Terms of Service

1. Definitions

• “Company”, “we”, “our”, or “us” refers to Soft Marks Solutions Ltd, a company registered in England and Wales.
• “Client”, “you”, or “your” refers to the individual or organisation engaging our services or using our website.
• “Services” refers to all software development, AI solutions, automation, consulting, and related services provided by Soft Marks Solutions Ltd.
• “Website” refers to the Soft Marks Solutions website and all associated pages.
• “Deliverables” refers to any software, code, designs, documentation, or other materials produced as part of our services.

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree with any part of these terms, you must not use our website or services.

We reserve the right to modify these terms at any time. Continued use of our website or services following any changes constitutes your acceptance of the revised terms.

3. Services

Soft Marks Solutions Ltd provides software development, AI agent development, voice AI solutions, marketing automation, business automation, AI integration, and related consulting services. The specific scope, deliverables, timelines, and fees for any project will be agreed upon in a separate written proposal or contract.

We reserve the right to subcontract elements of our work to qualified third parties, while maintaining responsibility for the quality and confidentiality of all deliverables.

4. Quotations and Proposals

All quotations and proposals provided by Soft Marks Solutions Ltd are valid for 30 days from the date of issue unless otherwise stated. Quotations are based on the information provided to us at the time of enquiry; any changes in requirements may result in revised pricing.

A project is considered confirmed only upon written acceptance of a proposal and receipt of any agreed deposit or advance payment.

5. Payment Terms

• Payment terms will be specified in the project proposal or contract
• Unless otherwise agreed, invoices are payable within 14 days of the invoice date
• We may require an upfront deposit before commencing work, typically 30–50% of the total project fee
• Late payments may incur interest at the rate of 8% above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
• We reserve the right to suspend work on any project where payments are overdue

6. Intellectual Property

Upon full payment of all fees, intellectual property rights in the custom deliverables created specifically for the client will transfer to the client, unless otherwise agreed in writing.

• We retain ownership of any pre-existing code, frameworks, libraries, tools, or methodologies used in the project (“Pre-existing IP”). The client is granted a non-exclusive, perpetual licence to use Pre-existing IP as part of the delivered solution.
• We reserve the right to use general knowledge, skills, techniques, and non-confidential concepts developed during a project for future work.
• Third-party software, libraries, and APIs integrated into deliverables remain subject to their respective licences.

7. Client Responsibilities

The client agrees to:

• Provide accurate, complete, and timely information, content, and feedback as required for the project
• Designate an authorised point of contact for project communications and decisions
• Review and approve deliverables within agreed timeframes; delays in feedback may affect project timelines
• Ensure that any materials provided to us (text, images, data, etc.) do not infringe third-party rights
• Maintain appropriate backups of their own data and systems

8. Project Changes and Scope

Any changes to the agreed project scope must be documented in writing and may result in adjusted timelines and fees. We will provide a revised estimate for approval before proceeding with any out-of-scope work.

Minor adjustments and clarifications within the reasonable scope of the original agreement will be accommodated without additional charges.

9. Warranties and Liability

We warrant that our services will be performed with reasonable skill and care, in accordance with generally accepted industry standards.

• We provide a 30-day warranty period after delivery for bug fixes related to the agreed specifications
• We do not warrant that software will be entirely free of defects or that it will meet requirements not specified in the project scope
• Our total liability for any claim arising from our services shall not exceed the total fees paid by the client for the specific project in question
• We shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or business opportunities
• We are not liable for any issues arising from the client’s modification of deliverables after handover, or from the use of deliverables in a manner not intended or advised

10. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of the engagement. This obligation survives the termination of the agreement.

Confidential information does not include information that is publicly available, already known to the receiving party, independently developed, or required to be disclosed by law.

11. Termination

• Either party may terminate the engagement by providing 14 days’ written notice
• In the event of termination, the client shall pay for all work completed and expenses incurred up to the date of termination
• We may terminate immediately if the client is in material breach of these terms, including non-payment
• Upon termination, we will deliver all completed work to the client, subject to payment of outstanding fees

12. Force Majeure

Neither party shall be liable for any failure or delay in performing obligations under these terms caused by circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, cyberattacks, or disruptions to essential utilities or internet services.

13. Website Use

When using our website, you agree not to:

• Use the website for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorised access to any part of the website, server, or connected systems
• Introduce viruses, malware, or other harmful material
• Scrape, copy, or reproduce website content without our written permission
• Use automated systems to access the website in a manner that sends more requests than a human could reasonably produce

14. Governing Law and Disputes

These Terms of Service are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

We encourage resolution of disputes through good-faith negotiation before pursuing formal legal proceedings.

15. Severability

If any provision of these terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

16. Contact Us

If you have any questions about these Terms of Service, please contact us:

• Email: info@softmarkssolutions.com
• Company: Soft Marks Solutions Ltd
• Address: 85 Great Portland Street, First Floor, London, England, W1W 7LT
• Phone: +1 347 428 0292