Plain Site – Terms & Conditions

Effective date: 01/01/2025

These Terms & Conditions (“Terms”) are a legal agreement between you (the “Client”) and Plain Site (trading as Plain Site; owner: Johnny Holden) (“Plain Site”, “we”, “us”, “our”). By commissioning services from Plain Site, or by using or accepting any deliverables, you agree to be bound by these Terms.

1. Definitions

• Services: the creative, consulting and/or production services provided by Plain Site as set out in a quote, proposal or order confirmation.
• Deliverables: any materials, designs, content, files, or other work product created by Plain Site for the Client.
• Contract: any written agreement signed by both parties that varies these Terms.
• Invoice: Plain Site’s written request for payment for Services and/or Deliverables.

2. Formation of Contract

2.1 A Contract between Plain Site and the Client is formed when Plain Site issues a written acceptance (where written includes emails, SMS, WhatsApp/instant-messaging, signed electronic documents) of the Client’s order, or when Plain Site issues a quote that the Client accepts, or when Plain Site commences work following the Client’s instruction.
2.2 Any term proposed by the Client that conflicts with these Terms is excluded unless expressly agreed in writing by Plain Site.

3. Quotations, Estimates & Changes

3.1 Quotes or estimates are valid for the period stated on the quote or, if no period is stated, for 30 days. Quotes are based on information provided by the Client; additional work caused by incomplete/incorrect information may be charged extra.
3.2 Plain Site may make reasonable changes to the scope of Services if required; material changes will be priced and require Client approval.

4. Fees, Expenses & Taxes

4.1 Fees are as set out in Plain Site’s quote or invoice. Unless a Contract states otherwise, fees do not include VAT (where applicable) or other taxes; such taxes will be charged in addition and shown on the invoice.
4.2 The Client is responsible for agreed out-of-pocket expenses (e.g., stock licensing, third-party costs) incurred by Plain Site on the Client’s behalf; these will be invoiced.

5. Payment

5.1 Unless previously agreed by a contract, payment is required upon completion and delivery of a job by return of invoice. Payment is due on receipt of the final invoice unless another payment schedule is agreed in writing in advance.
5.2 Deposit for jobs over £1,000
(a) For any job, project or quotation where the total fee quoted by Plain Site is greater than £1,000 (one thousand pounds sterling), the Client must pay a deposit equal to 30% of the quoted fee (the “Deposit”), unless a different arrangement is expressly agreed in a signed written Contract.
(b) The Deposit will be invoiced at the time the quote is accepted or upon Plain Site’s acceptance of the Client’s order and is payable within 7 days of the date of that invoice, or such other period as stated on the invoice. Plain Site will not commence substantive work, order third-party goods or licences, or otherwise commit resources to the job until the Deposit has been received in cleared funds.
(c) The Deposit will be credited against the final invoice for the job. If the Client cancels the job before Plain Site commences substantive work, Plain Site may retain the Deposit to cover time spent, administration and any non-recoverable third-party costs actually incurred. If Plain Site cancels the job, any Deposit paid will be refunded to the Client less any non-recoverable third-party costs actually incurred by Plain Site.
(d) If, as a result of change requests or other variations, the total quoted fee increases and the revised total exceeds £1,000, Plain Site may require an additional Deposit equal to 30% of the increase, payable before work on the variation commences.
(e) Failure to pay the Deposit in accordance with this clause entitles Plain Site to suspend or cancel the job and to recover any reasonable costs or losses incurred. Interest and recovery costs on overdue amounts will be charged in accordance with clause 5.2 [or the clause in these Terms dealing with late payment], and Plain Site reserves the right to refuse to release any Deliverables until all outstanding invoices (including any Deposit) are paid in full.
5.3 If payment is not received by the due date Plain Site may: (a) charge interest on the overdue amount at the lesser of 8% per annum above the base rate of the Bank of England (compounded monthly) or the maximum legal rate; (b) suspend further work and access to Deliverables; and/or (c) recover collection costs and reasonable legal fees.
5.4 All payments must be made in the currency stated on the invoice by the methods specified on the invoice (bank transfer, card, etc.). Fees for returned payments are chargeable to the Client.

6. Delivery, Acceptance & Approval

6.1 Plain Site will deliver Deliverables by the method agreed (email, file transfer, upload to drive, physical media). Delivery dates are estimates; Plain Site will use reasonable endeavours to meet agreed dates but is not liable for delay except where expressly agreed in writing.
6.2 The Client must inspect Deliverables and notify Plain Site in writing of any defects, errors or omissions within 14 days of delivery. If no written notice is given within that period the Deliverables will be deemed accepted.
6.3 Revisions beyond the number of rounds quoted will be charged at Plain Site’s standard hourly or project rate.

7. Client Responsibilities

7.1 The Client must provide all materials, information, approvals, and access reasonably required by Plain Site in a timely manner. Delays caused by the Client may proportionally delay delivery and may incur extra fees.
7.2 The Client warrants that any materials it supplies (text, logos, images, contacts) do not infringe third-party rights, are accurate, and that the Client has the necessary rights to provide them to Plain Site.

8. Intellectual Property Rights

8.1 Ownership: Plain Site (Johnny Holden) owns the intellectual property rights, specifically copyright, to any content created from the moment they are created. This includes but is not limited to designs, text, images, motion graphics, audio, video, source files, and any other creative output produced by Plain Site.
8.2 Licence on Payment: Subject to these Terms and receipt of full payment of all amounts due, Plain Site grants the Client a limited, non-exclusive, non-transferable licence to use the final Deliverables for the purposes explicitly agreed in writing (the “Permitted Uses”). This licence does not permit the Client to sub-license, transfer, or assign rights unless otherwise agreed in writing.
8.3 Assignment: If the Client requires assignment (transfer) of copyright ownership, this must be agreed in writing and will attract an additional fee. Until a written assignment is signed and paid for, copyright remains with Plain Site.
8.4 Moral Rights: To the extent permitted by law, the Client agrees not to assert any moral rights against Plain Site. The Client shall, on request, execute any documents necessary to evidence the waiver or assignment of moral rights where allowed by law.
8.5 Portfolio Use: Plain Site may, unless otherwise agreed in writing, reproduce Deliverables (or portions of them) in its portfolio, marketing materials and on its website and social channels, provided such use does not disclose confidential Client information.

9. Third-Party Material & Licences

9.1 Deliverables may incorporate third-party materials (e.g., stock images, fonts, plugins). The Client is responsible for licences and fees for such third-party materials unless Plain Site has agreed in writing to obtain them.
9.2 Where Plain Site includes third-party licensed content, use will be subject to the third-party licence terms; the Client must comply with those terms.

10. Confidentiality & Data Protection

10.1 Each party will keep confidential and not disclose the other party’s confidential information other than where permitted (e.g. disclosure to professional advisers who are bound by confidentiality).
10.2 Plain Site will process personal data provided by the Client in accordance with data protection laws (including the UK GDPR and Data Protection Act 2018). Where Plain Site acts as a processor, the parties will enter any additional data processing documentation required by law.
10.3 The Client warrants that it has obtained any necessary consents or has lawful grounds for providing personal data to Plain Site.

11. Warranties & Disclaimer

11.1 Plain Site warrants that it will provide Services with reasonable skill and care in accordance with generally accepted professional standards.
11.2 Except as expressly provided in these Terms, Plain Site gives no warranties (express or implied) as to merchantability, fitness for a particular purpose, or non-infringement.
11.3 Plain Site does not warrant that Deliverables will be error-free or uninterrupted. Where Deliverables rely on third-party platforms/technologies, Plain Site is not responsible for their availability or changes.

12. Limitation of Liability

12.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or for fraud, or for any other liability which cannot be limited by law.
12.2 Subject to clause 12.1, Plain Site’s total aggregate liability to the Client (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed the total sums paid by the Client to Plain Site under the Contract in the 12 months preceding the event giving rise to the claim.
12.3 In no circumstances shall Plain Site be liable for indirect, consequential, special, or punitive losses, including but not limited to lost profits, lost business, loss of data or loss of goodwill.

13. Indemnity

The Client indemnifies Plain Site against all liabilities, costs, damages and expenses (including reasonable legal fees) arising from any claim that the Client materials or instructions infringe any third-party rights, or from the Client’s breach of these Terms.

14. Termination & Suspension

14.1 Either party may terminate the Contract for material breach by the other party if the breach is not remedied within 14 days of written notice.
14.2 Plain Site may suspend or terminate Services immediately if the Client: (a) fails to pay an invoice when due; (b) instructs Plain Site to do something unlawful or unethical; or (c) becomes insolvent.
14.3 On termination, the Client will pay for work carried out to the date of termination, any committed third-party costs, and any reasonable wind-down costs. Subject to payment, the Client will receive the Deliverables completed up to termination; Plain Site retains ownership of unfinished work and copyright.

15. Force Majeure

Plain Site is not liable for delay or failure to perform its obligations caused by events beyond its reasonable control (strikes, acts of God, internet outages, government action, pandemics, etc.). Time for performance will be extended by the period of the force majeure event.

16. Subcontracting

Plain Site may subcontract any of its obligations provided Plain Site remains responsible for the delivery and quality of the Services.

17. Publicity

Unless otherwise agreed in writing, Plain Site may list the Client’s name and logo in client lists and may issue case studies or portfolio items showcasing the work. Plain Site will not disclose confidential information in such materials.

18. Entire Agreement & Variations

18.1 These Terms and any Contract constitute the entire agreement between the parties.
18.2 No variation of these Terms is effective unless agreed in writing and signed by an authorised representative of Plain Site.

19. Severability & Waiver

If any provision is found invalid or unenforceable that shall not affect the remainder of these Terms. Failure or delay by Plain Site to enforce any right does not waive that right.

20. Notices

All notices must be in writing and sent to the addresses set out in the quote, Contract or the contact details below. Notices are effective on receipt.

Plain Site contact:
Plain Site (Johnny Holden)
Email: hello@weareplain.site
Website: weareplain.site

21. Assignment

The Client may not assign or transfer any of its rights or obligations under these Terms without Plain Site’s prior written consent. Plain Site may assign its rights to a purchaser of its business or part of it.

22. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales (unless otherwise agreed in writing). The parties submit to the exclusive jurisdiction of the courts of England and Wales.

23. Miscellaneous

23.1 If the Client requires non-disclosure, additional data protection clauses, or bespoke IP assignment clauses, these must be set out in a separate signed Contract.
23.2 The Client should ensure it keeps copies of all Deliverables and any original materials supplied to Plain Site; Plain Site may retain backups for its records but is not responsible for indefinite storage unless otherwise agreed.