These Terms and Conditions (“T&Cs”) form a legally binding agreement between TORVIT (“We,” “Us,” “Our,” or “the Company”) and the client (“You”, ”Your” or “the Client”). By engaging our services, you acknowledge and agree to the following terms and conditions.
1. Agreement and Scope of Services
1.1. TORVIT agrees to provide the services as outlined in the signed proposal or contract, including but not limited to branding, website development, digital marketing, media, and design and print services.
1.2. The specific scope of services, deliverables, and timelines will be defined in the project proposal or Statement of Work (“SOW”), which is part of this agreement.
1.3. Any additional services or changes to the agreed-upon scope will require written confirmation and may result in additional fees.
2. Fees and Payments
2.1. You agree to pay all fees outlined in the proposal or invoice in full and by the due date specified.
2.2. Payments are due within 14 days from the date of the invoice unless otherwise agreed in writing. Late payments may incur interest charges at a rate of 1.5% per month, compounded monthly.
2.3. Non-payment after 30 days may result in the suspension of services until the outstanding balance is settled.
2.4. Any third-party costs, including but not limited to domain registration and paid advertising, are the responsibility of the Client unless explicitly included within the proposal.
2.5. Hosting fees are billed on an annual basis, with a minimum commitment of 365 days from the date of website launch. Hosting services cannot be cancelled prior to the completion of this 365-day period. Following this initial term, hosting services may be terminated by giving at least 30 days written notice before the end of each 365-day cycle.
2.6. Fees for ongoing services, such as digital marketing or retainer services, will be invoiced on a monthly basis or as otherwise specified in the proposal.
3. Project Timelines and Delays
3.1. TORVIT will endeavour to meet all agreed-upon deadlines; however, timelines may be affected by delays in receiving information or materials from the Client.
3.2. Any delay caused by your failure to provide necessary approvals, content, or feedback will not render TORVIT responsible for missed deadlines or project delays.
3.3 In the event of delays caused by the Client, additional charges may be applied to cover the cost of rescheduling resources.
4. Client Responsibilities
4.1. You agree to provide all content, materials, and information needed for the project in a timely manner.
4.2. You will review and approve deliverables promptly, and any revisions must be requested within the scope of the project.
4.3. You are responsible for ensuring that any content you provide to us does not violate copyright, trademark, or any other third-party rights.
4.4. You agree to indemnify and hold TORVIT harmless from any claims, damages, or legal actions related to the content you provide.
5. Revisions and Change Requests
5.1. Revisions or changes requested beyond the scope of the initial agreement outlined in the project proposal will be billed at an hourly rate of £75.00 per hour. The company will make the client aware if work will be classed as out-of-scope and subject to additional charges prior to the work’s commencement. The additional costs for this work will be invoiced separately following its completion.
5.2. Any changes to the project scope must be communicated in writing or email and may result in changes to project timelines and costs.
6. Termination
6.1. Either party may terminate this agreement by providing at least 30 days’ written notice.
6.2. In the event of early termination by the Client, TORVIT will be entitled to payment for all services rendered up to the date of termination.
6.3. TORVIT reserves the right to terminate the agreement immediately in the event of non-payment, breach of contract, or uncooperative behaviour by the Client.
6.4. Upon termination, all rights to the work provided by TORVIT, including intellectual property, remain the property of TORVIT unless otherwise agreed in writing.
7. Intellectual Property
7.1. All intellectual property created by TORVIT, including but not limited to designs, copy, strategies, code, or digital products, shall remain the sole property of TORVIT.
7.2. TORVIT retains full ownership of intellectual property rights for all work delivered to the Client unless otherwise agreed upon in a separate, written, and signed document by the owner of TORVIT.
7.3. Should intellectual property rights be transferred to the Client, this will occur only through an additional agreement, with clear terms of ownership outlined in a separately negotiated and signed document.
7.4. TORVIT reserves the right to showcase any work produced for the Client in portfolios or case studies unless expressly restricted by a separate agreement.
8. Confidentiality
8.1. Both parties agree to keep all confidential information shared during the course of the project strictly confidential.
8.2. TORVIT will not disclose your confidential information to third parties without prior written consent, except as required by law.
9. Warranties and Liability
9.1. TORVIT will perform all services with reasonable skill and care, in line with industry standards.
9.2. We do not guarantee specific results from digital marketing efforts, such as specific lead generation or revenue targets.
9.3. TORVIT is not liable for any indirect, incidental, or consequential damages arising from the use or performance of services, including loss of data, profit, or business.
9.4. In no event shall TORVIT’s liability exceed the total amount paid by the Client for services rendered under this agreement.
10. Dispute Resolution
10.1. In the event of a dispute, both parties agree to attempt resolution through good faith negotiation before pursuing formal legal action.
10.2. Any legal claims arising from this agreement shall be governed by the laws of the United Kingdom, and any proceedings shall be held in a court of competent jurisdiction within the UK.
11. Force Majeure
11.1. TORVIT shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to natural disasters, war, strikes, government action, power or internet outages.
12. Amendments and Modifications
12.1. TORVIT reserves the right to amend these terms and conditions at any time. You will be notified of any changes, and continued use of our services will constitute acceptance and agreement of the new terms.
13. Entire Agreement
13.1. This agreement constitutes the entire understanding between TORVIT and the Client. Any amendments must be agreed upon
by both parties. This updated clause ensures that intellectual property ownership and rights stay with TORVIT unless it is explicitly agreed, between the recipient (the Client) and an authorised entity on behalf of the intellectual property holders (owners of TORVIT), to transfer the intellectual property ownership and rights via a separate contract. Please contact TORVIT if you would like further clarification or adjustments!
