How these terms work
These terms set out the standard basis on which Nine Stones — a trading style of Copy House Consulting Limited, a company registered in England and Wales and part of the Cohaesus Group — provides services to its clients. When these terms say "we", "us", or "our", that's who we mean. "You" means the client we're working with.
They apply to any engagement where a signed Statement of Work refers to them. The Statement of Work is the commercial detail of a piece of work — the scope, the deliverables, the timings and the fees — and it's signed by both of us. These Terms of Business sit behind it, setting the framework that applies across every engagement: how work is commissioned, who owns what, what happens if things go wrong, and the other matters that govern our working relationship.
Where anything in a Statement of Work conflicts with anything here, the Statement of Work wins for that engagement — unless these terms expressly say otherwise. Each Statement of Work forms part of this agreement rather than a separate contract.
These terms are occasionally updated, and each version stays available.
The version that applies to any engagement is the one referenced in its Statement of Work. We keep earlier versions on record, so the terms governing any past or current engagement remain accessible. If you have any questions — before signing a Statement of Work or during an active engagement — email us at hello@ninestones.co.uk.
Commissioning work
Work starts with a Statement of Work, agreed between us before anything begins.
If you ask for work or give instructions verbally, we'll confirm them to you in writing. That confirmation is taken as accepted unless you tell us otherwise, in writing, within 48 hours. Where preparing a proposal involves a material amount of strategic or creative work — a pitch, creative concepts, a detailed plan — we may charge for our time at our usual rates, and we'll always tell you before we do.
Once a Statement of Work is agreed, it isn't changed except through the process in Changes to scope.
What we'll do
We provide the services set out in your Statement of Work, with reasonable skill and care.
We'll start on the date agreed and work to any dates in the Statement of Work — but those dates are estimates, not deadlines set in stone, and time isn't of the essence. Some of the work may be carried out by people in our wider group or by trusted sub-contractors, freelancers or production partners; either way, the work remains our responsibility, as if we'd done it ourselves.
What we need from you
Good work depends on a few things from your side. We ask that you:
- Work with us on everything relating to the services, and give us reasonable access to your people, premises and systems where the work calls for it.
- Give us what we need, on time. Copy, logos, images, data, brand assets and any other materials — accurate and complete, and in good time for the work to start.
- Review and approve promptly. Look over proofs, concepts, copy and plans, and give us clear, consolidated feedback and a written yes or no within the timescales in the Statement of Work, or otherwise within a reasonable period.
- Clear the rights. Hold the necessary licences, consents and releases for anything you supply — talent, models, music, imagery — and comply with the law that lets us do the work.
If our work is held up by a delay on your side — late materials, late approvals — we're allowed a matching extension of time, and we may charge for any extra time or costs that delay reasonably causes.
Third-party products & media
Some work involves things we buy in — stock images, fonts, music, plug-ins, hosting, platforms, printers, photographers and the like.
These come on the relevant supplier's own terms, and you're responsible for meeting those terms and paying for them. We don't warrant their quality, compatibility or fitness for purpose. Unless you pay a supplier direct, we'll bill these to you in line with Fees & payment, and we may add a reasonable handling fee, told to you in advance. Where the work includes paid media, you fund the media spend — and we may ask for it up front or paid straight to the platform.
Changes to scope
Either of us can propose a change to the scope or how the work is done. Nothing changes until we both agree it in writing.
Where a change you ask for means extra work — preparing it, agreeing it, building it, or buying in anything new — we may charge for our time at our usual rates, and we'll flag that before we start.
Fees & payment
The fees, and how they're charged, are set out in your Statement of Work — fixed fee, retainer, or time-based.
Unless your Statement of Work says otherwise:
- Retainers are payable monthly in advance.
- Projects are invoiced 34% when the Statement of Work is approved, 33% when the key concepts or visuals are approved, and the final 33% on completion.
- Expenses, bought-in products and media spend are invoiced as incurred, and we may ask for payment in advance of anything significant.
Invoices are due within 30 days, and payment is of the essence. If an invoice goes unpaid past its due date, we may charge interest at 4% a year above the Bank of England base rate (and claim under the Late Payment of Commercial Debts (Interest) Act 1998), and we may pause part or all of the work until you're up to date. Our fees are exclusive of VAT, and are paid in full without set-off or deduction. Each delivery is treated as a separate matter and is payable in full, even if something else is in dispute. On termination, anything outstanding becomes due straight away.
Approvals & revisions
We treat creative development and software engineering as distinct disciplines, with different processes for review and finalisation:
- Creative work. Each piece of creative work includes two rounds of consolidated amendments as standard. Creative work is a little subjective by nature, so reasonable refinements are built in — but a difference of taste alone isn't a reason to reject finished work or hold back payment.
- Software work. Due to the technical nature of development, we cannot include iterative rounds of amendments for software work as standard. Software deliverables are built strictly to agreed user acceptance specifications. Any alterations, feature changes, or adjustments outside the initial specification will be scoped separately and charged at our usual development rates.
For all types of work, further rounds or changes that go beyond what we originally agreed are charged at our usual rates, and we'll flag that before doing the work. When you approve something in writing (an email from the right person is fine), that's our green light to proceed, and it becomes the version we're all signing off. Once you've approved something, we're not liable for errors or omissions in the approved material — so it's worth checking carefully. We can't guarantee that colour, print or on-screen reproduction will exactly match a proof.
Who owns the work
The short version: your materials stay yours, the finished work becomes yours once it's paid for, and the tools we bring stay ours.
Your materials. Everything you give us to work with stays yours. You grant us a licence to use it for the duration of the engagement, so we can actually do the work (and showcase it, as set out below).
The deliverables. Once you've paid in full for a deliverable, we assign you the intellectual property in the final, approved version we made specifically for you.
What stays ours. Anything we bring to the table that pre-dates or sits outside your project — our tools, templates, frameworks, methods, know-how and software, plus any concepts, routes or pitch materials you didn't choose. Where any of that is built into your final deliverables, you get a perpetual, worldwide, royalty-free licence to use it as part of those deliverables, for the purposes the work was made for. Source, working and native files (layered design files, editable masters and the like) aren't automatically included, and can be licensed or handed over for an agreed fee.
We warrant that, as far as we know, using the work as intended won't infringe anyone else's rights, and we'll cover you if it does — except where a problem comes from your own materials, your instructions, changes made by someone other than us, or use beyond what the work was made for. You give us the same protection in respect of the materials you supply.
Showing our work
We're proud of what we make, and we like to show it.
With reasonable notice and your reasonable approval, we may feature the work — including your brand — in our portfolio, case studies, credentials, awards entries, website and social channels, and add a discreet credit (for example, "Built by Nine Stones") in a suitable place. We won't use it to promote work for your competitors, and we won't publish confidential commercial details — fees, media spend, unreleased campaigns — without your written consent. On white-label work, this only applies to the extent your Statement of Work agrees.
Data protection
We both comply with the data protection laws that apply to us.
Where the work involves us handling personal data on your behalf — running email campaigns, CRM work, managing audiences on ad platforms — we'll put the right processing terms in place, either as a separate data processing agreement or within the Statement of Work. How we handle personal data on our own website is covered in our Privacy Policy.
Confidentiality
What's shared in confidence stays in confidence.
Neither of us discloses the other's confidential information — about the business, its customers or its suppliers — except to the people who need it to do the work (who are held to the same standard), or where the law requires it. And neither of us uses it for anything other than the work itself.
Compliance with laws & codes
Keeping the work on the right side of the rules is a shared job.
Between us, we make sure deliverables meet the relevant laws and industry codes — consumer, advertising, data protection, e-commerce, the CAP and BCAP codes, platform policies — in the places they're meant to be used. You're responsible for the disclaimers, warnings, age-gating and clearances a lawyer would advise for your campaign, and for substantiating any claims. We'll flag anything we think looks non-compliant, but final clearance rests with you.
What we can & can't promise
We take real care over our work. But it's worth being clear about where responsibility sits, and where it stops.
Fixing bugs and errors. If a genuine bug shows up in software we delivered within 30 days of delivery (or of the completion notice, whichever is later), we'll fix it within a reasonable time at no extra cost. The same 30-day window applies to material errors in non-software deliverables that you didn't already approve. After that window, we'll still put things right, but at our usual rates. Bugs found on a live (production) environment are handled through any support contract in place; if there isn't one, they're chargeable. If you report a bug that turns out not to be one, we may charge for the time spent looking into it.
What we don't guarantee. We can't promise the work will be uninterrupted, error-free or free of vulnerabilities, or that it will meet every piece of accessibility, e-commerce, data protection or advertising law that may apply. And we can't guarantee results — a number of sales, leads, conversions, rankings or any other return on investment. Any figures or forecasts we share are estimates, not promises.
Limits on liability. Neither of us limits liability for things the law won't let us limit — including death or personal injury caused by negligence, or fraud — or for deliberate default, and nothing here limits your obligation to pay. Beyond that, we don't accept liability for loss of profit, sales, business, contracts, anticipated savings, data, goodwill, or any indirect or consequential loss. Our total liability for anything else is capped at the lower of £100,000 or 125% of the charges under the Statement of Work the liability arose under.
Each other's people
While we're working together, and for 12 months afterwards, neither of us will try to poach the other's people — employees, directors, freelancers or sub-contractors who've been closely involved in the work — without written consent. Responding to a general job advert that wasn't aimed at someone in particular doesn't count.
Ending the agreement
Either of us can bring things to a close, on notice, and with some protections in the meantime.
Either party can end this agreement in writing — once there are no live Statements of Work, with immediate effect; while there are, it ends as those complete, though a retainer can be ended on at least 30 days' written notice. Either of us can also terminate straight away for a serious problem: an unremedied material breach (with 14 days to fix it where it's fixable), or insolvency. We can end things if an invoice stays unpaid more than 7 days after a written reminder, or if control of your business changes hands.
When the agreement ends, anything outstanding becomes payable, we return any of your materials we haven't used, and any licences over work that hasn't been paid for fall away. The parts of these terms meant to outlast the relationship carry on.
Things outside our control
Neither of us is in breach for a delay or failure caused by events beyond our reasonable control — among them fire, flood, war, terrorism, civil disorder, industrial action, pandemic, or the failure of utilities, telecoms or ad platforms. The affected party gets a reasonable extension; if the disruption runs past four weeks, the other party can end the affected Statement of Work on 14 days' notice.
The fine print
The standard legal machinery that keeps the agreement working as intended:
- Transferring the agreement. You can't assign or sub-contract your rights and obligations without our agreement; we may, on written notice to you.
- Physical goods. Where deliverables include physical items — print, signage, merchandise — they stay ours until paid for in full, though risk passes to you on delivery. Check them on arrival and tell us of any defect within 10 business days.
- Our status. We act as principal, not as your agent, and contract with suppliers on that basis where practicable.
- Variations and waivers. Changes to this agreement are only effective in writing and signed by both of us. Not enforcing a right straight away doesn't waive it.
- Severance. If any part of these terms turns out to be unenforceable, it's treated as removed and the rest stands.
- Entire agreement. This agreement, including each Statement of Work, is the whole of what's agreed between us, and replaces anything said or written beforehand.
- Third parties. Other than members of our own group, no one outside this agreement can enforce its terms.
- Notices. Formal notices are given in writing — by hand, pre-paid post, or email (to us at hello@ninestones.co.uk, and to you at the address in your Statement of Work).
- No partnership. Nothing here creates a partnership or joint venture, or lets one of us commit the other.
Governing law
This agreement, and any dispute or claim arising out of it (including non-contractual ones), is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
How to contact us
One inbox, a real person, and a reply inside a working day.