Creative Consulting Engagement Agreement

Creative Consulting Engagement Agreement

0. Electronic Acceptance & Digital Signature

This Agreement is entered into electronically via our website, proposal system, invoice acceptance, or written digital confirmation.

By clicking to accept, signing electronically, making payment, or instructing us to proceed, you confirm:

You have read and understood this Agreement in full.
You agree to be legally bound by its terms.
Electronic acceptance holds the same legal weight as a handwritten signature under UK law (including the Electronic Communications Act 2000 and eIDAS-aligned principles where applicable).

For internal records, Balm & Nook uses a verified digital signature and timestamp system as the official record of acceptance.

1. Parties

This Agreement is made between:

Balm & Nook (“we”, “us”, “our”) and The Client (“you”, “your”)

Together referred to as “the Parties”.

This Agreement applies from the date of acceptance via proposal approval, invoice payment, written instruction to proceed, or signature.

1A. Balm & Nook Digital Signature (Agency Authority Clause)

All agreements accepted through Balm & Nook’s official systems (including website forms, proposals, invoices, and project onboarding platforms) are automatically recorded under Balm & Nook’s authorised digital signature framework.

This framework confirms:

The Agreement has been formally issued by Balm & Nook.
The terms are current and valid at the time of acceptance.
No additional physical signature is required for legal enforceability.

The latest version of this Agreement always supersedes any previous versions unless explicitly stated otherwise in writing.

2. Our Promise

At Balm & Nook, we are committed to delivering thoughtful, professional, and high-quality work aligned with your vision and objectives.

We will:

Listen carefully and seek to understand your goals.
Provide objective guidance and professional recommendations.
Deliver services as set out in the agreed scope of work.
Communicate clearly and respectfully throughout the project.
Use reasonable efforts to meet agreed timelines.
Treat all client information with care and confidentiality.
Consider accessibility, inclusion, and sensitivity where relevant.
Inform you promptly of anything that may materially affect delivery.

3. Your Responsibilities

To support successful delivery, you agree to:

Provide accurate, complete, and timely information, content, and assets.
Respond to approvals, feedback, and requests within a reasonable timeframe.
Ensure you have all necessary rights, licences, and permissions for materials supplied.
Cooperate with agreed timelines and milestones.
Make payments on time in accordance with agreed terms.
Notify us promptly of any changes in scope, priorities, or circumstances.

Delays in your responsibilities may result in revised timelines and/or additional costs

4. Scope of Work

The services covered are strictly those set out in your proposal, quotation, invoice, or written project brief (“Scope of Work”).

Anything not expressly included in the Scope of Work is excluded.

We reserve the right to decline or reprice additional work requested outside scope.

5. Changes to Scope (Variation)

Any change, addition, or significant adjustment to the Scope of Work must be agreed in writing.

We may issue a revised timeline, quotation, or variation agreement where necessary.

No variation is binding unless confirmed by both Parties in writing.

6. Revisions & Approvals

Unless otherwise stated in your proposal:

A reasonable number of revision rounds are included within scope.
Additional revisions, rework, or direction changes may be charged at our standard or agreed rate.
Consolidated feedback is required to avoid delays and duplication of work.
Approval once given is considered final unless otherwise agreed in writing.

7. Fees & Payment

Fees will be outlined in your invoice, quotation, or proposal.

Unless otherwise agreed:

A non-refundable retainer is required to secure the booking and commence work.
Remaining balances are payable according to the agreed schedule.
Invoices must be paid within the stated payment terms.

We reserve the right to:

Pause work for overdue invoices.
Withhold deliverables until full payment is received.
Charge interest on late payments in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

8. Cancellation & Termination

Either Party may terminate this Agreement by providing written notice.

If the Client terminates:

You agree to pay for all work completed up to the termination date.
Any retainers paid remain non-refundable.
Work delivered up to that point remains subject to these terms.

We reserve the right to terminate immediately where there is a breach of the agreement, abusive conduct, or non-payment.

9. Delivery & Timelines

We will use reasonable efforts to meet agreed timelines.

However, timelines are dependent on:

Client feedback and approvals
Provision of required materials
Absence of delays outside our control

We are not liable for delays caused by late client input or third-party services.

10. Intellectual Property

Upon full payment:

You are granted a non-exclusive, non-transferable licence to use the final deliverables for the agreed purpose.
Ownership of final client-facing deliverables transfers unless otherwise agreed in writing.

We retain all rights to:

Working files
Drafts
Concepts not selected
Templates, frameworks, and internal processes

We reserve the right to reuse general knowledge, methodologies, and non-confidential learnings.

11. Portfolio Rights

We may display completed work in our portfolio, website, or marketing materials unless you request otherwise in writing before the project begins.

12. Confidentiality

We agree to keep confidential all non-public information shared by you in connection with the project.

This excludes information that:

Is publicly available
Is already known to us before disclosure
Is required to be disclosed by law

12A. Collaborators, Contractors & Creative Partners

We work with a trusted network of collaborators, contractors, and specialist creatives to deliver certain aspects of our services where appropriate.

These may include (but are not limited to): designers, developers, strategists, copywriters, photographers, videographers, and technical specialists.

Where collaborators are engaged:

We remain the primary point of contact and overall project lead.
We ensure all collaborators are selected with care, professionalism, and relevant expertise.
We are not liable for independent actions, omissions, or delays caused by third-party collaborators outside of our reasonable control.
All collaborators operate under confidentiality and professional conduct expectations aligned with Balm & Nook standards.

We will always prioritise quality, alignment, and integrity when selecting partners for your project.

12B. Weddings, Ceremonies & Ethical Considerations

Where Balm & Nook is engaged in work relating to weddings, ceremonies, or emotionally significant life events, the following additional terms apply:

We approach this work with care, respect, and emotional sensitivity, recognising the personal and meaningful nature of these occasions.

You acknowledge that:

Timelines for wedding-related work are often fixed and dependent on strict external dates.
Any delays in feedback, content, or approvals may impact delivery and final execution.
We will make reasonable efforts to meet fixed event deadlines, but we cannot be held responsible for delays caused by late client input or third-party suppliers.

We reserve the right to decline or withdraw from projects where:

Requests conflict with our ethical values or professional boundaries.
Communication or conduct becomes inappropriate, unsafe, or misaligned with respectful collaboration.
The scope shifts significantly beyond agreed creative or strategic parameters.

We also maintain a commitment to inclusive, respectful, and non-discriminatory practice across all ceremonial work and will not knowingly produce content that promotes harm, exclusion, or discrimination.

Interference & External Factors (Outside Our Control)

We cannot be held responsible for disruption, delay, or failure in delivery caused by factors outside our reasonable control (“Interference”), including but not limited to:

Actions, delays, or non-performance of third-party suppliers (such as venues, planners, photographers, or printers)
Family, guest, or external stakeholder interference in decision-making or approval processes
Last-minute changes to scope, direction, or event requirements
Technical failures, platform outages, or software issues outside our systems
Venue restrictions, scheduling changes, or event-day logistical disruptions
Any unforeseen circumstances affecting communication, approvals, or project flow

Where Interference occurs, we will:

Communicate as early as reasonably possible
Work with you in good faith to adjust timelines or deliverables where feasible
Not be liable for missed deadlines or altered outcomes resulting from such factors

We remain committed to supporting the success of your event, but delivery is dependent on stable and timely collaboration between all parties involved.

13. Data Protection (UK GDPR)

We comply with applicable UK data protection legislation.

We will:

Only use personal data for project delivery and administration
Store data securely
Retain data only as long as reasonably necessary

14. Third-Party Services

We are not responsible for third-party platforms, providers, or tools used in connection with the project.

Any third-party costs are the responsibility of the Client unless explicitly included in writing.

15. No Guarantee of Outcome

While we work with care and professionalism, we do not guarantee specific business, financial, marketing, or commercial outcomes.

All decisions made based on our work remain the responsibility of the Client.

16. Limitation of Liability

To the fullest extent permitted by law:

Our total liability under this Agreement is limited to the total fees paid by you under the relevant project.
We are not liable for indirect, consequential, or business losses (including loss of profit, revenue, or opportunity).
We are not responsible for issues arising from third-party services or client implementation.

Nothing in this Agreement excludes liability for death, personal injury, fraud, or anything that cannot be excluded under UK law.

17. Force Majeure

We are not liable for delays or failure to perform caused by events outside our reasonable control, including but not limited to illness, technical failure, or platform outages.

In such cases, we will notify you and agree on revised timelines where possible.

18. Respect & Conduct

We maintain a zero-tolerance approach to abusive, threatening, discriminatory, or inappropriate behaviour.

We may suspend or terminate services immediately in such cases, with payment due for work completed.

19. Entire Agreement

This Agreement, together with the proposal, quotation, invoice, or written brief, forms the entire agreement between the Parties and supersedes any prior discussions or understandings.

20. Governing Law

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

21. Acceptance

By approving a proposal, paying an invoice, signing a document, or instructing us to begin work, you confirm acceptance of this Agreement.