Terms & Conditions

1. Application and entire agreement

These Terms and Conditions apply to the provision of services detailed in our quotation ("Services") by So Digital Consulting, represented by Sofie Moulin, located in London, SW15 ("we," "us," or "Service Provider"), to the party purchasing the services ("you" or "Customer").

You accept these Terms and Conditions when you accept our quotation or from the date when any part of the Services is performed, whichever occurs earlier. These Terms and Conditions, together with our quotation, form the entire agreement between us ("Contract").

You acknowledge that you have not relied on any statements, promises, or representations not contained in these Terms and Conditions. These Terms and Conditions apply exclusively, superseding any other terms you may seek to impose or incorporate, or which may be implied by trade, custom, practice, or course of dealing.

2. Interpretation

A "business day" is defined as any day other than a Saturday, Sunday, or bank holiday in England and Wales. Headings in these Terms and Conditions are for convenience only and do not affect their interpretation. Words in the singular include the plural and vice versa.

3. Services

We warrant to perform the Services with reasonable care and skill in accordance with the quotation, including any specifications, in all material aspects. We reserve the right to amend the Services to comply with applicable law or safety requirements and will notify you if this becomes necessary.

While we strive to complete the Services within the timeframes outlined in the quotation, time is not of the essence. These Terms and Conditions apply to any goods provided along with the Services unless otherwise specified.

4. Your obligations

You are responsible for obtaining any required permissions, consents, or licences and must provide us with all relevant information, materials, and access necessary for us to deliver the Services.

Failure to comply with this clause will entitle us to terminate the Services. We will not be held liable for any delays or failures caused by your non-compliance.

5. Fees and Initial Payment (Deposit)

The cost ("Charges") for the Services is outlined in the initial quote and calculated on the basis of time and materials utilised. We are also entitled to recoup any justifiable out-of-pocket expenses, third-party service charges, and the cost of necessary materials for service delivery.

Non-payment of the initial payment ("Initial Payment") as outlined in the quote grants us the right to either suspend the Services or nullify the Agreement. Except when the failure to deliver Services lies with us, the Initial Payment is not refundable.

In addition to the Charges, you shall be liable for a) justifiable out-of-pocket expenses such as travel, accommodation, meals and other incidental costs, b) third-party service charges essential for the delivery of Services, and c) the cost of materials necessary for the Services.

For any supplementary services provided by us not enumerated in the quote, you will be billed according to our applicable hourly rate at the time of service provision, or any other rate mutually agreed upon. The terms stated in Clause 5.1 will extend to these additional services.

The stated Charges are exclusive of Value Added Tax (VAT) or any other taxes, fees or levies imposed by relevant authorities

An Initial Payment, as detailed in the quote, is required upon acceptance of the quote. Except in instances where we are responsible for failing to deliver the Services, this Initial Payment is non-refundable.

6. Cancellation and amendment

We can withdraw or amend a quotation within 1 day from the date of issuance if it has not been accepted by you. Amendments to the Services must be communicated in writing and may result in additional costs, which will be added to the Fees.

7. Payment

You must pay all Fees within 30 days from the invoice date unless otherwise agreed in writing. Late payments will incur interest at a rate of 5% per annum above the Bank of England's base rate. In the event of a failure to make timely payment, you will be responsible for covering the costs associated with debt collection, typically amounting to approximately 20% of the outstanding invoice, with the exact percentage varying based on the age of the invoice. While payments may be conducted in currencies other than British Pounds (GBP), the final amount due will be converted and collected in GBP at the prevailing exchange rate. Any associated currency exchange costs or fees shall be borne solely by the client. All payments must be made in British Pounds unless otherwise agreed in writing.

8. Sub-Contracting and assignment

We may at any time assign, transfer, or subcontract our obligations under these Terms and Conditions. You may not do the same without our prior written consent.

9. Termination

We may terminate the Services immediately under various conditions, including your failure to make payments or your insolvency and/or if you:
1. commit a material breach of your obligations under these Terms and Conditions; or
2. fail to make pay any amount due under the Contract on the due date for payment; or
3. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
4. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
5. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

10. Intellectual property

All intellectual property rights related to goods and Services remain with us. Infringements will be acted upon.

11. Liability and indemnity

Our liability is limited as outlined in this section, including a total liability capped at the amount of Fees paid by you. You agree to indemnify us against certain damages and expenses.
The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the
Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
1. any indirect, special or consequential loss, damage, costs, or expenses or;
2. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
3. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
4. any losses caused directly or indirectly by any failure or breach in relation to your obligations; or
5. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

12. Data Protection

Both parties must comply with the applicable data protection laws, with specific roles as data controller and data processor as defined in the GDPR.
When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.
The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.
The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the
Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or any third party's purposes.
The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.
The Service Provider shall implement and maintain technical and organisational security measures as required to protect Personal Data Processed by the Service Provider on behalf of the Customer.
Further information about the Service Provider's approach to data protection is specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email info@sodigitalconsulting.com.

13. Circumstances beyond a party's control

Neither party is liable for delays or failures due to circumstances beyond their reasonable control. Either party may terminate the Contract if such delays continue for more than 90 days. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

14. Communications

All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

Notices shall be deemed to have been duly given:
1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
2. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
3. on the fifth business day following mailing, if mailed by national ordinary mail; or
4. on the tenth business day following mailing, if mailed by airmail.
All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

15. No waiver

Neither any failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

17. Law and jurisdiction

This Contract is to be construed and administered in accordance with the laws of England and Wales. Any disputes or claims, whether contractual or non-contractual, that emerge under the purview of this Contract shall fall under the exclusive jurisdiction of the courts of England and Wales.