ASTRELL Terms of Service

ASTRELL Legal

Last updated: [Insert publication date]

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the website, communication channels, and services provided by ASTRELL ("ASTRELL," "we," "us," "our"). By contacting ASTRELL, requesting a quotation, submitting materials, or engaging ASTRELL to provide services, you ("client," "you") agree to be bound by these Terms.

ASTRELL is currently operated as an independent digital creative agency managed from the United Kingdom, with additional operational support based in Amman, Jordan, serving clients worldwide. ASTRELL is in the process of formalising its business structure. References in these Terms to ASTRELL as a contracting party refer to the individual(s) currently trading as ASTRELL. Upon formal company registration, these Terms will be updated to reflect the registered legal entity.

  • Registered company name: [To be added upon incorporation]
  • Company number: [To be added upon incorporation]
  • Registered office address: [To be added upon incorporation]
  • Legal/contact email: [Insert legal contact email]

If you do not agree to these Terms, please do not use ASTRELL's services.

2. Definitions

  • "Agency" means ASTRELL.
  • "Client" means the individual, business, or organisation engaging ASTRELL's services.
  • "Deliverables" means the final creative, design, development, marketing, or other work product provided to the Client under a Project Agreement.
  • "Project Agreement" means the specific quotation, proposal, statement of work, or written agreement (including via email confirmation) between ASTRELL and the Client for a given project.
  • "Contractor" means an independent contractor or specialist engaged by ASTRELL to assist in delivering services to a Client.
  • "Materials" means content submitted by the Client, including images, logos, documents, design references, written content, brand assets, and other files.

3. Nature of ASTRELL's Business

ASTRELL is a digital creative agency, not a freelancer marketplace. ASTRELL manages client projects internally and remains the Client's point of contact and the responsible party for project delivery at all times. Where ASTRELL engages trusted independent Contractors to assist with a project, those Contractors work on behalf of ASTRELL, under ASTRELL's direction and quality control. The Client contracts with ASTRELL, not with any individual Contractor, and ASTRELL remains responsible for client communication, project management, and delivery of the agreed Deliverables.

4. Services

ASTRELL provides digital creative services including, but not limited to:

Brand Identity, Logo Design, Rebranding, Website Design, Website Development, UI/UX Design, Packaging Design, Label Design, Marketing Strategy, Digital Marketing, Creative Direction, Social Media Design, Social Media Management, Posters & Banners, Motion Graphics, Print Design, SEO, Consulting, and other digital creative services ASTRELL may offer from time to time (collectively, the "Services").

ASTRELL reserves the right to add, modify, or discontinue Services at its discretion. Where a new service is introduced, these Terms will apply to it unless ASTRELL publishes supplementary terms specific to that service.

5. Quotations and Project Agreements

  • Each project begins with a quotation or proposal outlining scope, estimated timeline, and pricing, based on information provided by the Client.
  • A Project Agreement is formed when the Client accepts a quotation in writing (including by email, digital confirmation, or payment of a deposit where applicable).
  • Quotations are estimates based on the information available at the time and may be revised if the Client's requirements change or if the original brief was materially incomplete or inaccurate.
  • No work will commence until a Project Agreement is in place and, where required, any applicable deposit has been received.

6. Scope Changes and Scope Creep

  • Services are delivered based on the scope defined in the Project Agreement.
  • Requests for work outside the agreed scope, additional revision rounds beyond those specified, or material changes to the brief after work has commenced ("scope changes") may require a revised quotation, additional fees, and/or an adjusted timeline.
  • ASTRELL will make reasonable efforts to notify the Client of scope changes and associated costs before proceeding with additional work.

7. Client Responsibilities

The Client agrees to:

  • Provide accurate, complete, and timely information necessary for ASTRELL to perform the Services;
  • Respond to requests for feedback, approval, or materials within a reasonable time to avoid project delays;
  • Ensure that all Materials submitted are owned by the Client or that the Client has obtained all necessary rights and permissions to use and share them;
  • Avoid submitting Materials or instructions that are unlawful, infringing, defamatory, obscene, or otherwise inappropriate;
  • Cooperate reasonably and in good faith throughout the course of the project.

Delays caused by the Client's failure to meet these responsibilities may affect project timelines and do not constitute a breach by ASTRELL of any delivery commitment.

8. Client Materials and Warranties

By submitting Materials to ASTRELL, the Client warrants that:

  • The Client owns the Materials or holds all necessary rights, licences, and permissions to use them and to permit ASTRELL to use them for the purposes of the project;
  • Use of the Materials by ASTRELL in connection with the project will not infringe the intellectual property, privacy, or other rights of any third party;
  • The Materials do not contain unlawful, malicious, or harmful content.

The Client agrees to indemnify ASTRELL against claims, losses, damages, and reasonable costs arising from a breach of these warranties, as further described in Section 22 (Indemnification).

9. Delivery, Revisions, and Acceptance of Work

  • Estimated delivery timelines are set out in the applicable Project Agreement and are subject to timely Client cooperation under Section 7.
  • Each project includes a defined number of revision rounds, as specified in the Project Agreement. Additional revisions beyond this may incur further fees.
  • Deliverables are deemed accepted if the Client does not raise substantive, written objections within the review period stated in the Project Agreement, or, if unspecified, within 14 days of delivery.
  • Minor subjective preferences that fall within the agreed brief are addressed through the included revision process rather than treated as non-delivery.

10. Project Delays

ASTRELL will make reasonable efforts to meet agreed timelines. However, timelines may be affected by factors including, but not limited to: delayed Client feedback or materials, scope changes, Contractor availability, third-party service disruptions, or circumstances described in Section 24 (Force Majeure). ASTRELL will communicate reasonably with the Client regarding any material delay.

11. Confidentiality

Both ASTRELL and the Client agree to treat non-public information shared in connection with a project as confidential, and to use it solely for the purposes of the project, except where:

  • Disclosure is required by law or regulatory authority;
  • The information becomes public through no fault of the receiving party;
  • The information was already lawfully known to the receiving party without a duty of confidentiality;
  • Disclosure is necessary to Contractors engaged by ASTRELL under equivalent confidentiality obligations, for the purpose of delivering the project.

This confidentiality obligation survives the completion or termination of the Project Agreement, subject to ASTRELL's portfolio rights described in Section 15.

12. Independent Contractors

ASTRELL may, at its discretion, engage independent Contractors to assist in delivering Services. Contractors:

  • Act on behalf of ASTRELL and are bound by confidentiality and quality obligations toward ASTRELL;
  • Are not employees or agents of the Client;
  • Do not contract directly with the Client; ASTRELL remains the responsible party for the Services delivered, including work performed by Contractors.

13. Intellectual Property

13.1 ASTRELL's Own Property

ASTRELL retains full ownership of its brand name, logo, website, proprietary systems, tools, templates, methodologies, documentation, and any pre-existing materials or general know-how used in delivering Services, regardless of the project in which they are used.

13.2 Client Deliverables

Ownership of project-specific Deliverables transfers to the Client only:

(a) as specifically described in the applicable Project Agreement; and

(b) upon ASTRELL's receipt of all applicable payment obligations relating to that project in full.

Until full payment is received, all Deliverables, drafts, and work-in-progress remain the property of ASTRELL, and the Client is granted no licence to use them beyond internal review purposes.

13.3 Pre-Existing and Third-Party Elements

Deliverables may incorporate stock assets, fonts, plugins, frameworks, or other third-party elements licensed to ASTRELL or the Client under separate third-party terms. The Client's rights to such elements are limited to the terms of the applicable third-party licence, which ASTRELL will disclose where relevant.

13.4 Portfolio Rights

ASTRELL may display completed work, including images, descriptions, and case studies, in its portfolio, website, social media, and promotional materials, unless the Client and ASTRELL have agreed in writing to confidentiality restrictions or a written exception for that specific project.

14. AI Usage

ASTRELL may use AI-assisted tools as part of its internal creative process, subject to human review, as described in our separate AI Usage & Disclosure Policy, which is incorporated into these Terms by reference. Clients may request fully human-created work by notifying ASTRELL before a project begins, subject to the terms of that Policy. AI-generated outputs are not guaranteed to be error-free, unique, or suitable for every purpose, and the Client remains responsible for reviewing Deliverables before use.

15. Portfolio and Case Study Rights

See Section 13.4 above. Clients wishing to restrict ASTRELL's portfolio rights for a specific project must agree this in writing prior to project completion.

16. Third-Party Services

ASTRELL relies on third-party providers to operate its business and deliver Services, including but not limited to OpenAI, Anthropic, Google Analytics, Cloudflare, Vercel, and Supabase, and, where applicable, payment processors such as Stripe, PayPal, or bank transfer facilities. ASTRELL is not responsible for outages, errors, or data handling practices of independent third-party providers beyond ASTRELL's reasonable control, though ASTRELL will use reasonable efforts to select reputable providers and respond appropriately to any disruption. Further detail is available in our Privacy Policy.

17. Payments

  • Currently, projects are handled through quotations, invoices, and direct payment agreements between ASTRELL and the Client.
  • ASTRELL intends to introduce additional online payment options over time, which may include Stripe, PayPal, bank transfer, and other methods. These Terms apply equally regardless of the payment method used.
  • Invoices are payable within the timeframe stated in the Project Agreement or invoice. Late payment may result in pausing of work, suspension of Services, and/or interest or late fees where permitted by applicable law.
  • ASTRELL does not store full payment card details; card payments (where introduced) will be processed directly by the relevant third-party payment processor.

18. Refunds and Cancellations

Refunds and cancellations are governed by our separate Refund & Cancellation Policy, which is incorporated into these Terms by reference. In summary: refunds are not automatic, custom work is generally non-refundable once commenced or delivered, and deposits may be non-refundable, subject to the fair cancellation terms set out in that Policy.

19. Chargebacks

Clients agree to contact ASTRELL directly to resolve billing disputes before initiating a chargeback with their bank or payment provider. Unjustified chargebacks may result in suspension of ongoing Services and pursuit of amounts owed for legitimately performed work, as further described in our Refund & Cancellation Policy.

20. Prohibited Uses

Use of ASTRELL's website, communication channels, and Services is subject to our separate Acceptable Use Policy, which is incorporated into these Terms by reference. Violations may result in suspension or termination of Services in accordance with Section 21.

21. Suspension and Termination

ASTRELL may suspend or terminate Services, in whole or in part, if:

  • The Client breaches these Terms, the Acceptable Use Policy, or a Project Agreement;
  • Payment is materially overdue;
  • The Client provides false, fraudulent, or misleading information;
  • Continuing the Services would expose ASTRELL, its staff, or Contractors to legal, financial, or reputational risk;
  • Required by law or a competent authority.

Either party may terminate a Project Agreement for convenience, subject to payment for work performed up to the date of termination and any applicable non-refundable amounts under the Refund & Cancellation Policy. Sections that by their nature should survive termination (including Sections 11, 13, 22, 23, and 27) will continue to apply.

22. Indemnification

The Client agrees to indemnify and hold harmless ASTRELL, its staff, and its Contractors from and against any claims, liabilities, damages, losses, and reasonable expenses (including legal fees) arising out of or related to: (a) the Client's breach of these Terms; (b) Materials submitted by the Client that infringe third-party rights or applicable law; or (c) the Client's misuse of Deliverables. ASTRELL will indemnify the Client against direct claims that Deliverables, as originally created by ASTRELL, knowingly and wilfully infringe a third party's UK intellectual property rights, excluding claims arising from Client-supplied Materials, Client-directed changes, or third-party elements described in Section 13.3.

23. Limitation of Liability and Warranty Disclaimer

23.1 Warranty Disclaimer

Services and Deliverables are provided on an "as is" and "as available" basis. Except as expressly stated in a Project Agreement, ASTRELL makes no warranties, express or implied, regarding the Services, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable law.

23.2 Limitation of Liability

To the maximum extent permitted by applicable law:

  • ASTRELL's total aggregate liability arising out of or related to a project shall not exceed the total fees paid by the Client to ASTRELL for that specific project in the twelve (12) months preceding the claim;
  • ASTRELL shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or fraud.

24. Force Majeure

Neither party will be liable for delay or failure to perform obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to natural disasters, internet or power outages, third-party service failures, acts of government, labour disputes, or other events of force majeure. The affected party will notify the other party and use reasonable efforts to mitigate the impact.

25. Electronic Communications and Signatures

The Client agrees that communications with ASTRELL may take place electronically, including via email, website forms, WhatsApp, or Telegram, and that such communications satisfy any legal requirement for communications to be in writing. Acceptance of a quotation or Project Agreement by electronic means (including email confirmation, digital signature, or payment of a deposit) constitutes a legally binding acceptance.

26. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, without regard to conflict of law principles.

The parties agree to first attempt to resolve any dispute informally by contacting ASTRELL directly. If a dispute cannot be resolved informally within a reasonable period, the parties agree that the courts of England and Wales shall have non-exclusive jurisdiction, without prejudice to any mandatory consumer protections available to the Client under the law of their country of residence, where applicable.

27. Severability, Entire Agreement, Assignment, and Waiver

  • Severability: If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force and effect.
  • Entire Agreement: These Terms, together with the applicable Project Agreement and the policies incorporated by reference (Privacy Policy, Cookie Policy, Refund & Cancellation Policy, AI Usage & Disclosure Policy, Acceptable Use Policy), constitute the entire agreement between the Client and ASTRELL regarding the Services, superseding any prior agreements or understandings.
  • Assignment: The Client may not assign or transfer their rights or obligations under these Terms without ASTRELL's prior written consent. ASTRELL may assign these Terms in connection with a business restructuring, formal incorporation, merger, or sale of business assets, with reasonable notice to affected Clients.
  • Waiver: No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.
  • Survival: Provisions which by their nature are intended to survive termination (including confidentiality, intellectual property, indemnification, limitation of liability, and governing law) shall survive termination or completion of a Project Agreement.

28. Future Changes to Services and Terms

ASTRELL may update these Terms from time to time to reflect changes in its Services, business structure (including formal company registration), legal requirements, or operational practices. Material changes will be reflected by updating the "Last updated" date above. Continued use of ASTRELL's Services after changes take effect constitutes acceptance of the revised Terms. For an active project, the Terms in effect at the time the Project Agreement was formed will generally continue to apply to that project, unless otherwise agreed.

29. Contact Us

Questions about these Terms can be directed to:

  • Email: [Insert legal contact email]
  • Via our website contact form
  • Via WhatsApp or Telegram, where made available on our website

These Terms of Service were prepared with AI-assisted drafting tools as part of a broader legal package for ASTRELL. They provide a general contractual framework and do not constitute legal advice. Given ASTRELL's worldwide client base and current unregistered status, we strongly recommend these Terms be reviewed by a qualified solicitor before publication, and again upon formal company registration.