Terms and Conditions

1. The Parties

1.1 Eunoa Digital is Eunoa Digital of 17 Birch Avenue, Whitefield, Manchester M45 7HW.

1.2 The Client is the person, firm or company identified in the Proposal or Quotation.

2. Definitions

2.1 Brief means the agreed description of services and deliverables.

2.2 Proposal means the written proposal or quotation issued by Eunoa Digital and accepted by the Client.

2.3 Work means all services, deliverables and related tasks to be performed under the Proposal, including outsourced services.

2.4 These Terms and the Proposal together form the entire agreement between the parties.

3. Basis of Contract

3.1 Acceptance of the Proposal constitutes acceptance of these Terms.

3.2 Any variation must be agreed in writing.

4. Scope and Variations

4.1 The Work is based on the agreed Brief.

4.2 Any alteration to the Brief or request for additional work shall be chargeable at the agreed rate or, where no rate is specified, at Eunoa Digital’s standard hourly rate.

4.3 Eunoa Digital will notify the Client of any additional fees before undertaking additional work where reasonably practicable.

5. Fees and Expenses

5.1 Fees are as set out in the Proposal.

5.2 Third party services are estimated only and may vary. The Client is responsible for any increase in third party costs.

5.3 Travel and out of pocket expenses will be charged at cost unless otherwise agreed.

6. Payment

6.1 Unless otherwise stated in the Proposal, invoices are payable within 14 days of the invoice date.

6.2 Eunoa Digital reserves the right to require staged payments or payment in advance.

6.3 Where Work is delayed, suspended or placed on hold due to the Client’s failure to provide instructions, approvals, materials or access, Eunoa Digital reserves the right to invoice for:

  • All Work completed to date;

  • All work in progress calculated on a reasonable basis;

  • Any time or resources allocated to the project;

  • Any committed third party costs.

6.4 If payment is not made by the due date:

  • Interest shall accrue at 8 percent above the Bank of England base rate in accordance with the Late Payment of Commercial Debts Regulations;

  • Eunoa Digital may suspend all Work immediately;

  • The Client shall be responsible for reasonable recovery costs.

6.5 All sums due upon termination shall become immediately payable.

7. Project Suspension or Hold

7.1 If the Client requests that the Work be placed on hold, Eunoa Digital shall be entitled to invoice in accordance with Clause 6.3.

7.2 If the Work remains on hold for more than 30 consecutive days:

  • Eunoa Digital may treat the project as terminated;

  • All outstanding fees shall become immediately payable;

  • A restart fee may apply at Eunoa Digital’s discretion;

  • Revised timelines and pricing may be required.

7.3 Eunoa Digital is not obliged to prioritise recommenced Work ahead of other confirmed projects.

8. Client Delay and Abandonment

8.1 If the Client fails to provide required instructions, approvals or materials for a continuous period of 30 days, Eunoa Digital may deem the project abandoned.

8.2 In such circumstances Eunoa Digital may terminate the agreement and invoice for all Work undertaken and committed costs.

9. Timeframes

9.1 All timeframes are estimates only.

9.2 Delays caused by changes to the Brief or failure to provide information or approvals shall entitle Eunoa Digital to extend deadlines accordingly.

9.3 Eunoa Digital shall use reasonable endeavours to meet agreed timeframes.

10. Intellectual Property

10.1 All intellectual property rights in the Work remain the property of Eunoa Digital unless otherwise agreed in writing.

10.2 Upon full payment of all fees, the Client is granted a non-exclusive licence to use the Work for the specific purpose stated in the Proposal.

10.3 The licence does not permit resale, transfer or reuse for other purposes without prior written consent.

10.4 Eunoa Digital may revoke the licence immediately if payment is not made in accordance with these Terms.

10.5 Eunoa Digital retains the right to display the Work in its portfolio and marketing materials unless otherwise agreed in writing.

11. Termination

11.1 Either party may terminate the agreement by written notice.

11.2 The Client may terminate at any time but shall pay:

  • All fees for Work completed;

  • Work in progress calculated on a pro rata basis;

  • Any committed third party costs;

  • Any reasonable demobilisation costs.

11.3 Eunoa Digital may terminate immediately if the Client:

  • Fails to make payment when due;

  • Commits a material breach;

  • Becomes insolvent.

11.4 Eunoa Digital may terminate on reasonable written notice where continuation would be unlawful, unethical or commercially impractical.

12. Confidentiality

Each party shall keep confidential all non-public information received from the other party.

13. Data Protection

13.1 Each party shall comply with UK data protection legislation.

13.2 The Client warrants that it has lawful authority to provide any personal data supplied.

13.3 Where Eunoa Digital processes personal data on behalf of the Client, it shall act only on documented instructions.

14. Limitation of Liability

14.1 Nothing in these Terms limits liability for death, personal injury, fraud or any liability which cannot lawfully be excluded.

14.2 Eunoa Digital shall not be liable for:

  • Loss of profit;

  • Loss of revenue;

  • Loss of business opportunity;

  • Indirect or consequential loss.

14.3 Eunoa Digital’s total liability under the agreement shall not exceed the total fees paid under the relevant Proposal.

15. Force Majeure

Neither party shall be liable for delay or failure caused by events beyond its reasonable control.

16. Governing Law

These Terms are governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.