Terms of service.

Effective from 1st June 2025

SELLADORE – TERMS & CONDITIONS OF BUSINESS

1. INTERPRETATION AND APPLICATION

1.1 Definitions:

  • Business Day: Monday to Friday, excluding UK public holidays.

  • Charges: Fees payable by the Client for Services, in accordance with Clause 5.

  • Commencement Date: As defined in Clause 2.2.

  • Conditions: These Terms & Conditions, which may be updated from time to time under Clause 10.5.

  • Client: The individual or entity purchasing Services from Selladore.

  • Client Default: As defined in Clause 4.2.

  • Intellectual Property Rights: All rights as defined in UK law, whether registered or unregistered, globally.

  • Order: The Client's acceptance of Selladore Ltd. service proposal in writing (including email).

  • Services: Business support, social media management, digital content creation, consultancy, administrative, research and communications work provided by Selladore.

  • Supplier: Selladore Ltd (referred to as “Selladore”).

1.2 Interpretation:
(a) Legal references include any updates to legislation.
(b) Terms like “including” are illustrative, not limiting.
(c) “Written” includes email communications.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer to purchase services in accordance with these Conditions.
2.2 The Order is accepted when Selladore provides written confirmation (via email or project agreement), forming a binding contract (the Commencement Date).
2.3 Any promotional materials or website descriptions are illustrative only and not legally binding.
2.4 These Conditions override any other terms the Client may seek to apply.
2.5 Continuing to instruct Selladore constitutes acceptance of these Conditions.
2.6 The Supplier may update these Conditions with notice to the Client.

3. SUPPLY OF SERVICES

3.1 Services are provided during standard business hours: 9am–5pm UK time, Monday–Friday.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified by the Client but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier may update Services to comply with regulations or make minor changes without affecting quality.
3.4 The Supplier warrants to the Client that the Services will be provided using reasonable care and skill.

4. CLIENT’S OBLIGATIONS

4.1 The Client must:
(a) Provide clear and complete briefs and materials to enable them to commence work.
(b) Cooperate with the Supplier in all matters relating to the Services.
(c) Provide the Supplier, its employees, agents, consultants and subcontractors, with access to the to relevant platforms or systems (if applicable).
(d) Supply accurate, timely information required for delivery.

4.2 If the Supplier is prevented from delivering due to Client action or inaction (Client Default):
(a) The Supplier may suspend work until resolved.
(b) The Supplier is not liable for delays or loss due to Client Default.
(c) The Client Shall reimburse any additional costs arising as a result.

5. CHARGES AND PAYMENT

5.1 Fees are based on time tracked to the nearest 15 minutes, at the agreed hourly or package rate.
(a) Typical hourly and package rates shall be supplied on application..
(b) Charges may include reasonable expenses incurred (e.g. travel, postage, third-party tools or materials).
5.2 Rates may be reviewed and adjusted with 30 days’ notice.
5.3 Invoices will be issued monthly in arrears or upon project completion.
5.4 Invoices must be paid within 7 days to the nominated account.
5.5 All fees exclude VAT unless otherwise stated.
5.6 Late payments will incur interest at 4% above Bank of England base rate, accruing daily.
5.7 All payments are due in full, without deduction or set-off.

6. INTELLECTUAL PROPERTY

6.1 Unless otherwise agreed, all intellectual property created by The Supplier remains the property of The Supplier
6.2 The Client acknowledges that, in respect of any third party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Client.

7. LIMITATION OF LIABILITY

7.1 Nothing in this agreement shall limit the Supplier’s liability for:
(a) death or personal injury due to negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

7.2 Subject to Clause 7.1, the Supplier shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.

7.3 Subject to clause 8.1, the Supplier’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions shall be limited to the price paid for Services in the 12 months preceding any settlement or adjudication of any claim.
7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from these terms and conditions.
7.5 The Supplier endeavours at all times to ensure the accuracy of the completed work supplied to you, it is the Client’s responsibility to verify its accuracy upon receipt and the Supplier shall not be liable for any inaccuracies or any losses directly or indirectly arising from such inaccuracies. Any errors notified to the Supplier within 14 days of completion will be rectified by them free of charge.
7.6 The Client agrees that he Supplier may communicate with them by email sent without encryption over the internet. The Supplier shall not be responsible for any loss or damage arising from unauthorised interception, re-direction, copying or reading or emails, including any attachments, nor shall they be responsible for the effect on any computer system (or any loss or damage arising from any such effect) of any emails, attachments or viruses which may be transmitted by this means.

7.7 This Clause 7 shall survive termination of these terms and conditions.

8. TERMINATION

Without limiting its other rights or remedies, both parties may terminate the Engagement with immediate effect without notice and without any liability to pay any remuneration, compensation or damages if at any time either party:

8.1 commits any serious or repeated breach or non-observance of any of the provisions of this Agreement;

8.2 is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

8.3 is negligent or incompetent in the performance of the Services;

8.4 is declared bankrupt or makes any arrangement with or for the benefit of his/her creditors or has a county court administration order made against them under the County Courts Act 1984;

8.5 is incapacitated (including by reason of illness or accident) for an aggregate period of 30 working days in any 52 week consecutive period; or

8.6 is guilty of any fraud or dishonesty.

9. OBLIGATION UPON TERMINATION

All outstanding fees become immediately payable. The Supplier will issue final invoices for work completed but not yet billed.

10. GENERAL

10.1 Force Majeure: Neither party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under them if such delay or failure result from events, circumstances or causes beyond its reasonable control.


10.2 Assignment and other dealings:

(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these terms and conditions and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Client shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under these terms and conditions.


10.3 Confidentiality:

(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business or affairs of the other party, except as permitted by Clause 10.3(b).

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these terms and conditions. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 10.3; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these terms and conditions.


10.4 Entire Agreement:

(a) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.


10.5 Variation: No variation shall be effective unless it is in writing and signed by the parties (or their authorised representatives).


10.6 Waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:

(a) waive that or any other right or remedy; or

(b) prevent or restrict the further exercise of that or any other right or remedy.


10.7 Severance: If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms and conditions.


10.8 Notices: Any notice or other communication given to a party under or in connection with these terms and conditions shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.


10.9 Third Parties: Third parties. No one other than a party to these terms and conditions shall have any right to enforce any of its terms.


10.10 No Partnership: Nothing is intended to or shall be deemed to constitute a partnership or joint venture of any kind between the parties, nor constitute agency of another party for any purpose and neither party can bind the other.


10.11 Data Protection: The Supplier is a Data Processor, processing data within the meaning of section 1(1) of the Data Protection Act 1998 (“the Act”). The Client is the Data Controller under the Act and will transfer various personal data to the Supplier for the purposes of carrying out the Services. The Supplier shall process any personal data in line with the Client’s express wishes and for no other purpose other than that. All data will be processed in compliance with all applicable laws and the Supplier will take all appropriate measures against the unlawful processing of any of the Client’s data.


10.12 Governing Law: These terms and conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.


10.13 Jurisdiction: Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms and conditions or its subject matter or formation.