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Brand Frank Ltd – Terms of Business

1. Scope of Work

Brand Frank Ltd provides services including but not limited to brand consultancy, creative strategy and development, content creation, digital strategy, social media management, campaign execution, solution architecture and proposal management, bid writing, restaurant concept, design and operational readiness, and interim cover, as detailed in the project brief or proposal.

Where no specific scope of work or project brief is signed or provided prior to commencement, these Terms of Business shall apply and govern the engagement.

2. Fees and Payment

Fees are payable according to the agreed schedule (for example, upfront, monthly, or on completion of milestones).

All rates are exclusive of VAT where applicable.

Additional expenses such as ad spend, subscriptions, third-party tools or stock images will be billed at cost with prior approval.

Payment is due within 14 days of invoice date.

3. Late Payment

In the event that payment is not received by the due date, Brand Frank Ltd reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 at a rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full.

In addition to interest, a fixed compensation charge will apply as follows: £40 for debts under £1,000; £70 for debts between £1,000 and £9,999.99; and £100 for debts of £10,000 or more, as provided under the Act.

Brand Frank Ltd reserves the right to recover reasonable costs incurred in pursuing any unpaid sum, including legal and collection fees.

4. Invoice Disputes

Any dispute regarding an invoice must be raised in writing within 30 days of the invoice date. Disputes raised after this period will not be considered grounds for withholding payment.

5. Duration and Termination

This agreement commences on the agreed start date and continues until completion of the project or as otherwise specified.

Either party may terminate with 30 days' written notice.

In the event of a material breach by either party, termination may occur immediately on written notice.

Where the Client terminates a project before completion, the Client shall pay in full for all work completed to the date of termination, plus any committed costs or time that cannot reasonably be reassigned.

6. Intellectual Property

All work produced, including content, branding concepts, webpages, campaigns and related materials, remains the property of Brand Frank Ltd until the Client has made full payment of all fees and expenses due under this agreement.

On receipt of full payment, ownership rights transfer to the Client, subject to any specific licensing or usage rights agreed in writing.

Until full payment is received, the Client may not use, reproduce or distribute the work without the prior written consent of Brand Frank Ltd.

Brand Frank Ltd retains the right to showcase the work for portfolio, marketing and promotional purposes unless confidentiality or other restrictions are agreed in writing.

Ownership of Website and Digital Assets

Where Brand Frank Ltd has set up a website, hosting, domain registration or related accounts, and the subscription has been paid by Brand Frank Ltd, ownership rights in those assets shall remain with Brand Frank Ltd until full payment has been received.

On receipt of full payment, Brand Frank Ltd shall transfer all necessary account credentials, domain ownership and rights to the Client, or the parties shall execute a transfer of ownership to the Client.

Until such transfer, the Client is granted a limited licence to use the website for the agreed purpose of the business.

7. Confidentiality

Both parties agree to keep confidential all proprietary information, trade secrets, business strategies and any other sensitive material disclosed during the course of the engagement. This obligation survives termination of the agreement.

8. Data Protection

Both parties shall comply with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where Brand Frank Ltd processes personal data on behalf of the Client, the parties will agree appropriate data processing terms. Brand Frank Ltd will not share Client data with third parties without prior written consent, except where required by law.

9. Revisions and Approvals

Up to two rounds of revisions are included within the agreed fee.

Additional revisions will be billed at the agreed hourly rate or as otherwise agreed in writing.

10. Client Obligations and Delays

The Client is responsible for providing all materials, information, feedback and approvals required for delivery within reasonable timeframes.

Delays caused by the Client, including late feedback, missing assets or delayed approvals, do not constitute breach by Brand Frank Ltd and may result in revised delivery timelines.

Where Client delays push work beyond the originally agreed project timeline, Brand Frank Ltd reserves the right to charge for additional time at the agreed rate.

11. Subcontracting

Brand Frank Ltd may engage suitably qualified third parties to support delivery of the services, provided that Brand Frank Ltd remains responsible for the quality and standard of the work delivered.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to natural disasters, pandemic, government action, power failure or internet disruption.

13. Warranties and Liability

All work produced by Brand Frank Ltd is original and non-infringing to the best of its knowledge.

Brand Frank Ltd's total liability under this agreement shall not exceed the total fees paid or payable by the Client for the relevant project.

Brand Frank Ltd shall not be liable for any indirect, consequential or special losses arising from the engagement.

14. Indemnity

The Client indemnifies Brand Frank Ltd against any claims, losses or damages resulting from materials, instructions or information provided by the Client.

15. Governing Law

This agreement is governed by the laws of England and Wales.

16. Entire Agreement and Amendments

This document, together with any signed project brief or proposal, constitutes the entire agreement between the parties and supersedes all prior agreements, representations and understandings.

Any amendments to these terms must be agreed in writing by both parties.

17. No Signed Scope of Work

Where no specific scope of work, project brief or statement of work is signed or provided prior to commencement, these Terms of Business shall be deemed to apply and govern the engagement. Brand Frank Ltd will proceed based on initial discussions and the nature of services typically offered, and the Client accepts these terms by engaging Brand Frank Ltd's services.

Security and Classified Work

18. Security Clearance and Sensitive Material

Brand Frank Ltd's Director holds current Security Check (SC) clearance. Where engagements involve material classified as Official Sensitive or above, the specific handling, storage and access requirements will be set out in the relevant Statement of Work.

The Client is responsible for providing appropriate secure working arrangements where required, including access to secure facilities, networks and systems.

Brand Frank Ltd will handle all classified and sensitive material in accordance with the applicable security protocols and the Government Security Classifications Policy.

19. Return and Destruction of Sensitive Materials

On completion or termination of an engagement involving classified or sensitive material, Brand Frank Ltd will return or securely destroy all such materials in accordance with the handling requirements agreed in the Statement of Work.

The Client will confirm in writing which materials are to be returned and which are to be destroyed. Brand Frank Ltd will provide written confirmation once destruction is complete.

20. Conflict of Interest

Brand Frank Ltd will declare any known conflict of interest before accepting an engagement. Where bid or proposal work is undertaken, Brand Frank Ltd will maintain appropriate separation between competing client interests and will not knowingly share proprietary bid strategies, pricing or methodologies between clients.

Where a potential conflict arises during an engagement, Brand Frank Ltd will notify the Client promptly and the parties will agree how to proceed.

21. Bid Outcome

Brand Frank Ltd's deliverables relate to the quality and completeness of the proposal, solution design or bid submission as agreed in the Statement of Work. Brand Frank Ltd does not guarantee the outcome of any competitive procurement process and shall not be liable for an unsuccessful bid result.

22. Non-Solicitation

During the term of an engagement and for a period of six months following its conclusion, neither party shall directly solicit or attempt to recruit any employee, contractor or associate introduced by the other party in connection with the engagement, without prior written consent.

Basis of Engagement

23. Independent Contractor

Brand Frank Ltd is engaged as an independent contractor. Nothing in this agreement or any Statement of Work creates a relationship of employment, partnership or agency between Brand Frank Ltd and the Client.

Brand Frank Ltd is not an employee or worker of the Client and shall not be entitled to any employment rights, benefits or protections afforded to employees.

24. Substitution

Brand Frank Ltd reserves the right to provide a suitably qualified substitute to perform the services, at its own cost, subject to the Client's reasonable approval. Such approval shall not be unreasonably withheld.

25. No Mutuality of Obligation

There is no obligation on Brand Frank Ltd to accept any engagement or further work from the Client beyond the scope agreed in a specific Statement of Work or project brief. Equally, the Client is under no obligation to offer further work. Each engagement is a standalone arrangement.

26. Control

Brand Frank Ltd shall determine the manner, method and hours of work required to deliver the agreed services. The Client may specify the deliverables, deadlines and desired outcomes, but shall not direct or control how the work is carried out.

27. Equipment and Tools

Brand Frank Ltd provides its own equipment, software, tools and working environment unless the nature of the engagement requires access to Client-provided systems, facilities or platforms, as set out in the relevant Statement of Work.

Note: Specific security handling requirements, clearance obligations, secure working arrangements and any project-specific terms should be detailed in the Statement of Work for each engagement.


Brand Frank Ltd | Company No. 13960626 | Registered in England and Wales