Last Updated: 10th April 2025

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Please read these Terms and Conditions (“Terms”) carefully before using Hatchly’s services. These Terms form a legal agreement between you (the Client, referred to as “you” or “Client”) and Hatchly Ltd (referred to as “Hatchly”, the “Company”, “we”, or “us”), a UK-based company providing subscription-based design services. By signing up for a Hatchly design subscription or using our design services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not subscribe to or use Hatchly’s services.

These Terms apply to clients in the UK, EU, US, or any other location. Certain clauses relating to legal rights and liabilities (such as governing law) are specific to the UK, as noted. No privacy or cookie terms are included here (those are addressed in our separate Privacy Policy).

1. Subscription Terms

1.1 Subscription Plans, Period and Renewal

Hatchly offers its design services on a subscription basis. When you purchase a subscription plan, you will gain access to our design services for a recurring subscription period (e.g. monthly, quarterly, half-yearly, or annually, depending on the plan you select). You will be billed in advance for each subscription period. At the end of each subscription period, your subscription will automatically renew for a successive period of the same length under the same terms (billing frequency, plan level, etc.) unless either party cancels or changes the subscription as described below. Hatchly reserves the right to refuse any subscription order at our discretion (for example, if a client is not a business customer or has a history of late payments).

• Minimum Commitment: Each subscription plan has a minimum commitment equal to its initial term. This means you agree to at least the first paid period of service (for example, three months for a quarterly plan, or one year for an annual plan). You cannot cancel a subscription mid-term; cancellation (termination) can only take effect at the end of a subscription period (see Section 1.3). By subscribing, you commit to paying for and receiving services for the minimum term of your plan.

1.2 Subscription Changes (Upgrades, Downgrades, and Pauses)

You may request changes to your subscription plan, including upgrading to a higher tier, downgrading to a lower tier, or pausing the service. All subscription changes require at least 30 days’ written notice to Hatchly:

• Upgrades: If you upgrade your plan (to a higher service tier or longer term), notify us in writing. The change in plan and pricing will take effect after the 30-day notice period (usually aligning with your next billing cycle after the notice period). Upgrading may involve additional fees, which will be charged starting from the effective date of the change. (In some cases, we may accommodate an immediate upgrade if you request it, but you will be charged a prorated fee for the remainder of the current period or otherwise as agreed in writing.)

• Downgrades: If you downgrade to a lower plan level, the downgrade will take effect only after the 30-day notice period has elapsed. You will continue to enjoy your current plan benefits until the change is effective. No credits or refunds will be given for downgrades — the lower price will apply after the notice period (usually from the next renewal date onward).

• Pausing Subscription: If you wish to temporarily pause your subscription (i.e. suspend services for a period), you must also give 30 days’ notice. We will continue to provide services (and you will be billed) during the notice period. At the end of your billing period, your subscription can be put on hold. During a pause, we will not bill you and no design services will be provided. When you are ready to resume, notify us and we will reactivate your subscription (fees will resume at your then-current plan rate). A subscription pause is intended for short-term breaks; if a pause exceeds a reasonable duration (e.g. several months), Hatchly may treat it as a termination at our discretion.

All change requests must be submitted in writing to Hatchly (email is acceptable, or as otherwise specified by us). Changes will not be applied retroactively. This means any subscription modifications will only apply going forward after the 30-day notice period and at the end of your billing period; you cannot receive a refund or credit for switching plans mid-way through a period that you already paid for.

1.3 Cancellation by Client

If you do not wish to renew your subscription, you may cancel it by providing Hatchly with at least 30 days’ written notice prior to your next renewal date. Cancellation requests should be sent via email to your Hatchly account manager or to the contact email provided in your order or our website. Once we receive your cancellation notice, the following terms apply:

• No Mid-Period Termination: Your subscription will remain active until the end of the current paid subscription period. You can continue to access and use the design service until that date. The cancellation will take effect at the end of your current billing cycle following the 30-day notice period. (For example, if your monthly subscription renews on the 1st of each month and you give notice on the 15th, you will be billed for and retain service through the next month, and termination will be effective at the end of that next month.)

• No Refunds for Prepaid Periods: Subscription fees are non-refundable. If you cancel, you will not receive any refund or credit for fees already paid for the ongoing subscription period (or any past periods). This includes cases where you cancel in the middle of a billing cycle or do not fully utilize the service. You will simply retain access until the period ends, and then not be charged further. (The only exception is if applicable law requires a refund in a specific circumstance).

• Minimum Term Commitment: If you attempt to cancel before fulfilling the minimum commitment of your subscription (see Section 1.1), you will still be responsible for any remaining fees for the initial term. For example, if you agreed to a three-month minimum term and wish to cancel after two months, you must still pay for the third month, and your cancellation will take effect after that third month.

• Confirmation of Cancellation: We will confirm in writing (email) the receipt of your cancellation notice and the effective cancellation date. If you do not receive confirmation within a reasonable time, please follow up to ensure we have received your notice.

1.4 Cancellation or Termination by Hatchly

Hatchly reserves the right to terminate or suspend your subscription in the following cases:

• For Breach or Non-Payment: If you violate any material term of this Agreement, or fail to pay fees when due (see Payment terms below), Hatchly may suspend the service and give you notice to remedy the breach. If you do not remedy the breach or pay the overdue amount within the stated time, Hatchly may terminate your subscription for cause. In such cases, you will not be entitled to any refund of fees already paid, and you will remain liable for any unpaid fees up to the date of termination. We also reserve the right to withhold deliverables or work product if payment is overdue or if we terminate for your breach, until such issues are resolved.

• For Convenience (with Notice): Hatchly may decide to discontinue providing services to you at our discretion (for example, if we cease offering the service generally or in your region, or if we determine we cannot reasonably meet your design needs). In such case, we will give you reasonable advance notice (at least 30 days when possible) that we intend to terminate your subscription at the end of your current billing period. If we terminate your subscription without cause (i.e. not due to your breach), and you have already pre-paid for a future period that you will not receive service for, we will refund any amounts corresponding to the unused period after the termination effective date.

• Immediate Suspension for Illegal or Objectionable Use: If at any time we discover that you are using our services for unlawful purposes or in a manner that, in Hatchly’s judgment, could harm Hatchly’s reputation or operations (for example, submitting graphic design requests that are defamatory, obscene, involve hate speech, or violate third-party rights or any laws), we reserve the right to immediately suspend your access. We will notify you of the issue and may terminate the agreement if the issue is not promptly resolved to our satisfaction. (Using Hatchly to produce materials that are harassing, fraudulent, infringing, or otherwise unlawful is strictly prohibited.)

If your subscription is terminated (by you or by us), Sections of these Terms that by their nature should survive termination (such as intellectual property rights granted, disclaimers of warranties, limitation of liability, indemnification obligations, and payment obligations for unpaid fees) will continue to apply even after the agreement ends.

2. Fees and Payment

2.1 Billing and Payment Authorization

By signing up for a Hatchly subscription, you agree to pay the subscription fees as set out in your order or plan selection. All fees are typically quoted and charged in GBP (£) for UK and international clients (or in another currency if specified in your order or invoice). Fees do not include any applicable taxes (such as VAT or sales tax). If any such taxes are required by law, they will be added to our charges and indicated on your invoice (for example, UK clients will be charged VAT at the applicable rate, unless a reverse charge or exemption applies). You are responsible for any taxes or duties associated with the purchase of our services, aside from taxes on our income.

Payment Method: You must provide us with accurate and complete billing information, which may include your full legal name or company name, billing address (including city, state/province, postal code, and country), a valid email address, and a valid payment method (e.g. credit card details or bank payment details for direct debit). By providing a payment method, you represent that you are authorized to use that payment method and you authorize Hatchly (or our third-party payment processor) to charge your payment method for the subscription fees on a recurring basis.

Recurring Charges: You agree that we may automatically charge the subscription fee to your provided payment method in advance of each billing period. For example, if you have a monthly plan, we will charge your card (or debit your account) on the first day of each month (or on the specific monthly anniversary of your subscription start date) for that month’s subscription. If you have an annual plan, we will charge the annual fee at the start of each year-long period, and so on. (If a billing date does not exist in a given month — e.g., 31st — the charge may occur on the last day of that month.) These recurring charges will continue until you properly cancel the subscription in accordance with Section 1.3.

No Set-Off or Withholding: All payments to Hatchly must be made in full, without any set-off, counterclaim, deduction, or withholding, except for any deduction or withholding of tax that is required by law. This means you cannot withhold payment or reduce the amount of a due fee because you are awaiting a credit, have a dispute, or claim any wrongdoing by Hatchly, etc. If you believe you are owed any adjustment or have any dispute, you must still pay the full invoiced amount and then pursue the matter separately with us.

2.2 Payment Failure and Late Payments

It is your responsibility to ensure that your payment information is up-to-date and that fees are paid on time. If automatic billing fails for any reason (for example, your credit card expires or a charge is declined by your bank), Hatchly will notify you of the failure. We may re-attempt the charge within a short period, or we will issue an electronic invoice to you for the amount due. You agree to promptly pay any invoice by the due date stated. Our standard payment terms for manual invoices are Net 30 days, meaning payment should be made within 30 calendar days from the invoice date, unless otherwise specified. In some cases (subject to prior agreement in writing), we may extend to Net 60 days for approved clients or enterprise accounts.

If an invoice remains unpaid beyond 30 days, Hatchly reserves the right to suspend your service (meaning we may put a hold on doing further design work or delivering files) until payment is made. If an invoice remains unpaid beyond 60 days, this will constitute a material breach of the Terms. We may then terminate your subscription for non-payment (as described in Section 1.4) and take steps to recover the owed amounts.

Late Fees/Interest: Any amount not paid by its due date may incur a late fee or interest. Specifically, Hatchly may charge interest on overdue amounts at the rate of 6% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment (or the maximum rate permitted by law, if lower). Alternatively, we may impose a one-time late payment fee and/or recover any costs of collection as allowed by law. These charges are to compensate us for the time value of money lost and administrative costs of chasing late payments. You agree to pay any such interest or fees on overdue amounts. We will also be entitled to recover any reasonable legal fees or collection agency costs incurred in recovering late payments.

2.3 No Refunds

All fees paid to Hatchly are non-refundable, except where required by law or expressly stated otherwise in these Terms. This no-refund policy applies to subscription fees as well as any one-time setup or template creation fees (if any) associated with our services. Once a payment for a given subscription period has been processed, you will not be refunded for that period if you decide to cancel or downgrade or if you do not fully utilize the service. Hatchly bases its capacity planning and resource allocation on subscriber commitments, so we appreciate your understanding that we cannot issue refunds for unused time. If you believe extraordinary circumstances justify a refund (for example, a serious failure on our part in delivering the service), you may contact us to discuss, but we make no guarantee of any refund.

2.4 Fee Changes

Hatchly may, in its sole discretion, change the pricing for our subscription plans or introduce new fees over time. For example, we may adjust our monthly/annual rates, or charge for new premium features. Any change in subscription fees will apply only at the start of a new subscription period. If we plan to increase the fee for your existing subscription, we will provide you with reasonable prior notice, generally at least 30 days in advance of the change taking effect. We will notify you either by email and/or by a prominent notice on our website or billing portal. This notice is intended to give you the opportunity to review the changes and, if you do not agree with the new fees, to cancel your subscription before the new rates apply.

If you do not cancel and continue to use the service into the next renewal period when the fee change takes effect, this will constitute your acceptance of the new pricing. Your payment method will be charged the updated subscription rate on your next billing date. All fee changes are implemented prospectively (no retroactive fee changes for a period you’ve already paid for).

(Note: We will not arbitrarily change fees in the middle of a pre-paid term. However, for month-to-month subscriptions, changes can apply from the next month onward; for annual subscriptions, from the next year, etc. Special promotions or discounts apply only for their specified term, and once expired, the standard rate will apply.)

2.5 Additional Costs

Hatchly’s subscription covers the labor and expertise of our design team and the deliverables we produce for you. Third-Party Costs: If fulfilling your request requires purchasing any third-party assets or incurring expenses (for example, licensing a stock photo, a premium font, or any specific software/plugin), we will inform you in advance. Such third-party costs are not included in your subscription fee and will be passed on to you. We can either ask you to provide the licensed asset or we will purchase it on your behalf with your approval and add the expense to your next invoice (or charge it separately at cost). We will only proceed with a third-party expense with your consent (except for nominal costs under a certain threshold, if you’ve given blanket pre-approval for expediency). You are responsible for these additional costs, and any assets purchased will be licensed in your name or transferred to you as appropriate.

3. Service Delivery and Turnaround

3.1 Scope of Service

Hatchly provides on-demand graphic design services via a subscription model. This means you will have access to a design team or designer(s) assigned to work on your creative projects, such as graphic designs, templates, illustrations, or other creative outputs as offered by Hatchly. Our service is designed for fast and iterative design work that fits within the subscription format. Typical use cases include social media graphics, marketing materials, slide deck designs and more.

While we strive to be flexible and accommodate a wide range of design requests, our service may not be suitable for extremely large-scale, highly technical, or specialized design projects. For instance, Hatchly might not be the right service for complex 3D modeling, extensive video production, or projects requiring very specialized industry-specific design compliance (unless explicitly agreed). We will use reasonable efforts to fulfill your requests but reserve the right to decline or recommend alternative solutions for requests that fall outside the typical scope of our subscription service. If a request is beyond our scope, we will let you know as soon as possible and discuss alternative approaches (such as a separate project agreement or adjusting the request).

3.2 Request Submission and Queue

To utilize the service, you will submit design requests to us through our designated channels. Typically, Hatchly will provide you with access to a project management portal or allow requests via an online form. We will inform you of the proper method to submit requests when you onboard. Each request should include sufficient details and specifications (e.g. a creative brief, desired output format, dimensions, text copy, brand guidelines, etc.) for our team to work efficiently. If you have multiple design needs, you may submit multiple requests; we will queue them and work on them one at a time (or in parallel, if your subscription tier allows for multiple active projects simultaneously).

Workflow: Generally, we operate on a one-at-a-time basis per designer/team allocated to your account. This means that once you submit a request, we will begin work on it and deliver a draft or completed design. If you have additional requests in the queue, our team will move to the next request once the current one is completed or awaiting your feedback. You can always prioritize your queue by communicating which task is most urgent. We encourage maintaining a clear list of priorities so we can deliver what you need first.

3.3 Turnaround Time

Hatchly aims to deliver prompt turnarounds for design tasks. While actual delivery times can vary based on request complexity and current workload, our general goal is to deliver an initial draft or update within 1-2 business days for most standard design requests. More complex requests (e.g. a multi-page brochure or an animated graphic) may require a longer timeframe (several days or more). We will communicate estimated timelines for such requests after reviewing the requirements.

Business Hours: Our design team operates during normal business hours (for example, Monday to Friday, 9am to 5pm GMT/BST for our UK-based team, excluding UK public holidays). Requests sent outside of business hours will be received, but work may not begin until the next business day. For instance, if you submit a request on Friday evening or over the weekend, we will typically start on it on Monday. If you submit a request late in the business day (e.g. after 3pm), it may count as being received the next business day for scheduling purposes. We will do our best to accommodate urgent needs, but please be aware of these operational hours.

Time Not of the Essence: All delivery times and dates that we may provide are estimates and targets – time is not guaranteed. While we make every reasonable effort to meet your deadlines and keep a fast pace, time shall not be of the essence in relation to our performance. This means that a delay in delivery (for example, delivering a design in 3 days instead of 1 day) will not by itself constitute a breach of contract, as long as we are using reasonable care and effort. If you have a hard deadline (like a campaign launch or event), please communicate it clearly. We will confirm if it’s feasible; if we accept the deadline, we will prioritize accordingly, but unforeseen delays can still occur. We are not liable for any loss or inconvenience due to turnaround times or missed deadlines, especially if such delays are due to factors outside our control or due to delays in your feedback or input (see Section 3.4).

3.4 Client Cooperation and Revisions

Successful design output is a collaborative process. Your Responsibilities in the Process: You agree to:

• Provide clear instructions and assets with your requests. This includes any text, images, logos, or brand guidelines that should be used. You must have the right to use any materials you provide (see Section 5 on Client Content).

• Respond in a timely manner with feedback or approvals. Prompt feedback helps us stay on schedule. If we are waiting on your feedback or clarification, the turnaround clock pauses until we hear back. Delays in your response will proportionally delay delivery.

• Review the work product we deliver and either approve it or request revisions. We offer unlimited revisions within reason – this means we will continue to refine the design until you are satisfied, but revisions should stay within the scope of the original request. A change in direction or a new request may be treated as a new task.

We will deliver design drafts or finals typically in common file formats (e.g. PNG, JPG, PDF for output; source files like PSD, AI or Figma files can be provided on request for final designs). It is your responsibility to thoroughly review all deliverables. Proofing: Please check all text for typos, verify images, colors, layout, and ensure the design meets your needs before you use or publish it. If you find any issues, let us know and we will correct them. Hatchly is not responsible for losses or damages resulting from errors that were present in a deliverable and not brought to our attention during the review process. In other words, once you approve a design or use it in production, you assume responsibility for any remaining errors or omissions in that design.

3.5 Service Limitations

While we strive to accommodate unlimited requests and revisions, the service is subject to fair use principles. This means we will work through your queue diligently, but we may not be able to complete a very large number of complex requests simultaneously within a short period. If we believe a client’s usage is far beyond normal (for example, submitting dozens of large projects at once in a way that overloads our team and exceeds our designated daily capacity), we will discuss a schedule or recommend an upgraded plan to ensure we can maintain quality and timely delivery for you and other clients. We also do not create original content outside of design (for example, copywriting text for your designs) unless explicitly included in your plan. We rely on you to provide the content (text, product images, etc.) that goes into the designs, except for minor filler text or basic headlines which we can help refine.

Hatchly may use creative automation tools or templates to speed up delivery. For example, we might utilize our own library of design templates or AI-assisted tools to fulfill requests efficiently. Rest assured, any such use will still result in a custom deliverable tailored to your needs, and we will ensure quality control by our designers. The use of such tools will not affect your rights in the deliverables (as defined in Section 5), but if any specific license or usage restriction comes attached to an automated component, we will inform you.

4. Intellectual Property and Ownership of Deliverables

One of the core benefits of Hatchly’s service is that you get to use the designs we create for you in your business. This section explains how intellectual property (IP) rights are handled for materials you provide to us (Client Content) and for the Deliverables we produce, as well as Hatchly’s rights to reuse certain knowledge or components.

4.1 Ownership of Final Deliverables

Client Ownership: Upon full payment of all fees due for a given project or subscription period, the final design deliverables that Hatchly produces for you will be your property. Hatchly hereby assigns to you all rights, title, and interest in and to the final deliverables we create for you under these Terms, including any applicable copyrights, design rights, or other intellectual property rights in the creative content, with the exception of Hatchly’s Pre-Existing IP and non-client-specific materials (as defined below). In plain language, this means the end graphics, images, and files we deliver to you are yours to use as you see fit in your business, once you have paid for them. You may reproduce, distribute, publish, and adapt those deliverables freely. You do not owe Hatchly any royalties or ongoing fees for this use.

Conditions: Please note that this transfer of ownership (or license, as applicable) is conditioned on your account being paid in full. If you have not paid for the services that produced a deliverable (or if a payment is later charged back or refunded improperly), then Hatchly retains all intellectual property rights in the deliverable until payment is made. We reserve the right to revoke or invalidate your right to use deliverables if you have not paid for them, and any use of such deliverables in that case would be an infringement of Hatchly’s rights. Once proper payment is received, the rights automatically transfer as described.

Also, note that your ownership of deliverables is subject to any third-party rights in any components that we used (for example, if the deliverable includes a stock photo or a font, you have whatever ownership or license we are able to pass to you, which may be subject to that third-party’s license terms – see Section 5.2). We will clarify if any piece of a deliverable is governed by third-party license terms.

4.2 Hatchly’s Pre-Existing IP and Reuse of Assets

Hatchly retains ownership of all pre-existing intellectual property and materials that we bring to the project, and we also retain the right to use any general skills, know-how, or generic design elements that we develop while working on your projects. Specifically:

• Pre-existing IP: If we use any of our own pre-made design templates, code, software, algorithms, or other intellectual property that we developed prior to or outside of our work for you, those underlying elements remain the property of Hatchly. We may incorporate them into deliverables (and by virtue of the above, you then have rights to use the deliverables), but we do not transfer ownership of our underlying tools or frameworks to you. We simply grant you (as part of the deliverable) an appropriate license to use them along with the deliverable. For example, if we use a proprietary Hatchly template or an automation script to generate your designs, you can use the resulting design, but you do not acquire rights to the template or script itself for use outside of your deliverable.

• Reuse of Generic Components: Hatchly reserves the right to reuse non-client-specific design elements or assets that we create during the course of providing services to you. This means that if we develop a design idea, illustration, iconography, design style, or code snippet that is generic in nature and does not incorporate your confidential information or distinctive branding, we may use those elements in work for other clients or in our own portfolios and libraries. We will not reuse your specific logos, trademarks, or any of your proprietary content in work for other clients, but we might reuse design techniques or generic assets. For instance, if we create a generic infographic icon as part of your project, we might repurpose that icon (in a way not identifiable to your brand) for another project. Similarly, any design know-how or techniques we gain from working on your projects can be applied in our future work generally.

In summary, you own the specific final designs delivered to you, and Hatchly retains ownership of underlying tools and a right to reuse general knowledge or non-unique elements. This arrangement allows Hatchly to continuously improve its services and serve all clients efficiently, while ensuring you have full practical usage of the designs for your needs.

4.3 License to Client Materials

During the course of our work, you may provide us with or require us to use certain Client Materials (sometimes called “Client Content”). This can include, for example, your company logos, branding guidelines, copy (text) to include in designs, images or graphics you supply, fonts, or any other materials that you own or have rights to that you want included in the designs. You retain ownership of all intellectual property rights in the materials you or your licensors provide to us. Hatchly does not claim ownership of your pre-existing content.

However, in order for us to work with your materials, you grant Hatchly a license to use, reproduce, modify, and adapt your materials for the purpose of delivering the services and creating the deliverables for you. This license is non-exclusive, royalty-free, worldwide, and limited to the term of our agreement. It allows us, for example, to copy your logo into a design, or to modify a chart you gave us, or to combine your text with graphics. We will only use your materials to work on your projects and for internal purposes (such as backups, or testing the design). We will not share your raw materials with other clients or use them for any purpose other than providing services to you. Once our engagement is over or upon your request, we will cease using your materials (aside from archival copies for our records/ legal purposes).

4.4 Portfolio Rights (Use of Deliverables for Marketing)

Hatchly is proud of the work we do for our clients, and we may seek to showcase non-confidential examples of that work in our portfolio or marketing materials. You agree that Hatchly may use the final deliverables and your company name/logo in our portfolio, website, case studies, and marketing materials for the purpose of illustrating the kind of work we have done, unless you request in writing that we keep specific work confidential. We will respect any confidentiality requests: If your project is sensitive or under NDA, please inform us in advance or at the time of cancellation, and we will refrain from publicizing it. Our portfolio usage will not include any of your sensitive or non-public information (for example, if the design itself is confidential until a certain launch date, we will wait until it’s public, or if it’s never to be public, we won’t display it without permission). This portfolio license is understood to be part of the compensation for our services, enabling us to demonstrate our experience.

If you do not want us to use your name or project in any marketing material at all, please let us know, and we can discuss opting you out of this clause.

5. Client Responsibilities and Third-Party Rights

In order for Hatchly to provide services effectively and to protect both parties, you (the Client) make the following promises and agree to the following obligations:

5.1 Your Representations and Warranties

You represent, warrant, and agree that:

• Business Use: You are subscribing to Hatchly’s services for business or professional purposes (for your company or organization), and not as an individual consumer for personal use. You have the authority to enter into this agreement on behalf of the business you represent.

• Legal Compliance: You will use the services and the deliverables in compliance with all applicable laws and regulations. You will not use Hatchly to create any content that is unlawful, offensive, or that violates the rights of others.

• Rights to Materials Provided: All materials, content, or instructions you provide to Hatchly are owned by you, or you have obtained all necessary rights, licenses, and permissions to use them and to authorize Hatchly to use them in your design projects. This includes any text, images, graphics, logos, trademarks, or brand assets you supply. You will not provide or ask us to use any material that infringes someone else’s copyright, trademark, trade secret, or other intellectual property rights.

• Third-Party Assets and Licenses: If you request Hatchly to incorporate any third-party content (such as a specific stock photo, illustration, or font that you do not own), you are responsible for ensuring that such content is properly licensed for your intended use. Either you will provide us with the asset and proof of license, or you will instruct us to procure it on your behalf (as noted in Section 2.5). In the latter case, you are responsible for the cost, and the license will typically be obtained in your name or transferred to you. It is your responsibility to comply with any license terms of third-party assets included in the deliverables (for example, adhering to usage limitations of a stock photo). Hatchly will not knowingly violate the license terms of third-party materials and will inform you of any special usage restrictions we are aware of.

• Accurate Information: All information you provide to Hatchly, whether personal details, billing information, or project-related information, will be truthful and accurate to the best of your knowledge. You will promptly update us if any relevant information changes (e.g., contact details, billing info, project requirements).

• Use of Deliverables: You will use the deliverables in a manner consistent with these Terms and any applicable law. If you publish or distribute the designs, you are solely responsible for the content and any claims related to it. For example, if the design is an advertisement, the truthfulness and legality of the ad’s claims are your responsibility, not Hatchly’s. You agree not to use the deliverables in any way that could harm Hatchly’s reputation or that implies Hatchly’s endorsement of something without our consent.

5.2 Third-Party Claims and Content Liability

When we create designs based on your instructions and materials, there is a risk (albeit usually small) of intellectual property disputes or other legal issues. You agree that under no circumstances will Hatchly be liable in any way for any intellectual property infringement or license violation arising from materials, information, or directives provided by you. Hatchly does not independently verify the ownership of every piece of content you supply or request; we operate under the assumption that you have the rights to use everything you ask us to use. If it turns out that any of your provided content or any specific direction infringes a third party’s copyright, trademark, or other rights, you will be fully responsible for the consequences. This means you will take on any claims, damages, losses, or liabilities that result from that infringement.

In legal terms, you agree to indemnify and hold harmless Hatchly and its officers, employees, and contractors from any and all third-party claims, liabilities, damages, and costs (including legal fees and expenses) that arise as a result of: (a) your breach of any of your responsibilities or warranties in these Terms, (b) any infringement or violation of a third party’s intellectual property or other rights due to materials or instructions provided by you, or (c) your use of the deliverables beyond the scope of these Terms or in violation of any applicable laws or third-party licenses. For example, if a stock image in a design ends up being used without the proper license because you directed us to use an unlicensed copy, and the stock provider or a photographer sues, you will defend and reimburse Hatchly for all costs and damages arising from that situation.

Content Review: Hatchly does not pre-screen all content you submit, but we reserve the right to refuse or halt work on a project if we suspect it violates any law or anyone’s rights. However, our participation in a project does not imply we have cleared it legally. You are the final party responsible for reviewing the content and legality of the designs we provide. If you have legal or compliance departments (especially if you operate in a regulated industry), it is your duty to run the deliverables through your own approval processes.

5.3 Limitation on Hatchly’s IP Warranty

Hatchly will do its best to ensure originality in the designs we deliver. We strive to produce custom work for each client and not to knowingly copy others’ protected works. However, aside from reusing generic elements as allowed (see Section 4.2), we make no absolute warranty that the deliverables will be free from third-party claims of infringement. The graphic design field is vast, and similar ideas can occur independently. Thus, except as explicitly provided in these Terms, the deliverables are provided “as is” with respect to intellectual property status. If you believe a deliverable may infringe someone else’s rights, you should notify us immediately and refrain from using it until clarified. We can attempt to modify the design to avoid any issue.

In the event that any third party brings a claim that a deliverable produced by Hatchly infringes their IP rights, our liability will be limited as described in Section 6, and your indemnification obligations as described above may be triggered if the infringement was due to something you provided or insisted on. Both parties agree to communicate and cooperate in good faith regarding any such claims.

6. Limitation of Liability and Disclaimers

6.1 Disclaimer of Warranties

Use of Service “As Is”: Hatchly provides its services and deliverables to you on an “as is” and “as available” basis, without any warranties of any kind, except for those expressly stated in these Terms. To the fullest extent permitted by law, we disclaim all implied warranties or conditions, such as implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that our service will meet all of your expectations or requirements, or that it will be uninterrupted, timely, secure, or error-free. While we strive for quality and accuracy, we do not guarantee the outcome or results of any design work — for example, we cannot warrant that using our design will guarantee you any particular increase in sales or web traffic, etc.

You acknowledge that the creative process is collaborative and subjective; therefore, while we commit to delivering professional-quality work, we do not make any warranty or guarantee that the deliverables will be to your liking on the first attempt or that they will serve your specific purpose without revisions. Our obligation is to work with you to refine the deliverables within the scope of the service.

No Legal or Professional Advice: Any information or feedback we provide during our service (for example, comments on content, suggestions for taglines, etc.) is for general guidance in the creative process. We are not providing legal, marketing, or business advice. You should consult your own professionals for advice on matters like trademark availability, slogan legality, regulatory compliance of an advertisement, etc. Hatchly’s focus is on design execution, not the underlying legal clearance of content.

6.2 Limitation of Liability

Types of Damages: To the maximum extent permitted by law, Hatchly will not be liable to you for any indirect, incidental, special, consequential, or punitive damages whatsoever arising out of or relating to this agreement or the services provided, even if we have been advised of the possibility of such damages. This exclusion includes, without limitation, damages for loss of profits, loss of revenue, loss of business opportunity, loss of data, business interruption, or any other commercial or economic loss. It also includes any loss or damage that you might suffer from third-party claims against you (for example, a claim by your client or customer due to an issue with a design), except to the extent such a claim is caused by our intentional misconduct or breach of these Terms.

Amount of Liability: To the fullest extent permitted by law, Hatchly’s total cumulative liability to you for any and all claims arising from or related to the service or these Terms, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total amount of fees you paid to Hatchly for the services in the 12 months immediately preceding the claim (or, if the claim arises during the initial 12 months of the contract, the amount of fees paid up to the date of the claim). If no fees were paid (for example, if a claim arises during a free trial), Hatchly’s total liability shall not exceed £100 GBP. This limitation is an aggregate cap for all claims, meaning it limits the total amount in the aggregate that Hatchly would be obligated to pay for all claims during that period, not per claim.

If, for any reason, the above limitation is deemed unenforceable or insufficient under applicable law, Hatchly’s liability shall be limited to the minimum extent permitted by law.

Exceptions: We do not exclude or limit liability for personal injury or death caused by our negligence or for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law. Additionally, nothing in these Terms affects any rights you may have under consumer law (if applicable) that cannot be lawfully limited or waived. However, since you confirm you are using this service for business purposes, consumer protection statutes may not apply.

Release for Service Interruptions: Hatchly shall not be liable for any delay or failure in performance caused by circumstances beyond our reasonable control (see also “Force Majeure” in Section 7). If our service is temporarily unavailable or delayed (for example, due to technical downtime, power outages, or unforeseen staff unavailability), we will attempt to make up lost time, but we will not be liable for any losses incurred during such downtime.

No Double Recovery: If you are entitled to recover damages or losses under one provision of these Terms, you cannot recover the same item of damage again under a different provision. All limitations, exclusions, and disclaimers in these Terms shall apply to the fullest extent permitted by law, regardless of the form of action (whether in contract, tort, strict liability, or otherwise) and will survive failure of any exclusive remedy.

6.3 Liability of Client

You are responsible for using the deliverables appropriately and within the bounds of law. Aside from your indemnification obligations in Section 5.2, please note that Hatchly will not be liable for any claims brought against you by any third party due to your use of the deliverables or services. For example, if you publish a design we made and someone claims it’s defamatory or infringes on their rights, you will be solely responsible for defending and resolving that claim. Hatchly’s liability to any third party for any claim related to work product is expressly disclaimed – our duty is only to you as our direct client, subject to these limitations.

7. General Provisions

7.1 Modifications to Terms

Hatchly may update or modify these Terms from time to time. If we make material changes, we will notify you by email or by posting a notice in your account portal or on our website. Changes will not be retroactive; they will only apply from the date they go into effect. If you do not agree to the revised terms, you have the right to terminate your subscription at the end of your current billing period (and you should notify us before the new terms take effect). By continuing to use the services after the updated Terms are effective, you accept and agree to the changes. For clarity, no unilateral change will shorten your subscription term or force you to pay more without notice (see Section 2.4 on fee changes). It’s mainly to address legal updates or process changes. Always feel free to reach out if you have questions about any change.

7.2 Confidentiality

Both parties agree to keep confidential any non-public information obtained from the other party in the course of the subscription relationship. For example, Hatchly may learn confidential information about your business (marketing plans, product information, etc.), and you may learn about Hatchly’s proprietary processes. Each party agrees not to disclose the other’s confidential information to any third party without consent, except as required for performing the services or as required by law. Hatchly’s team and contractors will of course have access to your project information, but they are all bound by confidentiality obligations. This confidentiality clause is not intended to cover information that is publicly available or that was independently developed without reference to the confidential info.

(Note: If you require a separate Non-Disclosure Agreement (NDA) for your company’s policy, please provide it. Absent a separate NDA, this clause stands as the confidentiality agreement.)

7.3 Non-Solicitation

During the term of your subscription and for 12 months thereafter, you agree not to directly solicit for hire any Hatchly employees or contracted designers who worked on your account, without Hatchly’s prior written consent. Our team is our most valuable resource, and while we’re happy to collaborate with you, we kindly ask that you do not undermine our relationship by poaching talent. If you do hire a Hatchly team member in breach of this clause, we reserve the right to seek reasonable compensation (such as a placement fee equivalent to a percentage of the employee’s annual salary).

7.4 Assignment

You may not assign or transfer these Terms or your subscription to any other party without Hatchly’s prior written consent. For example, you cannot transfer your subscription to a different client or entity, or outsource the design service to a third party under your account, without approval. Hatchly may assign or transfer this agreement to an affiliate or as part of a corporate reorganization, merger, or sale of substantially all of its assets, provided that your rights are not materially affected. These Terms will bind and benefit any successors or permitted assigns of the parties.

7.5 Entire Agreement

These Terms (together with your subscription Order, any applicable Master Service Agreement or Statement of Work if one is separately executed, and any policies or guidelines explicitly referenced herein) constitute the entire agreement between you and Hatchly regarding the subscription services. They supersede all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications (whether written or oral) between us, relating to the subject matter of these Terms. In case of any conflict between these Terms and any Master Service Agreement or custom contract signed between you and Hatchly, the terms of the signed agreement will prevail to the extent of the conflict.

7.6 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it enforceable (or if not possible, severed), and the remaining provisions of these Terms will remain in full force and effect. Each provision of these Terms operates separately. For example, if a court finds that a part of the limitation of liability is unlawful or unenforceable, the rest of the limitation still applies.

7.7 No Waiver

No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right or remedy, and no waiver of any breach shall be deemed to be a waiver of any subsequent breach. In other words, if Hatchly doesn’t immediately act on a violation of these Terms by you, that doesn’t mean we’re waiving our rights to enforce the Terms later. Any waiver of rights must be in writing and signed by the party waiving the right to be effective.

7.8 Relationship of Parties

The relationship between you and Hatchly is that of independent contractor and client. These Terms do not create any partnership, joint venture, employment, or franchise relationship. Neither party is an agent for the other, and neither has the right or authority to bind the other in any agreement with a third party. Hatchly’s personnel are not your employees — they are either employees or contractors of Hatchly. You agree not to present yourself as an agent or representative of Hatchly for any purpose.

7.9 Force Majeure

Hatchly will not be liable for any failure or delay in its performance under these Terms (or for any loss or damage you may suffer) due to any force majeure circumstances beyond our reasonable control. This includes, for example, acts of God, natural disasters, war, terrorism, civil unrest, strikes or labor disputes, electrical or internet outages, governmental restrictions, epidemics or pandemics, or other events of a magnitude or type for which precautions are not generally taken in the industry. If such events occur, we will make reasonable efforts to resume services as soon as possible or find workarounds (such as remote operations if possible during a local outage). Your payment obligations continue for services actually provided. If a force majeure event extends for an unreasonable time, either party may be entitled to terminate the subscription (with appropriate notice and without liability for the termination itself).

7.10 Notices

Any notices or communications required or permitted under these Terms (for example, notices of termination or legal disputes) should be given in writing. Hatchly will send official notices to you at the email or physical address you have provided in your account or order details. You should send official notices to Hatchly at the contact address given on our website or any specific contact provided in your contract or invoice (for example, our registered office or legal department email). Email notices are considered written and received on the day of sending, provided that the sender does not receive an error or bounce-back. For physical mail, notice is deemed given when actually received by the other party. For day-to-day operational communications (like clarifying a request or discussing feedback), email or our platform messaging is sufficient.

7.11 Third-Party Beneficiaries

These Terms are for the benefit of you and Hatchly only. No third party (other than permitted assigns, and Hatchly’s subcontractors with respect to protections in these Terms) shall have any rights to enforce any term of this agreement. For example, your clients or affiliates are not parties to these Terms and cannot claim any benefit or rights under them. The UK Contracts (Rights of Third Parties) Act 1999 (and any similar legislation in other jurisdictions) is hereby excluded to the extent it would allow third-party enforcement of these Terms.

7.12 Interpretation

Headings in this agreement are for convenience only and do not affect interpretation. Words imparting the singular include the plural and vice versa. Any phrase introduced by the terms “including”, “include”, “in particular”, or any similar expression shall be illustrative and shall not limit the sense of the words preceding those terms. If these Terms are translated into another language and there is any inconsistency between the English version and the translation, the English version shall prevail (to the extent not prohibited by local law).

8. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of England and Wales. By using Hatchly’s services, you agree that the laws of England and Wales will govern any issue that might arise.

Jurisdiction: Both you and Hatchly agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter. However, nothing in this section shall limit Hatchly’s right to seek injunctive relief or to enforce judgments in any appropriate jurisdiction if necessary (for example, to stop unauthorized use of our intellectual property, or to collect unpaid fees in a country where you reside).

If you are based outside of the UK, please note that by agreeing to these Terms, you are voluntarily submitting to the jurisdiction of the UK courts for dispute resolution (and you waive any objections to such jurisdiction, like claiming forum non conveniens). We value our international clients and will of course try to amicably resolve any issues without formal litigation whenever possible.

Contact Us: If you have any questions or concerns about these Terms and Conditions, or if you need to provide any notices as per the Terms, please contact us at:

Hatchly Ltd

Email: info@hatchly.co.uk

Registered Office (UK): 4th Floor, Silverstream House, 45 Fitzroy Street, Fitzrovia, London, W1T 6EB, United Kingdom

By using our services or maintaining a subscription, you acknowledge that you have read, understood, and agree to these Terms. Thank you for choosing Hatchly for your design needs — we look forward to a creative and productive partnership!