ALYGN MEDIA LTD TERMS OF SERVICE
Governing law: England and Wales | Effective: April 2026 | Version 2.0
Company
ALYGN MEDIA LTD
Company Number
16669971
Registered Office
London, England
Legal Contact
hello@alygnmedia.com
Applies to
All Clients, Creatives and users of ALYGN's services
Version
2.0 — April 2026 (supersedes all prior versions)
Governing Law
England and Wales
PLEASE READ CAREFULLY
These Terms of Service ("Terms") form a legally binding contract between you and ALYGN MEDIA LTD. By accessing or using ALYGN's services, submitting a brief or profile, or engaging with any part of ALYGN's platform or operations, you confirm that you have read, understood and agreed to these Terms. If you do not agree, do not use the Services. If you are acting on behalf of a company or organisation, you represent that you have authority to bind that entity
1 Definitions
In these Terms, the following words and expressions have the meanings set out below:
Term
Meaning
ALYGN / we / us / our
ALYGN MEDIA LTD, a company registered in England and Wales (Company No: 16669971).
Client
Any business, brand or organisation that engages ALYGN to source creative talent and manage production.
Creative
Any freelance individual or team sourced, onboarded, matched or deployed by ALYGN.
Services
All services provided by ALYGN, including talent sourcing, production management, project delivery, AI-assisted team matching and any associated platforms, tools or communications.
Brief
A project specification submitted by a Client describing the scope, requirements, deliverables, timeline and budget of a proposed engagement.
Deliverables
The creative work, assets or outputs produced by a Creative pursuant to a Project.
Project
An engagement between ALYGN, a Client and one or more Creatives, governed by a Project Agreement.
Project Agreement
The written agreement (which may reference these Terms) setting out the specific commercial terms for a Project, including fees, deliverables, timelines, IP ownership and payment schedule.
ALYGN Intelligence
ALYGN's proprietary AI-assisted team matching and shortlisting system.
Profile
The information submitted by a Creative to ALYGN, including skills, portfolio, availability and day rate, used for matching and onboarding.
Fees
Amounts payable to ALYGN by Clients pursuant to a Project Agreement.
Confidential Information
Any non-public business, technical or financial information disclosed by one party to the other in connection with these Terms or a Project.
Intellectual Property
All patents, copyright, design rights, trade marks, trade secrets, know-how and other intellectual property rights, whether registered or unregistered.
2 Scope of Services
ALYGN provides a managed creative production service. Specifically, ALYGN:
sources, vets and onboards senior freelance creative talent;
receives Briefs from Clients, assembles appropriate teams and manages end-to-end production;
contracts directly with both Clients and Creatives — Clients contract with ALYGN for the delivery of Services, and ALYGN separately engages Creatives to fulfil project requirements;
uses ALYGN Intelligence to assist with team matching and shortlisting, subject to human review before any recommendation is communicated to a Client; and
acts as the single point of accountability for project delivery.
Important — ALYGN's Contractual Position
ALYGN contracts directly with Clients for the delivery of Services and separately with Creatives for the provision of their skills and output. ALYGN is not an employment agency, a staffing agency or a labour provider. Creatives engaged through ALYGN are independent contractors and are not employees, workers or agents of ALYGN or of any Client unless separately and expressly agreed in writing. Nothing in these Terms creates an employment, worker, partnership or joint venture relationship.
3 Eligibility & Acceptance
a. Eligibility. You must be 18 or over and have legal capacity to enter into binding contracts. The Services are intended for businesses and professionals. ALYGN does not knowingly provide Services to individuals under 18.
b. Authority. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity and that entity accepts these Terms.
c. Acceptance. You accept these Terms by: (i) signing a Project Agreement or engagement letter that references these Terms; (ii) submitting a Brief or Profile to ALYGN; (iii) using ALYGN's services or platform in any manner; or (iv) ticking an acceptance checkbox where presented. Acceptance constitutes a legally binding agreement.
4 Client Obligations
Each Client agrees to:
submit accurate, complete and timely Briefs, including all material requirements, constraints and budget parameters;
provide ALYGN with all information, approvals and materials reasonably required to deliver the Services on schedule;
designate an authorised point of contact with authority to approve deliverables and instructions;
pay all Fees in accordance with the applicable Project Agreement and clause 7 of these Terms;
not approach, solicit or directly engage any Creative introduced or matched by ALYGN for a period of 12 months following the conclusion of the relevant Project, except through ALYGN or with ALYGN's prior written consent (see clause 11 — Non-Solicitation);
treat all Creatives with respect and in accordance with applicable law; and
comply with all applicable laws in connection with the Services and the use of Deliverables.
5 Creative Obligations
Each Creative agrees to:
maintain a complete, accurate and up-to-date Profile, including availability, day rate and portfolio content;
warrant that all Profile content and portfolio materials are their own work (or that they hold appropriate licences) and do not infringe any third-party rights;
deliver agreed outputs to the standard, specification and timeline set out in the applicable Project Agreement;
maintain professional standards of conduct in all dealings with ALYGN and Clients;
keep confidential all Client materials, Briefs and project information (see clause 9 — Confidentiality);
hold any licences, registrations or insurances required to perform the services they are engaged to provide;
not accept direct engagements from Clients introduced through ALYGN for a period of 12 months following the conclusion of the relevant Project, except through ALYGN or with ALYGN's prior written consent (see clause 11 — Non-Solicitation); and
comply with all applicable laws, including in relation to tax, right to work and IR35 where applicable.
IR35 / Off-Payroll Working
ALYGN engages Creatives as independent contractors. Each Creative is responsible for their own tax affairs, National Insurance and compliance with the off-payroll working rules (IR35). ALYGN does not provide tax advice. Creatives should take independent professional advice if they are unsure of their status or obligations.
6 Project Agreements & Delivery
a. Project Agreements. Each Project will be governed by a Project Agreement setting out the specific scope, deliverables, timeline, fees and payment schedule. In the event of any conflict between a Project Agreement and these Terms, the Project Agreement shall prevail in respect of that Project.
b. Changes to Scope. Any changes to the agreed scope, deliverables or timeline must be agreed in writing between ALYGN and the Client before work on the changed scope commences. ALYGN reserves the right to adjust Fees to reflect any agreed change in scope.
c. Approval & Sign-Off. Clients must review and approve or request revisions to Deliverables within the timeframe specified in the Project Agreement. Where no timeframe is specified, approval is deemed given after 5 business days of delivery unless written objections are raised. Approved Deliverables are final.
d. ALYGN's Role. ALYGN takes end-to-end responsibility for managing project delivery, including assembling the team, coordinating production and managing the relationship with Creatives. Clients deal primarily with ALYGN as the single point of accountability.
e. Subcontracting. ALYGN may engage Creatives and other suppliers as independent contractors to fulfil project requirements. ALYGN remains responsible to the Client for delivery in accordance with the Project Agreement.
7 Fees, Payment & Taxes
a. Fees. The Fees payable for each Project are set out in the applicable Project Agreement. Fees are quoted exclusive of VAT unless otherwise stated. VAT (or any applicable equivalent tax) will be charged at the prevailing rate where applicable.
b. Invoicing & Payment Terms. ALYGN will invoice Clients in accordance with the payment schedule in the Project Agreement. Unless otherwise agreed, invoices are due and payable within 14 days of the invoice date. Time for payment is of the essence.
c. Late Payment. Without prejudice to any other right or remedy, ALYGN reserves the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, calculated from the due date until the date of actual payment. ALYGN may also suspend Services where payment is overdue by more than 14 days.
d. Non-Refundable Fees. Unless otherwise expressly agreed in writing or required by law, all Fees paid to ALYGN are non-refundable. This does not affect a Client's rights in respect of any material failure by ALYGN to deliver the agreed Services.
e. Payment to Creatives. ALYGN is responsible for paying Creatives in accordance with their engagement terms. ALYGN's payment obligations to Creatives are independent of, and not conditional upon, receipt of payment from Clients, unless otherwise expressly agreed in a Project Agreement.
f. Payment Processing. ALYGN uses third-party providers (including Xero and Revolut Business) to process payments and manage accounting. By engaging ALYGN's Services, you authorise ALYGN to use such providers for payment-related processing.
g. Taxes. Each party is responsible for all taxes arising from their own receipt of income or payments. ALYGN will charge and remit taxes (including VAT) where legally required to do so.
8 Intellectual Property
a. ALYGN IP. All Intellectual Property rights in ALYGN's platform, systems, processes, tools, ALYGN Intelligence and associated materials (including any pre-existing works) are and remain the exclusive property of ALYGN or its licensors. Nothing in these Terms grants you any rights in ALYGN's own Intellectual Property except as expressly stated.
b. Creative IP in Profiles. Creatives retain all Intellectual Property rights in their portfolio content and Profile materials. By submitting Profile content to ALYGN, Creatives grant ALYGN a non-exclusive, royalty-free, worldwide licence to use, store, reproduce and display such content for the purpose of providing the Services (including presenting portfolios to Clients for matching purposes). This licence continues until the Creative withdraws consent or removes their Profile.
c. Deliverables — Default Position. Unless the Project Agreement expressly provides for an assignment of copyright or other Intellectual Property rights, Creatives retain all copyright and Intellectual Property rights in Deliverables upon creation and grant the Client a non-exclusive licence to use the Deliverables for the purposes agreed in the Project Agreement.
d. Assignment of Deliverables. Where a Project Agreement provides for the full assignment of Intellectual Property in Deliverables to the Client, such assignment takes effect upon ALYGN's receipt of full payment of all Fees due in respect of that Project. Until such time, the Creative retains ownership and ALYGN grants the Client a limited licence to use the Deliverables.
e. Moral Rights. Creatives may assert or waive moral rights (including the right of attribution) as expressly agreed in the Project Agreement. In the absence of agreement, moral rights are not waived.
f. Client IP. Clients retain all Intellectual Property rights in their Briefs, brand assets and background materials provided to ALYGN. Clients grant ALYGN and the relevant Creative a limited licence to use such materials solely for the purpose of delivering the Project.
9 Confidentiality
a. Obligations. Each party agrees to keep confidential all Confidential Information received from the other party and to use such information only for the purposes of performing its obligations or exercising its rights under these Terms or the applicable Project Agreement.
b. Standard of Care. Each party shall protect the other's Confidential Information using the same degree of care it applies to its own confidential information of a similar nature, and in any event no less than reasonable care.
c. Permitted Disclosure. A party may disclose Confidential Information: (i) to its employees, contractors or professional advisers who need to know it for the purposes of the Project and who are bound by equivalent confidentiality obligations; or (ii) where required by applicable law, court order or regulatory authority, provided that (where permitted) the disclosing party gives the other party as much advance notice as reasonably practicable.
d. Exclusions. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was already known to the receiving party free of restriction; (iii) is independently developed by the receiving party without reference to the Confidential Information; or (iv) is received from a third party entitled to disclose it.
e. Survival. Confidentiality obligations survive termination or expiry of these Terms or any Project Agreement for a period of 3 years.
10 Data Protection & Privacy
ALYGN processes personal data in connection with the provision of the Services. The collection, use, retention and transfer of personal data is governed by ALYGN's Privacy Policy, which forms part of these Terms and is available at hello@alygnmedia.com on request.
a. Data Controller. ALYGN MEDIA LTD is the data controller in respect of personal data processed in connection with the Services. Joint controller responsibilities are held by Oscar Goldblatt and Lucy [Surname], Directors.
b. Legal Bases. ALYGN processes personal data on the following legal bases: performance of contract; legitimate interests (including for talent matching and operational CRM); legal obligation; and, where required, consent. Legitimate interests assessments are documented internally.
c. ALYGN Intelligence & Automated Processing. ALYGN Intelligence uses AI-assisted scoring and shortlisting to assist with matching Creatives to Briefs. All AI-generated recommendations are subject to human review before being communicated to Clients. Where automated processing significantly influences a decision affecting a Creative, that Creative has the right to: (i) request meaningful information about the logic and likely consequences of that processing; (ii) request human review of the decision; and (iii) object to the decision. Requests should be sent to hello@alygnmedia.com.
d. Data Subject Rights. Data subjects have rights under the UK GDPR including access, rectification, erasure, restriction, portability, and the right to object. To exercise these rights, contact hello@alygnmedia.com.
e. Processors & Transfers. ALYGN uses third-party processors including Airtable, Google Workspace and Framer, all of which are subject to appropriate data processing agreements. International transfers are governed by UK-approved transfer mechanisms (IDTAs or UK Addendum to EU SCCs) where applicable.
f. Client Obligations. Where Clients share personal data about their own personnel or contacts with ALYGN for the purpose of project delivery, Clients warrant that they have a lawful basis for doing so and that such sharing complies with applicable data protection law.
11 Non-Solicitation
In consideration of ALYGN's investment in sourcing, vetting and matching Creatives, both Clients and Creatives agree as follows:
a. Client Restriction. A Client shall not, without ALYGN's prior written consent, directly approach, solicit, engage or contract with any Creative introduced or matched to the Client by ALYGN, other than through ALYGN, for a period of 12 months following the later of: (i) the end of the relevant Project; or (ii) the date of the Creative's introduction.
b. Creative Restriction. A Creative shall not, without ALYGN's prior written consent, directly approach, solicit or accept direct engagement from any Client for whom the Creative has been matched or for whom the Creative has performed work through ALYGN, for a period of 12 months following the conclusion of the relevant Project.
c. Referral Fee in Lieu. Where a Client or Creative wishes to engage directly in circumstances that would otherwise breach this clause, ALYGN may, at its discretion, agree to waive the restriction in exchange for a referral or introduction fee to be agreed in writing. The absence of such an agreement does not waive ALYGN's right to enforce this clause.
d. Reasonableness. The parties acknowledge that the restrictions in this clause are reasonable, necessary to protect ALYGN's legitimate business interests, and proportionate given the nature of ALYGN's services.
Breach of Non-Solicitation
Breach of this clause may result in a claim for damages and/or an account of profits representing the value of the work directly engaged outside of ALYGN. ALYGN reserves the right to seek injunctive relief or other equitable remedies without prejudice to any other right or remedy.
12 Warranties & Disclaimers
a. ALYGN's Warranties. ALYGN warrants that: (i) it has the right and authority to enter into these Terms; (ii) it will perform the Services with reasonable skill and care; and (iii) it will use reasonable endeavours to deliver Projects in accordance with agreed timelines and specifications.
b. Client Warranties. Each Client warrants that: (i) it has the right and authority to enter into these Terms and any Project Agreement; (ii) its Brief and any materials it provides do not infringe any third-party rights; and (iii) it will use Deliverables only in accordance with these Terms and the applicable licence or assignment.
c. Creative Warranties. Each Creative warrants that: (i) they have the right and authority to enter into their engagement with ALYGN; (ii) their Profile, portfolio and Deliverables are their own work and do not infringe any third-party rights; (iii) they hold any licences or qualifications required to perform the engaged services; and (iv) they are entitled to work in the United Kingdom in connection with the engagement.
d. No Guarantee of Outcome. ALYGN uses reasonable endeavours to match Clients with suitable Creatives, but does not guarantee any specific project outcome, the availability of any particular Creative, or the suitability of any match for a Client's purpose.
e. Disclaimer. Save as expressly stated in these Terms, and to the fullest extent permitted by applicable law, ALYGN excludes all representations, warranties and conditions, whether express or implied, including as to fitness for purpose, merchantability, accuracy, completeness or non-infringement.
13 Limitation of Liability
a. Cap on Liability. ALYGN's total aggregate liability to any party arising out of or in connection with these Terms or any Project Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total Fees actually paid to ALYGN by that party in the 12 months immediately preceding the event giving rise to the claim, or £5,000, whichever is greater.
b. Exclusion of Consequential Loss. ALYGN shall not be liable for: (i) loss of profit; (ii) loss of revenue; (iii) loss of business or contracts; (iv) loss of anticipated savings; (v) loss of data; (vi) loss of goodwill or reputation; or (vii) any indirect, incidental, special, consequential or punitive damages, in each case whether or not ALYGN had been advised of the possibility of such loss.
c. Exceptions. Nothing in these Terms limits or excludes liability for: (i) death or personal injury caused by ALYGN's negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited by applicable law; or (iv) any liability under the Consumer Rights Act 2015 to the extent applicable.
d. Mitigation. Each party has a duty to take reasonable steps to mitigate any loss suffered in connection with these Terms.
14 Indemnity
You agree to indemnify, defend and hold harmless ALYGN, its directors, officers, employees and contractors from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising from:
your breach of these Terms or any Project Agreement;
your misuse of the Services or ALYGN's systems;
any content, materials or information you submit that infringes a third party's Intellectual Property rights or is unlawful, defamatory or inaccurate;
your breach of applicable law, including data protection and tax law; or
any direct engagement entered into in breach of the non-solicitation provisions at clause 11.
15 Suspension & Termination
a. Termination by ALYGN. ALYGN may suspend or terminate your access to the Services, or terminate any Project Agreement with immediate effect by written notice, if: (i) you commit a material breach of these Terms or a Project Agreement that is incapable of remedy, or that you fail to remedy within 14 days of written notice; (ii) you engage in fraudulent, illegal or abusive conduct; (iii) you are subject to an insolvency event (including entering administration, liquidation or receivership); or (iv) ALYGN is required to do so by law or regulatory authority.
b. Termination by a Party for Convenience. Either party may terminate a Project Agreement for convenience on 30 days' written notice, subject to payment of all Fees accrued or reasonably incurred up to the date of termination, plus any committed third-party costs that cannot reasonably be recovered.
c. Effect of Termination. On termination: (i) all outstanding Fees become immediately due and payable; (ii) each party shall promptly return or destroy the other's Confidential Information (subject to any legal retention obligations); (iii) any licences granted under these Terms that were conditional on payment shall be revoked if full payment has not been received; and (iv) provisions that by their nature should survive termination (including clauses 8, 9, 11, 13, 14, 17 and 18) shall continue in force.
d. Accrued Rights. Termination does not affect any accrued rights or remedies of either party.
16 Force Majeure
Neither party shall be in breach of these Terms or liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control, including acts of God, pandemic, government action, war, civil unrest, fire, flood, industrial dispute (other than by its own employees) or failure of third-party services or infrastructure. The affected party must notify the other promptly and take reasonable steps to mitigate the impact. If a force majeure event continues for more than 30 days, either party may terminate the affected Project Agreement on written notice without liability, subject to payment of Fees for work already completed.
17 Governing Law & Dispute Resolution
a. Governing Law. These Terms and any Project Agreement, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the law of England and Wales.
b. Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales to settle any dispute arising out of or in connection with these Terms or any Project Agreement, except that ALYGN may bring proceedings in any jurisdiction necessary to protect its Intellectual Property rights, enforce payment, or seek urgent injunctive or other equitable relief.
c. Good Faith Resolution. Before commencing formal proceedings (other than for urgent interlocutory relief), the parties agree to attempt to resolve any dispute in good faith through escalation to a senior representative of each party within 14 days of written notice of the dispute.
18 Changes to These Terms
a. Updates. ALYGN may update these Terms from time to time to reflect changes in law, business operations or services. The current version will always be available on request from hello@alygnmedia.com.
b. Material Changes. For material changes, ALYGN will provide at least 14 days' advance notice by email or written notice. Continued use of the Services after the effective date of a material change constitutes acceptance of the updated Terms.
c. Existing Projects. Changes to these Terms do not affect the terms of any Project Agreement that has already been signed and is in force at the date of the change, unless otherwise agreed in writing.
19 General
a. Entire Agreement. These Terms, together with any Project Agreement, ALYGN's Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between the parties in respect of the Services and supersede all prior representations, negotiations, understandings and agreements relating to the same subject matter.
b. 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 modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remaining provisions of these Terms shall continue in full force and effect.
c. Waiver. No failure or delay by ALYGN in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver is only effective if given in writing.
d. Assignment. You may not assign, transfer, subcontract or deal in any other manner with any of your rights or obligations under these Terms without ALYGN's prior written consent. ALYGN may assign or novate these Terms in connection with a corporate reorganisation, merger, acquisition or sale of all or substantially all of its assets, on notice to you.
e. Notices. Notices under these Terms must be in writing and delivered by email (with confirmation of receipt) or by recorded post to the addresses set out in the Project Agreement or to hello@alygnmedia.com. Notices are effective on receipt.
f. No Third-Party Rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, unless expressly stated.
g. Relationship of Parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, employment or agency relationship between the parties.
h. Counterparts. Project Agreements may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. Electronic signatures are valid and binding.
20 Contact & Notices
General enquiries
hello@alygnmedia.com
Legal / contract matters
hello@alygnmedia.com — marked 'Legal'
Data protection / privacy
hello@alygnmedia.com — marked 'Data Protection' (Data Protection Lead: Oscar Goldblatt)
Billing / invoicing
hello@alygnmedia.com — marked 'Finance'
Registered address
ALYGN MEDIA LTD, London, England
Company number
16669971
Version Control & Approval
Version
2.0
Effective Date
13th April 2026
Prepared by
Oscar Goldblatt & Lucy Spalding— ALYGN MEDIA LTD
Supersedes
Terms of Service v1.0 dated 13 November 2025
Next Review
April 2027 or upon material change to business operations
© 2026 ALYGN. All rights reserved. London, UK