STANDARD TERMS AND CONDITIONS OF SALE
Terms and Conditions
Last Updated: 22/04/2025
A. GENERAL TERMS
1. Applicability
These Terms and Conditions govern the sale of products and services by EKODA SOLUTIONS LTD. By engaging our services or purchasing products, the client agrees to these Terms in full. The client’s own standard terms are expressly waived, regardless of when they are provided. Any exception or amendment must be agreed in writing.
2. Payment Terms
Invoices are payable within 21 working days unless otherwise specified. Late payments incur a fixed interest charge of 10% on the outstanding amount. EKODA SOLUTIONS LTD may suspend services without notice in the event of non-payment. Where payment is overdue by more than 60 days, EKODA may refer the matter to a debt recovery agency, with all associated costs borne by the client.
3. Taxes and Withholding
Clients are responsible for any withholding taxes in accordance with their local legislation. EKODA must receive the full invoice amount, net of any local deductions. EKODA is not liable for costs arising from another country’s tax legislation.
4. Jurisdiction
All agreements are governed by the laws of England and Wales. The courts of the United Kingdom shall have exclusive jurisdiction over all contractual matters.
5. Force Majeure
EKODA is not liable for any failure or delay in performance due to circumstances beyond its control, including but not limited to natural disasters, pandemics, industrial disputes, or government restrictions.
B. SERVICE TERMS
6. Working Hours and Out-of-Hours Delivery
Standard service hours are 08:30–17:30 (UK time), Monday to Friday. Work delivered outside these hours, including evenings, weekends, or public holidays, must be pre-approved and is subject to double the standard rate, unless otherwise agreed in writing.
7. Billing Models
EKODA offers two primary billing models:
• Fixed Price: A total cost agreed in advance, with delivery divided into project phases. Each phase is invoiced upon completion, with an upfront payment typically required.
• Time and Materials: Billed based on actual hours worked and materials used. Invoiced monthly, usually by the 3rd working day of the month for the previous month’s work.
8. Pricing Adjustments and Currency
Prices are subject to annual inflation adjustments on 1st September, typically +5%. Quotes are valid for 30 days. EKODA accepts payments in GBP, EUR, and USD. For non-GBP transactions, clients must notify EKODA at quotation stage to allow for adjustments in exchange rates and related fees.
9. Expenses and Travel Time
All reasonable travel and material expenses will be invoiced monthly unless otherwise specified. Travel time is charged at 50% of the hourly rate. Receipts will be provided for reimbursable costs.
10. Statement of Work (SoW)
Services will be provided in accordance with the agreed Statement of Work. Under UK IR35 compliance, EKODA shall refuse any request deemed outside the SoW unless formally amended.
11. Project Change Control Procedure (PCCP)
Changes to the project scope, deliverables, schedule, or cost must follow this procedure:
• Initiation: A written Change Request (CR) must be submitted by either party, detailing the proposed change, rationale, and desired timeline.
• Assessment: EKODA will assess feasibility and deliver an Impact Analysis including:
- Scope impact
- Timeline adjustments
- Cost estimates or savings
- Resource impact
- Billing model implications
• Approval: The client will review and provide written approval. Once approved, changes are formalised as an amendment to the SoW.
• Execution: Changes will be implemented, tracked, and reported through updated plans, emails, or regular meetings. A Change Log may be maintained for larger projects.
12. IR35 Compliance
EKODA operates as an independent contractor. This engagement is structured to be Outside of IR35:
• Control: EKODA determines how, when, and where services are delivered.
• Substitution: EKODA may substitute personnel, subject to client approval.
• Tools and Insurance: EKODA provides its own equipment, software, and insurance.
• Independence: EKODA is not integrated into the client’s organisation or structure.
• Mutuality of Obligation: No expectation exists for future work unless agreed in writing.
• Termination: Either party may terminate with notice as specified in the SoW.
13. Service Responsibilities
13.1 EKODA Responsibilities
EKODA shall:
• Provide experienced staff with relevant project knowledge.
• Ensure technical staff have fluent English language ability.
• Supply project updates at a frequency determined by the client.
• Log and track issues raised and resolved.
• Transfer all requested project documentation upon completion.
• Collaborate with the client’s team to ensure smooth delivery.
• Adhere to the client’s standards, project schedule, and agreed deliverables.
• Follow EKODA’s Standard Policies unless otherwise specified.
• Avoid conflicts of interest or competition with the client’s third-party suppliers.
13.2 Client Responsibilities
The Client shall:
• Assign Subject Matter Experts with knowledge of systems, formats, and business processes.
• Provide project management contacts, escalation paths, and requirement clarifications.
• Ensure infrastructure, licensed software, and system access are available.
• Maintain data backups and disaster recovery plans.
• Provide necessary access, workspace, equipment, and connectivity for EKODA personnel.
• Facilitate onsite access including temporary security credentials if needed.
• Review EKODA deliverables within 10 business days and provide feedback.
14. Intellectual Property
EKODA retains ownership of internal tools and frameworks. Bespoke deliverables are transferred to the client upon full payment, unless otherwise agreed.
15. Limitation of Liability
EKODA’s liability is limited to the total contract value. EKODA shall not be liable for indirect loss, profit loss, or third-party claims. Nothing limits liability for fraud, negligence resulting in death or injury, or breaches of confidentiality.
C. PHYSICAL PRODUCT TERMS
16. Product Delivery
Delivery dates are estimates unless explicitly agreed in writing. EKODA will provide updates regarding shipping and availability.
17. Ownership and Risk
Risk transfers to the client upon delivery. Ownership remains with EKODA until full payment is received.
18. Returns and Warranty
Faulty goods can be returned within the statutory timeframe unless otherwise stated. Custom-made products are non-refundable unless defective.
19. Claims and Defects
All claims regarding damage, non-conformity, or incorrect goods must be made within 8 calendar days of delivery via recorded delivery.
Contact Details
EKODA SOLUTIONS LTD
Ebenezer House, Ryecroft,
Newcastle-Under-Lyme,
Staffordshire,
United Kingdom,
ST5 2BE
Company Number: 15256843
VAT Number: 469581342
Email: enquiries@ekoda.co.uk