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Terms of Services .

Terms of Services.

These terms and conditions ("Conditions") establish a legally binding agreement between SOKOLDEV LTD (Company No. 14746629), with its registered office at 128 City Road, London EC1V 2NX, United Kingdom ("Sokoldev"), and the Client, governing the provision of any online services by Sokoldev to the Client. Full sales terms and conditions are available upon request.

1. Interpretation

1.1 In these Conditions:

  • "Client" refers to the individual or entity for whom Sokoldev has agreed to provide the Service in accordance with these Conditions.

  • "Contract" refers to the agreement for the provision of the Service, which is formed when the Client accepts Sokoldev's estimate or quotation, or when Sokoldev accepts an order from the Client in writing.

  • "Document" includes written documents, as well as email and fax communications, visual images embodied in any design or other device, and any data stored on discs, tapes, or other devices.

  • "Sokoldev Material" refers to any Documents, materials, data, or other information provided by Sokoldev to the Client in relation to the Service, including designs and code produced as part of the Service.

  • "Specification" refers to the Document to which these Conditions are appended, or any other Document issued or approved in writing by Sokoldev that outlines the Services.

  • "Service" refers to the service or services to be provided by Sokoldev to the Client.

1.2 The headings included in these Conditions are solely for the purpose of convenience and do not have any impact on the interpretation of the terms.

2. Supply of the Service

2.1 Sokoldev shall provide the Service to the Client in accordance with these Conditions, which shall govern the Contract and supersede any other terms and conditions, whether explicitly mentioned or implied, that may be accepted or purported to be accepted, or any order made or purported to be made, by the Client. Any changes or additions to the Service or these Conditions must be mutually agreed upon in writing by Sokoldev and the Client.

2.2 The Client shall be responsible for providing Sokoldev, at its own expense, with all necessary Documents, materials, data, or other information relevant to the Service, within a reasonable timeframe to enable Sokoldev to perform the Service as per the Contract. The Client shall ensure the accuracy of the order details (including any Client Material) submitted to Sokoldev and shall promptly provide Sokoldev with any necessary information relating to the Services to enable proper performance of the Contract.

2.3 The Client shall retain duplicate copies of all Client Material at its own expense. Sokoldev shall not be liable for any loss or damage to any Client Material, regardless of the cause.

3. Charges

3.1 Sokoldev's price for the Service will be based on the estimated or quoted price provided.

3.2 Sokoldev reserves the right to increase the price of the Service if there are factors beyond Sokoldev's control that result in an increase in the cost to Sokoldev. These factors may include but are not limited to, significant increases in labour or material costs, changes in delivery dates, quantities, or specifications requested by the Client, or any delays caused by the Client's instructions or failure to provide adequate information or instructions.

3.3 Unless otherwise specified, all charges quoted to the Client for the Service are exclusive of Value Added Tax (VAT), which the Client will be responsible for at the applicable rate.

3.4 Unless stated otherwise in any estimate or quotation, and unless otherwise agreed upon in writing between the Client and Sokoldev, all prices provided by Sokoldev are on an ex-works basis. The Client will be responsible for Sokoldev's charges related to transport, packaging, and insurance.

3.5 Sokoldev may invoice the Client for any agreed third-party costs immediately upon entering into a Contract. For all other aspects of the Service, Sokoldev will invoice the Client upon delivery of the Service. If the provision of the Service is expected to take longer than a month, invoices may be issued at the end of each month or at other times specified in writing by Sokoldev.

3.6 The Client must pay the price for the Service, additional charges, and any other sums payable immediately upon receipt of Sokoldev's invoice, without any set-off or deduction. The timing of payment is crucial to the Contract.

3.7 If the Client fails to make a payment by the due date, Sokoldev reserves the right, without prejudice to any other rights or remedies, to:

(a) Cancel the Contract or suspend the further provision of any Service to the Client.

(b) Charge the Client interest (both before and after any judgement) on the unpaid amount at a rate of four per cent per annum above the Barclays Bank base rate, until full payment is made (with a part of a month treated as a full month for interest calculation purposes).

4. Delivery

4.1 Estimated delivery dates for Sokoldev Materials are provided based on available information at the time of estimation. Sokoldev will not be held liable for any delays in delivery, regardless of the cause. Time for delivery is not a critical aspect of the Contract. Sokoldev may deliver the materials in advance of any estimated delivery date.

4.2 Despite delivery and the transfer of risk in Sokoldev Materials, the ownership of the materials will not pass to the Client until Sokoldev has received full payment in cash or cleared funds for the price of Sokoldev Materials and any other items agreed to be sold by Sokoldev to the Client.

4.3 Until ownership of the Sokoldev Materials is transferred to the Client, the Client will hold the materials as Sokoldev's fiduciary agent and bailee. The Client must keep the Sokoldev Materials separate from its own and third-party materials, properly stored, protected, and insured, and clearly identified as Sokoldev's property. However, the Client is entitled to sell services based on Sokoldev Materials or use them in the ordinary course of its business.

4.4 Until ownership of the Sokoldev Materials is transferred, Sokoldev has the right to require the Client to destroy any copies of Sokoldev Materials in the Client's possession. If the Client fails to do so promptly, Sokoldev may enter any premises where the Sokoldev Materials are stored, whether owned by the Client or a third party and delete the Sokoldev Materials.

5. Rights to Sokoldev Material

5.1 Ownership of any Sokoldev Material, including property rights, copyright, design rights, or other intellectual property rights, shall belong to Sokoldev unless otherwise agreed in writing between the Client and Sokoldev. The Client, however, will be granted a non-transferable licence to use the Sokoldev Material as specified in the agreement and within the normal course of its business. The Client's rights to Sokoldev Materials are contingent upon the full payment of all amounts owed to Sokoldev under the Contract and any other agreements.

5.2 The Client is prohibited from reselling Sokoldev Materials or any items incorporating Sokoldev Materials unless expressly permitted by the Contract or agreed upon in writing by Sokoldev. Furthermore, the Client may not use Sokoldev Materials in any manner, quantity, or as part of any item not explicitly specified in the Contract unless otherwise agreed upon in writing by Sokoldev.

5.3 In the event of Sokoldev ceasing business, the Client will have indefinite rights to maintain the Sokoldev Materials through a third party, terminating the need for a contractual relationship with Sokoldev.

6. Warranties and Liability

6.1 Sokoldev warrants that the Sokoldev Materials will conform to the agreed Specification at the time of delivery.

6.2 The above warranties provided by Sokoldev are subject to the following conditions:

(a) Sokoldev shall not be liable for any defect in the Service and/or Sokoldev Materials resulting from incomplete, incorrect, inaccurate, illegible, out-of-sequence, or improperly supplied Client Material or instructions. Sokoldev shall not be responsible for any loss, damage, costs, expenses, or claims arising from the late or non-arrival of Client Material or instructions, or any other faults attributable to the Client.

(b) Sokoldev's warranties (including any other warranty, condition, or guarantee) shall not apply if the total price for the Service and/or Sokoldev Materials has not been paid by the due date for payment.

6.3 Except in cases of death or personal injury caused by Sokoldev's negligence or as expressly provided in these Conditions, Sokoldev shall not be liable to the Client for any loss of profit or any indirect, special, or consequential loss, damage, costs, expenses, or claims arising out of or in connection with the provision or use of the Service and/or Sokoldev Materials. This limitation of liability applies whether such losses were caused by the negligence of Sokoldev, its employees, agents, or any other means. In any event, Sokoldev's total liability under the Contract shall not exceed the amount charged for the provision of the Service, as stated in these Conditions.

6.4 Sokoldev shall not be liable for any delay or failure to perform its obligations related to the Service and/or Sokoldev Materials if such delay or failure is beyond Sokoldev's reasonable control.

6.5 Unless expressly provided in these Conditions, all warranties, conditions, or other terms implied by statute or common law are excluded to the maximum extent permitted by law. These Conditions do not affect the Client's statutory rights if the Service and/or Sokoldev Materials are supplied under a consumer transaction.

6.6 The Client must notify Sokoldev of any claim based on defects in the quality or condition of Sokoldev Materials within 30 days from the date of delivery. Failure to provide such notification will result in the Client's inability to reject the Sokoldev Materials or hold Sokoldev liable for such defects or failures. In such cases, the Client remains obligated to pay the price as if the Sokoldev Materials had been delivered in accordance with the Contract.

6.7 If a valid claim regarding the quality, condition, or failure to meet specifications of the Sokoldev Materials is made in accordance with these Conditions, Sokoldev may, at its sole discretion, replace the Sokoldev Materials (or the relevant part) free of charge or refund the price of the Sokoldev Materials (or a proportionate part thereof). Such actions shall constitute the full extent of Sokoldev's liability to the Client.

6.8 The Client is not entitled to reject Sokoldev Materials, make any other claims, or withhold payment based on defects if the Client has previously approved prototypes or other demonstrations provided by Sokoldev and those Sokoldev Materials conform to the approved prototypes, even if they are defective in any other way apparent in the prototypes.

7. Termination

7.1 The Client has the right to terminate the Contract by providing written notice to Sokoldev, with a minimum of one month's notice. In such cases, the Client agrees to fully indemnify Sokoldev for any losses, including loss of profit, costs (including labour and materials), damages, charges, and expenses incurred by Sokoldev as a result of the termination.

7.2 Either party possesses the authority to terminate the Contract by providing written notice to the other party in the event of a breach of these Conditions by the other party. If the breach is capable of being remedied, the party in breach will have 30 days from the written notice to remedy the breach. Termination is also possible if the other party enters into liquidation, becomes bankrupt (in the case of an individual or firm), enters into a voluntary arrangement with creditors, or has a receiver or administrator appointed. This termination right is without prejudice to any other remedies available to either party.

8. General

8.1 These Conditions, along with any terms specified in the Specification or another mutually agreed Document, constitute the entire agreement between the parties, superseding any previous agreements or understandings. Any modifications to the agreement must be made in writing and agreed upon by both parties. All additional terms and conditions, whether explicitly stated or implied by statute or any other means, are fully excluded to the extent permitted by law.

8.2 Sokoldev's directors, employees, or agents are not authorised to make any representations about the Service or Sokoldev Materials unless confirmed in writing by Sokoldev. By entering into the Contract, the Client acknowledges that it does not rely on any representations that are not confirmed in writing.

8.3 Any notice required or permitted to be given under these Conditions must be in writing and addressed to the other party at its registered office, principal place of business, or any other address previously notified by the receiving party.

8.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed a waiver of that right. A waiver of any breach of the Contract by either party shall not be considered a waiver of any subsequent breach of the same or any other provision.

8.5 If any provision of these Conditions is held invalid or unenforceable by a competent authority, it shall not affect the validity of the remaining provisions of these Conditions. The affected provision shall be modified or interpreted to the extent necessary to make it valid and enforceable while reflecting the parties' original intentions.

8.6 These Conditions and the Contract are governed by English law. The parties agree to submit to the non-exclusive jurisdiction of the English courts and agree to engage in mediation before initiating any court proceedings