Last updated: 25 August 2026
These Terms of Engagement set out the general terms on which TPG Design Limited provides services to its business clients.
They are intended for business-to-business engagements.
When you ask us to carry out work, we will normally confirm the scope, deliverables, fees and any specific arrangements in writing, usually by email, proposal, quotation, statement of work or similar document.
That document, together with these Terms of Engagement and any other terms expressly incorporated into it, forms the agreement between you and TPG Design Limited.
If there is any conflict between these Terms and a specific written proposal or statement of work, the specific written terms will take priority for that particular engagement.
1. About us
TPG Design Limited is a company registered in England and Wales.
Company number: 04403861
Registered office: 58 Kings Farm Avenue, Richmond, Surrey, TW10 5AB
References in these Terms to TPG, we, us or our mean TPG Design Limited.
References to you, your or the Client mean the person, company or organisation engaging us.
2. Our services
TPG provides digital services which may include:
- website strategy, design and development;
- WordPress and other website development;
- website maintenance and technical support;
- search engine optimisation;
- local SEO;
- AI search, GEO and AEO optimisation;
- website and digital audits;
- content planning, research, writing and editing;
- social media content and digital marketing support;
- analytics, reporting and performance reviews;
- digital strategy and consultancy;
- hosting, domain and third-party service administration; and
- other related services agreed with you.
The precise services included in any engagement will be those agreed in writing.
Unless expressly agreed otherwise, an engagement relates only to the work specifically described. Additional work may be quoted or charged separately.
3. Working together
Our aim is to understand your business properly and take responsibility for progressing the agreed work without creating unnecessary work for you.
You authorise us to take reasonable steps that we consider appropriate to deliver the agreed services, subject to the scope, budget and instructions agreed with you.
We may make reasonable day-to-day decisions about design, implementation, content structure, technical configuration and similar matters without seeking approval for every individual action.
We will refer back to you where a decision materially affects the agreed scope, cost, timing or strategic direction.
You remain responsible for providing any information, decisions, approvals, access, credentials or other assistance reasonably required from you.
4. Scope and changes
A proposal, estimate or agreed brief is based on our understanding of the requirement at the time it is prepared.
Digital projects naturally evolve. You may ask us to change, expand or add to the original requirement.
Where a requested change is minor, we may simply carry it out and charge for the additional time where appropriate.
Where a change is likely to have a material impact on cost, timing or deliverables, we will normally discuss this with you before proceeding.
Fixed-price or capped-fee arrangements cover only the work reasonably contemplated when that fee was agreed.
Additional work, additional revisions, changed requirements or work arising from information that was unavailable when the original scope was agreed may be charged separately.
5. Timetable and client delays
We will make reasonable efforts to meet any timetable agreed with you.
Unless expressly stated otherwise in writing, project dates and launch dates are estimates rather than guaranteed deadlines.
Progress may depend upon factors outside our control, including:
- timely instructions and approvals from you;
- provision of content, photographs or other materials;
- access to websites, hosting, domains or third-party accounts;
- responses from third-party suppliers;
- availability or performance of third-party software and services; and
- changes to the agreed requirement.
We are not responsible for delays caused by matters outside our reasonable control.
Where a project is delayed because information, approval or other input is outstanding from you, we may reschedule the remaining work around our other commitments.
Significant delays may require the timetable and, where appropriate, the cost of the project to be reviewed.
6. Communication and approvals
We will normally communicate with you by email, telephone, video call, messaging services or other mutually convenient methods.
Email and ordinary messaging services are not necessarily encrypted end-to-end or immune from interception. You accept the normal risks associated with using these methods unless you specifically ask us to use an alternative arrangement.
You are responsible for ensuring that instructions and approvals given by people within your organisation are properly authorised.
Where you approve copy, designs, website pages, functionality or other deliverables, we are entitled to rely on that approval.
If several people are involved on your side, we may ask you to nominate one person who has authority to provide consolidated instructions and approvals.
7. Client responsibilities
You are responsible for:
- providing accurate and complete information about your business;
- checking factual claims, prices, services, qualifications and other information relating to your business;
- supplying information or materials you have agreed to provide;
- reviewing work and providing feedback within reasonable timescales;
- ensuring that content you provide may lawfully be used;
- ensuring you hold appropriate rights or licences for photographs, logos, text, video, fonts or other materials you provide;
- obtaining any regulatory, professional or legal approvals required for your business or content; and
- keeping passwords and account credentials reasonably secure.
Unless specifically included in our scope, TPG does not provide legal, regulatory, tax, financial or compliance advice.
Where a website requires specialist legal wording, regulatory disclosures, privacy information, accessibility compliance, employment information, financial promotions or similar material, you remain responsible for obtaining appropriate professional advice where required.
8. Content created by TPG
Where content creation forms part of our work, we may research, draft, edit, structure and optimise material using information supplied by you together with appropriate external sources and tools.
We will make reasonable efforts to produce accurate, appropriate content.
However, you know your business and regulatory environment better than we do. You are therefore responsible for reviewing and approving factual, commercial, technical, legal and regulatory statements before publication.
Publication or approval by you will normally constitute acceptance of the content.
9. Use of artificial intelligence
TPG may use artificial intelligence and AI-assisted software as part of its normal working methods.
This may include using AI tools to assist with:
- research;
- ideation;
- content planning;
- drafting and editing;
- search and competitor analysis;
- coding and development;
- image or creative development;
- data analysis;
- SEO and AI-search optimisation;
- summarisation; and
- workflow automation.
AI is used as a tool to support our work. TPG remains responsible for the professional judgement, review and delivery of the work we provide to you.
AI-generated or AI-assisted outputs can contain errors, omissions or inaccuracies. Appropriate human review remains part of our process.
We will take reasonable care when handling confidential information and personal data and will not knowingly place sensitive Client information into unrestricted public AI systems where doing so would be inappropriate.
Where a particular project involves sensitive, regulated or confidential information, we may agree additional restrictions on the use of AI tools.
We do not guarantee that any content will be identified by third-party systems as human-generated, AI-generated or otherwise.
10. Search engines, SEO and AI visibility
SEO, local search and AI-search optimisation involve third-party systems that TPG does not control.
Google, Bing, ChatGPT, Gemini, Claude, Perplexity and other search engines, AI systems and platforms may change their algorithms, policies, indexing methods and presentation of results at any time.
We will use reasonable professional skill and care in carrying out agreed optimisation work.
We cannot guarantee:
- a particular search ranking;
- a number-one Google position;
- inclusion in Google Maps or local packs;
- a particular level of website traffic;
- enquiries, leads or sales;
- inclusion or citation in AI-generated answers;
- continued rankings once achieved; or
- any particular commercial outcome.
Any forecasts, targets or projections are therefore objectives rather than guarantees.
11. Social media and third-party platforms
Where our services involve social media, Google Business Profile, advertising platforms, analytics tools, email platforms or other third-party services, those services remain subject to their own terms, policies and technical availability.
TPG is not responsible for:
- platform outages;
- account suspensions or restrictions not caused by our breach of duty;
- algorithm changes;
- loss of reach or engagement;
- changes in platform functionality;
- closure or modification of third-party services; or
- actions taken directly by the platform provider.
We will provide reasonable assistance where an issue relates to services we manage for you, but we cannot control the decisions of third-party platforms.
12. Third-party software, plugins and services
Modern websites rely on third-party products and services.
These may include:
- WordPress;
- themes and plugins;
- hosting providers;
- domain registrars;
- analytics platforms;
- email systems;
- APIs;
- fonts;
- stock photography;
- security software;
- payment or form services;
- AI tools; and
- other external systems.
We may recommend or configure third-party products in good faith.
Unless expressly stated otherwise, those products are supplied by the relevant third party and are subject to that third party’s terms, licensing, pricing, security and availability.
TPG cannot guarantee that third-party products will remain available, compatible, secure, supported or unchanged indefinitely.
Changes made by third-party providers after delivery may require additional work, which may be chargeable.
13. Hosting and domain names
Where we arrange or administer hosting, domains or related services on your behalf, the precise arrangement will depend on the provider concerned.
Unless we expressly agree otherwise:
- third-party hosting and domain charges are separate from our professional fees;
- renewal charges remain payable for as long as you want the service to continue;
- you are responsible for ensuring invoices or renewal requests sent directly to you are paid on time; and
- TPG is not responsible for loss of a domain or service caused by your failure to pay a third-party provider.
Where practical, important business assets such as domain names should ultimately be registered to or held for the benefit of the Client.
14. Website security, maintenance and backups
No website, hosting system or online service can be guaranteed to be completely secure or continuously available.
Unless ongoing maintenance or support has been specifically agreed, our responsibility for a website does not include indefinite monitoring, updating, backup, malware removal, plugin maintenance or security management after completion.
Where we provide an ongoing maintenance or support service, we will take reasonable steps within the agreed scope to maintain the website.
We cannot guarantee that a website will never be hacked, compromised, suffer data loss or experience downtime.
You should maintain appropriate business continuity procedures and backups for information critical to your organisation.
15. Browser, device and software compatibility
We will take reasonable steps to ensure websites operate appropriately on current mainstream browsers and devices at the time of development.
We cannot guarantee compatibility with:
- obsolete browsers or devices;
- unusual browser configurations;
- unsupported software;
- future browser versions;
- future operating systems; or
- third-party software released or materially changed after delivery.
Work required because of subsequent technological changes may be treated as new work.
16. Accessibility
Where accessibility work is specifically included in our scope, we will use reasonable efforts to implement the agreed accessibility requirements.
Unless expressly agreed in writing, we do not warrant or certify that a website achieves any particular statutory or technical accessibility standard.
Responsibility for determining whether your organisation is subject to specific accessibility obligations remains with you.
17. Fees
We may work on:
- a fixed-fee basis;
- an agreed project fee;
- a capped-fee basis;
- an hourly or day-rate basis;
- a monthly retainer;
- an ongoing support arrangement; or
- another fee structure agreed with you.
The applicable basis will normally be confirmed in writing.
Where no alternative arrangement has been agreed, work will be charged according to the time reasonably spent on it at our then-current rates.
Chargeable time may include work such as:
- meetings and calls;
- research;
- strategy and planning;
- design and development;
- content work;
- SEO work;
- testing;
- project administration;
- correspondence;
- reporting;
- troubleshooting;
- documentation;
- travel where agreed; and
- other work reasonably required to fulfil your instructions.
We may record chargeable work in minimum time units where this has been agreed with you.
18. Estimates
Unless expressly described as a fixed quotation, an estimate is provided to help you budget and is not a guarantee of the final cost.
Actual time may differ because of:
- changed requirements;
- additional revisions;
- unexpected technical issues;
- third-party problems;
- incomplete information;
- additional meetings or correspondence;
- Client delays; or
- matters that could not reasonably have been anticipated when the estimate was prepared.
Where practical, we will let you know if it becomes apparent that an estimate is likely to be materially exceeded.
19. Fee limits and budgets
You may ask us to agree a maximum budget for a piece of work.
Where a budget limit is agreed, we will not intentionally exceed it without further authority from you.
If the agreed budget is likely to be insufficient to complete the work, we will normally discuss the position with you before carrying out additional work.
A budget limit does not reduce your liability for work properly carried out up to that limit.
20. Changes to our rates
Our hourly, daily, retainer and support rates may be reviewed periodically.
We will give existing ongoing clients reasonable notice of material changes.
If you do not wish to continue at a revised rate, you may terminate the ongoing engagement in accordance with these Terms.
Changes to rates will not retrospectively affect work already carried out.
21. Expenses and third-party costs
Our professional fees do not normally include third-party costs unless expressly stated.
These may include:
- hosting;
- domain names;
- plugins and software licences;
- stock images;
- fonts;
- advertising spend;
- specialist subcontractors;
- paid research services;
- printing;
- travel; and
- other external expenses reasonably required for the work.
We will normally obtain your approval before incurring any material third-party cost that has not already been agreed.
22. VAT
All fees and other amounts are stated exclusive of VAT unless expressly stated otherwise.
VAT will be added at the applicable rate where required.
23. Invoicing
Unless another arrangement is agreed, we may invoice:
- monthly for work completed;
- at agreed project milestones;
- in advance;
- on completion;
- through a combination of these arrangements; or
- according to a retainer or support schedule.
Fixed-price projects may require an initial payment before work starts.
Ongoing retainers may be invoiced in advance.
24. Payment
Unless otherwise agreed in writing, invoices are payable within 7 days of the invoice date.
If you believe an invoice is incorrect, please raise the issue promptly so that we can review it with you.
Undisputed amounts remain payable by the due date.
For business-to-business engagements, we reserve the right to exercise any rights available to us under the Late Payment of Commercial Debts (Interest) Act 1998, including statutory interest and permitted debt-recovery charges.
We may suspend work or services where invoices are materially overdue.
Suspension does not remove your obligation to pay charges properly incurred.
25. Retainers and ongoing services
Where you engage us on a monthly or recurring basis, the specific services, expected allocation of time and fee will be agreed separately.
Unless expressly agreed otherwise:
- retainers reserve an agreed level of TPG availability rather than guaranteeing completion of an unlimited amount of work;
- additional work outside the agreed scope may be charged separately;
- unused time does not automatically roll forward from one month to another;
- priorities may be adjusted by agreement during the engagement; and
- either party may terminate an ongoing arrangement by giving the notice period stated in the relevant proposal or, if none is stated, reasonable written notice.
26. Paused or abandoned projects
If a project is paused, cancelled or does not proceed to completion for reasons outside our control, you remain responsible for:
- work completed up to that point;
- work already committed;
- approved third-party costs; and
- VAT where applicable.
If a dormant project is restarted after a significant delay, we may review the original scope, timetable and fees before resuming work.
27. Intellectual property
Unless otherwise agreed, each party retains ownership of intellectual property it owned before the engagement.
You retain ownership of materials supplied by you.
Subject to full payment of all invoices relating to the work, TPG will assign or license to you, as appropriate, the rights in final bespoke deliverables created specifically for you to the extent that we own those rights.
This does not transfer ownership of:
- third-party software;
- plugins;
- themes;
- fonts;
- stock assets;
- open-source software;
- third-party templates;
- proprietary tools;
- reusable code libraries;
- TPG processes, methods, frameworks or know-how; or
- pre-existing intellectual property.
Those elements remain subject to their existing ownership and licence arrangements.
TPG may reuse general skills, knowledge, methods, ideas, techniques, non-confidential code and experience gained while carrying out the work.
28. Client materials and intellectual property
You warrant that you have the right to provide and authorise us to use any material you give us.
This may include:
- photographs;
- video;
- logos;
- trademarks;
- copy;
- customer reviews;
- data;
- documents; and
- other intellectual property.
You are responsible for claims arising from materials you supplied where we used them in accordance with your instructions and could not reasonably have known that their use infringed another person’s rights.
29. Portfolio and promotion
Unless confidentiality, regulation or another agreement prevents us from doing so, we may identify publicly available work completed by TPG as an example of our experience.
Where appropriate, this may include a link, screenshot or brief description of the completed work.
We will not knowingly disclose confidential Client information as part of this activity.
If you require an engagement to remain completely confidential, please tell us and we will agree the position with you.
30. Confidentiality
Each party will take reasonable care to protect confidential information received from the other.
We may disclose confidential information where:
- required by law;
- required by a regulator or court;
- necessary to professional advisers who owe appropriate confidentiality duties;
- necessary to approved subcontractors or suppliers for the delivery of the services; or
- authorised by the other party.
Confidentiality obligations continue after the engagement ends.
31. Data protection
Each party will comply with applicable UK data protection law in relation to personal data for which it is responsible.
Depending upon the services being provided, TPG may act as:
- an independent controller;
- a processor acting on your documented instructions; or
- in different capacities for different processing activities.
Where TPG processes personal data on your behalf as a processor and applicable law requires additional contractual provisions, the parties will put an appropriate Data Processing Addendum or equivalent arrangement in place.
You remain responsible for determining the lawful basis on which your organisation collects and uses personal data unless expressly agreed otherwise.
32. Subcontractors and specialist support
TPG may occasionally use trusted freelancers, consultants, specialist developers or other suppliers to assist with particular parts of an engagement.
TPG remains responsible for managing work that we have contracted to provide to you.
Where a third party contracts directly with you, that third party is responsible for its own services.
Where personal data is involved, any use of sub-processors will be handled in accordance with applicable data protection requirements.
33. Recommendations and independent suppliers
We may recommend third-party suppliers, software or services where we believe they may be useful.
Recommendations are made in good faith.
Unless we expressly contract to provide the third-party service ourselves, we are not responsible for the acts, omissions, financial stability, performance or service quality of the independent supplier.
You should satisfy yourself that any independent supplier is suitable before entering into a contract with them.
34. Acceptance and warranty period
You should review deliverables promptly and notify us of material errors or defects.
For website development work, unless another warranty arrangement is agreed, we will correct genuine development defects reported to us within 30 days of final acceptance or launch without an additional professional fee where the defect results from our implementation of the agreed specification.
This does not include:
- new functionality;
- changed requirements;
- design changes;
- additional content;
- problems caused by third-party updates;
- changes made by you or another supplier;
- hosting or server failures outside our control;
- malware or malicious activity not caused by our breach of duty; or
- issues arising from changes to browsers, operating systems or external services.
Work falling outside the warranty may be treated as additional support work.
35. Suspension and termination
You may terminate an engagement by giving reasonable written notice, subject to any specific notice period agreed for the relevant service.
We may suspend or terminate an engagement where there is good reason, including where:
- invoices remain unpaid;
- you materially breach the agreement;
- you fail to provide reasonable instructions or cooperation;
- continuing the work would create legal, regulatory, security or reputational concerns;
- the working relationship has broken down to the extent that effective delivery is no longer reasonably possible; or
- circumstances arise which make continued performance impractical.
Where reasonably possible, we will give notice before terminating an engagement.
All fees, expenses and VAT properly incurred up to termination remain payable.
36. Handover on termination
Subject to payment of all amounts properly due, we will provide reasonable cooperation in handing over relevant Client-owned materials and agreed deliverables.
Additional work required to prepare archives, migrate systems, transfer websites, export data, liaise with a replacement supplier or provide extended handover assistance may be chargeable.
Third-party licences or services cannot necessarily be transferred and may need to be purchased separately by you.
37. Limitation of liability
Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to that:
TPG will not be liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill or loss arising from matters outside our reasonable control.
TPG will not be liable for loss caused by inaccurate information supplied by you, instructions given by you, Client delays, unauthorised third-party changes, or failure of software, platforms or suppliers outside our reasonable control.
Our aggregate liability arising out of or in connection with an engagement, whether in contract, tort including negligence, breach of statutory duty or otherwise, will not exceed the total professional fees paid or payable to TPG for the services giving rise to the claim during the 12 months immediately preceding the event giving rise to the claim, unless another liability limit has been expressly agreed in writing.
You should maintain appropriate insurance and business continuity arrangements for risks relevant to your own business.
38. No guarantee of business results
Digital work can improve the foundations on which business performance depends, but commercial results are affected by many factors outside TPG’s control.
Unless expressly agreed otherwise, we do not guarantee:
- sales;
- enquiries;
- leads;
- conversion rates;
- search positions;
- audience growth;
- social engagement;
- website traffic;
- AI citations;
- return on investment; or
- other specific commercial results.
This does not reduce our obligation to perform the agreed services with reasonable skill and care.
39. Non-solicitation
Where TPG introduces or uses a contractor or specialist to perform work for you as part of our engagement, you agree not knowingly to engage that person directly for substantially the same work for the purpose of avoiding TPG’s involvement during the engagement and for six months afterwards, without first discussing the arrangement with us.
This clause does not prevent normal recruitment activity that is not specifically targeted at someone introduced through TPG.
40. Force majeure
Neither party will be liable for delay or failure to perform its obligations where that delay or failure results from circumstances beyond its reasonable control.
This may include severe technical outages, failure of essential third-party infrastructure, natural disasters, fire, flood, epidemic, pandemic, war, terrorism, civil disturbance, government action, industrial disputes or major telecommunications failures.
The affected party will make reasonable efforts to minimise disruption.
41. Entire agreement
These Terms, together with the proposal, quotation, statement of work, email confirmation or other documents expressly incorporated into the engagement, form the agreement between us concerning the relevant services.
They replace earlier versions of TPG’s general Terms of Engagement unless expressly agreed otherwise.
Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.
42. Changes to these Terms
We may update these Terms from time to time.
Updated Terms will normally apply to new work and new engagements from the date stated on them.
For material changes affecting an existing ongoing engagement, we will give reasonable notice.
43. Third-party rights
Unless expressly stated otherwise, a person who is not a party to the agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
44. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in force.
Where possible, the invalid provision will be treated as modified only to the extent necessary to make it valid and enforceable.
45. No waiver
If either party does not immediately enforce a right under these Terms, that does not mean the right has been waived.
46. Governing law and jurisdiction
These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, including non-contractual disputes or claims, are governed by the law of England and Wales.
The courts of England and Wales will have exclusive jurisdiction to settle any such dispute or claim.
47. Questions or concerns
If you have any concern about our services, fees or an engagement, please raise it with us as soon as possible.
Most issues are much easier to resolve through a straightforward conversation before they become formal disputes.
TPG Design Limited
58 Kings Farm Avenue
Richmond
Surrey
TW10 5AB
Registered in England and Wales
Company number 04403861
Last updated: 25 August 2026
