Terms & Conditions

1. Introduction and acceptance

These Terms and Conditions ("Terms") govern all services provided by SOHOON Technologies ("SOHOON", "we", "us", "our") to clients ("you", "Client"). By engaging our services, signing a proposal, or making a payment, you agree to be bound by these Terms. Where these Terms conflict with a separately signed Statement of Work ("SOW") or Master Services Agreement ("MSA"), the SOW or MSA prevails.

2. Scope of services

The specific deliverables, timelines and fees for each engagement are set out in a written proposal or SOW agreed between the parties. SOHOON will perform the services described therein using reasonable skill and care. Any work outside that agreed scope ("change request") must be agreed in writing before it is performed and may be subject to additional fees and timeline adjustments.

We reserve the right to engage qualified subcontractors to perform any part of the services. We remain responsible for the output quality of any subcontracted work.

3. Client responsibilities

To enable SOHOON to deliver on time, you agree to:

• Provide all required content, credentials, access and materials by the dates agreed in the project timeline.
• Designate a single point of contact with authority to approve decisions.
• Review and provide written feedback within the review windows specified in the SOW.
• Ensure any third-party materials you supply (images, copy, data) do not infringe third-party rights.

Delays caused by the Client’s failure to meet these responsibilities may extend agreed timelines and, where substantial, may result in additional fees at our standard hourly rate.

4. Fees and payment

Fees are as stated in the proposal or SOW. Unless otherwise specified:

• A deposit (typically 50% of the project fee) is required before work commences. The balance is due on project completion or as per milestones defined in the SOW.
• Invoices are payable within 14 days of issue.
• Late payments accrue interest at 2% per month (or the maximum rate permitted by law, whichever is lower) on the outstanding balance from the due date.
• We reserve the right to suspend work on projects with overdue invoices after providing 7 days' written notice.
• All fees are exclusive of applicable taxes (VAT, GST or equivalent) unless stated otherwise. You are responsible for taxes applicable in your jurisdiction.

5. Intellectual property

5.1 Client materials

You retain ownership of all content, data, trademarks, and materials you supply to us. You grant SOHOON a non-exclusive licence to use those materials solely to perform the services.

5.2 Deliverables

Upon receipt of full and final payment, SOHOON assigns to you all right, title and interest in the bespoke deliverables created specifically for your project under these Terms, including source code and design files, except as specified in Section 5.3.

5.3 Background IP and third-party components

SOHOON retains ownership of its pre-existing tools, frameworks, libraries and methodologies ("Background IP"). Third-party open-source components are provided subject to their respective licences. We will identify material third-party licences in the project documentation.

5.4 Portfolio rights

Unless you instruct us otherwise in writing, SOHOON may display general information about the completed project (nature of work, technologies used) in our portfolio and marketing materials, without disclosing confidential client information.

6. Confidentiality

Each party agrees to keep confidential all non-public information of the other party that is designated as confidential or that ought reasonably to be understood as confidential. This obligation survives termination of the engagement for a period of three years. Confidentiality does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

7. Warranties and representations

SOHOON warrants that:

• Services will be performed by appropriately skilled personnel with reasonable care and diligence.
• Deliverables will, at the time of handover, materially conform to the specifications in the SOW.
• To our knowledge, deliverables will not infringe the intellectual property rights of any third party.

Except as expressly stated here, all warranties — whether statutory, implied or otherwise — are excluded to the fullest extent permitted by law. In particular, we do not warrant that deliverables will be free from all defects, that SEO or marketing work will achieve specific rankings or revenue results, or that software will be completely error-free.

8. Defects and corrections

If a deliverable materially fails to conform to the agreed specification, you must notify us in writing within 30 days of delivery ("warranty period"). We will use reasonable endeavours to correct material defects at no additional charge within that warranty period. Defects caused by Client modifications, third-party software changes or circumstances outside our control are excluded.

9. Limitation of liability

To the fullest extent permitted by applicable law:

• Our total aggregate liability to you under or in connection with these Terms (whether in contract, tort, or otherwise) shall not exceed the total fees paid by you to us in the 12 months preceding the claim.
• We shall not be liable for any indirect, consequential, special or punitive damages, loss of profits, loss of revenue, loss of data or loss of business opportunity, even if we have been advised of the possibility of such damages.

Nothing in these Terms limits liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.

10. Indemnification

You agree to indemnify, defend and hold harmless SOHOON Technologies and its employees, contractors and directors from any claims, damages, losses and expenses (including reasonable legal fees) arising out of: (a) materials you supply that infringe third-party rights; (b) your breach of these Terms; or (c) your use of the deliverables in a manner not contemplated or authorised by us.

11. Termination

11.1 Termination for convenience

Either party may terminate the engagement with 30 days' written notice. On termination for convenience, you are liable for all fees earned to the termination date plus reasonable costs incurred for work in progress.

11.2 Termination for cause

Either party may terminate immediately if the other materially breaches these Terms and fails to remedy the breach within 14 days of written notice. We may also terminate immediately if your account falls more than 60 days overdue after notice.

11.3 Effect of termination

On termination, each party must return or destroy the other’s confidential information. IP assignment under Section 5 applies only to fully paid deliverables. Sections 5, 6, 7, 9, 10, 11 and 12 survive termination.

12. Force majeure

Neither party is liable for delays or failures caused by circumstances beyond their reasonable control (including natural disasters, government actions, power failures, internet outages or pandemics), provided the affected party notifies the other promptly and takes reasonable steps to mitigate the impact.

13. Governing law and disputes

These Terms are governed by the laws of England and Wales, except where mandatory local law in the Client’s jurisdiction requires otherwise. Disputes will be referred first to good-faith negotiation. If unresolved within 30 days, either party may seek resolution through arbitration or the courts of England and Wales.

14. General

• Entire agreement: these Terms together with any SOW or MSA constitute the entire agreement between the parties and supersede all prior agreements relating to the same subject matter.
• Variation: changes to these Terms must be in writing and signed by both parties.
• Waiver: failure to enforce any provision is not a waiver of the right to enforce it later.
• Severability: if any provision is found unenforceable, the remaining provisions continue in full force.
• Assignment: you may not assign your rights or obligations without our prior written consent.

15. Contact

Questions about these Terms? Contact us:
SOHOON Technologies
Email: info@sohoon.com
Phone: +44 7700 101360