A clear framework for working together.

These Terms of Business apply when Velra Agency Limited, company number 16446246, registered in England and Wales (“Velra”, “we”, “us”) supplies services to a business client (“Client”, “you”).

Registered office: 60 Tottenham Court Road, Suite 6114a, Fitzrovia, London W1T 2EW. Studio: Castledine House Business Centre, 5 Heanor Road, Ilkeston, Derbyshire DE7 8DY.

These terms are intended for business clients acting wholly or mainly for purposes relating to their trade, business, craft or profession. Please tell us before accepting a proposal if you are acting as a consumer.

An agreement is formed when you accept a Velra proposal, statement of work or quotation (“Proposal”) in writing, pay a stated initial invoice, or instruct us to begin—whichever happens first.

The agreement consists of: (1) the Proposal; (2) any signed data-processing or other project-specific schedule; and (3) these terms. If they conflict, that order of precedence applies. A purchase order is administrative only and does not override the agreement unless Velra expressly accepts the change in writing.

Quotations are valid for the period stated in the Proposal, or 30 days if no period is stated.

The Proposal defines the deliverables, assumptions, exclusions, timetable, review stages and included support. Anything not stated is outside scope.

Either party may propose a change. Velra will explain any material effect on fees, timing or deliverables, and will not be required to begin the changed work until both parties approve it in writing. Small clarifications that do not materially change scope may be managed within the project.

Velra may use suitably qualified employees, contractors and specialist collaborators while remaining responsible for the services it has agreed to provide.

You will provide accurate information, content, access, decisions, approvals and feedback reasonably needed for the project, and identify an authorised decision-maker. You warrant that materials and instructions you provide may lawfully be used for the project and do not infringe another person’s rights.

Delays in dependencies or approvals may move the timetable and create additional cost. If a project is inactive because we are waiting for you for more than 30 days, we may reschedule the work, invoice completed work and committed costs, and agree a restart date and reasonable restart fee.

Fees, payment stages, deposits or advance payments are set out in the Proposal. Unless expressly stated otherwise, fees exclude VAT and third-party expenses. VAT will be added where legally applicable.

Invoices are payable within 14 days unless the Proposal states otherwise. We may pause work or withhold deliverables while an undisputed invoice is overdue, after giving reasonable notice.

For qualifying late commercial payments, we may claim statutory interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998, or another rate expressly agreed in the Proposal. You must raise a genuine invoice dispute promptly and pay any undisputed amount when due.

Approved third-party costs and non-cancellable commitments are payable by you. We will seek approval before incurring a material expense not already included in the Proposal.

The Proposal states the concepts, revision rounds and review process included. A revision refines an agreed direction; a new direction, changed brief or additional deliverable is a scope change.

You will provide consolidated feedback within the agreed review period. A deliverable is accepted when you approve it in writing, use or publish it, or do not identify a material failure to meet the agreed specification within 10 working days of delivery. Acceptance does not remove any express warranty in the Proposal.

We will correct a reproducible material defect reported within 30 days after launch or final delivery where the defect results from our failure to meet the agreed specification. This does not cover later alterations, misuse, third-party changes or services outside our control.

Each party retains ownership of material it owned before the project. You retain ownership of Client materials.

Once all amounts for the relevant deliverables are paid, Velra assigns or licenses the agreed final deliverables to you as specified in the Proposal. If the Proposal is silent, you receive an exclusive, worldwide, perpetual licence to use the final bespoke creative deliverables for your business purposes.

Velra retains ownership of working files, rejected concepts, methods, know-how, templates, design systems of general application, reusable software components and tools unless expressly transferred in the Proposal. We grant the rights reasonably necessary to use the final deliverables.

Third-party materials—including fonts, stock assets, software, plugins, platforms and open-source components—remain subject to their own licences. We will identify material ongoing licences known to us. You are responsible for renewals transferred into your account after handover.

Third-party platforms, hosting, domains, advertising networks, email services and plugins are governed by their providers’ terms and availability. Velra is not responsible for an outage, policy change, suspension or security event outside its reasonable control, but will provide agreed assistance in responding.

Unless the Proposal includes ongoing management, responsibility for renewals, credentials, backups, updates and monitoring passes to you on handover. We will not knowingly register a Client domain or core service in a way that prevents reasonable transfer.

Each party will protect the other’s confidential information, use it only for the agreement and disclose it only to people who need it and are subject to suitable duties. This does not cover information that is public without breach, already lawfully known, independently developed or required to be disclosed by law.

Each party will comply with applicable data-protection law. Where Velra processes personal data solely on your documented instructions, the parties will put an appropriate data-processing schedule in place where required. Our handling of website enquiries is described in the Privacy Notice.

After public launch, Velra may identify you as a client and display non-confidential final work for portfolio, award and promotional purposes. Tell us in writing before work begins if an embargo, confidentiality restriction or different credit arrangement is required. We will not publish confidential performance figures or testimonials without appropriate approval.

Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately if the other becomes insolvent or cannot lawfully continue the agreement.

You may terminate for convenience on written notice. You must pay for work performed up to termination, approved expenses, non-cancellable commitments and any cancellation charge expressly stated in the Proposal. Advance payments are credited against those amounts; any genuine balance is returned.

Velra may suspend or terminate on reasonable written notice where invoices remain overdue, required cooperation is persistently withheld, or continuing would be unlawful or create a serious professional or reputational risk.

On termination, provisions intended to continue—including payment, confidentiality, intellectual property, liability and governing law—remain effective.

Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title, or anything else that law does not permit to be excluded.

Subject to that sentence, neither party is liable for indirect or consequential loss. Velra is not liable for loss of profit, revenue, anticipated savings, goodwill or business opportunity, except to the extent such loss is an unavoidable direct result that could reasonably have been contemplated when the agreement was made.

Subject to the exclusions above, Velra’s aggregate liability arising from a project will not exceed the total fees paid or payable to Velra under the relevant Proposal during the 12 months preceding the event giving rise to the claim. This allocation reflects the fees charged and does not affect any liability that cannot lawfully be limited.

You remain responsible for business decisions, legal or regulatory review of your content and claims, and maintaining appropriate backups and insurance.

Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it promptly informs the other and takes reasonable steps to reduce the effect. Payment obligations for work already performed are not excused. If the event continues for more than 60 days, either party may terminate the affected services on written notice.

Changes to an existing agreement must be agreed in writing. Updated website terms apply to future agreements and do not retrospectively replace terms already agreed.

Neither party may assign the agreement without the other’s written consent, not to be unreasonably withheld, except as part of a genuine business reorganisation or sale. If one provision is unenforceable, the remainder continues. Delay in enforcing a right is not a waiver. No third party may enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.

Formal notices must be sent by email to the project contact or to hello@velra.co.uk, with important legal notices also sent to the registered office.

The agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.