Terms & Conditions

1. Introduction

1.1 These Terms and Conditions (“Terms”) govern all services provided by Horizium Limited (“Horizium,” “we,” “us,” or “our”) to any client (“Client,” “you,” or “your”).
1.2 By engaging our services, you agree to be bound by these Terms. Any modifications must be agreed upon in writing.
1.3 These Terms supersede any previous agreements, negotiations, or understandings between the parties.

2. Scope of Services

2.1 Horizium provides branding, marketing, design, advertising, consulting, and related creative services (“Services”).
2.2 All project deliverables will be outlined in a formal proposal or statement of work.
2.3 Any changes or additions to the Services must be agreed in writing and may result in additional fees.

3. Fees, Payments, and Invoicing

3.1 Fees for our Services are outlined in our quotation, proposal, or contract.
3.2 A non-refundable deposit at the agreed percentage of the total project cost is required before work commences unless otherwise agreed in writing.
3.3 The remaining balance is due within 7 days of final approval of the project deliverables.
3.4 Late payments beyond 14 days from the invoice due date will incur a 5% late fee per month, compounded until payment is made.
3.5 Until full payment is received, whether under a single invoice or an agreed payment plan, Horizium retains full ownership and licensing rights to all deliverables. Horizium reserves the right to withhold transfer of copyright, source files, output files, digital assets, or any associated materials until payment has been received in full. In the event that the Client defaults on a payment plan, Horizium reserves the right to suspend, disable, or take offline any website or digital service provided, without notice, until the outstanding balance is settled in full. Any default under a payment plan shall render the payment plan void, and the full outstanding balance shall become immediately due and payable.
3.6 If payment is delayed for more than 30 days, Horizium reserves the right to suspend, deactivate, or switch off any digital services without notice, including but not limited to websites, hosting environments, analytics access, email services, and ongoing retainers, until the outstanding balance is settled in full.
3.7 All prices exclude VAT or other applicable taxes unless stated otherwise.
3.8 In the event of non-payment, the Client shall be liable for all legal fees, collection agency costs, and reasonable expenses incurred by Horizium in recovering outstanding amounts.
3.9 Horizium reserves the right to adjust prices for retained or ongoing services on an annual basis to reflect changes in operational costs, inflation, or service scope. Any adjustments will be communicated to the Client in writing at least 30 days before taking effect.
3.10 If the Client requires full ownership of copyright or wishes to obtain an exclusive, transferable licence for deliverables, Horizium may, at its discretion, offer an Intellectual Property Buyout for an additional fee. Standard project pricing does not include an IP transfer unless explicitly stated in writing.
3.11 The Client may not publish, distribute, upload, commercialise, or otherwise use any deliverables in any form, including online or offline deployment, until all outstanding invoices have been paid in full. Any unauthorised use prior to full payment constitutes a breach of these Terms.
3.12 Horizium reserves the right to revoke, restrict, or suspend the Client’s access to any website backend, hosting control panel, CMS dashboard, analytics platform, email marketing system, or digital management environment if any invoice remains unpaid after its due date. Administrative access, editor access, and login credentials may be limited or removed entirely until all outstanding payments have been settled in full. This clause applies to staged payment plans, retainers, and ongoing service agreements without exception.

4. Intellectual Property and Licensing

4.1 Ownership of Work
- Horizium retains full copyright and intellectual property rights in all original materials, concepts, designs, and content until full payment is received.
- Upon full payment, the Client receives a non-exclusive, non-transferable license to use the final approved deliverables strictly for the agreed purposes.

4.2 Third-Party Assets
- Any third-party elements (e.g., stock images, fonts, plugins) remain the property of their respective owners, and the Client is responsible for obtaining necessary licenses.

4.3 Portfolios & Promotion
- Horizium retains the right to display completed work in portfolios, case studies, award submissions, and promotional materials unless the Client explicitly requests otherwise in writing before project commencement.

4.4 Modification Restrictions
- The Client may not alter, distort, or misrepresent the final work in any manner that may harm the reputation of Horizium.

5. Revisions and Approval Process

5.1 Each project includes two rounds of revisions unless stated otherwise in the proposal. Any additional revisions will be charged at an agreed hourly rate.
5.2 Failure to provide feedback within 7 days of receiving a deliverable will result in automatic approval, and the final invoice will be issued.

6. Client Responsibilities

6.1 The Client must provide all required content, feedback, and approvals in a timely manner.
6.2 If the Client does not provide required assets within 14 days of request, Horizium reserves the right to pause or cancel the project, with no refund for amounts already paid.
6.3 The Client warrants that all materials provided (e.g., logos, images, copy) are owned by them or legally licensed for use.
6.4 The Client is responsible for obtaining any necessary third-party approvals before project completion.

7. Confidentiality

7.1 Both parties agree to keep all confidential information private and not disclose it to third parties without prior written consent.
7.2 Horizium may sign a Non-Disclosure Agreement (NDA) upon request, provided it does not restrict us from working with other clients in similar industries.

8. Liability and Warranties

8.1 Horizium will use reasonable skill and care in delivering Services but makes no guarantees regarding the effectiveness or success of marketing campaigns or brand strategies.
8.2 Horizium is not responsible for:
- Any errors in final deliverables after Client approval.
- Delays or failures caused by third-party vendors or platforms.
- Losses resulting from the Client’s use or misuse of deliverables.
8.3 No Consequential Damages: Horizium shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of business, revenue, or reputation.
8.4 Our total liability under any contract shall not exceed the total fees paid for the Services in question.

9. Termination & Cancellation

9.1 Either party may terminate an agreement with 14 days written notice.
9.2 If the Client cancels after the project has commenced, all fees paid are non-refundable, and any work completed will be invoiced accordingly.
9.3 The Client remains liable for any work completed and costs incurred up to the termination date, including third-party expenses and subcontractor fees.
9.4 Horizium reserves the right to terminate an agreement immediately if the Client:
- Fails to make payments on time.
- Engages in unethical or illegal activities related to our work.
- Violates these Terms.

10. Force Majeure

10.1 Horizium is not liable for delays or failures due to events beyond our control, including but not limited to natural disasters, cyberattacks, government actions, or third-party failures.
10.2 In the event of force majeure, Horizium is not obligated to refund payments for work already completed.

11. Dispute Resolution

11.1 Any disputes should first be resolved through good faith negotiations.
11.2 If unresolved, disputes will be referred to mediation through appropriate dispute resolution body.
11.3 If disputes remain unresolved after mediation, they shall be settled through binding arbitration in England and Wales, and the arbitrator’s decision shall be final.

12. Governing Law

12.1 These Terms are governed by and interpreted under the laws of England and Wales.

13. Miscellaneous

13.1 These Terms may be updated at any time, with notice provided to the Client.
13.2 The Client may not assign or transfer rights under this agreement without our consent.
13.3 If any provision is deemed invalid, the rest of the Terms remain enforceable.

Agreement

By engaging our Services, the Client confirms acceptance of these Terms.