Terms of service

Last Updated on 3rd February, 2025.

The following terms and conditions apply to all creative and design services provided by Mr Tony Musso to the Client (the Services), together with any relevant quotation, proposal or statement of work provided to the Client by Tony Musso (the Quote) (together, the Terms), unless otherwise agreed in writing. The Services include (without limitation) branding, logo design, graphic design, packaging and label design, print design, digital design, website design and development, marketing design, and any other design or creative work agreed with the Client. Acceptance of a Quote, purchase and/or use of the Services shall be considered acceptance of these Terms.

1. Charges

Charges for the Services are defined in the Quote that the Client receives from Tony Musso via email. Quotes are valid for a period of 30 days. Tony Musso reserves the right to alter a Quote or decline to provide the relevant Services after expiry of the 30 days.

Booking fee / deposit: Unless agreed otherwise with the Client, all Services require an advance payment of a minimum of fifty (50) percent of the Quote total before work commences (the Deposit). The Deposit is taken to secure diary time and reserve production capacity for the Client’s project and is treated as a booking fee/retainer earned on receipt (and is therefore non-refundable, except where required by law). The remaining balance is payable after the client review and design sign-off stage (or at another milestone stated in the Quote, where applicable).

Project delays requested by the Client: If the Client needs to delay, pause or reschedule the project after paying the Deposit, the Client must notify Tony Musso in writing by email to tony@ynottony.co.uk as soon as reasonably possible. Where the Client delays the project without providing written notice as above (or where the Client fails to provide the minimum information/materials needed to begin work), Tony Musso may treat the reserved time as lost and retain the Deposit as compensation for time allocated and capacity reserved. Any additional amounts paid beyond the Deposit will be handled in accordance with clause 5 (including payment for work completed and committed third-party costs, and refund of any remaining unearned balance, if applicable).

The Client agrees to reimburse Tony Musso for any additional expenses necessary for the completion of the work. Expenses may include (but are not limited to) purchase of domain names, special fonts and stock photography.

All Charges are exclusive of VAT.

2. Invoices and Payment

Tony Musso shall submit invoices in line with the timescales above (or as otherwise stated in the Quote). Invoices are normally sent via email, but hard copy invoices are available on request. Payment is due on receipt of the invoice by the Client.

Payment for services is due by bank transfer. Bank details will be made available on invoices.

If the Client fails to make any payment due to Tony Musso by the due date for payment, then, without limiting Tony Musso’s remedies under or in connection with these terms and conditions, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Tony Musso’s web space, Tony Musso will, at its discretion, remove all such material from its web space. Tony Musso is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Tony Musso reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Tony Musso in enforcing these Terms.

3. Client Review

Tony Musso will provide the Client with an opportunity to review the appearance and content of the design and deliverables during the design phase and once the Services (or the relevant project stage) are completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Tony Musso otherwise within ten (10) days of the date the materials are made available to the Client.

4. Turnaround Time and Client Responsibilities

Tony Musso will deliver the agreed deliverables for the Services by the date specified in the Quote or project proposal, or at another date agreed with the Client upon Tony Musso receiving the initial payment, unless a delay is specifically requested by the Client and agreed by Tony Musso.

In return, the Client agrees to provide Tony Musso promptly with all necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by Tony Musso for the performance of the Services. This shall include the Client delegating a single individual as a primary contact to aid Tony Musso with progressing the commission in a satisfactory and expedient manner.

During the project, Tony Musso may require the Client to provide content and materials reasonably needed to perform the Services, which may include (without limitation) text, images, video/audio files, brand assets, logos, product information, packaging copy, legal text, technical specifications, print requirements, and any relevant background information.

5. Failure to provide required information, content, approvals or materials

Tony Musso is a small business, and to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

Project Start Date: Unless stated otherwise in the Quote, the project start date is the date Tony Musso receives (i) the agreed Deposit and (ii) the minimum information/materials reasonably required to begin work (for example: a written brief, required copy, product specifications/dimensions, brand assets, and any mandatory legal text where applicable).

This is why we ask that the Client provides all the required information in advance. On any occasion where progress cannot be made with the Services because we have not been given the required information, content, materials, feedback or approvals in the agreed time frame, and we are delayed as a result, we reserve the right to impose a surcharge of up to 25% of the Charges. Where the Services include Search Engine Optimisation or other content-dependent deliverables, we need the relevant text content in advance so that the work can be planned and completed efficiently.

If the Client agrees to provide the required information/materials and subsequently fails to do so within one week of the project start date (or another deadline stated in the Quote), we reserve the right to pause or close the project and the balance remaining becomes payable immediately. Simply put, do not give us the go ahead to start until you are ready to do so.

Abandoned projects: If the Client fails to respond to reasonable requests for information/materials, feedback or approvals for a continuous period of thirty (30) days, Tony Musso may give written notice that the project will be treated as abandoned if no response is received within a further seven (7) days. If no response is received within that period, Tony Musso may close the project.

Fees on closure due to abandonment: On closure under this clause, Tony Musso will be entitled to (i) retain the Deposit as set out in clause 1, and (ii) payment for all work completed up to the closure date and any committed third-party costs. If the Client has paid amounts in excess of the Deposit, any remaining unearned balance (if any) will be refunded (except where required by law).

Reactivation: If the Client later wishes to restart a paused or closed project, a reactivation fee may be charged and a new schedule will apply, subject to Tony Musso’s availability.

NOTE: Where copy/content is required, it must be supplied in a reasonably usable format (for example Microsoft Word, Google Docs, email, or a shared document). Where the Services involve a website, the Client should provide page copy in a way that clearly matches the agreed site pages. Where the Services involve packaging or print, the Client should provide final product text, legal copy and specifications in writing. Contact us if you need clarification on required formats.

6. Web Browsers (where applicable)

This clause applies only where the Services include a website or web-based deliverables.

Tony Musso makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Google Chrome, Microsoft Edge etc.). The Client agrees that Tony Musso cannot guarantee correct functionality with all browser software across different operating systems.

Tony Musso cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website has been designed and handed over to the Client. As such, Tony Musso reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

7. Termination

Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Email or telephone requests for termination of services will not be honoured until and unless confirmed in writing. The Client will be invoiced for work completed (including any expenses incurred, as outlined in clause 1) to the date of first notice of cancellation for payment in full within thirty (30) days.

8. Indemnity

All Tony Musso services may be used for lawful purposes only. The Client agrees to indemnify and hold harmless Tony Musso against all damages, losses and expenses arising as a result of any and all actions or claims resulting from the Client’s use of Tony Musso’s service.

9. Intellectual property

Background IP means any IP Rights, other than Foreground IP, that is used in connection with these Terms. Foreground IP means any IP Rights that arise or are obtained or developed by, or by a contractor on behalf of, either party in respect of the services and deliverables under or in connection with these Terms. IP Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

All Background IP, including but not limited to any IP Rights in data, files and graphic logos provided to Tony Musso by the Client, is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background IP has derived).

The Client hereby grants to Tony Musso a non-exclusive licence to publish and use such material, which may be sub-licensed to any contractor acting on behalf of Tony Musso. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Tony Musso permission and rights for use of the same. A contract for the Services shall be regarded as a guarantee by the Client to Tony Musso that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested. The Client shall indemnify and hold harmless Tony Musso against all damages, losses and expenses arising as a result of any and all actions or claims that any materials provided to Tony Musso by or on behalf of the Client infringe the IP Rights of a third party.

All Foreground IP shall vest in and be owned absolutely by the party creating or developing it. Tony Musso hereby grants the Client a non-exclusive licence of such Foreground IP for the Client’s internal and external use in connection with the deliverables supplied under the Services.

Source Files: Unless otherwise agreed in writing before the commencement of the project, source files (including, but not limited to, original design files, layered PSDs, AI files, or other editable formats) are not included in the final deliverables. If the Client requires access to source files, this must be requested in advance, in writing, and additional fees will apply.

10. Confidentiality

Each party (the Receiving Party) shall use its reasonable endeavours to keep confidential all information and documentation disclosed by the other party (the Disclosing Party), before or after the date of these Terms, to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any software, operations, products, processes, dealings, trade secrets or the business of the Disclosing Party (including without limitation all associated software, specifications, designs and graphics) or which is identified by the Disclosing Party as confidential (the Confidential Information) and will not use any Confidential Information for any purpose other than the performance of its obligations under these Terms. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party. This clause shall survive the termination of these Terms for whatever cause.

During the term of these Terms the Receiving Party may disclose the Confidential Information to its employees and sub-contractors (any such person being referred to as the Recipient) to the extent that it is reasonably necessary for the purposes of these Terms. The Receiving Party shall procure that each Recipient is made aware of and complies with all the Receiving Party’s obligations of confidentiality under these Terms as if the Recipient was a party to these Terms.

The obligations in this clause 10 shall not apply to any Confidential Information which is:

• at the date of these Terms already in, or at any time after the date of these Terms comes into, the public domain other than through breach of these Terms by the Receiving Party or any Recipient;
• furnished to the Receiving Party or any Recipient without restriction by a third party having a bona fide right to do so; or
• required to be disclosed by the Receiving Party by law or regulatory requirements, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.

All tangible forms of Confidential Information, including, without limitation, all summaries, copies, excerpts of any Confidential Information whether prepared by the Disclosing Party or not, shall be the sole property of the Disclosing Party, and shall be immediately delivered by the Receiving Party to the Disclosing Party upon the Disclosing Party’s request or the termination of these Terms (whichever is earlier). The Receiving Party shall not copy, reproduce, publish or distribute in whole or in part any Confidential Information without the prior written consent of the Disclosing Party.

11. Data protection

For the purposes of this clause, Data Protection Law means the General Data Protection Regulation (EU) 2016/679, the Data Protection Act 2018, any other data protection and/or privacy laws applicable to Tony Musso, and any applicable laws replacing, amending, extending, re-enacting or consolidating the above from time to time.

Both parties will comply with all applicable requirements of Data Protection Law. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Data Protection Law.

The Client will comply with Data Protection Law in connection with the collection, storage and processing of personal data (which shall include you providing all the required fair processing information to, and obtaining all necessary consent from, data subjects), and the exercise and performance of your respective rights and obligations under these terms and conditions, including all instructions given by the Client to Tony Musso and maintaining all relevant regulatory registrations and notifications as required under Data Protection Law.

The parties acknowledge that if Tony Musso processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and Tony Musso is the processor for the purposes of Data Protection Law.

The scope, nature and purpose of processing by Tony Musso, the duration of the processing and the types of personal data and categories of data subject are set out in our Privacy Notice and the Quote.

12. Standard Media Delivery

Unless otherwise specified in the Quote, this Agreement assumes that any text will be provided by the Client in electronic format (Word or Google Docs delivered via USB drive, e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Tony Musso to return to the Client any images or printed material provided for use in creation of the deliverables under the Services, such return cannot be guaranteed.

13. Design Credit and Marketing

Where the Services include a website, a link to Tony Musso will appear in either small type or by a small graphic at the bottom of the Client’s website. If a graphic is used, it will be designed to fit in with the overall site design. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than £5000, a fixed fee of £500 will be applied.

The Client agrees that the deliverables developed for the Client (including any website, where applicable) may be presented in Tony Musso’s portfolio, and hereby grants Tony Musso a worldwide, perpetual, non-exclusive licence to use its name, logo and branding for advertising, marketing and promotional activities.

14. Third Party Servers (where applicable)

This clause applies only where the Services include a website or server-based installation.

Tony Musso designs and tests websites to work on its own servers, and cannot guarantee correct functionality if the Client wishes to use a third-party server. In the event that the Client is using a third-party server, it is the responsibility of the Client and any third party host to ensure that the server is compatible with the website. Tony Musso will assist the Client to configure the server if this is required. However, this may be subject to additional charges.

If the Client’s website is to be installed on a third-party server, Tony Musso must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

15. Post-Delivery Alterations

In the event that the Client wishes to make alterations to the deliverables once supplied (including, where relevant, after a website is installed or handed over), the Client agrees to give Tony Musso the opportunity to quote to provide such alterations. There is no obligation on the Client to accept the quote provided by Tony Musso.

Tony Musso cannot accept responsibility for any alterations caused by the Client or a third party occurring to the deliverables (including any website, files, artwork, or assets) once supplied or handed over. Such alterations include, but are not limited to additions, modifications or deletions.

16. Domain Names (where applicable)

Tony Musso may purchase domain names on behalf of the Client. Payment in relation to, and renewal of, those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Tony Musso. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

17. Third Party Products

Any third party software which Tony Musso agrees to provide shall be supplied in accordance with the relevant licensor’s standard terms. The one-off licence fee for such third party software is included in the Charges payable pursuant to clause 1.

18. General

These Terms constitute the entire agreement between the parties and supersedes all previous representations, promises, assurances, warranties, understandings and agreements between them, whether written or oral, relating to their subject matter.

A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of any right or remedy.

These Terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any part of these Terms.

No variation of these Terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A notice given to a party under or in connection with these Terms shall be in writing and in English, by email or next working day delivery service. Notices to the Client shall be sent to the email address or address last notified to Tony Musso. Notices to Tony Musso shall be sent to the email address or address set out at https://www.ynottony.co.uk

19. Digital Marketing

Tony Musso will honour the components of your chosen digital marketing scope of work, providing an agreement to a minimum 3 months contract is served and monthly payments are received in advance. In the event that payment is not received on time, we regret that further work will be halted until this is rectified.

20. Liability

Nothing in these Terms shall operate to exclude or limit either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud; or (c) any other liability which cannot be excluded or limited under applicable law.

Tony Musso shall not be liable under or in connection with these Terms or any collateral contract for any: (a) loss of revenue; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill or reputation; (g) loss of, damage to or corruption of data; (h) any indirect or consequential loss; (i) loss or damage caused by any inaccuracy, omission, delay or error, whether as a result of negligence or other cause in the production of any deliverables; or (j) loss or damage to the Client’s artwork/photos/materials supplied for the Services, whether as a result of negligence or otherwise.

The entire liability of Tony Musso to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

21. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the original provision.

22. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

23. Revisions - What constitutes as a revision

Revisions are minor changes in the design and text. In general, the design will stay the same, but we can move and change parts of the design/packaging. Revision Examples: change text, change photo, add to front, move to back, add icon etc.