This is what my terms and conditions of service would look like before we start working together.

This Agreement is made and entered into by “YOUR NAME” or “BUSINESS NAME” here by regarded as ‘Client’, and “Helix Design Studio” or “Hels Palmer” or “Helix” with respect to clients commission of “Helix” Services as defined below. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree to the following: 

1. Services Contracted 

Hels Palmer shall provide the services of a brand / graphic designer for the design, production and delivery to the Client of deliverables agreed by below for the Midi Package. 

Mini Package Deliverables

Full Logo Suite: Varied logos tailored to specific uses.

Brand Typefaces: Complimentary free commercial fonts unless otherwise requested.

Colour Palette: A cohesive collection of colours with specifications.

Brand Illustrations & Patterns: Custom graphics to reinforce branding.

Brand Cheat Sheet: A quick reference for using brand assets.

Midi Package Deliverables

Includes all items in the Mini Package with additional services:

Enhanced Brand Typefaces: Clear font hierarchy (licensing not included).

Brand Guide: In-depth guidance on utilizing brand assets.

Maxi Package Deliverables

Includes all items in the Midi Package with additional services:

Social Media Suite: Custom templates for consistent social media branding.

Brand Strategy Guide: Detailed analysis of brand foundations, target audience, and competitors.

2. Fees 

The Client shall pay Helix the agreed fees in GB pound sterling as agreed by the parties, indicated by their unequivocal agreement by Notion or email (hels@helixdesign.studio). Unless otherwise agreed by Helix, applicable fees shall be “PACKAGE FEE” one lump sum or paid over four installments. Installments are designed to make payments managable for clients only. The client should not expect any exchange for each monthly payment. Payments must be paid via payment links provided by Helix via Stripe unless otherwise agreed. Where any work is cancelled after an order has been confirmed fees shall remain due and payable. 

3. Ownership Buy Out

Deliverables shall NOT include any design source files, including but not limited to Indd, Psd or Ai, and other source files. In the case of a Buy Out, Hels shall immediately execute an appropriate IP assignment if needed See below for fixed Buy-Out charges;

MINI brand = £2,000, MIDI brand = £3,000 and MAXI brand = £4,500

3.1 Ownership of Intellectual Property

All original designs, concepts, and materials created by Helix during the course of the project, including but not limited to logos,branding elements, digital artwork, and other deliverables (excluding typeface licensing), shall remain the exclusive intellectual property of Hels Palmer until full payment is received for package fee is paid in full and additional buy-out fee is paid in full*. If the client requires ownership of intellectual property via the ‘Buy-Out’ please make Hels aware.

3.2 Client License

Upon receipt of full payment, the Client is granted a non-exclusive, perpetual license to use the final Assets for their intended purpose as outlined in the project agreement. The Client may not modify, resell, distribute, or otherwise use the Assets outside of the agreed-upon scope See section 4. Intended purpose without the express written consent of Helix. The client however would be entitled to modify, resell, distribute, or otherwise use the Works outside of the agreed-upon scope after a ‘Buy-Out’ purchase is fully paid and complete. See package deliverables for Assets on page 1. See 3. Ownership & Buy Out

3.3 Third-Party Materials

If any third-party intellectual property is used in the creation of the Assets for example typefaces, the rights to use such materials may be subject to a third-party licensing terms. Helix will inform the Client of any such usage, and the Client agrees to adhere to the applicable licensing requirements and therfore taking full responsibility for any third party fees. Once the Helix package is paid for in full and terms and conditions are signed and dated, third party vendors for the build of the Client application are permitted to use the brand assets and brand guide freely within the Intellecutal Property parameters.

In regards to sourcing Assets out to a third party Helix will allow this during the payment of at least one package installment or full payment. Publishing any Asset within said application would be a breach of the this agreement until full payment is recieved by Helix.

3.4 Intellectual Property Infringement

Hels Palmer warrants that all assets bar third party typefaces are original or appropriately licensed and do not infringe on the intellectual property rights of third parties. In the event of a claim of infringement, the Designer will take reasonable steps to resolve

the matter. When a client ‘Buy-Out’ is fully paid and completed Intellectual Property is attributed to the Client only. See section 3. Ownership & Buy Out

3.5 Client Materials

The Client represents and warrants that any materials provided to Hels Palmer for use in the project (e.g., logos, images, content) do not infringe on the rights of any third party. The Client agrees to indemnify and hold the Designer harmless from any claims arising

out of the use of such materials.

4. Intended Purpose

The Client has commissioned Hels Palmer to deliver the “PACKAGE NAME” where assets See section 1. Services Contracted ill be used for the creation for an App, PDF for content to be exported into and other general uses such as general marketing purposes. In

the future the Client is permitted to use the assets for training materials, downloadable guides, stationary and candles. The Client understands any further usage unstated in this agreement will be seen as an infringement of this contract. If the client wishes to

retain full intellectual property to use the brand deliverable Assets; Full Logo Suite: Varied logos tailored to specific uses. Brand Typefaces: Complimentary free commercial fonts unless otherwise requested. Colour Palette: A cohesive collection of colours with specifications. Brand Illustrations & Patterns: Custom graphics to reinforce branding.

Enhanced Brand Typefaces: Clear font hierarchy (licensing not included) & Brand Guide: In-depth guidance on utilizing brand assets. *As they deem will require a Buy-Out charge stated in section 3.

5. Publicity 

The client will allow Hels Palmer free reign in promoting and marketing her branding and prfessional skills via social media and the Helix website and Services and Deliverables carried out within the perameters of the confidentuality agreement (below) See section 5.1

5.1 Moderate Confidentiality Clause with Mutual Agreement

Both Hels Palmer and the Client agree to keep all project-related information confidential. This includes, but is not limited to, brand strategies, business information, design concepts, and drafts shared during the design process. Hels Palmer will allow the Client consents to provid Asset access to a third party where the Client understands publishing of said assets until full payment has been recieved by Hels Palmer would be in breech of this agreement.

6. Representations and Warranties 

Helix hereby warrants, represents and agrees that she has the right and power to enter into and fully perform this Agreement and grant the rights granted herein and to be granted in the assignment. 

7. Exclusion of Liability/Indemnity by Client 

To the maximum extent permitted by applicable law, Helix shall not, under any circumstances be liable to Client for any special, incidental, indirect, punitive or consiquential damages of any kind, arising out of, or in connection with this agreement, nor any loss of business or loss of profits, regardless of the form of action, whether in contract, tort (including negligence), strict liability or any other legal or equitable theory, even if Hels Palmer has been advised of the possibility of such damages. Except for the indemnity given in the assignment (once executed by Hels Palmer) Hels Palmer’s liability shall be limited to the fees paid by the client under this agreement. 

8. Status of Helix 

In rendering services hereunder, Hels Palmer will act as an independent contractor. As an independent contractor, Helix will have no authority, express or implied, to commit or obligate Client in any manner whatever, except as specifically authorised from time to time in writing by an authorised representative of Client. Nothing contained in this Agreement will be construed or applied to create a partnership, agency or employment relationship. 

9. Confidentiality 

This Agreement shall bind the parties hereto as from the Effective Date until (1) termination in accordance with this Agreement or (2) once the Deliverables have been provided to and accepted by the Client and the Assignment has been signed by Helix;

whichever is the sooner (the “Term”). Termination of this Agreement shall not affect the rights granted to the Client. Each party may terminate this Agreement immediately on notice by e-mail (with confirmation by phone call) but upon such termination Fees shall

remain due and payable to Helix for any Services already performed on a time spent basis in accordance with the rates set out in Section 2. or the avoidance of doubt, termination shall not affect rights accrued by the parties, including but not limited to any claim for unpaid fees or a failure to pay the Buy Out.

10. Term and Prior Termination 

This Agreement shall bind the parties hereto as from the Effective Date until (1) termination in accordance with this Agreement or (2) once the Deliverables have been provided to and accepted by the Client and the Assignment has been signed by Helix; whichever is the sooner (the “Term”). Termination of this Agreement shall not affect the rights granted to the Client.  

11. Governing Law and Dispute Resolution

This Agreement shall be construed and enforced exclusively under the laws of England and Wales Helix and the Client hereby consents to and submits to the jurisdiction of England and Wales with respect to all disputes, claims or other matters arising out of and/or relating to this Agreement. 

12. Miscellaneous 

(a) The failure of either party to enforce any provision or condition contained in this agreement at any time will not be construed as a waiver of that condition or provision nor will it operate as a forfeiture of any right of future enforcement of the condition or

provision. 

(b) Should any part of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such invalidity or unenforceability shall not void or render invalid or unenforceable any other part of this Agreement and the balance of this Agreement will remain in full force and effect and be enforced as if such void, invalid or unenforceable provision were not contained herein. 

(c) The parties agree to execute and deliver such additional documents or instruments as may be necessary or appropriate to carry out the terms of this Agreement. 

(d) This Agreement contains the entire understanding of Helix and Client relating to its subject matter and supersedes all prior or contemporaneous written or oral agreements, representations, understandings, and/or discussions between Helix and Client relating hereto except for the parties’ unequivocal agreement via e-mail of fees and deliverables only, agreed following the Effective Date of this Agreement. 

(e) No representations, terms or warranties (express or implied) have been relied on by either party or shall be incorporated into this Agreement except those expressly set forth herein. No modification, amendment, waiver,termination or discharge of any of the

terms or provisions hereof shall be binding upon either party unless confirmed by a written instrument signed by both parties. 

(f) No term of this Agreement is intended to confer a benefit on, or be enforceable by, any person who is not a party to the Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their representatives thereunto duly authorised on the date and year first above written.

13. Estimated Project Timeline

The timeline for project completions are 10 - 12 Weeks and agreed upon at the start of the project. While Helix will make every reasonable effort to meet agreed deadlines, the timeline is an estimate and may be subject to change due to unforeseen circumstances or delays caused by the Client (e.g., late feedback, additional revisions, or lack of necessary materials).

13.1 Client Responsibilities

The Client agrees to provide all necessary content, feedback, and approvals in a timely manner to facilitate the smooth progression of the project. Any delays on the Client’s part may result in an extension of the project timeline and may affect the final delivery date.

13.3 Delays and Extensions

If Helix encounters any issues that may affect the timeline, such as changes in project scope or technical difficulties, the Client will be informed as soon as possible. Both parties will agree to a revised timeline if necessary. Helix will not be held liable for any delays beyond her control, including delays caused by third-party vendors, unexpected technical issues, or acts of nature

13.4 Rush Services

If the Client requires completion of the project within a shorter timeframe than originally agreed, rush services may be provided at the discretion of Helix, subject to additional fees. Helix will inform the Client of any extra costs before proceeding with the accelerated timeline.

13.5 Project Pauses

If the Client requests a pause in the project or fails to provide required materials for more than 3 days, Helix reserves the right to adjust the project timeline and may impose additional fees to resume work. For each week the project is extended due to pauses beyond the outlined timeline the fee of £200 will be invoiced to the client.

MINI brand: 8 - 10 Weeks

MIDI brand: 10 - 12 Weeks

MAXI Brand: 12 - 14 Weeks

13.6 Illness or Unforeseen Circumstances

1. Temporary Delays Due to Illness: 

If Helix, trading as Helen Palmer, becomes temporarily unable to work due to illness or unforeseen circumstances, the Client will be notified as soon as possible. In such cases, the project timeline will be adjusted, and an amended delivery schedule will be provided.

2. Extended Absence or Inability to Complete the Project: 

In the case of an extended illness or other circumstances preventing the project’s completion, Hels Palmer will make every reasonable effort to enable work to continue. Arrange for a qualified third-party designer to take over the project if possible, subject to the Client’s approval. Provide the Client with a full or partial refund for any incomplete deliverables, depending on the stage of the project.

3. Client-Approved Extensions: 

The Client agrees to provide reasonable extensions to deadlines when illness or other unforeseen events cause temporary delays, provided the overall timeline is adjusted in good faith. 

4. No Liability for Delays Beyond Control: 

Helix will not be held liable for delays caused by circumstances outside reasonable control, such as severe illness, natural disasters, or emergencies.

14. Day Rate: 

After the completion of the branding project outlined in this Agreement, Helix offers additional design services for subsequent projects at a standard fixed day rate. The Client may request these services for tasks such as expanding on branding assets (e.g., new templates, materials, or designs). Additional graphic design work (e.g., marketing collateral, packaging design, etc). The day rate is £400 per day. 

14.1 Payment Terms for Day Rate Services

Invoices for day-rate services will be issued upon project completion. Payment is due within 5 working days of the invoice date, assets will be realsed to the Client following the full ‘lump sum’ payment.

15. Signatures

Sign or confirm by ticking the “I agree” box within your personalised Notion Portal you are signing in agreement to the (above) agreement. Or if you require added extras to this agreement inline with your individual brand a separate signed PDF contract can be drawn up please ask Hels for more information.

UPDATED on the 22nd December 2024