General Terms and Conditions

1.1 By agreeing to these terms of business, this document constitutes written acceptance and confirmation by T&H DIGITAL LTD ("the Company") of the Buyer's order for goods and/or services. For the purposes of this Agreement, the Buyer is defined as the entity receiving the goods and/or services.

1.2 This document confirms the existence of a contract between the Company and the Buyer for the provision of goods and/or services as set out in the relevant client agreement.

2.1 The initial term of this Agreement begins with a three-month trial period.

2.2 Upon conclusion of the trial, the Buyer may elect to enter into either a six-month or twelve-month contract term (the "Initial Term"). This selection must be made in writing before the end of the trial period.

2.3 If the Buyer does not select a fixed-term contract before the end of the trial or the Initial Term, this Agreement will automatically renew on a rolling monthly basis, terminable by either party with not less than three (3) months' written notice, effective from the start of the next full calendar month.

2.4 Either party may terminate this Agreement at the end of the Initial Term, or any subsequent renewal period, by providing not less than three (3) months' written notice.

2.5 This Agreement may also be terminated immediately upon the occurrence of any of the following events:

• A material breach that is not remedied within 21 days of written notice;
• The insolvency, bankruptcy, or administration of either party;
• The cessation of business operations by either party;
• A change in control of either party, as defined in Sections 1122 and 1124 of the Corporation Tax Act 2010.

2.6 Any termination conditions specified in the applicable service-specific terms and conditions shall take precedence over the provisions of this clause in the event of a conflict.

3.1 Services may be paused or reduced for a maximum period of 3 months.

3.2 Notice of pausing or reducing services must be received within the first 10 days of the month prior to the intended change. If not, changes will only take effect from the second following month.

3.3 After the 3-month pause period has concluded, the pause will be treated as cancellation, and the notice period will apply.

4.1 Unless alternative credit terms have been agreed in writing, all invoices are due and payable upon receipt. This is subject to any alternative payment terms set out in the applicable service-specific terms and conditions.

4.2 Payment is due regardless of delivery status or transfer of ownership.

4.3 In the event of late payment, we reserve the right to charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). Interest will accrue daily at a rate of 8% above the Bank of England base rate, from the day after the payment due date until the date payment is received in full.

4.4 We will also charge fixed compensation for late payment as set out in Section 5A of the Act:

• £40 for debts under £1,000;
• £70 for debts between £1,000 and £9,999.99;
• £100 for debts of £10,000 or more.

4.5 Where our reasonable costs of recovering a late payment exceed the fixed compensation amounts listed above, we may also claim for reasonable additional recovery costs in accordance with the Act.

4.6 Payments must be made in Sterling unless agreed otherwise in writing.

5.1 The Company shall not be liable for any indirect, incidental, special, or consequential losses or damages, including but not limited to loss of profit, revenue, data, goodwill, or business opportunity, whether arising in contract, tort (including negligence), or otherwise.

5.2 Nothing in these terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot be excluded or limited by law.

5.3 The Company's total aggregate liability for direct losses shall not exceed the total amount paid by the Buyer in the six (6) months preceding the date of the claim.

6.1 Neither party shall be liable for failure or delay caused by events beyond their reasonable control, including but not limited to power failure, strikes, war, terrorism, natural disasters, or governmental restrictions.

7.1 No waiver of any breach shall be deemed a waiver of any subsequent breach.

8.1 If any provision is deemed unlawful or unenforceable, it shall be severed, and the remainder shall remain in effect.

9.1 Where applicable, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 shall apply to this Agreement.

9.2 These terms and any disputes arising under them shall be governed by the laws of England and Wales.

9.3 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

10.1 Each party shall comply with applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Confidential information shall not be disclosed without prior written consent, except as required by law.

11.1 All services provided during any ongoing term shall be subject to the most recent version of these General Terms and Conditions, together with any applicable service-specific terms. These may be updated from time to time with 30 days' notice to the Buyer. The most current version will always be available on our website, with the effective date clearly stated.