherwise stated, a Proposal or estimate is valid for 20 business days from its date of issue.

Scope of Services

The scope of the project and Services to be supplied will be set out in the Proposal.

The Client acknowledges that Sprynt's fees and timescales are based upon that agreed scope.

Anything not expressly included within the Proposal is excluded from the Services.

Requests that materially change the scope, functionality, design, content requirements or technical requirements may constitute additional work.

Sprynt will notify the Client where reasonably practicable before undertaking chargeable work outside the agreed scope.

Additional work may be quoted separately or charged at Sprynt's prevailing hourly or day rate.

Changes to work previously approved by the Client may also constitute additional work.

Fees and Payment

The payment structure will be specified in the Proposal.

Where no alternative payment structure is specified, Sprynt will require 50% of the project fee before commencing work and the remaining 50% before final delivery or launch.

All fees are exclusive of VAT unless expressly stated otherwise.

Invoices are payable according to the payment terms shown on the relevant invoice.

The Client may not withhold payment because of a dispute relating to another invoice, Deliverable or part of the Services.

If an invoice becomes overdue, Sprynt may suspend the Services and withhold Deliverables, website publication, transfer of files or other work until outstanding amounts have been paid.

Sprynt reserves its rights in relation to late commercial payments, including any statutory interest, fixed compensation and reasonable recovery costs available under applicable law.

Ownership or licensing rights in Deliverables will not pass to the Client until all amounts due in relation to the relevant project have been paid in full.

Expenses and Third-Party Costs

Unless otherwise agreed, reasonable expenses incurred specifically in providing the Services may be charged to the Client.

Travel, subsistence and accommodation expenses will be charged at cost plus a 10% handling fee where applicable.

Car mileage will be charged at £0.45 per mile unless otherwise agreed.

Third-party costs including hosting, domains, software licences, fonts, stock assets, plugins, booking systems, payment services and other subscriptions are not included unless expressly stated in the Proposal.

Where Sprynt purchases such services on the Client's behalf, applicable costs and handling charges may be passed to the Client.

Project Timings

Sprynt will use reasonable endeavours to meet agreed project timescales.

Unless expressly guaranteed in writing, project dates and launch dates are estimates rather than strict contractual deadlines.

Project timings depend upon the Client providing required information, content, feedback, access and approvals promptly.

Sprynt will not be responsible for delays resulting from the Client, third parties or circumstances outside Sprynt's reasonable control.

Where Client delays affect Sprynt's scheduled availability, Sprynt may reschedule the remaining work according to its current production schedule.

Client Delays and Inactive Projects

If the Client fails to provide requested information, content, feedback or approval for more than 30 days, Sprynt may classify the project as inactive.

An inactive project may be removed from Sprynt's active production schedule and subsequently rescheduled according to availability.

If a project remains inactive for 60 days or more due to Client delay, Sprynt may invoice for work completed and costs incurred to date.

Where inactivity exceeds 90 days, Sprynt may terminate the project and require a new Proposal, revised fees or revised schedule before work resumes.

Feedback, Revisions and Approval

The number of feedback or revision rounds included within the Services will be specified in the Proposal.

Where revision limits are specified, additional revisions will be chargeable.

The Client should provide clear, consolidated feedback through the agreed point of contact wherever reasonably possible.

Approval may be given by email, project-management software or another agreed written communication method.

Approval of a project stage indicates acceptance of that stage. Material changes requested after approval may constitute additional work.

Sprynt will exercise reasonable care when preparing Deliverables, but the Client is responsible for final review and approval before publication, production or launch.

The Client is responsible for checking copy, pricing, dates, event information, legal wording, imagery, links and other content.

Client Responsibilities

The Client agrees to cooperate with Sprynt and provide information, materials, credentials, access and decisions reasonably required to deliver the Services.

The Client warrants that it has the necessary rights, licences and permissions to use all materials it supplies to Sprynt.

This includes copy, photography, video, logos, trademarks, fonts, graphics, music, data and other intellectual property.

The Client is responsible for the accuracy, legality and regulatory compliance of information it supplies or approves.

Unless expressly included within the Services, the Client is responsible for obtaining appropriate professional advice regarding legal notices, privacy policies, cookie policies, accessibility requirements, promotional terms, ticketing terms and other regulatory obligations applicable to its business.

Artificial Intelligence and Automated Tools

Sprynt may use artificial intelligence, machine learning, generative AI and other automated tools in connection with providing the Services.

Such tools may be used for purposes including research, ideation, content development, imagery, design exploration, prototyping, coding, testing, analysis and optimisation.

Sprynt will exercise reasonable professional care when reviewing AI-generated or AI-assisted material incorporated into final Deliverables.

The Client acknowledges that outputs generated using artificial intelligence may not be unique and that similar or identical material may potentially be generated for other users.

Sprynt does not warrant that AI-generated material is capable of copyright, design-right or other intellectual property protection or that exclusive intellectual property rights can be obtained in such material.

Sprynt will take reasonable steps not to knowingly disclose Client confidential information or personal data to third-party AI services in a manner inconsistent with applicable data protection requirements or agreed confidentiality obligations.

AI-generated factual content may contain inaccuracies. Unless expressly agreed otherwise, the Client remains responsible for approving factual claims and other content before publication.

Where the Client supplies AI-generated material, prompts, images, copy, code or other content, the Client is responsible for ensuring that it has appropriate rights to use that material.

Third-Party Services

Sprynt may recommend, use or integrate Third-Party Services where reasonably necessary or beneficial to the project.

These may include website platforms, content management systems, hosting providers, ticketing and booking systems, payment processors, analytics services, APIs, plugins, fonts, software, stock libraries and AI services.

Third-Party Services operate independently from Sprynt and may be subject to their own terms, pricing and privacy policies.

Sprynt does not control and is not responsible for outages, security incidents, changes in functionality, changes in pricing, discontinuation, compatibility changes or other failures caused by Third-Party Services.

Unless expressly included in the Proposal, ongoing subscriptions, licence fees, transaction fees and other third-party charges are the Client's responsibility.

Sprynt is not responsible for changes made to Third-Party Services after delivery that affect the operation or appearance of the Deliverables.

Websites, Browsers and Devices

Sprynt will use reasonable professional care to produce websites that operate appropriately on commonly used contemporary browsers and devices at the time of delivery.

Differences between browsers, operating systems, screen sizes and devices may result in reasonable variations in appearance or functionality.

Unless expressly agreed, Sprynt does not guarantee compatibility with obsolete, unsupported or uncommon browsers, operating systems or devices.

Future browser, operating-system, platform or device changes are outside the original project scope.

Accessibility

Sprynt may apply recognised accessibility principles and good design practices as part of its normal design and development process.

Unless expressly stated in the Proposal, however, the Services do not include formal accessibility auditing, certification or a guarantee of compliance with any particular accessibility standard or legislation.

Where specific accessibility compliance or certification is required, this should be agreed separately within the project scope.

Search Engine Optimisation

Where basic search-engine optimisation is included, Sprynt may implement reasonable technical and on-page SEO practices within the agreed scope.

Search-engine algorithms and rankings are controlled by third parties.

Sprynt therefore does not guarantee indexing, search-engine rankings, traffic levels or continued search performance.

Ongoing SEO services are not included unless expressly stated in the Proposal.

Website Performance and Commercial Results

Sprynt may design websites and digital experiences intended to improve engagement, user experience, conversion and commercial performance.

Sprynt may also provide recommendations intended to improve ticket sales, enquiries, bookings, memberships or other conversions.

The Client acknowledges that commercial results depend upon numerous factors outside Sprynt's control, including pricing, demand, brand awareness, marketing activity, advertising, competition, event quality, availability, customer behaviour and economic conditions.

Sprynt therefore does not guarantee any particular level of traffic, engagement, conversion rate, ticket sales, revenue, search ranking or other commercial result.

Marketing descriptions used by Sprynt, including references to creating high-performing or "ticket-selling" websites, describe the objectives and approach of the Services and do not constitute guarantees of specific financial results.

Intellectual Property

Unless otherwise stated in the Proposal, all Intellectual Property Rights created by Sprynt in connection with the project remain the property of Sprynt until all fees and other amounts due under the Contract have been paid in full.

Following full payment, Sprynt grants the Client an exclusive, perpetual, worldwide licence to use the final Deliverables created specifically for the Client for their intended business purposes.

Third-party materials remain subject to the licence terms of their respective owners.

Unless expressly agreed otherwise, Sprynt retains ownership of:

• →unused concepts and design directions;
• →preliminary work and rejected designs;
• →methodologies and processes;
• →know-how and techniques;
• →reusable components and libraries;
• →templates and frameworks;
• →internal tools and systems;
• →working files not identified as Deliverables;
• →proprietary frameworks, methods and intellectual property developed independently of the Client project.

Nothing in the Contract transfers ownership of Sprynt's pre-existing intellectual property.

Where third-party or AI-generated materials form part of a Deliverable, rights are transferred or licensed only to the extent legally available to Sprynt.

Portfolio and Promotional Use

Unless otherwise agreed in writing, Sprynt may display completed work for promotional purposes once the relevant project or work has been made public.

This may include Sprynt's website, portfolio, case studies, social media, presentations, awards submissions and marketing materials.

Sprynt may identify the Client and provide a reasonable description of the Services supplied.

Sprynt will not knowingly disclose information clearly identified as confidential when doing so.

Subcontractors

Sprynt may use employees, freelancers, contractors and specialist subcontractors to perform some or all of the Services.

Sprynt remains responsible for managing the Services supplied under the Contract.

Launch, Testing and Defects

Before launch or final delivery, Sprynt will undertake reasonable testing appropriate to the agreed scope.

The Client is responsible for completing its own final review and approval.

The Client should notify Sprynt promptly of any material defect discovered following launch.

Unless another period is specified in the Proposal, Sprynt will correct genuine defects reported within 30 days of launch where the Deliverable does not materially operate in accordance with the agreed specification.

This does not include:

• →new functionality or requirements;
• →design changes;
• →content changes;
• →Client or third-party modifications;
• →changes to browsers, devices or operating systems;
• →changes to Third-Party Services;
• →problems caused by hosting, plugins, APIs or external platforms;
• →issues arising from misuse or unauthorised modification.

Work outside this defect-correction period or scope may be chargeable.

Hosting, Maintenance and Security

Unless expressly included within the Proposal or a separate support agreement, ongoing hosting, maintenance, backups, security monitoring, software updates, plugin updates and technical support are not included in the Services.

Following completion or launch, the Client is responsible for ensuring appropriate ongoing maintenance and security arrangements are in place.

Sprynt is not responsible for failures arising after delivery because of software updates, third-party services, security vulnerabilities, malware, expired licences, hosting failures or modifications made by the Client or third parties, except to the extent directly caused by Sprynt's breach of the Contract.

Data Protection

Both parties will comply with applicable data protection legislation in relation to personal data processed under the Contract.

Where Sprynt processes personal data on behalf of the Client, the parties will cooperate as reasonably necessary to meet their respective legal obligations.

The Client is responsible for ensuring it has a lawful basis for personal data supplied to Sprynt for use in connection with the Services.

Where the nature of the Services requires a separate data-processing agreement, the parties may enter into one.

Confidentiality

Each party agrees to keep confidential information received from the other confidential and to use it only as reasonably necessary to perform or receive the Services.

Confidential information does not include information that:

• →is already lawfully in the public domain;
• →was lawfully known to the receiving party before disclosure;
• →is received lawfully from another source without confidentiality restrictions; or
• →must be disclosed by law or regulatory authority.

The Client's confidential information includes confidential business, commercial, operational and financial information.

Sprynt's confidential information includes pricing, costs, proposals, methodologies, processes, unused concepts, internal systems and other proprietary material.

These confidentiality obligations survive termination of the Contract.

Cancellation and Termination

Either party may terminate the Contract where permitted by these Terms or by written agreement.

Where the Client wishes to cancel a project, cancellation must be communicated to Sprynt in writing, including by email.

Following cancellation, the Client will be responsible for:

• →all work completed up to the termination date;
• →committed third-party costs;
• →expenses already incurred; and
• →any other amounts that have become payable under the Contract.

Where fees have been paid in advance, Sprynt may deduct amounts properly due before determining whether any balance is refundable.

Sprynt may suspend or terminate the Contract if the Client materially breaches these Terms and, where the breach can reasonably be remedied, fails to remedy it within a reasonable period after being notified.

Sprynt may immediately suspend work where invoices are materially overdue.

Complaints

Any complaint concerning the Services should be provided to Sprynt in writing with sufficient detail for the issue to be investigated.

Where reasonably practicable, complaints should be made within 10 business days of the Client becoming aware of the relevant issue.

Sprynt will consider the complaint and, where appropriate, may offer to correct a genuine defect within the agreed Services.

Making a complaint does not entitle the Client to withhold payment of unrelated invoices or undisputed amounts.

Limitation of Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Subject to the above, Sprynt will not be liable for any indirect or consequential loss or for loss of profits, revenue, business, contracts, anticipated savings, goodwill, reputation or data arising from or connected with the Services.

Sprynt will not be liable for losses caused by matters outside its reasonable control, Client-supplied materials, Client instructions, Third-Party Services or modifications made by the Client or another third party.

Subject to any liability that cannot lawfully be limited, Sprynt's total aggregate liability arising out of or in connection with a Contract will not exceed the total fees paid or payable to Sprynt under the Proposal giving rise to the claim.

The Client acknowledges that the fees charged by Sprynt reflect the allocation of risk set out in these Terms.

Indemnity

The Client will indemnify Sprynt against reasonable losses, liabilities, damages, claims and costs arising directly from:

• →materials supplied by the Client infringing third-party Intellectual Property Rights;
• →unlawful or misleading content supplied or approved by the Client;
• →the Client's material breach of these Terms; or
• →the Client's use of Deliverables in a manner outside the rights granted under the Contract.

This indemnity does not apply to the extent that a claim arises from Sprynt's own breach of the Contract or negligence.

Insurance

Each party is responsible for maintaining such insurance as it considers appropriate for its business and responsibilities under the Contract.

Nothing in this clause limits either party's liability where liability cannot lawfully be limited.

Electronic Communications

The parties may communicate electronically, including by email and agreed project-management or messaging systems.

Both parties acknowledge that electronic communications may be subject to delays, interception, transmission errors or malicious software.

Each party is responsible for maintaining reasonable security practices in relation to its own systems and accounts.

Force Majeure

Neither party will be liable for delay or failure to perform its obligations where caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, fire, flood, war, terrorism, civil unrest, pandemic, government action, interruption of utilities or communications, widespread internet or cloud-service failures, industrial disputes and material failures of suppliers or subcontractors beyond the affected party's reasonable control.

The affected party will use reasonable endeavours to minimise the effect of the event and resume performance when reasonably possible.

Assignment

The Client may not transfer or assign the Contract to another party without Sprynt's prior written consent.

Sprynt may assign or subcontract its rights or obligations where reasonably necessary for the operation of its business, provided this does not materially reduce the Client's contractual rights.

Entire Agreement

The Proposal and these Terms constitute the entire agreement between Sprynt and the Client concerning the Services.

The Client acknowledges that it has not relied upon statements, promises or representations that are not contained within the Contract.

Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable, that provision will be treated as modified or removed to the minimum extent necessary.

The remaining provisions will continue in full force.

No Waiver

A failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

Third-Party Rights

Unless expressly stated otherwise, no person other than Sprynt and the Client has any right to enforce any provision of the Contract.

Governing Law and Jurisdiction

The Contract and any dispute or claim arising from it will be governed by the laws of England and Wales.

The parties submit to the jurisdiction of the courts of England and Wales.