These Terms & Conditions apply from the date Services are first commenced.

By commissioning Services, confirming booking dates, or sending files or instructions to WUGS Ltd, the Client confirms acceptance of these Terms & Conditions in full.

1.1 WUGS Ltd provides retouching, post-production, image manipulation, colour alterations, consultation, and related tasks (the “Services”).
1.2 Deliverables mean the final images, files, or outputs supplied to the Client.
1.3 WUGS Ltd is not responsible for the long-term storage or safekeeping of Deliverables once received by the Client. Files may be retained, archived, or deleted at WUGS Ltd’s discretion unless otherwise agreed in writing.

2.1 WUGS Ltd may, at its discretion, appoint a suitably skilled substitute to perform Services, at its own expense.
2.2 WUGS Ltd retains full autonomy over working methods, timing, tools, staff allocation, decision making, and location of Services.
2.3 WUGS Ltd will provide at WUGS Ltd’s own expense, any and all tools, equipment, supplies, workwear and any other items necessary to deliver the Services
2.4 Nothing in this Agreement shall create an employment, worker, or agency relationship.

3.1 The Client warrants it has the necessary rights, consents, and lawful basis to provide images and metadata.
3.2 The Client grants WUGS Ltd permission to view, process, alter, and manipulate all provided images and metadata, including those of recognisable people and products.
3.3 WUGS Ltd may use any software, AI, or third-party services it deems relevant to deliver the Services.
3.4 Files may be securely stored, archived indefinitely, deleted immediately, or repurposed for internal development, including anonymised datasets and AI training, at WUGS Ltd’s discretion. Identifiable files will not be used for AI training without Client consent.

Client materials will be treated as confidential and only disclosed where necessary to deliver the Services or where required by law.

5.1 Ownership of Deliverables passes to the Client upon full payment.
5.2 WUGS Ltd retains the right to use Deliverables in its portfolio, website, marketing, and case studies indefinitely, unless prohibited in writing before project commencement.
5.3 WUGS Ltd retains all background tools, methods, and intellectual property developed in the course of business.

6.1 Fees are as agreed in writing between the Parties.
6.2 Invoices are payable within 14 days unless otherwise agreed.
6.3 Interest payable on any late Payment is charged at a rate of 10% per week up to a maximum of 6 months before legal proceedings may begin or debt sold to a third party collector at the sole discretion of WUGS Ltd.
6.4 Work requested outside of normal business hours (Mon–Fri) may be charged at 1.5x the agreed rate.
6.5 Fees are subject to VAT. Quotes are excluding VAT unless otherwise stated.
6.6 WUGS Ltd will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment.
6.7 WUGS Ltd will be solely responsible for the payment of all remuneration and benefits due to the employees of WUGS Ltd.

7.1 The Parties acknowledge this is a non-exclusive arrangement. WUGS Ltd may work with other clients, including those introduced by the Client.
7.2 Nothing in this Agreement constitutes partnership, joint venture, agency, or employment.

8.1 WUGS Ltd will provide Services with reasonable skill and care.
8.2 WUGS Ltd’s liability is limited to the value of its active professional indemnity insurance at the time of claim.
8.3 The Client indemnifies WUGS Ltd against all claims, costs, and liabilities arising from:

• Use of assets supplied without proper rights;

• Use of Deliverables outside agreed scope;

• Any liability beyond WUGS Ltd’s insurance cover.

Either Party may terminate by written notice if the other materially breaches this Agreement and fails to remedy within 14 days. Fees remain payable for Services delivered up to termination.

WUGS Ltd shall not be liable for delays or failures caused by circumstances beyond its reasonable control.

These Terms are governed by the laws of England & Wales, with disputes subject to the exclusive jurisdiction of its courts.

If any clause is held unenforceable, the remainder shall remain valid and enforceable.