Terms and Conditions
TERMS OF SERVICE
Last Updated: 24/01/2025
These Terms of Service (hereinafter, “ToS”) govern the provision of services by HIKOMORE (referred to as “the Agency,” “we,” or “us”), a creative digital agency based in London, Manchester and Doha, to its clients (“Client(s)” or “you”). By engaging our services, you agree to be bound by these ToS.
1. DEFINITIONS
“Services”: Any creative, tech, marketing, consulting, or related services provided by the Agency, including third-party or white label offerings.
“Deliverables”: Any tangible or intangible products, works, or services delivered by the Agency to the Client, including but not limited to design files, written documents, marketing materials, code, and creative assets.
“Agreement”: Any project proposal, statement of work (“SOW”), or service contract entered into between the Agency and the Client, incorporating these ToS by reference.
“Confidential Information”: All information exchanged between the Agency and the Client in the course of the engagement that is designated as confidential or that reasonably should be understood to be confidential, including technical, financial, or business information.
2. SCOPE OF SERVICES
The Agency provides a broad range of creative, technological, marketing, and consulting services. The specific scope, timeline, and deliverables for any project or engagement will be outlined in a separate SOW, project brief, or written proposal (“Project Agreement”). In the event of a conflict between these ToS and a Project Agreement, the terms of the Project Agreement will take precedence to the extent of that conflict.
3. CREATIVE SERVICES
Research & Production
The Agency conducts research and storyboarding to create high-quality creative outputs (e.g., PNG, SVG, PDF, EPS, TIFF, PSD, AI, FIG).
All concepts, drafts, and final designs are subject to the approval process as defined in the Project Agreement.
Copyright & Ownership
Until the Client has paid all fees, costs, and expenses due under the applicable Project Agreement (the “Final Balance”), the Agency retains ownership of all copyright in the creative works.
Upon receipt of the Final Balance, ownership in the deliverables transfers to the Client. The Agency will also provide a written declaration of ownership transfer and copyright assignment if requested.
The Agency reserves the right to retain non-exclusive, non-commercial use of creative assets for its portfolio and promotional purposes, unless otherwise agreed in writing or restricted by a separate non-disclosure agreement (NDA).
4. TECH PROJECTS
Consultation & Collaboration
Tech projects may require extensive consultations, meetings, and documentation. The Agency may engage external experts or subcontractors at its discretion to ensure optimal project outcomes.
Payment for Consultation
Any consultation or discovery phase is typically billed upfront. This payment covers research, technical scoping, specification drafting, and related administrative work.
Failure to make timely payment for these phases may result in delays or suspension of Services.
Confidentiality & Documentation
The Agency will treat all project documentation, including source code, project briefs, and technical specifications, as Confidential Information.
If required, the Agency will sign NDAs and IP Assignment Agreements to protect the Client’s business interests.
Unless expressly stated otherwise, the Agency retains ownership of methodologies, know-how, and any proprietary tools used in the course of the project.
5. MARKETING SERVICES
Ad Spend & Expenses
Clients must declare any ad spend budgets in advance and, if necessary, provide business expense cards or alternative payment methods for campaign charges.
The Agency may charge a five percent (5%) administrative and banking fee on any ad spend it directly manages or pays on behalf of the Client.
The Client is responsible for ensuring that ad spend limits and targets are aligned with project goals.
Performance Disclaimer
The Agency does not guarantee specific results or return on investment (ROI) for marketing campaigns, as performance can be influenced by external factors beyond the Agency’s control (including market conditions, platform algorithms, Client-provided content, etc.).
6. CONSULTING SERVICES
Booking & Payment
All consulting sessions (online or in-person) must be scheduled via the Agency’s official booking form or designated system.
Fees must be paid in full prior to the consultation date, unless otherwise agreed in writing.
Ownership of Materials
All documentation, ideation, and specifications generated by the Agency during a paid consulting session become the Client’s property once payment is received.
This transfer of ownership does not include the Agency’s pre-existing intellectual property or proprietary methods.
7. WHITE LABEL / OUTSOURCED AGENCY SERVICES
Confidentiality & Integrity
When acting as a ghost agency for other agencies, sales teams, or startups, the Agency upholds strict confidentiality regarding all project details, budgets, and deliverables.
The Agency will not showcase or reference white label work in its portfolio unless explicitly permitted by the contracting party.
Scope & Responsibilities
White label Services may span design, advertising, or technical development.
The Agency’s obligations and responsibilities will be outlined in a written agreement or scope document specific to the white label arrangement.
8. CLIENT RESPONSIBILITIES
Timely Provision of Information
The Client shall provide all necessary information, materials, and approvals in a timely manner. Delays caused by the Client may result in revised timelines and potential additional costs.
Intellectual Property Compliance
The Client warrants that any material it provides (e.g., logos, images, text) does not infringe upon any third-party intellectual property rights.
The Client agrees to indemnify the Agency for any breach of third-party rights in materials supplied by the Client.
Collaboration & Communication
The Client shall designate a single point of contact to communicate approvals, changes, and feedback.
The Client is responsible for reviewing deliverables and providing timely feedback to keep the project on schedule.
9. INTELLECTUAL PROPERTY RIGHTS
Ownership by the Agency
The Agency retains all rights, title, and interest in any of its proprietary methodologies, software, processes, or other intellectual property developed independently of the Project Agreement.
To the extent that such proprietary materials are incorporated into deliverables, the Agency grants the Client a non-exclusive, royalty-free license to use them solely for the intended purposes outlined in the Project Agreement.
License to the Client
Once the Client has paid in full for the Services, the Agency grants the Client ownership (or any specific license terms agreed to in the Project Agreement) in the final deliverables, subject to any third-party license terms that may apply.
Third-Party Tools & Licenses
Any third-party software, images, fonts, or other materials incorporated into deliverables are subject to the applicable license terms.
The Client may need to obtain additional licenses or pay additional fees to continue using third-party components.
10. PAYMENT, FEES, & REFUNDS
Payment Terms
Payment terms (including deposit requirements, milestone payments, and final payments) will be outlined in the Project Agreement.
If no specific payment terms are stated, invoices are payable within fourteen (14) days of the invoice date.
Late Payment & Suspension
The Agency reserves the right to suspend or cease work if invoices remain unpaid beyond the agreed payment terms.
Late payments may incur interest charges as permitted by law and/or as specified in the Project Agreement.
Refunds
All fees for Services rendered are non-refundable unless otherwise required by applicable law.
Any deposits or retainers paid for consultations, project kickoff, or reserved resources are non-refundable under any circumstances because such payments are made for the Agency’s time, expertise, and resource allocation, which cannot be reclaimed.
The Client acknowledges they have conducted due diligence and vetted the Agency before entering into any Agreement. By engaging HIKOMORE, the Client accepts the Agency’s brand, reputation, and experience as demonstrated through digital presence, in-person interactions, word-of-mouth, or professional networks.
11. LIMITATION OF LIABILITY
No Indirect Damages
The Agency shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business opportunities, arising out of or related to the Services or this Agreement.
Liability Cap
In no event shall the Agency’s total liability for any claim exceed the amounts actually paid by the Client to the Agency under the specific Project Agreement giving rise to the claim.
Third-Party Platforms
The Agency is not liable for downtime, service interruptions, or the unavailability of any third-party platforms used in connection with the Services.
The Agency shall not be responsible for any changes or updates to third-party platforms that may affect project deliverables.
12. INDEMNIFICATION
The Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
- The Client’s breach of this Agreement or any representation or warranty herein.
- Any infringement claim based on materials provided by the Client.
- The Client’s use or misuse of the deliverables or Services in violation of applicable laws or regulations.
13. TERMINATION
Termination by Notice
Either party may terminate the Agreement by providing written notice to the other party if the other party breaches a material provision of the Agreement and fails to cure the breach within a reasonable timeframe as defined in the Project Agreement or by law.
Effects of Termination
Upon termination, the Client shall promptly pay any outstanding fees for Services rendered up to the date of termination.
Any rights granted to the Client for deliverables completed and paid for prior to termination will survive, subject to the terms of this Agreement.
Data & Materials
The Agency will deliver any completed or partially completed deliverables for which payment has been made in full.
Any materials or data not yet paid for remain the property of the Agency.
14. CONFIDENTIALITY
Obligations
Each party agrees to use the other party’s Confidential Information solely for the purpose of fulfilling obligations under this Agreement and to not disclose it to any third party except as required to complete the project or by law.
Exceptions
Confidential Information does not include information that is or becomes publicly available without breach of any obligation under this Agreement, or information that was lawfully obtained from a third party without restriction.
15. FORCE MAJEURE
Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including, but not limited to, natural disasters, acts of terrorism, civil unrest, governmental actions, internet or telecommunications failures, or widespread labor strikes.
16. CHANGES TO TERMS OF SERVICE
The Agency reserves the right to modify these ToS at any time. Any changes will be communicated to existing Clients via email or our website. Modifications will not affect active Project Agreements unless both parties mutually agree in writing.
17. GOVERNING LAW & DISPUTE RESOLUTION
Governing Law
These ToS and any related Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.
Dispute Resolution
The parties will endeavor to settle any dispute arising out of these ToS through good-faith negotiation. If no agreement is reached, disputes shall be submitted to the exclusive jurisdiction of the courts of England and Wales, unless otherwise agreed in writing.
18. ENTIRE AGREEMENT
These ToS, together with any Project Agreement and any other documents referenced herein, constitute the entire agreement between the parties and supersede all prior understandings, whether oral or written, relating to the subject matter.
19. SEVERABILITY
If any provision of these ToS is found to be unenforceable, invalid, or unlawful, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
20. ACCEPTANCE
By signing a Project Agreement, paying an invoice, or otherwise engaging the Agency’s Services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms of Service.
If you have any questions regarding these Terms of Service, please contact us at:
HIKOMORE Ltd
Email: hello@hikomore.com
Address: 124 City Road, London EC1V 2NX
