Terms and Conditions
Desilenced Design
Version: 1.0 Last updated: 16 June 2026
These Terms and Conditions apply to the website and services provided by Desilenced Design.
By using this website, submitting an enquiry, commissioning a project, approving a proposal, paying an invoice, or otherwise working with Desilenced Design, you agree to these Terms and Conditions, unless a separate written agreement states otherwise.
These Terms should be read alongside our Privacy Policy, our AI Usage Policy, and any proposal, quote, invoice, statement of work, project brief, usage licence, contract or written agreement issued by Desilenced Design.
1. Who we are
Desilenced Design is an AI-native creative studio based in England, United Kingdom, providing cinematic advertising, brand films, music videos, AI-generated content, AI avatars, UGC-style content, campaign visuals, editing, creative direction, visual development and related production services.
Trading name: Desilenced Design Website:desilenced.designEmail:hello@desilenced.design
Desilenced Design is in the process of being incorporated as a private limited company in England and Wales. Until incorporation is complete, the studio operates under the name Desilenced Design and these Terms apply to the studio and the person operating it. On incorporation, the registered company details will be inserted below and these Terms will apply to that company for projects entered into from the date of incorporation.
Registered company name:[to be inserted on incorporation]Registered in England and Wales, company number:[to be inserted on incorporation]Registered office:[to be inserted on incorporation]
In these Terms, "Desilenced Design," "we," "us" and "our" refer to Desilenced Design. "You," "client" and "customer" refer to the person, business, artist, brand, agency, company or organisation using our website, submitting an enquiry or commissioning our services.
2. Scope of these Terms
These Terms cover use of our website, project enquiries, proposals and quotes, booking and payment terms, delivery of creative services, AI-assisted production, client responsibilities, revisions and approvals, intellectual property and usage rights, portfolio use, cancellation and refunds, liability, and disputes and governing law.
If a separate written contract is agreed between you and Desilenced Design, that contract takes priority where it conflicts with these Terms, as set out in clause 3.
3. Order of precedence
Where there is any conflict or inconsistency between the documents that make up the agreement between us, the following order of priority applies, highest first:
a signed project contract or statement of work;
the accepted proposal or quote for the project;
these Terms and Conditions;
our AI Usage Policy;
our Privacy Policy.
A document higher in this list prevails over a lower one to the extent of the conflict, unless we have expressly agreed otherwise in writing.
4. Website use
You may use this website for lawful personal or business purposes, including viewing our portfolio, reading about our services, contacting us and submitting project enquiries.
You must not:
misuse, attack, scrape, copy or interfere with the website;
attempt to gain unauthorised access to the website, server or connected systems;
upload malicious code, spam or unlawful material;
copy or republish website content without permission;
use the website in a way that infringes our rights or third-party rights;
use our portfolio, images, videos, copy, design, layout or brand materials as your own.
We may update, suspend, restrict or remove the website or any part of it at any time.
5. Website content and portfolio
All website content, including text, images, video, layouts, visual treatments, case studies, portfolio work, brand assets, graphics and design elements, belongs to Desilenced Design or is used by us under permission, licence, client agreement or applicable rights.
You must not copy, reproduce, distribute, edit, sell, licence, publish, scrape, train AI models on, commercially exploit or claim ownership of our website content or portfolio work without our written permission. Viewing work on this website does not grant you any licence to use it.
6. Website information is not professional advice
The content on this website is provided for general information, marketing and portfolio purposes only. Nothing on this website should be treated as legal, financial, medical, regulatory, advertising-compliance, tax, investment or professional advice.
You are responsible for obtaining appropriate professional advice before relying on any content for legal, commercial, regulated or high-risk decisions.
7. Services
Desilenced Design provides creative production services that may include AI video production, AI advertising and commercials, brand films, music videos, visual development, creative direction, AI-generated stills, AI avatars and synthetic presenters, UGC-style content, social media content systems, campaign visuals, product and brand visualisation, image and video editing, storyboarding and keyframes, production direction, launch assets and supporting visuals, and other agreed creative services.
The exact services, deliverables, scope, timelines, fees and usage rights will be set out in the relevant proposal, quote, invoice, project brief, statement of work or written agreement.
8. Enquiries, proposals and quotes
Submitting an enquiry does not create a contract.
After reviewing your enquiry, we may provide a proposal, quote, scope of work or project recommendation. A proposal or quote is valid for the period stated on it. If no period is stated, it is valid for 14 days from the date of issue.
A project is not booked until the scope has been agreed, the required deposit has been paid, any required client materials have been provided or scheduled, any required written approval has been given, and we have confirmed acceptance of the project.
We reserve the right to refuse any project at our discretion, including where we consider the project unlawful, unethical, misleading, unclear in ownership, reputationally risky, technically unsuitable, outside our capability, or inconsistent with our AI Usage Policy.
9. Project scope
The agreed project scope controls what is included. It may set out deliverables, formats, duration, aspect ratios, number of concepts, number of videos or stills, platforms, project stages, deadlines, revision rounds, usage rights, client responsibilities, exclusions, and fees and payment terms.
Only the items expressly included in the written proposal, quote, brief or project agreement are included. Unless expressly agreed in writing, the following are not included: additional concepts, new scripts, new campaign directions, new characters or avatars, new product versions, extra aspect ratios, additional cutdowns, extra stills or exports, new voiceovers, music licensing, legal review, advertising-compliance review, platform submission or approval, paid media management, influencer management, posting or publishing content, source files or editable project files, raw AI generations, rejected concepts, prompt libraries, production workflows, strategy documents beyond the agreed scope, and revisions outside the agreed direction.
Any work outside the agreed scope may be quoted and charged separately.
10. Booking and payment
Unless otherwise agreed in writing, all projects are booked on a 50% deposit and 50% final balance basis.
The deposit is required before work begins and secures the agreed production time, creative development and project schedule. The remaining 50% balance is due when the project is completed and before release of final deliverables.
Desilenced Design may provide preview files, draft edits, concept visuals or review versions during the project. These may be watermarked, lower-resolution, compressed, timecoded or otherwise protected. Final files, unwatermarked assets, high-resolution exports, editable or source files where expressly agreed, and any usage rights or licence to use the work are released only after full payment has been received in cleared funds.
Until full payment has been received, the client must not publish, use, distribute, edit, reproduce, advertise with, upload, sell, licence, transfer or otherwise exploit any draft, preview or final-looking work supplied by Desilenced Design, unless expressly agreed in writing.
11. Fees, taxes and currency
Unless stated otherwise in the proposal or invoice:
fees are quoted exclusive of VAT and any other applicable taxes, duties or levies, which will be added where they apply and shown on the invoice;
fees are quoted and payable in pounds sterling (GBP);
where the client pays in or from another currency, the client is responsible for any currency conversion and for any bank, card, transfer or payment-processor fees, so that we receive the full invoiced amount in cleared funds;
the client is responsible for any withholding or similar tax required in its own jurisdiction. Where such a deduction is required by law, the client will pay any additional amount needed so that we receive the full invoiced sum, unless a reduced or zero rate is available and the client provides the documentation needed to apply it.
12. Invoices and late payment
Invoices must be paid by the due date stated on the invoice. If an invoice is not paid by the due date, Desilenced Design may pause work, withhold delivery, suspend access to files, suspend or withhold usage rights, remove or restrict access to project materials, charge interest and recovery costs where permitted by law, require payment in full before further work continues, and cancel or reschedule the project.
For business clients, late-payment interest and recovery costs may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, unless a different lawful rate is agreed in writing.
Client delay in paying invoices may affect project timelines and delivery dates. Desilenced Design is not responsible for delay caused by late payment.
13. Third-party costs
Some projects may require third-party costs, including AI platform credits, stock assets, music licences, voice tools, editing tools, fonts, plugins, specialist software, subcontractors, cloud storage, paid research assets, production resources, platform-specific exports or rush-delivery support.
Third-party costs are not included unless expressly stated, and we may require these costs to be paid upfront. Where third-party tools, assets or licences are used, the client may be subject to the relevant third-party terms, restrictions and licence conditions.
14. Client responsibilities
The client is responsible for providing clear, accurate and complete project information; providing materials on time; providing feedback within agreed timeframes; making decisions and approvals promptly; ensuring supplied materials are lawful to use; ensuring claims and factual statements are accurate; obtaining all necessary permissions, licences, releases and consents; reviewing work carefully before approval; ensuring final use complies with applicable laws, rules and platform policies; and ensuring payment is made on time.
Client delay may affect delivery dates, project availability and cost. If the client does not provide required materials, feedback, access or approvals within a reasonable time, we may pause the project, revise timelines, charge additional fees, or treat the project as cancelled or inactive.
15. Client-supplied materials
The client confirms that they have the right to provide and use all materials supplied to Desilenced Design. This includes logos, brand assets, photographs, video footage, music, lyrics, scripts, voice recordings, product images, customer testimonials, model images, founder images, employee images, artist identities, influencer references, third-party creative references, location images, campaign claims, business information, confidential information, personal data and any other project materials.
The client confirms that supplied materials do not infringe copyright, trade marks, image rights, privacy rights, publicity rights, confidentiality obligations, employment obligations, contractual restrictions, advertising rules, platform policies or any other third-party rights.
The client agrees to indemnify Desilenced Design against losses, claims, damages, costs, expenses and legal fees arising from materials, claims, instructions or approvals supplied by the client.
16. Real people, likeness and voice
If a project involves the image, voice, name, likeness, identity, performance, personal story, testimonial or other identifiable feature of a real person, the client confirms that they have obtained all necessary permissions, releases, licences or lawful authority for the agreed use, in every territory where the content will be used.
This applies to founders, employees, artists, actors, models, influencers, customers, clients, public figures, private individuals, children or minors, voice recordings, AI voice references, digital doubles, avatar references and testimonial-style content.
Desilenced Design may refuse or pause work where consent, ownership, authorisation or usage rights are unclear. We do not knowingly create non-consensual deepfakes, impersonations, false endorsements or misleading synthetic representations of real people.
17. AI-assisted production
Desilenced Design is an AI-native creative studio. We may use AI tools and related creative software as part of our production workflow, including for concept development, scripts and creative direction, image generation, video generation, animation, AI avatars, visual references, storyboarding, editing support, upscaling, captioning, compositing, campaign asset development, social content systems and other agreed creative production tasks.
AI-assisted production can involve artefacts, distortions, inconsistencies, regeneration, identity drift, moderation restrictions, tool downtime, changes in model behaviour, changes in platform rules and variable output quality. We use reasonable skill and care to manage these limitations, but the client acknowledges that AI-native production is not identical to traditional filming, photography, 3D production or live-action production.
How we approach AI use, disclosure and transparency, including obligations that may apply under the EU AI Act and under advertising rules, is set out in our AI Usage Policy. Where disclosure of AI use is required for the client's published content, the client is responsible for applying it.
18. Prohibited and restricted work
Desilenced Design will not knowingly create or support content intended to impersonate a real person without permission; create non-consensual sexual or intimate content; deceive viewers about a real person's participation; fabricate testimonials, reviews or endorsements; make false health, medical, legal or financial claims; create fake evidence or fraudulent documents; defame, harass, exploit or threaten any person; infringe intellectual property rights; unlawfully use protected characters, brands or celebrity likenesses; spread harmful misinformation; bypass platform rules or legal restrictions; promote illegal activity; target vulnerable groups unfairly; or damage someone's reputation through false or manipulated media.
We reserve the right to refuse, pause, revise or terminate work that we consider unsafe, unlawful, unethical, misleading, reputationally risky or inconsistent with our policies.
19. Revisions
The number of revision rounds included will be stated in the proposal, quote or project agreement. If no number is stated, up to two reasonable revision rounds are included.
A revision means a reasonable amendment to the agreed direction, such as minor changes to pacing, wording, edit choices, frame selection, formatting, colour direction, sequence order, asset selection or similar refinements.
A revision does not include a new concept, a new brief, a new script, a new campaign direction, replacing core client materials, changing the approved style, changing the approved character or avatar system, reworking approved work from scratch, creating new deliverables, adding new aspect ratios, changing the project objective, requesting work outside the agreed scope, or changes required because the client supplied incorrect information.
Work outside the included revision rounds or agreed direction may be charged separately. Revision requests must be clear, consolidated and provided in writing. Conflicting, unclear or piecemeal feedback may delay delivery and may incur additional charges.
20. Client approvals
Written approvals may be given by email, message, form submission, shared document, project management tool, signed document or any other written communication accepted by Desilenced Design.
Approval of a concept, script, direction, storyboard, keyframe, visual style, edit, proof, draft or deliverable confirms that the client accepts that stage and authorises us to proceed. If the client later changes their mind about approved work, additional fees and revised timelines may apply.
Final approval confirms that the client has reviewed the work and accepts it as complete, subject only to any corrections expressly agreed in writing.
21. Timelines and delivery
Project timelines are estimates unless expressly agreed as fixed deadlines in writing. Delivery timelines depend on payment being made on time, client materials being supplied on time, feedback being provided on time, approvals being given promptly, third-party tools being available, project complexity, scope changes, revision requests, technical constraints and force majeure events.
Desilenced Design is not responsible for delay caused by client inaction, late payment, late materials, unclear feedback, third-party platforms, tool downtime, platform restrictions, changes to project scope or events outside our reasonable control. Rush work may be accepted at our discretion and may incur additional fees.
22. Delivery format
Final deliverables will be supplied in the formats agreed in writing. Unless otherwise agreed, we may choose suitable delivery formats based on the intended platform or use case.
Delivery may be made by download link, cloud folder, email, file-transfer service, shared drive, platform upload or another agreed method. The client is responsible for downloading, storing and backing up final files after delivery. We are not required to store project files indefinitely.
23. Storage and archiving
Desilenced Design may keep project files, drafts, exports and working files for a reasonable period after project completion, but we do not guarantee permanent storage. We may delete, archive or restrict access to files after delivery.
If the client requires long-term file storage, backup, re-exporting, asset management or access to old project files, this must be agreed separately and may be chargeable.
24. Source files and working files
Source files, editable files, prompts, production workflows, raw AI generations, rejected outputs, project files, layered files, prompt libraries, workflow systems, internal notes and behind-the-scenes process materials are not included unless expressly agreed in writing.
Unless otherwise agreed, the client receives the final agreed deliverables only. If source files or editable files are agreed, additional fees, licence restrictions or technical limitations may apply.
25. Intellectual property and ownership
A project may involve several types of intellectual property, including client-owned materials, Desilenced Design's creative work, AI-assisted outputs, third-party assets, licensed materials, software-generated elements, and Desilenced Design's internal workflows and production systems.
The client retains ownership of materials they owned before providing them to Desilenced Design.
Desilenced Design retains ownership of its pre-existing materials, creative methods, workflows, prompts, systems, know-how, templates, internal processes, unused concepts, rejected outputs, source files and working files, and of its own characters, avatars, personas and in-house creative properties.
On full payment of all fees due for a project in cleared funds, Desilenced Design assigns to the client the rights it holds in the final bespoke deliverables created specifically for that project, so that the client may use them for the agreed purposes. This assignment takes effect on receipt of full payment and includes a commitment by each party to do anything reasonably necessary to give effect to it. Until full payment is received, all rights remain with Desilenced Design, and no rights are granted in any draft, preview, unpaid, rejected or unused work unless expressly agreed in writing.
AI-assisted outputs may attract limited, uncertain or no copyright or other intellectual-property protection in some jurisdictions. For example, the US Copyright Office does not register works that lack sufficient human authorship, and the position in the UK and other countries continues to develop. Desilenced Design assigns only such rights as it actually holds in a given output and does not warrant that any specific deliverable is protectable, registrable or capable of exclusive ownership. The terms of the AI tools and platforms used may also affect the rights available in an output.
26. Usage rights and what is retained
The assignment in clause 25 gives the client ownership of the final deliverables created for the project and the right to use, reproduce, adapt, publish and distribute them for any lawful purpose connected with the client's business, brand, artist project or campaign, in any territory.
The assignment covers the final deliverables only. It does not transfer, and the client receives no rights in:
Desilenced Design's pre-existing materials, methods, workflows, prompts, systems, templates, components or know-how;
Desilenced Design's own characters, avatars, personas and in-house creative properties; or
any third-party or licensed materials within the deliverables, which remain subject to their own licence terms.
The client must not extract, isolate, resell or separately license Desilenced Design's underlying systems, templates, prompts or reusable components from within a deliverable.
Where a deliverable includes third-party assets, such as stock, music, fonts or tool-generated elements, the client's use remains subject to the relevant third-party licence. The client is responsible for obtaining any additional licence required for a particular use, for example paid advertising, broadcast, out-of-home or merchandise use, where the third-party licence requires it.
The client must not use the deliverables in a way that is unlawful, misleading, defamatory or reputationally harmful, or in a way that misrepresents Desilenced Design's involvement.
27. No usage before full payment
No usage rights are granted until full payment has been received in cleared funds.
Until full payment is received, the client must not publish, post, advertise with, sell, licence, distribute, edit, upload, display publicly or commercially exploit any work supplied by Desilenced Design, including work that appears final but has not yet been fully paid for.
If the client uses unpaid work without permission, Desilenced Design may invoice additional usage fees, require removal, suspend delivery, pursue payment and seek other remedies available by law.
28. Third-party assets, tools and licences
Projects may include or be affected by third-party tools, platforms, software, assets or licences, including AI generation tools, editing software, stock libraries, music platforms, font providers, voice tools, cloud tools, video hosting tools, asset marketplaces, social platforms and advertising platforms.
The client acknowledges that third-party tools may have their own terms, restrictions, licence conditions, moderation rules, service limits, availability, output behaviour and technical constraints. Desilenced Design is not responsible for third-party platform decisions, outages, restrictions, licence changes, moderation decisions, account issues, algorithm changes or rejection of content by advertising, social media or publishing platforms.
29. Advertising claims and regulated sectors
The client is responsible for ensuring that all claims used in the project are accurate, substantiated and legally compliant in every market where the content is published. This includes claims relating to health, beauty, aesthetics, medical treatment, finance, investment, legal services, SaaS performance, cybersecurity, education, coaching, supplements, results, earnings, before-and-after comparisons, testimonials, product performance, safety, pricing and guarantees.
Desilenced Design may request evidence, clarification or revised wording before producing or delivering content containing claims. We do not provide legal, medical, regulatory, advertising-compliance or financial advice unless expressly agreed in writing.
30. Platform approval and performance
Desilenced Design does not guarantee that content will be approved by any advertising platform, social media platform, broadcaster, distributor, label, marketplace, regulator or third-party publisher.
We also do not guarantee views, followers, sales, leads, conversions, ad performance, audience growth, media coverage, search rankings, engagement, platform approval or campaign profitability. Any strategy, creative recommendation or performance estimate is provided as creative and commercial guidance, not as a guarantee.
31. Confidentiality
Each party may receive confidential information from the other, which may include project briefs, unreleased campaigns, brand strategy, scripts, product information, pricing, business plans, creative concepts, technical details, client assets, private communications, trade secrets and commercial information.
Both parties agree to take reasonable steps to protect confidential information and not to disclose it except where necessary to perform the project, comply with law, work with approved service providers, or as otherwise agreed in writing. Confidentiality does not apply to information that is already public, independently developed, lawfully received from another source, or required to be disclosed by law. If the project is subject to a non-disclosure agreement, that agreement applies in addition to these Terms.
32. Data protection
Where personal data is processed as part of a project, each party agrees to comply with applicable data protection laws, including UK GDPR and, where relevant, the EU GDPR and applicable US state privacy laws.
Where the client supplies personal data for a project, such as images, voices, likenesses, names or testimonials of identifiable people, the client is generally the controller of that data and Desilenced Design acts as a processor handling it on the client's instructions for the purpose of delivering the project. A separate data processing agreement may apply where required. The client is responsible for ensuring that any personal data supplied to Desilenced Design is provided lawfully and with any required notices, permissions, consents or other lawful basis.
How we handle enquiry and contact data submitted through this website is set out in our Privacy Policy. Further detail on data handling in our production workflow is set out in our AI Usage Policy.
33. Portfolio and case study use
Unless otherwise agreed in writing, Desilenced Design may display final project work, selected stills, clips, screenshots, process breakdowns, anonymised project notes and case studies in our portfolio, website, proposals, social media, presentations and marketing materials.
We will not knowingly disclose confidential commercial information where confidentiality has been agreed. If a project is confidential, unreleased, white-label, restricted, under a non-disclosure agreement or otherwise not suitable for public display, this must be agreed in writing before the project begins. Private or white-label work may be subject to different fees.
34. Credits and attribution
Unless otherwise agreed, Desilenced Design may identify itself as the creator, creative studio, AI video production studio or production partner for the project.
The client must not falsely claim that Desilenced Design had no involvement where credit is required by agreement, nor misrepresent the nature of our involvement. Where public credit is agreed, the form of credit should be confirmed in writing.
35. Cancellation by the client
This clause applies to business clients. If you are a consumer, clause 38 also applies and takes precedence to the extent of any conflict.
If the client cancels before work has started, Desilenced Design may retain a reasonable amount to cover administration, reserved time, planning, consultation, third-party costs and any work already carried out.
If the client cancels after work has started, Desilenced Design may retain all or part of the deposit and any further payments to cover work already carried out, reserved time, third-party costs, committed production resources, administrative time and other reasonable losses. If the value of work completed and costs incurred exceeds the amount already paid, Desilenced Design may invoice the client for the difference.
Any refund or partial refund will be assessed fairly, taking into account the stage of the project, work completed, time reserved, costs incurred and applicable legal rights.
36. Cancellation by Desilenced Design
We may cancel, pause or terminate a project if the client fails to pay on time; fails to provide required materials, feedback or approvals; changes the scope substantially; provides unlawful, infringing or misleading materials; if the project becomes unsafe, unethical or legally risky; if the client behaves abusively or unprofessionally; if continuing the project would breach our policies or legal obligations; if third-party tools or circumstances make delivery impractical; or if an event outside our reasonable control prevents completion.
If we cancel a project, we will assess fairly what fees are due based on work completed, costs incurred, reserved time, payments made and the reason for cancellation.
37. Inactive projects and client delay
If the client fails to respond, provide materials, give approvals or otherwise progress the project for more than 14 days, we may treat the project as paused. If the client remains inactive for more than 30 days, we may treat the project as cancelled or require a restart fee to resume work.
Restarting a paused or inactive project may depend on our availability and may require revised timelines, updated costs or a new scope.
38. Consumers and cancellation rights
Most of our clients are businesses, meaning companies, brands, agencies, recording studios, or individuals acting for purposes connected with their trade, business or profession. Some clients are individuals acting wholly or mainly outside their trade, business or profession, who are consumers in law. If you are a consumer, you have additional rights that these Terms do not remove or limit, and this clause applies to you.
Right to cancel. Because our services are usually agreed at a distance, by website, email or message, as a consumer you generally have the right to cancel within 14 days of entering into the contract, without giving a reason.
Starting work during the cancellation period. Production usually needs to begin quickly. If you want us to start work before the 14-day cancellation period ends, we will ask you to expressly request this. By making that request, you acknowledge that if we fully perform the services within the 14 days you will lose the right to cancel once the services are fully performed; and that if you cancel after work has begun but before it is fully performed, you must pay for the work carried out up to the point you tell us you are cancelling, as a fair proportion of the total fee.
How to cancel. To exercise the right to cancel, tell us clearly in writing at hello@desilenced.design before the cancellation period ends. A model cancellation form is available on request.
Refunds on cancellation. Where you are entitled to a refund, we will refund any amount due within 14 days of being informed of your cancellation, using the same payment method, less any amount properly chargeable for services already provided at your request.
Your statutory rights. As a consumer you have rights under the Consumer Rights Act 2015, including that services are provided with reasonable skill and care. Nothing in these Terms affects rights that cannot be excluded by law.
Business clients. If you are contracting as a business, the provisions in this clause do not apply, and you confirm that you are entering into the contract for purposes connected with your trade, business or profession.
39. Refunds
Refunds are not automatic and will be assessed fairly based on whether work has started, the amount of work completed, project stage, reserved production time, third-party costs, administrative time, materials prepared, approvals given, whether the client cancelled or delayed, whether the work was custom-made, and applicable consumer rights.
Where final deliverables have been approved, delivered or used, refunds will generally not be available unless required by law. Where you are a consumer, your statutory rights and the cancellation rights in clause 38 apply and take precedence over this clause.
40. Quality standard
Desilenced Design will provide services with reasonable skill and care. We aim to produce professional, commercially usable, visually consistent creative work aligned with the agreed scope and direction.
However, creative work is subjective. A client not liking a direction after approving it, changing preference, changing strategy, changing stakeholders, changing brand direction or deciding not to use delivered work does not automatically mean the work is defective or refundable.
41. Changes to scope, brief or direction
If the client changes the project brief, objective, platform, deliverables, brand direction, supplied materials, target audience, visual style, script, product, character, avatar, music, usage requirement or deadline after work has started, additional fees and revised timelines may apply.
Desilenced Design is not required to absorb the cost of changes that arise from client decisions, missing information, incorrect materials, late feedback or changed preferences.
42. Subcontractors and collaborators
Desilenced Design may use subcontractors, collaborators, freelancers, editors, designers, consultants, AI tools, software providers or production partners where reasonably necessary to deliver the project. We remain responsible for the services provided to the client, subject to these Terms. Where a specific collaborator is required, this should be agreed in writing.
43. Non-solicitation
The client must not knowingly solicit, hire or engage Desilenced Design's subcontractors, collaborators or production partners directly in relation to the same or similar project without our written consent, for a period of 12 months after the relevant project, unless the relationship existed independently before the project.
44. Limitation of liability
Nothing in these Terms limits or excludes liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot legally be excluded. If you are a consumer, nothing in these Terms affects your statutory rights.
Subject to that, Desilenced Design will not be liable for indirect or consequential losses, loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, loss caused by client materials, loss caused by client instructions, loss caused by client misuse, platform rejection, ad account issues, algorithm changes, third-party tool failure, unauthorised use by third parties, client failure to obtain rights or permissions, or client failure to comply with laws or platform rules.
To the maximum extent permitted by law, Desilenced Design's total liability for a project is limited to the amount paid by the client to Desilenced Design for that specific project.
45. Indemnity
The client agrees to indemnify Desilenced Design against claims, losses, damages, liabilities, costs and expenses arising from client-supplied materials; infringement of third-party rights; unauthorised use of likeness, voice or personal data; false or misleading claims supplied by the client; breach of advertising rules; breach of platform rules; unlawful use of final deliverables; use outside the agreed rights; failure to obtain required permissions; or breach of these Terms by the client.
This clause does not apply to a consumer except to the extent of loss caused by that consumer's own breach, unlawful act or provision of infringing or unlawful materials.
46. Force majeure
Desilenced Design will not be liable for delay or failure to perform caused by events outside our reasonable control. This may include illness, accidents, fire, flood, extreme weather, power outage, internet outage, cyber incident, platform downtime, software failure, AI tool outage, payment-provider disruption, strikes, war, terrorism, civil unrest, government action, legal restrictions, pandemic, supply-chain disruption or any other event outside our reasonable control.
If a force majeure event occurs, we will take reasonable steps to resume performance when possible.
47. Entire agreement
The agreement between us, made up of the documents listed in clause 3, is the entire agreement between the parties for the project and replaces any earlier discussions, representations, proposals, statements or understandings, whether written or spoken.
Each party agrees that it has not relied on any statement or representation that is not set out in that agreement. This clause does not limit or exclude liability for fraud or fraudulent misrepresentation, and does not affect the statutory rights of a consumer.
48. Third-party rights
A person who is not a party to the agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This does not affect any right or remedy that exists independently of that Act.
49. Complaints
If you are unhappy with any aspect of the services, please contact us promptly at hello@desilenced.design, including your name, the project name, any invoice or proposal reference, a clear description of the issue, relevant screenshots, files or examples, and the outcome you are seeking. We will review complaints reasonably and aim to respond within a reasonable time.
50. Disputes
Both parties agree to try to resolve disputes through good-faith discussion before starting formal legal proceedings. Where appropriate, the parties may agree to mediation or another alternative dispute-resolution process. Nothing in this clause prevents either party from seeking urgent legal remedies where necessary, or affects a consumer's right to use any available statutory dispute-resolution scheme.
51. Notices
Notices under these Terms should be given in writing. Notices to us should be sent to hello@desilenced.design. Notices to the client will be sent to the email address the client has provided. Email notices are treated as received on the next working day after sending, unless the sender is aware that the notice did not reach the recipient.
52. Changes to these Terms
We may update these Terms from time to time. The version published on our website applies to website use from the date of publication. For paid projects, the Terms in force at the time the project is booked apply, unless otherwise agreed in writing.
53. Severability
If any part of these Terms is found to be invalid, unlawful or unenforceable, the rest of the Terms will remain in effect. The invalid or unenforceable part will be treated as modified to the minimum extent necessary to make it valid, lawful and enforceable, where possible.
54. No waiver
If either party does not enforce a right immediately, this does not mean that right is waived. A waiver must be given in writing to be effective.
55. Assignment of these Terms
The client may not transfer, assign or subcontract their rights or obligations under these Terms without our written consent. Desilenced Design may transfer or assign its rights and obligations where reasonably necessary as part of business operations, restructuring, sale, subcontracting or legal compliance, provided this does not materially reduce the client's rights.
56. Governing law and jurisdiction
These Terms are governed by the law of England and Wales. The courts of England and Wales have jurisdiction, except that, if you are a consumer, you may have the right to bring proceedings in the courts of the part of the UK or the country in which you live, and you benefit from any mandatory consumer protections of that place that cannot be excluded by agreement.
57. Contact
For questions about these Terms and Conditions, contact: