Last updated: 14 September 2026
About these Terms
These Terms and Conditions apply to the agreement between Baltic Design and any Client requesting or receiving services from Baltic Design. They are incorporated by reference into every project agreement, proposal, quotation, and ongoing service arrangement, and apply unless Baltic Design and the Client have expressly agreed otherwise in a written, project-specific contract.
Where a project-specific written agreement and these Terms disagree on anything, the project-specific agreement wins.
Together with the project agreement and any document expressly referred to in it, these Terms form the entire agreement between the parties. They replace any previous understandings, arrangements, or proposals, written or verbal.
In agreeing to these Terms, the Client confirms that it has not relied on any representation other than those expressly set out here or in the project agreement.
1. Definitions
“Baltic Design” — the trading name of Dan Cotugno-Cregin, of 55 Oakfield Road, Lobley Hill, Gateshead, NE11 0AA, including any employees, consultants, or agents engaged by Baltic Design.
“Client” — any individual, business, partnership, company, or charity obtaining or proposing to obtain services from Baltic Design.
“Services” — the services described in any letter of confirmation, project agreement, proposal, quotation, or other written correspondence from Baltic Design to the Client.
“Standard Rate” — Baltic Design’s then-current standard hourly rate, as stated in the relevant proposal or quotation, or otherwise notified to the Client in writing.
“Intellectual Property Rights” — copyrights, patents, registered and unregistered design rights, topography rights, trademarks and service marks and applications for any of these, together with all trade secrets, know-how, rights to confidence, and other intellectual or industrial property rights anywhere in the world.
“Inappropriate Material” — material that under the laws of any jurisdiction where it can be accessed is or may be: abusive, defamatory, harmful, libellous, malicious, obscene, pornographic, profane, threatening, unlawful; or that infringes any Intellectual Property Rights; or that constitutes or encourages a criminal offence; or that contains a virus, worm, trojan horse, or other harmful code.
“Relevant Legislation” — the laws of England and Wales (and where applicable, the Client’s country) relating to data protection, electronic communications, consumer protection, and Inappropriate Material.
2. Services
2.1 Baltic Design will carry out the Services in accordance with the Client’s instructions, as agreed between the parties in writing.
2.2 Baltic Design will perform the Services with reasonable care and skill, in a professional manner, and within agreed timescales — subject always to the Client meeting its own obligations under section 3.
2.3 Minor modifications to delivered work, suggested by the Client, will be carried out free of charge — provided the changes are reasonable and don’t substantially deviate from the originally agreed scope. What counts as “reasonable” and “minor” is at Baltic Design’s discretion, taking the spirit of the agreement into account.
2.4 Any additional services requested outside the originally agreed scope are billed at the Standard Rate and require written agreement before work begins.
2.5 Third-party costs incurred on the Client’s behalf — including (without limitation) premium plugins, themes, stock imagery, fonts, software licences, domain registrations, and hosting — are either passed through to the Client at cost or included in the project price where the proposal says so. Where not included, Baltic Design will confirm the cost in writing before committing to it.
2.6 Quotations and proposals are valid for 30 days from the date issued, unless they say otherwise.
2.7 Non-delivery or non-performance by any third-party supplier (including hosting providers, payment processors, data feeds, or other services Baltic Design relies on) does not entitle the Client to delay payment or to claim against Baltic Design.
3. Client’s responsibilities
3.1 The Client agrees to provide Baltic Design with everything reasonably needed to deliver the Services — including content, feedback, decisions, sign-offs, and access to relevant accounts or systems — within a reasonable time of being asked.
3.2 Deadlines work both ways. If the Client is late providing something Baltic Design is waiting on, project timelines move accordingly. Baltic Design will not be liable for missed launch dates or other delays caused by the Client’s late delivery of materials, decisions, or sign-off.
3.3 The Client confirms that any text, images, logos, trademarks, designs, code, or other content supplied to Baltic Design for use in the Services is either owned by the Client or used with appropriate permission.
3.4 The Client takes full responsibility — legal and otherwise — for the content of all material appearing on any website, application, or other deliverable produced by Baltic Design.
3.5 The Client agrees not to transmit Inappropriate Material, infringe the Intellectual Property Rights of any third party, or send bulk email (spam) using any service provided by Baltic Design.
3.6 The Client is responsible for complying with all Relevant Legislation that applies to its business and its use of the Services — including (without limitation) UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations, and consumer protection law.
4. Payment
4.1 Unless a project-specific schedule says otherwise, a deposit of 50% of the agreed initial project cost is required before work commences. The remainder is invoiced on completion or on the schedule set out in the project agreement.
4.2 On completion of work, the Client has a period of seven (7) working days to review and approve the work. If Baltic Design has not received feedback or objections within that period, the work is treated as approved and the corresponding milestone invoice becomes due.
4.3 Invoices are payable within 14 days of the invoice date. Payment is by bank transfer or by such other method as agreed in writing in advance. Payment is not accepted by credit or debit card.
4.4 If any invoice is not paid by its due date, Baltic Design may charge interest at 8% above the Bank of England base rate, calculated daily from the due date until the invoice is paid in full, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Baltic Design may also recover statutory compensation under the same Act, plus any reasonable costs of collection.
4.5 If any invoice remains overdue after Baltic Design has notified the Client in writing that it is overdue, Baltic Design may suspend the Services — including (without limitation) hosting, ongoing maintenance, monitoring, and email delivery — and may take the Client’s website offline until payment is received in full. Suspension does not affect Baltic Design’s right to recover the unpaid amount, interest, and collection costs.
4.6 If a project stalls because the Client has not provided content, feedback, decisions, or sign-off for 60 days or more despite reasonable requests, Baltic Design may treat the project as complete. Any outstanding balance for work done to that point becomes due, and restarting the project may be quoted as new work.
4.7 All fees are exclusive of VAT, where applicable.
5. Recurring payments and cancellation
5.1 Direct Debit and recurring billing
By setting up a Direct Debit, standing order, or other recurring payment arrangement with Baltic Design, the Client agrees that Services will continue to be provided and billed on a recurring basis until a formal cancellation request is submitted in writing and acknowledged by Baltic Design.
It is the Client’s responsibility to cancel a Direct Debit or other recurring payment if they no longer wish to use the Services.
5.2 How to cancel
To cancel recurring Services, the Client must send a written cancellation request by email to [cancellation email address].
Cancellation requests must be received and acknowledged by Baltic Design at least 30 days before the next billing cycle to avoid being charged for the next period.
If written notice is not received in time, billing continues until cancellation is formally received and acknowledged.
5.3 Refunds
Recurring payments are non-refundable except where Baltic Design has made an administrative error.
Failure to use a Service, or migration to another provider without notice, does not entitle the Client to a refund.
5.4 What happens on termination of recurring Services
On successful cancellation, all associated Services (including hosting, domain management, monitoring, and any third-party licences supplied under Baltic Design’s agency accounts — see clause 7.5) will be deactivated.
The Client is responsible for backing up any data they need before termination. Baltic Design will not be liable for any loss of data after termination.
Site files and database backups will be retained for 60 days after termination, after which they may be permanently deleted.
6. Domain names
6.1 Registration and use of any domain name is subject to the terms of the relevant naming authority. Baltic Design is not liable for any refusal to register a domain name.
6.2 Where Baltic Design holds a domain name in trust for the Client, it will transfer the domain to the Client at any time on request, free of charge, provided all outstanding fees have been paid in full.
6.3 Baltic Design accepts no liability for the Client’s use of any domain name, or for any dispute arising over a domain name. If a dispute arises, Baltic Design may at its discretion suspend or cancel hosting of the affected site.
6.4 If the Client requests transfer of a domain name out of Baltic Design’s control to a third-party registrar, an administration fee of £15 plus any charge levied by the upstream registrar applies. No warranty or guarantee is given as to the timescale or accuracy of any transfer, since this depends on third parties.
7. Intellectual property
7.1 On full payment of all fees due in connection with a project, the Client owns the bespoke visual design and bespoke written or graphic content created specifically for them as part of the project.
7.2 Bespoke application code written specifically for the Client is licensed to the Client on a perpetual, non-exclusive, royalty-free basis for use on the project for which it was written. Baltic Design retains underlying ownership of the code, including the right to reuse general patterns, components, and methods on other projects.
7.3 Baltic Design retains ownership of all general-purpose tools, libraries, frameworks, plugins, and underlying methodologies used in the course of providing the Services, including any Baltic Design products installed as part of the Services.
7.4 Open-source components used in any deliverable (including without limitation WordPress, WooCommerce, Laravel, and any open-source packages) are licensed under their own terms (e.g. GPL, MIT). Nothing in these Terms or any project agreement overrides those licences.
7.5 Where Baltic Design supplies premium third-party plugins, themes, or services under its own agency or developer licences, those licences cover the Client’s site only while the Client remains on an active Baltic Design hosting or care plan. If that plan ends, the Client is responsible for purchasing their own licences to continue receiving updates and support for those components.
7.6 Until full payment is received, ownership and copyright of all deliverables remains with Baltic Design.
7.7 The Client confirms that any content, code, imagery, or other materials they provide for use in deliverables is either owned by them or used with appropriate permission, and indemnifies Baltic Design against any claim from a third party arising from the use of Client-supplied materials.
7.8 Baltic Design may use non-confidential aspects of any project — including screenshots, finished work, technical descriptions, and outcome metrics — in its portfolio, on its website, in case studies, on social media, and in conversation with prospective clients. The Client agrees to this use unless they request otherwise in writing.
8. Confidentiality and data protection
8.1 Baltic Design will not use or disclose any non-public information about the Client’s business, plans, customers, or operations that it learns while providing the Services, except: where the Client has agreed to disclosure; where disclosure is needed to deliver the Services (e.g. to a hosting provider); where the law requires it; or where the information is already public other than through Baltic Design’s breach of this section.
8.2 The Client agrees to the same confidentiality obligation in respect of any non-public information about Baltic Design’s business or methods learned in the course of the Services.
8.3 This obligation continues after termination of any agreement between the parties.
8.4 Where Baltic Design processes personal data on the Client’s behalf (for example, customer or enquiry data held on a website Baltic Design hosts or maintains), the Client is the controller and Baltic Design is the processor under UK GDPR. Baltic Design will process that data only on the Client’s documented instructions, keep it confidential, apply appropriate security measures, assist the Client with data subject requests where reasonably required, and delete or return it at the end of the Services in line with clause 5.4. Baltic Design may use sub-processors (such as hosting and email providers) to deliver the Services and will tell the Client on request which are in use. This clause is intended to satisfy Article 28 UK GDPR; the parties will enter into a separate data processing agreement if either reasonably requires one.
9. Indemnity
9.1 The Client agrees to fully indemnify Baltic Design and hold Baltic Design harmless from and against any and all claims, costs, damages, losses, or liability (whether civil or criminal) and reasonable expenses (including legal fees) sustained or incurred by Baltic Design as a result of:
- any breach by the Client of these Terms or any project agreement;
- any content, material, or required mode of operation supplied or specified by the Client;
- any third-party claim arising from the Client’s use of the Services or the deliverables;
- any breach by the Client of Relevant Legislation, including data protection law.
10. Warranties and what Baltic Design can’t promise
10.1 Baltic Design relies on third-party suppliers (including hosting providers, payment processors, email services, and data providers) to deliver many aspects of the Services. To the extent the Services depend on third parties, Baltic Design makes no warranty that they will be uninterrupted or error-free.
10.2 Baltic Design will use reasonable endeavours to maintain the integrity and security of any server it manages, but does not guarantee that any server will be free from unauthorised access, hackers, or downtime.
10.3 Baltic Design is not responsible for the security or contents of email sent or received by the Client, or for non-receipt, non-delivery, or mis-routing of email.
10.4 If a problem occurs after launch due to malfunction of any web page, form, script, or other component, Baltic Design will use reasonable endeavours to fix it. If the problem cannot be fixed within two (2) hours of work and is not within scope of an active retainer or care plan, the Client is liable for the additional time at the Standard Rate.
10.5 If a problem is caused by a third-party hosting or service provider, or by changes to third-party software, browsers, or platforms outside Baltic Design’s control, Baltic Design will use reasonable endeavours to assist with re-hosting, re-provisioning, or remedial work, but the Client bears the cost of any such work at the Standard Rate plus any third-party fees, unless covered by an active retainer or care plan.
11. Limitation of liability
11.1 Baltic Design’s total liability to the Client under or in connection with any project agreement or these Terms, however arising — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — is capped at the total fees paid by the Client to Baltic Design in the twelve (12) months immediately preceding the claim.
11.2 Baltic Design is not liable for any indirect, consequential, special, or economic loss whatever — including loss of profits, loss of business, loss of revenue, loss of contracts, loss of goodwill, loss of opportunity, loss of anticipated savings, or loss or corruption of data — even if Baltic Design has been advised of the possibility of such loss.
11.3 Nothing in these Terms limits or excludes Baltic Design’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) anything else that cannot be limited or excluded by law.
12. Force majeure
Neither party is liable for failure or delay in performing its obligations under any agreement caused by an event beyond its reasonable control — including (without limitation) illness, industrial disputes, energy or transport failures, acts of God, war, terrorism, civil unrest, natural disasters, mechanical or technical failures of third-party services, internet outages, deliberate damage by third parties, or failures of suppliers or sub-contractors.
13. Termination
13.1 Either party may terminate any project agreement or these Terms by giving 30 days’ written notice, subject to clause 13.2.
13.2 Baltic Design may terminate any agreement immediately, by written notice, if the Client commits any breach — including (without limitation) non-payment of any amount on the due date, or transmission of Inappropriate Material.
13.3 On termination, ownership of all Services and deliverables remains with Baltic Design until all amounts due have been paid in full. Work completed up to the date of termination is invoiced and payable in the usual way.
13.4 No refund is given for any payments already made where termination takes place — except where Baltic Design has made an administrative error or where a project-specific agreement says otherwise.
13.5 Baltic Design reserves the right to remove any Client from its services at any time, without notice, for transmission of or linking to Inappropriate Material.
14. Disputes
14.1 If a dispute arises between the parties, both will use reasonable efforts to resolve it through good-faith discussion before taking any other step.
14.2 If a dispute cannot be settled through ordinary discussion within 30 days of one party raising it in writing, either party may propose mediation in writing. The other party agrees to engage with the mediation process in good faith.
14.3 If the parties cannot agree on a mediator within 14 days of mediation being proposed, either may apply to LawBite to appoint a mediator under the LawBite Mediation Procedure.
14.4 Mediation discussions are confidential and without prejudice to either party’s rights in any later proceedings.
14.5 If mediation does not resolve the dispute within 60 days of the mediator’s appointment, or if either party withdraws from mediation, either may pursue the matter through the courts.
15. Notices
Any notice under these Terms or any project agreement may be sent by email or by pre-paid first-class post to the address most recently notified by the receiving party. Notices sent by email are deemed received on the day sent (or the next working day if sent outside normal business hours). Notices sent by post are deemed received three working days after posting.
16. General
16.1 These Terms cannot be assigned by the Client to anyone else without Baltic Design’s prior written agreement. Baltic Design may assign its rights or obligations to any successor or affiliate.
16.2 If any part of these Terms is found unlawful or unenforceable, that part falls away and the rest stays in place.
16.3 Headings are for convenience only and don’t affect the interpretation of these Terms.
16.4 No oral statement, explanation, or assurance changes the meaning of these Terms or any project agreement. All variations must be in writing.
16.5 The Client is treated as having accepted these Terms by giving Baltic Design instructions to commence or continue Services, by paying any invoice, or by continuing to receive any recurring Service.
16.6 Baltic Design’s Services are provided to businesses, sole traders, partnerships, and organisations. By engaging Baltic Design, the Client confirms it is acting in the course of business and not as a consumer.
16.7 Baltic Design may update these Terms from time to time. The version published at balticdesign.uk on the date a project agreement or recurring billing period begins is the version that applies to it.
17. Governing law
These Terms are governed by the law of England and Wales. Subject to clause 14 (disputes), the courts of England and Wales have exclusive jurisdiction over any dispute or claim arising out of or in connection with these Terms or any project agreement.
