Terms of Business

Updated 23rd July 2026

1. Introduction and Definitions

The Agreement is between The Client (hereinafter called “Client”) and Twilo Creative Limited (hereinafter called “Twilo” or “the agency”) and together the “Parties”. The Agreement will be in accordance with the following Terms and Conditions unless and until an alternative is specifically agreed between the Parties. The Agreement between the Parties comprises Twilo’s written Engagement Letter or Proposal and these terms and conditions. Where there is any conflict between the Engagement Letter or Proposal and these terms, the Engagement Letter or Proposal shall take precedence. The Agreement shall be deemed accepted by the Client upon the first of (i) the Client’s signature of the Agreement, (ii) the Client’s instruction to commence work, (iii) starting work at the Client’s site or (iv) the Client’s payment of any agreed fee. Variations or additions to the Agreement can be made. However, both Parties must agree to the variation or addition in writing.

2. Scope of Services

Twilo agrees to provide the services set out in the Engagement Letter or Proposal. The scope of services will be as mutually agreed upon by both Parties and recorded in the Engagement Letter or Proposal. Any work requested by the Client that falls outside the agreed scope will be treated as additional work and quoted separately. Twilo will not begin additional work until the Client has approved the additional cost in writing.

3. Revisions and Approvals

Unless otherwise stated in the Engagement Letter or Proposal, design work includes two rounds of revisions at each agreed design stage. Further revisions, or changes requested after a stage has been signed off, will be quoted and charged separately. The Client is responsible for reviewing all work submitted for approval and for ensuring that content, designs and other materials are correct before sign-off. Once a stage or deliverable has been approved by the Client, any subsequent changes will be treated as additional work.

4. Client Responsibilities

The Client agrees to provide, in a timely manner, all content, materials, access, information, approvals and feedback reasonably required by Twilo to deliver the services. Timelines and delivery dates are estimates based on the Client meeting these responsibilities. Where the Client causes delay, including by failing to supply content or approvals within agreed timeframes, Twilo reserves the right to reschedule the work, adjust delivery dates, and invoice for work completed to that point. Where a project is delayed by the Client for a period exceeding 14 days, Twilo may invoice the remaining balance as if the project had reached completion.

5. Fees and Payment

Twilo shall charge fees for the services provided, as set out in the Engagement Letter or Proposal. Unless otherwise agreed in writing:

Project work is charged 50% on acceptance (deposit) and 50% on completion. The deposit is payable before work is scheduled and is non-refundable.

Retainer and recurring services (including but not limited to digital marketing retainers, maintenance and hosting) are invoiced monthly in advance. Invoices are issued on the 1st of each month, or the next working day where the 1st falls on a weekend or bank holiday, for the month ahead.

All invoices are payable within 28 days of the invoice date unless a different period is stated on the invoice. All fees are exclusive of VAT, which will be charged at the prevailing rate. Third-party costs incurred on the Client’s behalf (including but not limited to plugin and software licences, hosting, fonts, stock imagery, advertising spend and subscriptions) are the responsibility of the Client and will be recharged or invoiced directly where applicable.

6. Late Payment and Suspension of Services

Timely payment is essential to the services Twilo provides. If any invoice remains unpaid after its due date, Twilo reserves the right to suspend all services provided to the Client until payment is received in full. This includes, but is not limited to, website hosting, ongoing development, digital marketing activity, retainer services and support.

The Client acknowledges that suspension of hosting will result in the Client’s website becoming unavailable and going offline, and that suspension of digital marketing services may result in the pausing or removal of live advertising campaigns. Twilo will not be liable for any loss, damage, lost revenue or lost data arising from the suspension of services due to non-payment.

Twilo reserves the right to charge interest on overdue invoices at 8% per annum above the Bank of England base rate, calculated daily from the due date until payment is received, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Services suspended for non-payment will be reinstated once all outstanding invoices, including any accrued interest, have been settled in full. Twilo reserves the right to charge a reasonable reinstatement fee where services have been suspended.

7. Intellectual Property

Twilo acknowledges that all intellectual property rights arising from the services provided by the agency, including any work created or developed by the agency, shall belong exclusively to the Client upon payment of all invoices relating to the project. Until all invoices have been paid in full, all intellectual property and work created remains the property of Twilo. Where the Client is hosting their own website, full payment of the project must be received before any files are released to the Client. Twilo shall not use, sell, or disclose any confidential company information about the Client without the Client’s prior written consent.

Twilo may use and retain third-party tools, frameworks, libraries and pre-existing materials in the course of providing services. Any such pre-existing or third-party materials remain the property of their respective owners, and the Client is granted the right to use them as incorporated into the delivered work.

8. Termination

Either party may terminate this agreement by giving 30 days written notice to the other party, except where a specific contract term has been agreed in writing in the Engagement Letter or Proposal, in which case the terms set out there apply. If the agreement is terminated before the completion of the project, Twilo shall be entitled to payment for all work done up to the termination date, and the deposit shall be retained. Either Party may terminate the Agreement forthwith by written notice if the other Party commits an act of bankruptcy or goes into liquidation or is put into liquidation (other than for a proper commercial purpose and whilst solvent) or a receiver is appointed or an administration order is made in respect of it. Either Party may terminate the Agreement forthwith by written notice if the other Party commits a material breach of the Agreement and has failed to remedy the breach within 30 days of receipt of a written notice from the other Party identifying that the breach has occurred. Non-payment of any invoice is deemed a material breach. Termination shall not affect any accrued rights or liabilities arising out of the Agreement, including any sums due to Twilo.

9. Confidentiality

Twilo agrees to maintain confidentiality with respect to any information provided by the Client, including any confidential or proprietary information. Twilo shall not disclose or use such information for any purpose other than the purpose of providing agreed services.

10. Data Protection

Both Parties will comply with their respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Where Twilo processes personal data on behalf of the Client in the course of providing services, it will do so only in accordance with the Client’s reasonable instructions and will take appropriate technical and organisational measures to protect that data.

11. Warranties and Indemnification

Twilo warrants that it will provide services with reasonable skill and care, and in compliance with all applicable laws and regulations. Twilo shall indemnify the Client against all claims, damages, and expenses arising from any breach of this agreement by the agency. The Client warrants that any materials it supplies to Twilo do not infringe the rights of any third party, and the Client shall indemnify Twilo against any claim arising from Twilo’s use of materials supplied by the Client.

12. Limitation of Liability

Twilo’s liability for any breach of this agreement shall be limited to the fees paid by the Client to Twilo under this agreement. Twilo shall not be liable for any indirect, consequential or economic loss, including loss of profit, revenue, data or business, howsoever arising. Nothing in this agreement limits liability for death or personal injury caused by negligence, or for any other liability that cannot be excluded by law.

13. Publicity

The Client agrees that Twilo may:

refer to the Client on its client lists via name and logo; and

refer to the nature of the Services contracted.

14. Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the laws of England and Wales and any dispute arising out of or in connection with the Agreement will be subject to the exclusive jurisdiction of the English Courts.

15. Entire Agreement

This agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.

16. Amendments

This agreement may not be amended except in writing signed by both parties.

By signing the engagement letter or agreeing to the terms of the proposal, the parties acknowledge that they have read, understand, and agree to the terms of this agreement.