Terms & Conditions
ABD Sign Company
Terms and Conditions
Proprietor: Joshua Harris
Trading name: ABD Sign Company
Website: abdsigncompany.co.uk
Last updated: JULY 2026
These Terms and Conditions apply to design, sign painting, signwriting, gilding, artwork, personalised gifts, decorative pieces, installation and related services provided by Joshua Harris trading as ABD Sign Company.
They apply to both businesses and individuals purchasing for personal use. Certain terms apply differently depending on whether the Client is a Business Client or a Consumer.
A quotation, proposal, project brief, order confirmation or invoice issued by Joshua Harris trading as ABD Sign Company, together with these Terms, forms the agreement between ABD Sign Company and the Client.
1. Definitions
In these Terms:
“ABD Sign Company”, “we”, “us” and “our” mean Joshua Harris, a sole trader trading as ABD Sign Company.
“Business Client” means a person, company, partnership, charity, organisation or other entity purchasing Goods or Services wholly or mainly for purposes connected with its trade, business, craft or profession.
“Consumer” means an individual purchasing Goods or Services wholly or mainly for purposes outside their trade, business, craft or profession.
“Client”, “you” and “your” mean either a Business Client or a Consumer commissioning the Project.
“Services” means design, artwork, sign painting, signwriting, gilding, manufacture, preparation, installation, consultancy or other work described in our quotation or order confirmation.
“Goods” means any physical sign, panel, artwork, personalised gift, decorative piece, painted object or other physical product supplied as part of the Project.
“Personalised Goods” means Goods made to the Client’s specifications or clearly personalised for a particular person, business, property, event or purpose.
“Project” means the Goods and Services commissioned by the Client.
“Artwork” means all sketches, concepts, layouts, lettering, illustrations, digital files, working files, mock-ups, proofs and final designs created by us.
“Working Day” means Monday to Friday, excluding public holidays in England and Wales.
2. Application of These Terms
2.1 These Terms apply to all Goods and Services supplied by ABD Sign Company unless we agree otherwise in writing.
2.2 The Client accepts these Terms by doing any of the following:
accepting our quotation or proposal;
paying a deposit;
confirming the Project by email or message;
signing a Project Acceptance form;
approving an order; or
instructing us to begin work.
2.3 Clauses stated to apply only to Business Clients do not apply to Consumers.
2.4 Nothing in these Terms excludes, restricts or replaces any statutory rights available to a Consumer.
2.5 Where the quotation, proposal or order confirmation conflicts with these Terms, the quotation, proposal or order confirmation takes priority for that Project, except where this would unlawfully restrict a Consumer’s rights.
3. Quotations
3.1 Quotations are valid for 30 days from their date unless stated otherwise.
3.2 A quotation is based on the information, measurements, photographs, access details, surface information and specifications available when it is prepared.
3.3 Unless expressly included, a quotation does not include:
planning permission or listed-building consent;
landlord, freeholder or local-authority approval;
scaffolding, powered access equipment or specialist access equipment;
electrical work;
structural repairs;
substantial surface preparation or repair;
removal of existing signs, vinyl, fixings or coatings;
parking, congestion, toll or permit charges;
accommodation or exceptional travel expenses;
specialist delivery or storage;
customs charges or import duties;
costs arising from inaccurate information supplied by the Client; or
work not expressly described in the quotation.
3.4 Estimated start and completion dates are provisional until the deposit has cleared and all required information and approvals have been received.
3.5 Obvious clerical, typographical or calculation errors in a quotation may be corrected.
3.6 If the information supplied by the Client changes or proves inaccurate, we may revise the quotation.
3.7 Unless stated otherwise, prices are exclusive of VAT. VAT will only be added where ABD Sign Company is registered and legally required to charge it.
4. Deposit and Booking
4.1 Unless otherwise stated in the quotation, a deposit of [50%] of the quoted price is required before:
the Project is booked into our schedule;
design work begins;
materials are ordered; or
production begins.
4.2 The booking is not confirmed until:
the quotation or order has been accepted;
the deposit has cleared;
the Client has supplied the required brief, wording, dimensions and artwork;
access and site information has been provided where relevant; and
any other stated booking requirements have been completed.
4.3 The deposit contributes towards design time, administration, scheduling, preparation, materials and other costs associated with the Project.
4.4 Where the Client cancels, we may retain or charge an amount that reasonably reflects:
work already completed;
time reasonably reserved for the Project;
materials ordered or purchased;
supplier charges;
non-recoverable expenses; and
reasonable losses directly caused by the cancellation.
4.5 Where the Client is a Consumer, we will not retain more than is reasonably permitted by law. Any amount paid above our reasonable losses will be refunded.
4.6 The deposit will be deducted from the final amount payable.
4.7 We are not required to order materials or reserve production dates before the deposit has cleared.
5. Scope of Work
5.1 We will supply the Goods and Services described in the accepted quotation, proposal, project brief or order confirmation.
5.2 Only work expressly described in those documents is included in the agreed price.
5.3 Any additional work requested by the Client or made necessary by circumstances outside the agreed scope will be charged separately.
5.4 Where reasonably practical, we will notify the Client of additional charges before undertaking additional work.
5.5 We may use suitably qualified assistants, subcontractors or specialist suppliers to complete part of the Project.
5.6 The use of assistants or subcontractors does not remove our responsibility for the Services we have agreed to supply.
5.7 Unless expressly agreed, the Client is not purchasing a fixed amount of labour time. The price is for the agreed outcome and scope of work.
6. Design Process and Revisions
6.1 The quotation will state whether design work is included and how many rounds of revisions are permitted.
6.2 Unless stated otherwise, the quoted price includes three reasonable rounds of revisions to the proposed design.
6.3 A round of revisions means one consolidated set of reasonable changes supplied by the Client at the same time.
6.4 A revision does not include:
a completely new design direction;
a substantially changed brief;
replacement wording after design work has started;
significant changes to dimensions, colours or layout;
changes to the intended location or use;
recreating unsuitable or low-quality Client artwork;
combining elements from several rejected concepts;
changes requested after final approval; or
restarting work because different decision-makers have provided conflicting instructions.
6.5 Additional revisions and changes outside the agreed scope will be charged at [£35 per revision / £___ per hour], or at another rate agreed in writing.
6.6 We may pause the Project until the Client accepts any additional charge.
6.7 Design and production times may be extended by additional revisions or delayed feedback.
6.8 Minor variations are inherent in hand-painted and handmade work. Brush marks, surface texture and small differences in spacing, shape, colour or finish form part of the character of the work and are not necessarily defects.
7. Client Approval
7.1 The Client is responsible for checking all proofs carefully, including:
spelling;
wording;
punctuation;
names;
dates;
telephone numbers;
website and email addresses;
dimensions;
layout;
colours;
positioning;
brand details; and
any information intended to appear in the finished work.
7.2 Approval must be given in writing by email, message, signed proof or another agreed written method.
7.3 We may rely on approval given by the Client or a person whom the Client has presented as authorised to approve the work.
7.4 Once a design has been approved, we are not responsible for an error that was visible in the approved proof, subject to any statutory rights that cannot lawfully be excluded.
7.5 Corrections or alterations requested after approval may be treated as additional work and charged separately.
7.6 Changes requested after painting, manufacture or production has begun may require the work to be remade or repainted at the Client’s cost.
7.7 Production dates may be delayed where approval is not received by an agreed deadline.
8. Client-Supplied Information and Artwork
8.1 The Client must supply clear, accurate and complete information needed for the Project.
8.2 Where the Client supplies logos, fonts, photographs, illustrations, artwork, brand assets or other materials, the Client confirms that:
it owns the materials or has permission to use them;
we may reproduce them for the Project; and
their use will not infringe another person’s rights.
8.3 The Client is responsible for claims arising from materials or instructions it supplies, including claims involving copyright, trade marks, passing off, defamation, privacy or other third-party rights.
8.4 We may refuse to reproduce material that we reasonably believe is unlawful, offensive, misleading or infringes another person’s rights.
8.5 Additional time spent recreating, tracing, repairing or converting unsuitable files may be charged separately.
8.6 We are not responsible for reduced quality caused by low-resolution, incomplete or unsuitable files supplied by the Client where we have drawn the issue to the Client’s attention.
9. Intellectual Property
9.1 All intellectual-property rights in Artwork created by ABD Sign Company remain owned by Joshua Harris unless those rights are expressly transferred in a separate written agreement.
9.2 Payment for a physical sign, gift, painted object or completed item does not automatically transfer:
copyright;
ownership of the underlying design;
editable artwork;
source or working files;
rejected concepts;
design systems; or
reproduction rights.
9.3 Once the Project has been paid for in full, the Client may possess, display, photograph and enjoy the completed Goods for the purpose for which they were commissioned.
9.4 A Business Client may display and photograph the completed Goods as part of its ordinary business activities and marketing.
9.5 A Consumer may display, give away and photograph the completed Goods for personal and non-commercial purposes.
9.6 Where a commissioned design is intended to function as a business logo or brand identity, the quotation must state the commercial usage rights included.
9.7 Unless wider rights are expressly included in the quotation, the Client may not:
reproduce the design on additional signs or items;
use the design at additional premises;
produce merchandise bearing the design;
give the Artwork to another sign painter, designer or manufacturer;
commission copies from another supplier;
sell, sublicense or distribute the Artwork;
substantially modify or adapt the Artwork;
use rejected concepts or draft designs;
claim authorship of the Artwork; or
request or use editable working files.
9.8 Wider commercial usage, additional-location rights, editable artwork, logo rights or an assignment of copyright may be purchased under a separate written licence or agreement.
9.9 No licence or usage right takes effect until all amounts due for the Project have been paid.
9.10 Where the Client provides an existing logo or design, ownership of that Client-supplied material remains with its existing owner.
10. Portfolio, Photography and Publicity
10.1 Unless confidentiality or publication restrictions have been agreed in writing before work begins, we may photograph or film:
the work in progress;
the completed work;
the installation or painting process;
the premises; and
the finished item in its intended setting.
10.2 We may use this material in:
our portfolio;
our website;
social media;
printed promotion;
advertising;
editorial features;
awards submissions; and
educational or behind-the-scenes content.
10.3 We will take reasonable care not to reveal confidential or sensitive information visible at the premises.
10.4 Where a personal commission is intended as a surprise or gift, the Client should notify us of the date before which the work must not be published.
10.5 The Client must notify us before accepting the quotation if photography, filming or publication is prohibited or restricted.
10.6 A restriction requested after work has begun may not apply to material already created or published unless agreed otherwise.
11. Site Access and Working Conditions
11.1 Where work is carried out at the Client’s premises, the Client must provide safe, reasonable and timely access to the premises and working area.
11.2 The Client is responsible for:
obtaining permission from the property owner, landlord or freeholder;
obtaining planning permission, listed-building consent and other necessary approvals;
providing accurate site and surface information;
arranging access during agreed working times;
keeping the working area reasonably clear;
notifying staff, tenants, neighbours or contractors where necessary;
providing agreed electricity, water, lighting or welfare access;
informing us of hazards, restrictions and site rules;
ensuring that children, customers, pets and unauthorised persons do not enter the working area; and
ensuring that other contractors do not interfere with our work.
11.3 If we cannot start or continue because access is unavailable, the site is unsafe, another contractor is obstructing the work or required preparation has not been completed, we may charge for:
lost working time;
travel;
parking;
materials;
additional attendance; and
rescheduling.
11.4 We may suspend or refuse work where we reasonably believe conditions are unsafe or unsuitable.
11.5 The Client must not touch, clean, cover or interfere with newly painted or installed work until we confirm that it is safe to do so.
11.6 The Client is responsible for securing the site and completed work outside our working hours unless agreed otherwise.
12. Surface Condition and Preparation
12.1 The appearance and durability of painted work depend on the suitability and condition of the underlying surface.
12.2 Unless surface preparation is expressly included, the Client must ensure that the surface is:
structurally sound;
stable;
clean;
dry;
suitably primed where necessary; and
ready to receive the agreed paint or finish.
12.3 We are not responsible for failure, damage or deterioration caused by:
damp, water ingress or condensation;
rot, rust, corrosion or structural movement;
loose, flaking or incompatible previous coatings;
contamination, grease, wax, silicone or cleaning products;
poor-quality or unsuitable substrates;
hidden defects;
incorrectly cured paint, render or plaster;
moisture trapped beneath coatings;
movement or failure of the building or signboard;
preparation undertaken by the Client or another contractor; or
inaccurate information about the surface.
12.4 If unsuitable conditions are discovered, we may pause the Project and recommend additional preparation or repair.
12.5 Additional preparation, materials, travel, equipment or delays may be charged separately.
12.6 Where the Client declines recommended preparation or repair, we may:
refuse to continue;
require the Client to accept the risk in writing; or
proceed without guaranteeing the affected finish or durability, where lawful.
13. Colours, Samples and Materials
13.1 Digital proofs and images viewed on a screen are illustrative only.
13.2 Colours may appear different in the completed work because of:
screen settings;
lighting;
paint manufacture;
application method;
surface texture;
surrounding colours;
finish or sheen; and
natural variations in handmade work.
13.3 Unless a precise colour-matching service is expressly included, colour matches are approximate.
13.4 Paint samples and swatches may also differ slightly from the finished work because of the substrate, scale and application method.
13.5 We may substitute a specified product or material where it is unavailable, discontinued or unsuitable, provided that the replacement is reasonably comparable.
13.6 We will seek approval before making a substitution that materially changes the appearance, performance or price.
13.7 Natural ageing, fading, weathering and gradual loss of finish are not necessarily defects.
14. Weather and Other Delays
14.1 Exterior painting and installation depend on suitable weather, temperature and surface conditions.
14.2 We may postpone or suspend work because of:
rain;
wind;
extreme heat or cold;
damp;
unsafe conditions;
unsuitable drying conditions; or
a forecast that creates a reasonable risk to the work or safety.
14.3 Weather-affected dates are estimates only and will be rearranged as reasonably practicable.
14.4 We are not responsible for delay or failure caused by circumstances beyond our reasonable control, including:
adverse weather;
illness or injury;
transport disruption;
material shortages;
supplier delays;
access restrictions;
action by authorities;
utility failure;
industrial disputes;
fire, flood or extreme weather;
civil disturbance;
failure of equipment despite reasonable maintenance;
failure by the Client or another contractor; or
any comparable event outside our reasonable control.
14.5 We will notify the Client of a significant delay as soon as reasonably practicable.
14.6 A reasonable delay caused by these circumstances does not entitle a Business Client to cancel without paying for work completed, materials purchased and costs incurred.
14.7 A Consumer retains any cancellation or remedy rights that apply under consumer law.
15. Changes to the Project
15.1 A change to any of the following may affect the price and completion date:
the brief;
dimensions;
wording;
artwork;
materials;
colours;
quantity;
location;
installation method;
access arrangements;
timetable; or
any other Project requirement.
15.2 We may issue a revised quotation or written change order before carrying out the changed work.
15.3 Additional work will be charged at the rate stated in the quotation or, where no rate is stated, at our current hourly or day rate plus materials and expenses.
15.4 Instructions given on site by the Client or an authorised representative may be treated as approval for the resulting additional work and charges.
15.5 For significant changes, we may require written approval of the additional price before continuing.
15.6 We are not required to proceed with additional work until the price and revised timetable have been accepted.
15.7 Changes requested after production has begun may result in part or all of the work being charged again.
16. Consumer Cancellation Rights
16.1 This section applies only where the Client is a Consumer.
16.2 Where a contract is concluded entirely online, by email, telephone, social media or away from our usual business premises, the Consumer may have a statutory right to cancel within 14 days without giving a reason.
16.3 For a contract mainly involving Services, the cancellation period generally begins when the contract is entered into.
16.4 For standard Goods, the cancellation period generally ends 14 days after the Consumer receives the Goods, subject to the applicable law.
16.5 To exercise a statutory right to cancel, the Consumer must clearly inform us by email or another written method.
16.6 The Consumer may use the following wording:
“I hereby give notice that I wish to cancel my contract for the following Project: [PROJECT DETAILS]. Ordered on: [DATE]. Name: [NAME]. Address: [ADDRESS]. Date: [DATE].”
Personalised Goods
16.7 The statutory right to change one’s mind may not apply to Goods that are made to the Consumer’s specifications or are clearly personalised.
16.8 This may include:
commissioned signs;
name signs;
wedding or event signs;
personalised gifts;
bespoke painted objects;
custom decorative pieces; and
artwork made for a particular person, property or purpose.
16.9 This exemption does not affect the Consumer’s rights where Goods are faulty, not as described or otherwise fail to meet legal requirements.
Beginning Services During the Cancellation Period
16.10 Where a Consumer asks us to begin design, preparation or other Services before the end of the 14-day cancellation period, we will request the Consumer’s express agreement.
16.11 If the Consumer subsequently cancels after requesting an early start, the Consumer may be required to pay a reasonable amount for Services supplied up to the cancellation date.
16.12 Where the Services have been fully performed during the cancellation period, the Consumer may lose the statutory right to cancel if:
the Consumer expressly requested that the Services begin;
the Consumer acknowledged that the right to cancel would be lost once the Services were fully performed; and
the Services have been fully completed.
17. Other Cancellations and Rescheduling
Business Clients
17.1 A Business Client may cancel the Project by giving written notice.
17.2 If a Business Client cancels after accepting the quotation, it must pay for:
design and administration already completed;
materials ordered or purchased;
supplier cancellation charges;
non-recoverable expenses;
work completed up to the cancellation date;
reserved labour or production time that we cannot reasonably rebook; and
other reasonable losses directly caused by the cancellation.
17.3 If a Business Client cancels or postpones within five Working Days of an agreed on-site start date, we may charge up to one full day of the reserved labour rate in addition to other costs and losses.
17.4 If cancellation or postponement occurs within 24 hours of the agreed start time, the full labour charge reserved for that day may be payable.
Consumers
17.5 Where no statutory cancellation right applies, or the statutory cancellation period has expired, a Consumer may cancel by giving written notice.
17.6 The Consumer may be required to pay a reasonable amount reflecting:
work completed;
design and preparation time;
personalised or non-returnable materials;
materials specifically ordered for the Project;
supplier charges;
other non-recoverable costs; and
reasonable losses directly resulting from the cancellation.
17.7 We will take reasonable steps to reduce avoidable losses, including reusing materials or reallocating booked time where reasonably possible.
17.8 We will not retain more from a Consumer than reasonably reflects the work, costs and losses resulting from the cancellation.
Rescheduling
17.9 Where the Client postpones a Project, replacement dates will depend on our availability.
17.10 Additional costs caused by postponement may be charged where reasonable, including:
storage;
additional travel;
replacement materials;
equipment hire;
repeated site attendance; and
supplier charges.
17.11 A significantly postponed Project may be subject to revised pricing.
17.12 If we cancel a Project without a contractual or legal right to do so, the Client will receive a refund of amounts paid for Goods or Services not supplied.
18. Delivery, Collection and Risk
18.1 The quotation will state whether delivery, installation or collection is included.
18.2 Any delivery or completion date is an estimate unless expressly agreed as a fixed deadline.
18.3 The Client must inspect Goods promptly following delivery or collection.
18.4 Where a Business Client arranges its own courier or transport, responsibility for the Goods passes to the Business Client when the Goods are handed to that courier or transport provider.
18.5 Where we arrange delivery to a Consumer, responsibility for the Goods passes in accordance with applicable consumer law.
18.6 The Client is responsible for providing an accurate delivery address and suitable access.
18.7 Additional delivery attempts caused by incorrect information or unavailable access may be charged.
18.8 We may store completed Goods for a reasonable period after notifying the Client that they are ready.
18.9 If Goods are not collected or cannot be delivered because of the Client, reasonable storage and repeated-delivery charges may apply.
18.10 We will give reasonable written notice before disposing of or selling uncollected Goods, and will act in accordance with applicable law.
19. Payment
19.1 The payment schedule will be stated in the quotation.
19.2 Unless stated otherwise:
the deposit is payable when the quotation is accepted; and
the remaining balance is payable within seven days of completion or the final invoice, whichever occurs first.
19.3 We may require interim or stage payments for larger Projects.
19.4 Personalised Goods may be required to be paid for in full before delivery, collection or dispatch.
19.5 Business Client invoices must be paid without deduction, retention, withholding, counterclaim or set-off unless required by law or agreed in writing.
19.6 The Client must raise any genuine invoice query promptly and provide clear details.
19.7 The undisputed part of an invoice remains payable by its due date.
19.8 Completion is not delayed merely because the Client chooses not to open, trade from, display, gift or otherwise use the completed work immediately.
19.9 Where completion is prevented by the Client, we may invoice for:
work completed;
materials purchased;
Goods produced;
scheduled time lost; and
reasonable additional costs.
19.10 Ownership of physical Goods does not pass to the Client until those Goods have been paid for in full, to the extent permitted by law.
20. Late Payment
20.1 If a payment is not made by its due date, we may:
suspend further design, production or site work;
withhold delivery of Goods, Artwork or files;
remove the Project from our schedule;
require payment in advance for remaining work; and
recover reasonable debt-collection costs where permitted.
20.2 Where the Client is a Business Client, we reserve the right to claim statutory interest, fixed-sum compensation and recovery costs available under legislation governing late commercial payments.
20.3 Any interest or recovery charge applied to a Consumer must be reasonable, proportionate, clearly communicated and permitted by law.
20.4 Suspension for non-payment may affect the Project timetable.
20.5 We are not responsible for delays resulting from the Client’s failure to make a payment when properly due.
21. Completion, Inspection and Defects
21.1 The Client should inspect the completed Goods and Services as soon as reasonably practicable.
21.2 The Client should report an alleged defect in writing as soon as possible and provide:
photographs;
a clear description of the issue;
the date it was first noticed; and
any relevant information about use, storage, cleaning or site conditions.
21.3 Business Clients should report visible defects within seven days of completion or delivery.
21.4 The seven-day reporting period does not remove or shorten a Consumer’s statutory rights.
21.5 We must be given a reasonable opportunity to inspect and, where appropriate, remedy a valid defect.
21.6 The Client should not arrange repair, repainting, alteration or replacement by another contractor before allowing us a reasonable opportunity to inspect and remedy the issue.
21.7 We are not responsible for damage, deterioration or defects caused by:
misuse, impact or vandalism;
inappropriate cleaning products;
pressure washing;
scratching or abrasion;
unsuitable storage;
exposure for which the work was not intended;
another contractor;
building movement or water ingress;
unsuitable or defective surfaces;
ordinary weathering or ageing;
failure to follow care instructions;
alterations or repairs by another person; or
circumstances outside our reasonable control.
21.8 Where we accept that work is defective because we failed to use reasonable care and skill, our first remedy will normally be to repair, repeat or redo the affected part within a reasonable time.
21.9 Nothing in this clause restricts any remedy a Consumer is legally entitled to receive.
22. Consumer Statutory Rights
22.1 Where the Client is a Consumer:
Goods must be of satisfactory quality;
Goods must be fit for any particular purpose made known to us and accepted by us;
Goods must match their description;
Services must be performed with reasonable care and skill;
where no price has been agreed, the Consumer must pay a reasonable price; and
where no completion time has been agreed, Services must be completed within a reasonable time.
22.2 Depending on the circumstances, a Consumer may be entitled to:
repair;
replacement;
repeat performance;
a price reduction;
rejection;
cancellation; or
a full or partial refund.
22.3 Nothing in these Terms excludes or restricts those statutory rights.
22.4 The Consumer’s statutory rights relating to faulty Goods are separate from any right to cancel simply because the Consumer has changed their mind.
23. Care and Maintenance
23.1 Painted signs, gilded surfaces and handmade pieces require appropriate care and may naturally change over time.
23.2 The Client must follow any care, installation or maintenance instructions provided.
23.3 Unless expressly included, the Project price does not include:
ongoing cleaning;
maintenance;
repair;
repainting;
regilding;
restoration; or
replacement caused by ordinary ageing.
23.4 Exterior durability varies according to:
exposure;
orientation;
substrate;
weather;
pollution;
cleaning;
maintenance;
use; and
physical contact.
23.5 No fixed lifespan is guaranteed unless expressly stated in writing.
23.6 Indoor Goods should not be used outdoors unless we confirm in writing that they are suitable.
23.7 The Client must tell the recipient of a gift or transferred item about any relevant care instructions.
24. Liability
24.1 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;
fraudulent misrepresentation; or
breach of a Consumer’s rights where those rights cannot lawfully be excluded.
Business Clients
24.2 Subject to clause 24.1, we will not be liable to a Business Client for:
loss of profit;
loss of revenue;
loss of business;
loss of contracts;
loss of anticipated savings;
loss of goodwill;
loss of opportunity;
indirect or consequential loss;
closure or interruption of the Client’s premises; or
loss resulting from inaccurate instructions or materials supplied by the Client.
24.3 Subject to clause 24.1, our total liability to a Business Client arising from a Project will not exceed the total amount paid or payable to us for that Project.
All Clients
24.4 We are not responsible for:
pre-existing defects;
hidden structural or surface problems;
natural ageing or weathering;
damage caused by misuse or improper care;
the actions of the Client, property owner, staff, visitors or another contractor; or
matters outside the agreed scope of the Project.
24.5 The Client is responsible for determining whether the design, wording, placement and intended use comply with:
planning requirements;
lease restrictions;
advertising rules;
landlord requirements;
brand guidelines;
intellectual-property rights; and
any other legal or contractual obligations.
24.6 Nothing in this clause restricts any liability or remedy that cannot lawfully be restricted in a Consumer contract.
25. Client Responsibility and Indemnity
25.1 A Business Client will indemnify us against reasonable losses, liabilities, damages, claims and costs arising from:
materials or instructions supplied by the Business Client;
infringement of third-party intellectual-property rights by Client-supplied material;
lack of authority or permission to commission work at the premises;
unsafe or inaccurate site information; or
unauthorised reproduction, alteration or use of our Artwork.
25.2 This indemnity does not apply to the extent that the loss was caused by our own negligence or breach of contract.
25.3 A Consumer is responsible for losses reasonably caused by unlawful material, inaccurate information or instructions supplied by the Consumer, but nothing in this section imposes a disproportionate or unfair obligation on a Consumer.
26. Termination and Suspension
26.1 We may suspend or terminate the Project by written notice if the Client:
fails to make payment when due;
commits a serious breach of these Terms;
repeatedly delays approval, access or information;
provides unlawful or misleading instructions;
behaves abusively, threateningly or dangerously;
creates unsafe working conditions;
asks us to carry out unlawful work;
becomes insolvent or ceases trading, where the Client is a business; or
fails to remedy a breach within a reasonable period after being notified.
26.2 We may suspend work immediately where continuing would be unsafe or unlawful.
26.3 On termination, the Client must pay the amounts properly due for:
work completed;
Goods produced;
materials purchased;
committed supplier costs;
reasonable expenses; and
applicable cancellation losses.
26.4 Any amount charged to a Consumer following termination must be fair, proportionate and permitted by law.
26.5 Clauses concerning payment, intellectual property, liability, confidentiality and governing law continue after termination where relevant.
27. Confidentiality
27.1 Each party will take reasonable steps to keep confidential information received from the other party confidential.
27.2 This obligation does not apply to information that:
is already public through no breach of these Terms;
was lawfully known before disclosure;
is lawfully received from another source;
is independently developed; or
must be disclosed by law or a lawful authority.
27.3 Portfolio and photography use permitted under clause 10 will not breach this clause.
27.4 Where strict confidentiality is required, it must be agreed in writing before the Project begins.
28. Data Protection
28.1 We may collect and use Client contact details and Project information to:
prepare quotations;
manage enquiries;
communicate about the Project;
perform the Services;
deliver Goods;
issue invoices;
maintain accounting and business records;
resolve disputes; and
comply with legal obligations.
28.2 Personal information will be handled in accordance with applicable data-protection law and our privacy notice, where applicable.
28.3 The Client must not provide unnecessary personal or sensitive information about another person without appropriate permission.
29. Notices and Communication
29.1 Notices, instructions and approvals may be sent using the email addresses or written-message channels used by the parties during the Project.
29.2 A formal notice sent by email will normally be treated as received on the next Working Day, provided that the sender does not receive a delivery-failure notification.
29.3 The Client is responsible for keeping its contact details up to date.
29.4 We are not responsible for delays caused by messages being sent to an incorrect address supplied by the Client or being blocked by the Client’s systems.
30. Assignment
30.1 A Business Client may not transfer or assign the agreement or any licence granted under it without our prior written consent.
30.2 A Consumer may give the completed physical Goods to another person, but this does not transfer copyright or broader reproduction rights.
30.3 We may assign or subcontract parts of the Project where this does not reduce the Client’s contractual rights.
31. No Partnership or Agency
Nothing in the agreement creates a partnership, joint venture, employment relationship or agency between ABD Sign Company and the Client.
32. Third-Party Rights
Except where expressly stated otherwise, a person who is not a party to the agreement has no right to enforce its terms.
33. Severability
If any part of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions will continue in effect.
The affected provision will be treated as modified only as much as reasonably necessary to make it valid and enforceable.
34. Waiver
A delay or failure by either party to enforce a right does not waive that right.
A waiver is effective only where it is given clearly and applies only to the particular circumstances for which it was given.
35. Entire Agreement
35.1 The accepted quotation, proposal, project brief, order confirmation, approved changes and these Terms constitute the agreement between the parties concerning the Project.
35.2 For Business Clients, the Client confirms that it has not relied on any statement or promise not contained in those documents.
35.3 Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
35.4 Nothing in this clause excludes information or statements that form part of a Consumer contract under applicable consumer law.
36. Complaints
36.1 If the Client is unhappy with the Goods or Services, the Client should contact us promptly using the email address at the beginning of these Terms.
36.2 The complaint should explain:
the relevant Project;
the issue;
when the issue was identified;
the preferred resolution; and
any supporting photographs or documents.
36.3 We will investigate the complaint and respond within a reasonable time.
36.4 Both parties should make reasonable efforts to resolve a dispute informally before beginning court proceedings.
37. Governing Law and Jurisdiction
37.1 The agreement and any dispute or claim arising from it will be governed by the laws of England and Wales.
37.2 Where the Client is a Business Client, the courts of England and Wales will have exclusive jurisdiction unless the parties agree otherwise in writing.
37.3 Where the Client is a Consumer living in another part of the United Kingdom, the Consumer retains any right to bring proceedings in the courts applicable to their place of residence.