Terms + Conditions

All work is governed By the following “Terms & Conditions”.

When we work together contracts and service level agreements are clearly established prior to confirming a project. In confirming a job together please note that you/the company are agreeing to the below terms and conditions. If you have any questions or comments regarding my Terms and Conditions, please reach out to on the form below under “Contact”.

“Terms and Conditions”

These Terms and Conditions govern all work carried out by Elizabeth Clarke, a sole trader (the “Talent”), for the Client (the “Client” or “You”). By confirming any project, You agree to be bound by these Terms and Conditions.

If you have any questions about these Terms and Conditions, please get in touch before confirming a booking.

1. Parties and Status

1.1 The Talent provides services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the Talent and the Client.

1.2 The individual signing or otherwise accepting this Agreement on behalf of the Client confirms that they have full authority to bind the Client.

2. Term and Project Basis

2.1 These Terms and Conditions apply to each project agreed in writing between the Talent and the Client (each a “Project”).

2.2 The term of a Project (the “Term”) will be the period needed for the Talent to complete the agreed services for that Project, as described in a written proposal, booking confirmation, statement of work, or purchase order (the “Proposal”).

2.3 “Deliverables” means all written, visual, or other materials created by the Talent specifically for a Project as described in the applicable Proposal.

3. Services

3.1 The Client will provide a clear description of the services required (the “Services”) and an overall description of the Project in the Proposal.

3.2 The Talent will perform the Services with reasonable care and skill, using appropriate professional equipment, software, subscriptions, and supplies.

3.3 The Client will provide all necessary briefing materials, including (where applicable) notes, decks, briefs, animatics, storyboards, scripts, video calls, and any other information or materials reasonably required for the Talent to complete the Project.

3.4 If further Services are requested beyond those set out in the Proposal, the Talent will notify the Client of any additional fees and, where required, provide an updated Proposal for written approval before undertaking the additional work.

3.5 The Talent shall not be responsible for delays or failure to perform caused by the Client’s failure to provide required information, materials, or approvals in a timely manner.

4. Booking Days

4.1 A “Booking Day” is defined as up to nine (9) working hours (excluding reasonable breaks) in a calendar day.

4.2 Up to one (1) hour of a Booking Day may, by agreement, roll into the next calendar day. Any additional time beyond this must be booked in advance as further Booking Days.

4.3 The Talent will inform the Client if additional time is reasonably required to complete the Project. Additional time is subject to the Talent’s availability and Client approval.

4.4 Booking Days are time-based and are chargeable irrespective of whether a particular Deliverable is completed within that Booking Day.

5. Fees and Payment

5.1 Fees for the Project shall be as set out in the Proposal or accompanying rate card.

5.2 Unless otherwise agreed in writing, payment terms are 30 days from the date of invoice (Net 30).

5.3 Invoices shall be paid in Pounds Sterling (GBP) by electronic bank transfer. Cheques are not accepted.

5.4 If late payment has previously occurred, the Talent may require up to 50% of the total fee in advance before the Project start date.

5.5 If any sum is not paid in full by the due date, the Talent may charge interest and/or a late payment fee at a rate of interest at the statutory rate under the Late Payment of Commercial Debts (Interest) Act 1998, or 2% per month, whichever is higher on the outstanding amount, accruing daily until payment is made in full, without prejudice to any other rights or remedies.

5.6 Suspension for Non-Payment. The Talent reserves the right to suspend Services and delivery of Deliverables where any undisputed invoice remains unpaid after the due date, without liability, until payment is brought up to date.

6. Billing Information. 

6.1 The Client shall provide the Talent, in advance of invoicing, with all information reasonably required for invoicing purposes, including but not limited to the Client’s full legal name, registered address, billing address (if different), purchase order number (if applicable), and any applicable tax or VAT registration number.

The Talent shall not be responsible for any delay in issuing invoices or receiving payment where such delay results from the Client’s failure to provide complete or accurate billing information.

7. Collection of Unpaid Fees

7.1 If payment remains outstanding after the due date, the Talent may send up to three (3) written reminders to the Client.

7.2 If the invoice remains unpaid after reasonable reminders, the Talent may:

Instruct a professional collections agency or solicitor; and/or

Take legal action, including issuing a claim in the small claims court in England and Wales, subject to applicable jurisdictional rules.

7.3 The Client will be responsible for all reasonable costs of recovery, including legal fees and court fees, to the extent permitted by law.

8. Intellectual Property – Written Work

8.1 This clause applies where the Talent is engaged as a writer.

8.2 Subject to timely payment of all fees due for the Project, the Talent assigns to the Client all intellectual property rights in the original written materials created by the Talent specifically for the Project (the “Written Deliverables”) to the fullest extent permitted by law, for the whole term of such rights and in all territories.

8.3 Until full payment is received, all rights in the Written Deliverables remain with the Talent.

8.4 The Talent will, at the Client’s reasonable request and expense, execute any documents necessary to confirm or perfect this assignment.

9. Intellectual Property – Visual Research and Design

9.1 This clause applies where the Talent acts as a visual researcher or designer.

9.2 The Client acknowledges that the Talent may use third‑party materials (such as reference images, stock media, fonts, or other creative assets) in the Project for which the Talent does not own the underlying rights.

9.3 Subject to timely payment of all fees due, the Talent assigns to the Client, to the greatest extent possible, all rights the Talent owns in original visual or design work created specifically for the Project (the “Design Deliverables”), but does not and cannot assign any rights the Talent does not own (including rights in third‑party materials or tools).

9.4 The Client is responsible for ensuring it has (or obtains) appropriate licences or permissions for any third‑party materials it instructs the Talent to use, or that are incorporated at the Client’s request.

9.5 The Talent will, at the Client’s reasonable request and expense, execute documents necessary to confirm or perfect this assignment with respect to rights the Talent owns.

10. Background IP

10.1 The Talent retains all rights in any pre‑existing materials, methods, tools, know‑how, templates, and processes used in connection with the Project (the “Background IP”).

10.2 To the extent Background IP is incorporated into any Deliverables, the Talent grants the Client a non‑exclusive, worldwide, royalty‑free licence to use that Background IP solely as part of the Deliverables for the Client’s internal and external business purposes.

11. Portfolio and Self‑Promotion Rights

11.1 The Client grants the Talent the right to use the Deliverables and Project materials (which may include the Client’s name, brand, and logos) in whole, in part, or in anonymised form for the Talent’s own portfolio and self‑promotional purposes, including on websites, social media, showreels, and in case studies. Such use shall not imply Client endorsement of the Talent.1

11.2 If the Client requires confidentiality (for example, in connection with unreleased campaigns), it must notify the Talent in writing. In such cases, the Talent will not publicly display the work until the Client gives written permission, or as otherwise agreed.

12. Use of Client Materials and Intellectual Property

12.1 The Client grants the Talent a non‑exclusive, royalty‑free licence to use the Client’s materials and intellectual property (including trademarks, logos, footage, and scripts) solely for the purpose of performing the Services and creating the Deliverables.

12.2 The Talent will not use the Client’s intellectual property for any other purpose without the Client’s prior written consent, except as expressly allowed under the portfolio rights in clause 10.

13. Confidentiality and Data Protection

13.1 Each party will keep confidential any non‑public information disclosed by the other party in connection with the Project and will use such information only for performing or receiving the Services, except where disclosure is required by law.

13.2 Where the Talent processes any personal data on behalf of the Client, both parties will comply with applicable data protection laws, including UK GDPR and any relevant EU or local data protection regulations. Where necessary, the parties will enter into a separate data processing agreement.

14. Completion, Delivery, and Acceptance

14.1 The Talent will use reasonable efforts to deliver the Deliverables in accordance with any timelines agreed in the Proposal. All delivery dates are estimates unless expressly stated to be fixed.

14.2 The Project Deliverables shall be deemed accepted in full unless the Client notifies the Talent in writing of any material issues within seventy-two (72) hours of delivery (by email, file transfer, or other agreed delivery method) specifying the nature of such issues.

14.3 Where legitimate issues are raised within that period, the Talent will use reasonable efforts to correct or address them in accordance with the scope agreed in the Proposal. For the avoidance of doubt, this does not include new requirements, additional creative changes, or changes to scope.

14.4 Upon acceptance (or deemed acceptance) of the Deliverables, the Talent will issue an invoice for the applicable fees.

15. Cancellations, Rescheduling, and Refunds

15.1 If the Client cancels a Booking Day, the following cancellation fees shall apply:

(a) Less than twelve (12) hours’ written notice: 100% of the agreed fee for the affected Booking Day(s).

(b) Twelve (12) to twenty-four (24) hours’ written notice: 50% of the agreed fee for the affected Booking Day(s).

(c) Twenty-four (24) to forty-eight (48) hours’ written notice: 25% of the agreed fee for the affected Booking Day(s).

(d) More than forty-eight (48) hours’ written notice: no cancellation fee.

15.2 Where no cancellation fee applies, or where a partial fee has been charged, any pre-paid fees for unworked Booking Days may, at the Talent’s discretion, be refunded or credited against a future booking.

15.3 If the Client terminates a Project before completion (other than for the Talent’s material breach), the Client shall pay for:

(a) all Booking Days worked up to the effective date of termination; and

(b) any non-cancellable expenses reasonably incurred.

15.4 Either party may terminate the Project with immediate effect by written notice if the other party commits a material breach which is not remedied (where capable of remedy) within fourteen (14) days of written notice specifying the breach.

15.5 The Talent may terminate a Project on fourteen (14) days’ written notice. In such circumstances, the Client shall pay for all Services performed and Booking Days worked up to the termination date and any non-cancellable commitments or expenses incurred prior to termination..

16. Limitation of Liability

16.1 Nothing in this Agreement limits or excludes either party’s liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

16.2 Subject to clause 15.1, the Talent’s total aggregate liability arising out of or in connection with a Project (whether in contract, tort, or otherwise) shall not exceed the total fees paid or payable by the Client for that Project.

16.3 The Talent shall not be liable for any loss of profit, loss of business, loss of data, loss of goodwill, or any indirect or consequential loss or damage.

17. Warranties

17.1 The Talent warrants that:

The Services will be performed with reasonable care and skill; and

To the Talent’s reasonable knowledge, the Deliverables (excluding Client materials and third‑party content requested or supplied by the Client) will not infringe any third‑party intellectual property rights.

17.2 The Client warrants that:

It has all necessary rights and permissions in any materials it supplies; and

The use of such materials by the Talent for the Project will not infringe any third‑party rights.

18. Assignment

18.1 The Client may assign or transfer its rights in the Deliverables to third parties, provided that such third parties comply with these Terms and Conditions as applicable.

18.2 The Talent may not subcontract or assign performance of the Services without the Client’s prior consent.

19. Force Majeure

19.1 Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to events beyond its reasonable control, including acts of God, war, strikes, failure of utilities, or government restrictions.

19.2 If such a situation continues for more than thirty (30) days, either party may terminate the affected Project on written notice.

20. No Waiver and Variation

20.1 No failure or delay by either party in exercising any right or remedy shall constitute a waiver of that or any other right or remedy.

20.2 Any variation to these Terms and Conditions or to a Proposal must be in writing and signed or otherwise clearly agreed by both parties.

21. Severability

21.1 If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

22. Governing Law and Jurisdiction

22.1 These Terms and Conditions and any dispute or claim arising out of or in connection with them or any Project shall be governed by and construed in accordance with the laws of England and Wales.

22.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or any Project, subject to the rules of any applicable small claims court.

23. Entire Agreement

23.1 These Terms and Conditions, together with any applicable Proposal, constitute the entire agreement between the Talent and the Client in relation to the relevant Project and supersede all prior discussions, communications, or understandings, whether written or oral, relating to that Project.