Terms & Conditions

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply unless the context otherwise requires:

"Agreement" means any service agreement, statement of work, project order, or formal contract entered into between the Company and the Client, incorporating or referencing these Terms and Conditions;

"Client" means the individual, company, organisation, or other legal entity that engages the Company to provide Services pursuant to an Agreement;

"Company" means FAVLORA MARKS LTD, registered in Scotland, with its registered office at 5 South Charlotte Street, Edinburgh, EH2 4AN, Scotland, United Kingdom;

"Confidential Information" means any information disclosed by either party to the other in connection with the Agreement that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature or the circumstances of its disclosure, including without limitation project briefs, technical specifications, pricing, business processes, client lists, and intellectual property;

"Deliverables" means the outputs, software, designs, documentation, reports, and other materials to be produced by the Company in the course of providing the Services, as specified in the relevant Agreement;

"Fees" means the charges payable by the Client to the Company for the Services as set out in the Agreement or applicable invoice;

"Force Majeure Event" means any event beyond the reasonable control of a party, including acts of God, natural disasters, war, civil unrest, government action, pandemic, failure of third-party utilities or internet infrastructure, or any other event that the affected party could not reasonably have foreseen or prevented;

"Intellectual Property Rights" means all patents, trade marks, registered designs, copyrights, database rights, trade secrets, know-how, and any other proprietary rights, whether registered or unregistered, throughout the world;

"Services" means the technology, design, software, streaming infrastructure, social platform, mobile application, cloud infrastructure, or other professional services to be provided by the Company as described in the relevant Agreement;

"Statement of Work" or "SOW" means a written document forming part of the Agreement that specifies the scope, timeline, Deliverables, and Fees applicable to a particular project or engagement phase;

"Third-Party Materials" means software libraries, frameworks, APIs, content, data, or other materials owned or licensed by a party other than the Company or the Client that are incorporated into or used in connection with the Services.

2. Basis of the Agreement

These Terms and Conditions ("Terms") apply to all Services provided by FAVLORA MARKS LTD to any Client. They shall be incorporated by reference into every Agreement entered into between the Company and a Client and shall apply to the exclusion of any terms and conditions submitted by the Client, unless the Company expressly agrees in writing to vary them.

No Agreement is formed until the Company provides written confirmation of acceptance of the Client's project brief or signed service agreement. Submission of an enquiry, fitting request form, or other initial communication by the Client does not constitute or create a contractual commitment on the part of the Company.

Where there is any conflict between these Terms and the specific provisions of a Statement of Work or bespoke service agreement, the specific provisions of that document shall prevail to the extent of the conflict, unless the parties agree otherwise in writing.

3. Scope of Services

The scope of the Services to be provided by the Company shall be as set out in the relevant Agreement or Statement of Work. The Company shall perform the Services with reasonable skill and care, in accordance with good industry practice applicable to the relevant service type, using appropriately qualified personnel.

The Company shall not be responsible for performing any service, task, or activity not expressly described in the agreed scope. If the Client requests additional work beyond the agreed scope during the course of an engagement, such additional work shall be subject to a separate written agreement or change order, and the Company shall not be obliged to commence such work until agreement on scope, timeline, and Fees has been reached in writing.

The Company reserves the right to determine the technical means and methods by which it delivers the Services, provided that such means and methods do not materially deviate from the agreed specification without the Client's prior written consent. The Company shall notify the Client promptly if it becomes aware of any material risk to the agreed timeline, specification, or quality of delivery.

4. Client Obligations

The Client shall cooperate with the Company and provide all information, access, materials, decisions, and approvals reasonably required by the Company to perform the Services in accordance with the agreed timeline. Specifically, the Client undertakes to:

• Provide a complete and accurate written brief describing the requirements, objectives, and constraints of the project prior to the commencement of work;
• Designate a named point of contact with authority to provide instructions, approvals, and decisions on behalf of the Client;
• Respond to requests for information, feedback, or approval within the timeframes specified in the Agreement or, where no timeframe is specified, within five working days;
• Provide access to any systems, platforms, credentials, or third-party services reasonably required for the Company to perform the Services;
• Ensure that any materials, data, or content provided by the Client to the Company do not infringe any third-party Intellectual Property Rights, are free from viruses or malware, and comply with applicable laws and regulations;
• Notify the Company promptly of any change in the Client's requirements, business context, or operational environment that may affect the Services;
• Pay all Fees in accordance with the payment terms set out in these Terms or the Agreement.

The Client acknowledges that delays or failures in fulfilling its obligations may affect the Company's ability to deliver the Services on time and to the agreed specification. Where Client delays cause additional cost or resource deployment by the Company, such additional costs shall be chargeable to the Client at the Company's then-current daily or hourly rate.

5. Fees, Invoicing, and Payment

5.1 Fee Structure

Fees for the Services shall be as specified in the Agreement. The Company operates under fixed-price engagement models (where the scope is fully defined and agreed in advance) and time-and-materials models (where the scope evolves iteratively). The applicable model shall be specified in the Agreement. Fixed-price quotations are valid for thirty calendar days from the date of issue, after which they may be revised by the Company.

5.2 Invoicing

Unless otherwise agreed in the Statement of Work, the Company shall issue invoices in accordance with the following standard schedule: a deposit invoice of thirty percent of the total estimated fee upon agreement signature; milestone invoices upon completion of agreed project phases; and a final invoice upon delivery and acceptance of the Deliverables. The Company reserves the right to issue invoices on different schedules where agreed in writing with the Client.

5.3 Payment Terms

All invoices are payable within fourteen calendar days of the invoice date unless an alternative payment period is agreed in writing. Payment shall be made in Pounds Sterling (GBP) by bank transfer to the account details specified on the invoice. The Company does not accept payment by cheque unless expressly agreed in advance.

5.4 Late Payment

If the Client fails to pay any invoice by the due date, the Company reserves the right to: charge interest on the overdue amount at the rate of eight percent per annum above the Bank of England base rate, calculated on a daily basis from the due date until the date of actual payment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; suspend performance of the Services until payment is received in full; and recover reasonable debt collection costs incurred in pursuing the overdue amount.

5.5 Expenses

Reasonable out-of-pocket expenses incurred by the Company in performing the Services, including travel, accommodation, third-party software licences, and infrastructure costs directly attributable to the project, shall be charged to the Client at cost, subject to prior approval where the expense exceeds a threshold to be specified in the Agreement. All expenses will be itemised on invoices and supported by receipts where requested.

5.6 Taxes

All Fees quoted are exclusive of Value Added Tax (VAT) unless expressly stated otherwise. Where applicable, VAT will be charged at the prevailing UK rate and included on the invoice. The Client is responsible for any other taxes, duties, or levies applicable in the Client's jurisdiction in connection with the Services.

6. Intellectual Property Ownership

6.1 Client-Owned Materials

All intellectual property rights in materials, data, content, or information provided by the Client to the Company for use in the Services shall remain vested in the Client or its licensors. The Client grants the Company a non-exclusive, royalty-free licence to use such materials solely for the purpose of performing the Services during the term of the Agreement.

6.2 Company-Owned Background Intellectual Property

The Company retains all Intellectual Property Rights in its pre-existing methodologies, frameworks, tools, processes, code libraries, design systems, technical patterns, and know-how developed independently of the Client's project ("Background IP"). Nothing in any Agreement shall be construed to transfer ownership of Background IP to the Client. The Company grants the Client a non-exclusive, perpetual, royalty-free licence to use Background IP incorporated into the Deliverables, solely for the Client's internal business purposes in connection with the use of those Deliverables.

6.3 Project Deliverables

Subject to full payment of all Fees, and unless the Agreement specifies otherwise, Intellectual Property Rights in the Deliverables specifically created by the Company for the Client in the course of the Services shall vest in the Client upon payment in full. Until full payment is received, the Company retains all Intellectual Property Rights in the Deliverables and grants the Client a limited, revocable licence to use any interim outputs only for evaluation purposes.

6.4 Third-Party Components

Where Deliverables incorporate Third-Party Materials including open-source software libraries, licensed frameworks, or third-party APIs, the rights to such components are governed by the applicable third-party licence terms. The Company shall notify the Client of any material Third-Party Materials incorporated into the Deliverables, including the applicable licence conditions. The Client is responsible for ensuring its use of the Deliverables complies with the applicable third-party licence terms.

6.5 Portfolio and Promotional Use

Unless the Client requests otherwise in writing, the Company reserves the right to reference the Client's name and describe the general nature of the engagement in its portfolio, case studies, and promotional materials, provided that no Confidential Information is disclosed. The Company shall not reproduce Client-branded materials or publish identifiable screenshots of Client systems without prior written consent.

7. Confidentiality

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without the other party's prior written consent, except as set out below. Each party shall use the other party's Confidential Information only for the purpose of performing its obligations or exercising its rights under the Agreement.

The obligations of confidentiality do not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is received from a third party who is entitled to disclose it without restriction; or is required to be disclosed by law, court order, or regulatory authority, provided that the disclosing party gives the other party reasonable prior notice to enable it to seek a protective order where feasible.

The confidentiality obligations shall survive the termination or expiry of the Agreement for a period of five years, or indefinitely in the case of trade secrets.

8. Warranties and Representations

8.1 Company Warranties

The Company warrants that: it has the authority to enter into the Agreement and to grant the rights described in these Terms; the Services will be performed with reasonable skill and care by suitably qualified personnel; the Deliverables, to the best of the Company's knowledge at the time of delivery, will not infringe any UK third-party Intellectual Property Rights; and the Company will comply with all applicable laws and regulations in performing the Services.

8.2 Defects Correction Period

Where the Company discovers or is notified in writing by the Client of a material defect in a Deliverable within thirty days of delivery, the Company shall correct that defect at no additional charge, provided that the defect arises from the Company's failure to meet the agreed specification and not from any modification made by the Client, misuse, or third-party interference. This obligation is the Client's sole remedy for defective Deliverables, subject to clause 9.

8.3 Disclaimer

Except as expressly stated in these Terms or the Agreement, all warranties, representations, conditions, and undertakings, whether express or implied by statute, common law, or otherwise, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement, are excluded to the fullest extent permitted by applicable law.

The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that any software delivered as part of the Services will be free from bugs, although the Company will use reasonable efforts to minimise errors and to respond promptly to reports of defects.

9. Liability

9.1 Limitation of Liability

To the fullest extent permitted by applicable law, the Company's total aggregate liability to the Client under or in connection with the Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client to the Company under the relevant Agreement in the twelve months immediately preceding the event giving rise to the liability, or £50,000, whichever is the lesser.

9.2 Exclusion of Consequential Loss

In no event shall the Company be liable to the Client for any indirect, consequential, special, incidental, or punitive loss or damage, including without limitation: loss of profits, revenue, business, data, goodwill, or anticipated savings; business interruption or loss of opportunity; reputational damage; or any loss arising from third-party claims, whether or not such loss was foreseeable or the Company had been advised of the possibility of such loss.

9.3 Exceptions

Nothing in these Terms limits or excludes either party's liability for: death or personal injury caused by that party's negligence; fraudulent misrepresentation; or any other liability that cannot lawfully be excluded or limited under the laws of Scotland and England and Wales.

9.4 Client's Responsibility for Data

The Client is solely responsible for maintaining adequate backups of its own data and systems. The Company shall not be liable for any loss, corruption, or unauthorised access to Client data that occurs as a result of factors outside the Company's reasonable control, provided that the Company has implemented the security measures agreed in the relevant Agreement.

10. Data Protection

Each party shall comply with its respective obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018 in connection with any personal data processed under or in connection with the Agreement. Where the Company processes personal data on behalf of the Client as a data processor, the parties shall enter into a data processing agreement that meets the requirements of UK GDPR Article 28. The Company's general data processing practices are described in its Privacy Policy, available at favloramarks.co/privacy-policy.html.

The Client warrants that it has a valid legal basis for disclosing personal data to the Company and that such disclosure complies with applicable data protection law. The Company shall process such personal data only in accordance with the Client's documented instructions and shall not retain personal data beyond the period required for the purposes of the Agreement.

11. Term and Termination

11.1 Term

An Agreement commences on the date specified in the signed agreement or Statement of Work and continues until the completion of the Services or until terminated in accordance with this clause, whichever is earlier. Where no specific end date is stated, the Agreement continues until the Company has delivered all Deliverables specified in the Statement of Work and the Client has accepted or is deemed to have accepted them.

11.2 Termination for Breach

Either party may terminate an Agreement immediately by written notice if the other party: commits a material breach of the Agreement that is incapable of remedy; commits a material breach that is capable of remedy and fails to remedy that breach within twenty-one days of receiving written notice specifying the breach; or becomes insolvent, enters into administration, liquidation, or receivership, makes a composition with its creditors, or ceases to carry on business.

11.3 Termination for Convenience

Either party may terminate an Agreement for convenience by giving thirty days' written notice to the other party. In the event of termination for convenience by the Client, the Client shall pay the Company for all Services rendered up to the date of termination plus any reasonable costs and commitments incurred by the Company in connection with the Agreement that cannot be cancelled or mitigated without additional cost, together with a reasonable termination fee as specified in the Agreement or, if not specified, an amount equivalent to twenty-five percent of the Fees for any remaining contracted work.

11.4 Effects of Termination

Upon termination for any reason: all outstanding invoices become immediately due and payable; each party shall return or destroy the other party's Confidential Information (subject to any legal obligation to retain it); and the Company shall deliver to the Client all work in progress, Deliverables, and Client materials held by the Company, provided that all outstanding Fees have been paid. Clauses that by their nature should survive termination shall do so, including clauses relating to intellectual property, confidentiality, liability, and governing law.

12. Force Majeure

Neither party shall be in breach of the Agreement nor liable for any failure or delay in performing its obligations to the extent that such failure or delay results from a Force Majeure Event. The affected party shall notify the other party promptly of the occurrence and expected duration of the Force Majeure Event and shall use all reasonable endeavours to mitigate its effects. If a Force Majeure Event persists for more than sixty consecutive days, either party may terminate the affected Agreement by written notice without liability other than for sums already due.

13. Non-Solicitation

The Client agrees not to solicit, encourage, or induce any employee, contractor, or subcontractor of the Company who has been involved in the performance of the Services to leave the Company's employment or engagement, or to offer them employment, engagement, or consultancy, during the term of the Agreement and for a period of twelve months following its expiry or termination. In the event of breach of this clause, the Client shall pay the Company a sum equivalent to twelve months of the relevant individual's remuneration with the Company as reasonable compensation, not as a penalty.

14. Subcontracting

The Company may engage subcontractors or specialist consultants to assist in the delivery of the Services without the prior consent of the Client, provided that: the Company remains responsible to the Client for the performance of the Services; the subcontractors are bound by obligations of confidentiality and quality consistent with those in the Agreement; and the engagement of subcontractors does not result in any increase in Fees without the Client's prior written consent. Where the Client's consent is required for subcontracting under the terms of a specific Agreement, the Company shall not subcontract without obtaining that consent.

15. Amendments and Variation

No variation or amendment to these Terms or to any Agreement shall be valid unless made in writing and signed by duly authorised representatives of both parties. Email correspondence may constitute a valid written variation where the parties have both expressly agreed to a specific amendment and both parties have expressly confirmed their agreement to that specific amendment by email. Informal verbal requests, conduct, or acquiescence shall not operate to vary the Agreement.

16. Entire Agreement

These Terms together with the relevant Agreement, Statement of Work, and any written amendments constitute the entire agreement between the parties relating to the subject matter of the Agreement and supersede all prior representations, discussions, negotiations, correspondence, undertakings, and agreements between them, whether oral or written, relating to that subject matter. Each party confirms that it has not entered into the Agreement in reliance on any representation or warranty not expressly contained in it.

Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.

17. Waiver

A failure or delay by either party to exercise any right or remedy provided under the Agreement shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Severability

If any provision of these Terms or any Agreement is found by any court or authority of competent jurisdiction to be invalid, unenforceable, or illegal in any respect, that provision shall, to the minimum extent necessary, be modified to make it valid, enforceable, and legal, or if such modification is not possible, it shall be severed from the remaining provisions of these Terms or the Agreement, which shall continue in full force and effect. The parties shall use all reasonable endeavours to agree a valid and enforceable provision to replace the invalid or unenforceable one that achieves the same commercial effect.

19. Notices

Any notice or other formal communication required or permitted under these Terms or an Agreement shall be in writing and delivered by hand, sent by recorded post, or sent by email (with read receipt or other delivery confirmation) to the addresses specified in the Agreement or, in the case of the Company, to 5 South Charlotte Street, Edinburgh, EH2 4AN, Scotland, and it@favloramarks.co. Notices shall be deemed received: if delivered by hand, on the date of delivery; if sent by recorded post to a UK address, two working days after posting; and if sent by email, on the date of confirmed receipt by the recipient's server.

20. Governing Law and Dispute Resolution

These Terms and all Agreements to which they apply are governed by and construed in accordance with the laws of Scotland and, where applicable, England and Wales. The parties shall attempt to resolve any dispute arising under or in connection with these Terms or any Agreement through good-faith negotiation. If the dispute cannot be resolved by negotiation within twenty-eight days of one party giving written notice of the dispute to the other, either party may refer the dispute to mediation using the Centre for Effective Dispute Resolution (CEDR) or another mutually agreed mediator before commencing legal proceedings.

Subject to the foregoing, the parties submit to the exclusive jurisdiction of the courts of Scotland to resolve any dispute or claim not resolved through negotiation or mediation. Nothing in this clause shall prevent either party from seeking urgent interim or injunctive relief in any competent court.

21. Rights of Third Parties

A person who is not a party to an Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of that Agreement, unless expressly stated otherwise in the Agreement. The rights of the parties to rescind or vary an Agreement are not subject to the consent of any third party.

22. Contact for Commercial and Legal Enquiries

All formal contractual and legal notices, as well as commercial enquiries relating to these Terms, should be directed to:

FAVLORA MARKS LTD
Registered Office: 5 South Charlotte Street, Edinburgh, EH2 4AN, Scotland, United Kingdom
Email: it@favloramarks.co
Telephone: +44 7890 112233
Website: favloramarks.co

FAVLORA MARKS LTD is a company registered in Scotland. These Terms and Conditions were last reviewed and updated on 1 January 2025.