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Hermes Digital legal

Terms & Conditions of Business

Effective Date: 1st October 2024

1. Purpose and Acceptance of Terms

  1. By clicking to confirm your acceptance of these Terms and Conditions of Business ("Terms"), you agree to be bound by these Terms, which govern your relationship with Hermes Digital Limited ("Company", "we", "us", or "our") and your use of our services.
  2. If you disagree with these Terms, discontinue use of our website and services immediately.
  3. We reserve the right to modify these Terms at any time, with changes taking effect immediately upon posting on our website.

2. Definitions

  1. "Services" means all digital marketing, consulting, and related services provided by the Company.
  2. "Client" or "Customer" means any individual or entity that purchases or uses our Services.
  3. "Agreement" means these Terms together with any additional terms, service specifications, or contracts agreed between the parties.
  4. "Intellectual Property" includes all copyrights, trademarks, patents, trade secrets, and other proprietary rights.

3. Service Ordering and Acceptance

  1. All orders for Services are subject to acceptance by the Company in its sole discretion.
  2. A contract is formed when we send written confirmation of your order or commence provision of Services, whichever occurs first.
  3. Service specifications, timelines, and deliverables will be detailed in a separate Statement of Work or similar document.

4. Pricing and Payment Terms

  1. All prices are quoted in British Pounds Sterling (GBP) and are exclusive of applicable taxes unless otherwise stated.
  2. Payment terms are Net 30 days from invoice date unless otherwise specified in writing.
  3. Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
  4. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.

5. Client Obligations

  1. You agree to provide accurate, complete, and timely information necessary for the provision of Services.
  2. You will cooperate with us and respond promptly to reasonable requests for information or feedback.
  3. You warrant that all materials, content, and information provided to us do not infringe any third-party rights.
  4. You are responsible for maintaining the confidentiality of any login credentials or access information we provide.

6. Service Performance and Standards

  1. We will perform Services with reasonable care and skill in accordance with generally accepted industry standards.
  2. Time estimates are approximate and not guaranteed unless expressly agreed in writing as firm deadlines.
  3. We reserve the right to subcontract any portion of the Services to qualified third parties.

7. Intellectual Property Rights

  1. All pre-existing intellectual property remains the property of its respective owner.
  2. Work product created specifically for you under our Services will be owned by you upon full payment, subject to our retained rights in methodologies, processes, and general know-how.
  3. You grant us a limited license to use your trademarks and materials solely for the purpose of providing Services.
  4. We retain ownership of all proprietary tools, methodologies, and processes used in delivering Services.

8. Confidentiality

  1. Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the course of our relationship.
  2. This obligation survives termination of these Terms and continues for a period of five (5) years.
  3. Confidential information does not include information that is publicly available or independently developed.

9. Warranties and Disclaimers

  1. We warrant that Services will be performed in a professional and workmanlike manner.
  2. Except as expressly stated herein, all services are provided "as is" without warranty of any kind, either express or implied.
  3. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.
  4. We do not guarantee specific results, outcomes, or performance metrics from our Services.

10. Limitation of Liability

  1. Our total liability for any claims arising from or related to these terms or our services shall not exceed the amount paid by you for services in the twelve (12) months preceding the claim.
  2. In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages.
  3. These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.

11. Indemnification

  1. You agree to indemnify and hold us harmless from any claims, damages, or expenses arising from your use of our Services or breach of these Terms.
  2. This includes reasonable attorneys' fees and costs incurred in defending against such claims.
  3. We will promptly notify you of any such claims and cooperate in the defense thereof.

12. Termination

  1. Either party may terminate this Agreement with thirty (30) days written notice.
  2. We may terminate immediately if you breach these Terms or fail to pay amounts due.
  3. Upon termination, you remain liable for all charges incurred prior to termination.
  4. Sections relating to payment, intellectual property, confidentiality, and limitation of liability survive termination.

13. Force Majeure

  1. Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control.
  2. This includes acts of God, government actions, war, terrorism, pandemic, or other unforeseeable events.
  3. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

14. Data Protection and Privacy

  1. We process personal data in accordance with our Privacy Policy and applicable data protection laws.
  2. You warrant that you have obtained all necessary consents for any personal data you provide to us.
  3. Both parties will comply with their respective obligations under the General Data Protection Regulation (GDPR) and other applicable privacy laws.

15. Governing Law and Jurisdiction

  1. These Terms are governed by and construed in accordance with the laws of England and Wales.
  2. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
  3. Each party irrevocably submits to such jurisdiction and waives any objection to venue.

16. Dispute Resolution

  1. Before initiating formal proceedings, parties agree to attempt good faith negotiations to resolve disputes.
  2. If direct negotiations fail, disputes may be referred to mediation before an agreed mediator.
  3. Nothing in this clause prevents either party from seeking urgent injunctive relief when necessary.

17. Severability and Waiver

  1. If any provision of these Terms is found to be unenforceable, the remainder shall remain in full force and effect.
  2. No waiver of any breach shall constitute a waiver of any other breach or of the provision itself.
  3. All waivers must be in writing and signed by the waiving party.

18. Entire Agreement and Modifications

  1. These Terms, together with any referenced documents, constitute the entire agreement between the parties.
  2. No oral modifications or amendments are valid; all changes must be in writing and signed by both parties.
  3. These Terms supersede all prior negotiations, representations, or agreements relating to the subject matter.

19. Contact Information and Updates

  1. For questions regarding these Terms, please contact us using our contact page.
  2. We may update these Terms periodically, and the current version will always be available on our website.
  3. Continued use of our Services after any changes constitutes acceptance of the modified Terms.

Last updated: 1st October 2024