These Terms and Conditions (“T&Cs”) form a legally binding agreement between TORVIT (“We,” “Us,” “Our,” or “the Company”) and the client (“You” 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 the fees set out in the applicable proposal, quotation, Agreement or invoice in full and on time.
2.2. Payments are due by the date stated on the invoice unless otherwise agreed in writing. Overdue sums may be subject to statutory interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998.
2.3. Where payment remains outstanding for more than 30 days, TORVIT may suspend Services without liability until the account is brought up to date. Suspension does not affect your obligation to pay any outstanding sums.
2.4. Third-party costs, including domains, software, printing and advertising spend, are your responsibility unless expressly included
within the agreed fees.
2.5. Fees for one-off Projects apply only to the agreed scope, deliverables and requirements set out in the applicable proposal, quotation or Agreement. Work requested outside that scope may be quoted and charged separately at TORVIT’s then-current rates or another fee agreed in writing.
2.6. Fees for ongoing Services, including marketing, consulting, hosting and maintenance, will be invoiced at the agreed intervals. Unless otherwise agreed in writing, the agreed fees will apply for the first 12 months, provided the Services remain within the agreed scope.
2.7. After the initial 12-month period, TORVIT may review and increase fees for ongoing Services by giving at least 30 days’ written notice. Revised fees will apply only from the effective date stated in that notice and will not apply retrospectively.
2.8. Changes or additions to the agreed scope of ongoing Services may be charged separately at any time, including during the initial 12-month period. Additional third-party costs may also be charged where applicable.
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 hold TORVIT responsible for missed deadlines or project delays.
3.3. In the event of delays caused by you, 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, GDPR, 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 beyond the scope of the initial agreement will be billed at an hourly rate, as outlined in the project proposal.
5.2. Any changes to the project scope must be communicated in writing and may result in changes to project timelines and costs.
6. Termination
6.1. Either party may terminate this agreement upon 30 days’ written notice.
6.2. In the event of early termination by you, TORVIT is 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, repeated failure to provide materials, refusal to engage in agreed review processes, or abusive behaviour or communication by the Client.
6.4. Upon termination, all rights to the work provided by TORVIT Digital, including intellectual property, remain with TORVIT Digital unless otherwise agreed in writing.
6.5. Deposits and retainers paid to TORVIT by the Client are non-refundable
6.6. In the event that a project or session is cancelled or rescheduled by the Client during an advance payment period, being the period between the payment due date and the scheduled session or project delivery date, any advance payment made shall be non-refundable and retained in full by TORVIT.
6.7. Should the Client terminate any agreement early, the Client is held liable for any early cancellation fees incurred by TORVIT as a result of or associated with the termination of the Client’s agreement.
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, and TORVIT has received all payments related to the associated work in full.
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. Notwithstanding transference of intellectual property rights, TORVIT retains rights setout in clause 7.4 and 7.5.
7.4. TORVIT reserves the irrevocable right to showcase any work produced for the Client in portfolios, case studies, and promotional materials, unlessexpressly restricted by a separate agreement.
7.5. TORVIT reserves the irrevocable right to reuse underlying concepts, strategies, tactics, techniques, code, and know-how and other intellectual property infuture projects.
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, inline with industry standards.
9.2. TORVIT does 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 consequentialdamages arising from the use or performance of services, including loss of data, profit, or business.
9.4. Inno 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.
10.3. Noclaim may be brought more than 12 months after the event giving rise to the claim
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; cyberattacks; strikes; market behaviour; government action; algorithm changes; or hosting, third-party, server, or internet outages.
12. Amendments and Modifications
12.1. TORVIT reserves the right to amend these terms and conditions at anytime. You will be notified of any changes, and continued use of our services will constitute acceptance 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 in writing by both parties.
