Logical Branding Limited - a company registered in England and Wales under company number 16223623, whose registered office is at Arise Innovation Hub, Innovation Park, Maypole Boulevard, Harlow, England, CM17 9TX. VAT number GB 486 286 346.

Last updated: 6 August 2026

1. About these terms

1.1 These terms and conditions ("Terms") govern the supply of goods and services by Logical Branding Limited ("we", "us", "our") to its customers ("you", "your").

1.2 We supply to businesses only. By placing an order you confirm that you are acting in the course of a business, trade, craft or profession and not as a consumer. Nothing in these Terms is intended to apply to a consumer contract, and we do not accept orders from consumers.

1.3 These Terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Any terms printed on your purchase order, order confirmation, portal or other document will have no effect, even if we sign or acknowledge that document.

1.4 We may update these Terms from time to time. The version in force is the version published on our website at the date your order is accepted.

2. Definitions

Contract - the contract formed between us under clause 3.

Deliverables - the goods, drawings, files, designs, websites, documentation and other outputs we supply to you under a Contract.

Customer Materials - anything you supply to us or instruct us to use, including logos, artwork, designs, drawings, specifications, photographs, copy, data, fonts, trade marks and brand guidelines.

Order - your order for Deliverables.

Services - the branded merchandise, CAD and web design services described in clauses 7, 8 and 9 and any other services we agree to supply.

Specification - the description of the Deliverables set out in our quotation, proposal or statement of work.

3. How a contract is formed

3.1 A quotation is an invitation to treat, not an offer. It is valid for [30] days from its date and may be withdrawn or amended at any time before we accept your Order.

3.2 Your Order is an offer to buy from us on these Terms. A Contract is formed only when we issue a written acceptance, or (if earlier) when we begin work on the Order.

3.3 Samples, drawings, mock-ups, visuals, renders and descriptive material are produced to give an approximate idea of the Deliverables. They do not form part of the Contract unless expressly stated in the Specification.

3.4 We may correct any typographical, clerical or other obvious error in our quotation, proposal or documentation without liability.

4. Your obligations

4.1 You will:

(a) provide Customer Materials, instructions, approvals, feedback, access and information promptly and in the formats we reasonably request;

(b) ensure that everything you provide is accurate, complete and fit for the purpose for which we will use it;

(c) obtain and maintain any licences, permissions and consents we need to perform the Services;

(d) nominate an individual with authority to approve proofs, designs and change requests on your behalf; and

(e) co-operate with us in all matters relating to the Services.

4.2 If our performance is prevented or delayed by any act or omission of yours, or by your failure to perform any obligation ("Customer Default"):

(a) we may suspend performance until the Customer Default is remedied, and rely on the Customer Default to relieve us from performance to the extent it prevents or delays us;

(b) we are not liable for any resulting cost or loss you suffer; and

(c) you will reimburse us on written demand for any cost or loss we incur.

4.3 Deadlines we give are dependent on you meeting your obligations under clause 4.1. Where you are late in providing anything we need, we may re-schedule the work to the next available slot in our production or project schedule.

5. Intellectual property in Customer Materials

5.1 You retain ownership of all intellectual property rights in Customer Materials. You grant us a non-exclusive, royalty-free licence to copy, modify, store and otherwise use Customer Materials for the purpose of performing the Contract, and to reproduce them in our portfolio and marketing subject to clause 5.5.

5.2 You warrant that:

(a) you own, or are licensed to use, all intellectual property rights in the Customer Materials;

(b) our use of the Customer Materials in accordance with the Contract will not infringe the rights of any third party, including copyright, trade marks, design rights, database rights, moral rights, rights of privacy or personality rights; and

(c) the Customer Materials do not contain anything unlawful, defamatory, obscene or in breach of any applicable regulation or advertising code.

5.3 You will indemnify us against all liabilities, costs, expenses, damages and losses (including legal costs on a full indemnity basis, and the costs of recall, destruction or re-work) suffered or incurred by us arising out of or in connection with any claim that the Customer Materials, or our use of them in accordance with the Contract, infringe the rights of a third party.

5.4 We are not obliged to check whether Customer Materials infringe third-party rights, and any check we do carry out does not reduce your responsibility under clauses 5.2 and 5.3. We may refuse to reproduce any Customer Materials that we reasonably believe may be unlawful or infringing, without liability to you.

5.5 We may display completed work in our portfolio, website, social media and marketing unless you tell us in writing before the Contract is formed that you require confidentiality. Where you have asked us not to, we will not identify you as a customer.

6. Intellectual property in the Deliverables

6.1 We own all intellectual property rights in the Deliverables and in all working files, source materials, tooling, screens, dies, templates, code libraries, frameworks and methodologies created or used by us, except for Customer Materials.

6.2 On payment in full of all sums due under the relevant Contract, we assign to you the intellectual property rights in the final Deliverables created specifically for you under that Contract, excluding:

(a) our pre-existing materials, and any tools, libraries, components, frameworks and know-how of general application ("Background IP");

(b) third-party materials licensed under clause 6.4; and

(c) working files, drafts and rejected concepts, which remain ours.

6.3 To the extent our Background IP is embedded in a Deliverable, we grant you a perpetual, non-exclusive, worldwide, royalty-free licence to use it as part of that Deliverable, but not on a standalone basis or to create competing products.

6.4 Deliverables may incorporate third-party materials such as open-source software, plugins, themes, fonts and stock imagery. Your use of these is governed by the relevant third-party licence, and you are responsible for complying with it and for any renewal or subscription fees. We will tell you which third-party materials are included and on what terms if you ask.

6.5 Until payment in full, we grant you no rights in the Deliverables, and any use of them by you is unlicensed.

7. Branded merchandise

7.1 Merchandise is produced to your designs and specifications and is bespoke. Once you have approved a proof under clause 7.2, the Order cannot be cancelled and the goods cannot be returned, except where they are defective under clause 12.

7.2 We will supply a digital proof (and, where agreed, a physical sample) for approval. It is your responsibility to check spelling, dimensions, positioning, colours and content carefully. We are not liable for any error that is present in an approved proof.

7.3 Colour. Digital proofs and on-screen visuals are approximate. Colours vary between screens, print methods, fabrics, materials and production batches. We will match to a specified Pantone reference as closely as the chosen process and substrate allow, but we do not guarantee an exact match, and slight variation between items or between repeat orders is not a defect.

7.4 Quantity tolerance. The nature of the production processes we use means we may deliver up to [10]% more or [10]% fewer items than ordered. We will invoice for the quantity actually delivered. Delivery within this tolerance is proper performance of the Contract.

7.5 Minimum quantities and stock. Orders are subject to our minimum order quantities and to stock availability at the time of production. Where a garment, colour or size becomes unavailable, we will offer the nearest equivalent; if you do not accept it, we may cancel that part of the Order and refund any sums paid for it.

7.6 Title and risk. Risk passes to you on delivery. Legal and beneficial title does not pass until we have received payment in full of all sums owed by you to us on any account. Until title passes you must store the goods separately, keep them identifiable as our property, keep them insured and not remove or obscure any marking. We may at any time before title passes require you to deliver the goods up and, if you fail to do so, enter any premises where they are stored to recover them.

7.7 Delivery. Delivery dates are estimates only and time of delivery is not of the essence. We are not liable for any loss arising from delay in delivery. Delivery takes place when the goods are unloaded at the address you have given us, or on collection where you have agreed to collect. If you fail to accept or collect the goods, delivery is deemed to have occurred and we may charge for storage and re-delivery.

7.8 Export. We currently supply to addresses in the United Kingdom only. Where we agree in writing to deliver outside the United Kingdom, you are responsible for all export and import duties, taxes, customs clearance, licences and compliance with the law of the destination country, and the applicable Incoterm will be as stated in our written acceptance.

7.9 We are not responsible for compliance of your designs with any labelling, safety, product or advertising regulation applicable to the finished item in the territory where you intend to sell or distribute it. That responsibility is yours.

8. CAD services

8.1 We will provide CAD drawings, models and related documentation in accordance with the Specification, exercising the reasonable skill and care of a competent provider of comparable services.

8.2 The Specification includes the number of revision rounds. Additional revisions, and changes made after you have signed off a stage, are chargeable under clause 11.

8.3 Our output is based on the information, measurements, surveys, tolerances and requirements you supply. We do not verify that information, and we are not liable for any error, omission or inaccuracy in it.

8.4 You are responsible for checking and approving all drawings and models before they are used. In particular, you must satisfy yourself, and where appropriate obtain independent professional verification, that the design:

(a) is accurate against site or as-built conditions;

(b) is suitable for its intended use, materials and manufacturing or construction method; and

(c) complies with all applicable standards, building regulations, safety requirements and approvals.

8.5 Unless expressly agreed in writing and included in the Specification, our Services do not constitute structural, engineering, architectural, safety or regulatory certification, and must not be relied on as such. We do not supervise manufacture, fabrication or installation and are not responsible for the work of any third party who uses our drawings.

8.6 We will supply files in the formats stated in the Specification. We do not warrant that files will open, translate or behave identically in other software, versions or systems.

8.7 We are not liable for any modification made to our drawings or models by you or any third party, or for any use of them on a project other than the one for which they were prepared.

9. Web design

9.1 We will design and build the website described in the Specification. Anything not expressly listed there - including content writing, translation, photography, SEO, advertising, ongoing maintenance, hosting, security monitoring and training - is out of scope and chargeable separately.

9.2 Content. You are responsible for supplying all text, images, video and data, and for their accuracy and legality. If you do not supply content by an agreed date, we may launch with placeholder content or pause the project under clause 4.2.

9.3 Testing and acceptance. We will notify you when the site is ready for review. You have [10] working days to test it and report defects in writing. The site is deemed accepted at the end of that period, or on earlier live launch or commercial use. Acceptance does not affect your rights under clause 12.

9.4 Compatibility. We will test against the browsers, devices and screen sizes listed in the Specification, in their versions current at the time of testing. We do not warrant that the site will function identically on other, older or future browsers, devices, assistive technologies or operating systems.

9.5 Hosting, domains and third-party services. Where we arrange hosting, domain registration, SSL certificates, licences or subscriptions on your behalf, we do so as your agent and you are responsible for the fees. These are supplied on the relevant provider's terms, and we give no warranty as to their availability, performance or continuity. We are not liable for the acts, omissions or failure of any third-party provider.

9.6 Accessibility and compliance. Unless accessibility conformance to a stated standard is expressly included in the Specification, we do not warrant that the site meets WCAG or any other accessibility standard, or that its content complies with any regulatory requirement applicable to your sector.

9.7 Maintenance and security. Websites need ongoing updates. Unless you have a written support or maintenance agreement with us, we have no obligation to update, patch, back up, monitor or secure the site after acceptance, and we are not responsible for any consequence of a failure to do so - including any hack, malware infection, data loss or downtime.

9.8 Bugs. We will correct defects reported within [90] days of acceptance which cause the site to fail materially to conform to the Specification, at no charge. This does not cover faults caused by your changes, third-party updates, hosting failures, or requests for new or changed functionality.

10. Charges and payment

10.1 Charges are as set out in our quotation or, where no quotation applies, at our then-current rates. All sums are exclusive of VAT, which is payable at the applicable rate.

10.2 Branded merchandise. Orders for branded merchandise are payable in full in advance. We are not obliged to order stock, produce a proof for approval or commence production until cleared funds have been received.

10.3 Web design and CAD services. A deposit of 50% of the quoted charges is payable before we commence work. The balance is payable on completion, or in accordance with any stage payment schedule set out in the Specification. We are not obliged to begin or continue work, or to release any Deliverable, until a deposit or stage payment has been received in cleared funds.

10.4 We do not offer credit accounts. Where an invoice is issued, it is payable within 14 days of the invoice date. Time for payment is of the essence. Any credit or extended payment terms must be agreed by us in writing before the Order is placed, and may be withdrawn by us at any time on notice.

10.5 We may charge you for expenses reasonably incurred on your behalf, including couriers, third-party licences, stock photography, plugins, hosting and travel, at cost plus [10]%.

10.6 Late payment. If you fail to pay any sum when due we may:

(a) charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998;

(b) suspend all Services and withhold all Deliverables, including taking a website offline, until payment is made in full;

(c) recover our reasonable costs of enforcement and debt recovery; and

(d) withdraw any credit terms and require payment in advance for future orders.

10.7 You must pay all sums in full without set-off, counterclaim, deduction or withholding, except as required by law. We may set off any amount you owe us against any amount we owe you.

10.8 Where a Contract is priced on the basis of a materials, currency or supplier cost that changes materially before production, we may increase the price accordingly, having first told you in writing. You may cancel the affected part of the Order within 5 working days of that notice, subject to clause 13.

11. Changes

11.1 Either party may request a change to the Specification. A change takes effect only when agreed in writing, including any effect on the price and timetable.

11.2 Work outside the agreed Specification, additional revision rounds, and changes to work already approved by you are chargeable at our then-current rates.

11.3 We may make changes to a Deliverable that are necessary to comply with applicable law or that do not materially affect its nature or quality.

12. Warranty and defects

12.1 We warrant that:

(a) Services will be performed with reasonable skill and care; and

(b) goods will, on delivery, conform in all material respects to the Specification and be free from material defects in materials and workmanship.

12.2 You must examine all goods at the time of delivery. You must notify us in writing of any shortage, damage, defect or other failure to conform to the Specification so that the notice reaches us within 7 days of delivery. Damage or loss in transit must additionally be noted on the delivery note at the time of delivery.

If you do not notify us within this period, the goods are deemed to comply with the Contract as to quality and quantity and are deemed accepted.

12.3 We are not liable under clause 12.1 where the defect arises from:

(a) Customer Materials, or an error present in a proof, drawing or design you approved;

(b) fair wear and tear, wilful damage, negligence, or abnormal storage, handling or working conditions;

(c) your failure to follow our or the manufacturer's instructions on use, care, washing or maintenance;

(d) alteration or repair of the goods, or modification of a Deliverable, by anyone other than us; or

(e) variation within the tolerances described in clauses 7.3 and 7.4.

12.4 Where goods are validly rejected, our obligation is limited, at our option, to repairing or replacing them, or refunding the price paid. This is your sole remedy for defective goods.

12.5 We have no liability in respect of any defect, shortage, damage or non-conformity unless you have complied with the notification requirements in clause 12.2.

13. Cancellation and suspension

13.1 Our work begins immediately on order. Stock is ordered, production slots are booked, and artwork and screens are generated within 48 hours of purchase, with branding and printing following shortly after. Accordingly, if you cancel, postpone or reduce an Order after the Contract is formed, you must pay an administration fee of £50 plus VAT, together with:

(a) our charges for all work performed up to the date of cancellation, calculated at our standard rates;

(b) the cost of all materials, stock, licences and third-party commitments we have ordered or incurred, which will then be made available to you; and

(c) any cancellation or restocking charge levied on us by a supplier.

13.2 Merchandise cannot be cancelled once a proof has been approved and production has begun.

13.3 If you suspend a project for more than [60] days, we may treat it as cancelled, invoice under clause 13.1, and re-price and re-schedule any resumption.

14. Limitation of liability

14.1 Nothing in these Terms limits or excludes our liability for:

(a) death or personal injury caused by our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); or

(d) any other liability which cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

(a) loss of profit, revenue, business, contracts or anticipated savings;

(b) loss of or damage to goodwill or reputation;

(c) loss, corruption or unavailability of data;

(d) cost of recall, destruction, re-work or re-print of any product or campaign;

(e) wasted management or staff time; or

(f) indirect or consequential loss.

14.3 Subject to clause 14.1, our total liability arising out of or in connection with a Contract will not exceed:

(a) for branded merchandise, the price paid by you for the goods to which the claim relates;

(b) for web design services, the total charges paid by you under that Contract; and

(c) for CAD services, £1,000,000 for any one claim or series of connected claims arising from a single event or cause.

14.4 Where a claim relates to more than one category of Deliverable, the limit applicable to each category applies to the part of the claim attributable to it.

14.5 Our aggregate liability for all claims arising in any period of 12 months will not in any event exceed £1,000,000, save that this limit does not apply to liability for death, personal injury or damage to physical property caused by defective goods supplied by us, in respect of which our aggregate liability will not exceed £5,000,000.

14.6 We maintain professional indemnity insurance with a limit of indemnity of £1,000,000, and public and products liability insurance with a limit of indemnity of £5,000,000. We will provide evidence of cover on written request. This clause does not extend our liability beyond the limits in clauses 14.3 to 14.5, and the existence or adequacy of insurance does not create any liability that would not otherwise arise.

14.7 We will have no liability for any claim unless you notify us in writing of the claim, with reasonable detail of its nature and grounds, within [12] months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

14.8 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

14.9 This clause 14 survives termination of the Contract.

15. Confidentiality

15.1 Each party will keep confidential all confidential information disclosed by the other, and use it only to perform the Contract. This does not apply to information that is or becomes public through no breach of this clause, was already lawfully held, is independently developed, or must be disclosed by law or a regulator.

15.2 Each party may disclose confidential information to its employees, contractors and advisers who need to know it, provided it ensures they comply with this clause.

16. Data protection

16.1 Each party will comply with the UK GDPR and the Data Protection Act 2018.

16.2 Where we process personal data on your behalf in the course of providing the Services, you are the controller and we are the processor. We will process that personal data only on your documented instructions, keep it confidential, apply appropriate technical and organisational security measures, assist you with data subject requests and security incidents so far as is reasonable, and delete or return it at the end of the Contract.

16.3 You consent to our appointment of sub-processors (including hosting, email, backup and analytics providers). We will inform you of any intended change and remain responsible for their performance.

16.4 Where you require it, or where the nature or volume of the processing makes it appropriate, we will enter into a separate data processing agreement with you. Where there is a conflict between that agreement and this clause 16, that agreement prevails.

16.5 Where personal data is transferred outside the United Kingdom, we will ensure an appropriate transfer mechanism recognised under UK data protection law is in place.

16.6 You warrant that you have a lawful basis for any personal data you provide to us and that your instructions will not put us in breach of data protection law.

17. Force majeure

We are not in breach of the Contract, nor liable for any delay or failure to perform, caused by an event beyond our reasonable control, including act of God, fire, flood, extreme weather, epidemic, war, terrorism, civil unrest, industrial action, cyber attack, failure of utilities or telecommunications, import or export restriction, and failure or delay of a supplier or subcontractor. If the event continues for more than [60] days, either party may terminate the affected Contract on written notice, and you will pay for work performed and costs incurred up to that date.

18. Termination

18.1 We may terminate or suspend any Contract immediately on written notice if you:

(a) fail to pay any sum when due and do not pay within [14] days of written reminder;

(b) commit a material breach that is not remediable, or fail to remedy a remediable material breach within [14] days of written notice;

(c) become insolvent, enter any insolvency or restructuring process, or cease or threaten to cease to carry on business; or

(d) undergo a change of control that we reasonably consider prejudicial to our interests.

18.2 On termination, all sums outstanding become immediately due, all licences granted to you cease unless the Deliverables are paid for in full, and we may retain or take offline any Deliverable for which we have not been paid.

18.3 Termination does not affect any right or remedy that accrued before it, or any clause intended to survive.

19. General

19.1 Assignment. You may not assign, transfer or sub-contract any of your rights or obligations without our written consent. We may assign or sub-contract freely, but remain responsible for the performance of our sub-contractors.

19.2 Entire agreement. The Contract constitutes the entire agreement between us and supersedes all prior discussions, proposals and representations. You acknowledge that you do not rely on any statement or representation not expressly set out in the Contract. Nothing in this clause limits liability for fraudulent misrepresentation.

19.3 Order of precedence. If there is a conflict, the order of precedence is: (i) a signed written agreement between us; (ii) the Specification; (iii) these Terms.

19.4 Waiver. No failure or delay in exercising a right is a waiver of it.

19.5 Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary, or deleted, and the remaining provisions will continue in force.

19.6 Third party rights. A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999.

19.7 Notices. Notices must be in writing and sent to the registered office or to the email address each party has notified for that purpose. Email notice is deemed received at the time of transmission during business hours.

19.8 No partnership. Nothing in the Contract creates a partnership, joint venture or employment relationship, or makes either party the agent of the other, except as stated in clause 9.5.

19.9 Non-solicitation. Neither party will, during a Contract and for [6] months afterwards, solicit for employment any employee or contractor of the other who has been materially involved in the Contract, other than by a general advertisement not targeted at them.

20. Governing law and jurisdiction

The Contract, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact: 0808 168 1688 · logicalbranding.com/contact · Arise Innovation Hub, Harlow Innovation Park, Maypole Boulevard, Harlow, CM17 9TX