Legal · Terms of Business
TERMS OF
BUSINESS.
Consultancy and design services provided by Mark Horton trading as The Mark Collective Ltd. Please read these terms carefully before engaging our services.
Trading Entity
The Mark Collective Ltd
Trading As
Mark Horton
Governing Law
England & Wales
Last Updated
February 2026
Important
The Customer's attention is particularly drawn to Clause 10 (Limitation of Liability) and Clause 9A (AI-Generated Content). These clauses set out important limitations on TMC's liability. Please read them carefully.
contents
1. BACKGROUND
1.1 These are the terms and conditions ("Terms") on which Mark Horton (trading as The Mark Collective Ltd) ("TMC") provides the Services. These terms set out how TMC will provide the Services, what the Customer's obligations are and other important information.
1.2 The scope of the Services are set out in the Project Proposal, which the Customer will be required to sign.
1.3 The Customer will be required to read and accept these Terms when ordering Services. If the Customer does not agree to be bound by these Terms it will not be able to engage TMC's Services.
3. BASIS OF CONTRACT
3.1 Your selection of an 'option' and signature of the Project Proposal shall be deemed an Order and will constitute an offer by you to contract with TMC on these Terms.
3.2 The Order shall only be accepted when TMC signs the same Order, at which point the Contract shall come into existence ("Commencement Date").
3.3 TMC may prepare a Design Brief setting out key stages of the Services and estimated dates (as a guide only). Any samples, drawings or descriptive matter issued by TMC are for illustrative purposes only and shall not form part of the Contract.
3.4 These Terms apply to the Contract to the exclusion of any other terms that the Customer may seek to impose or incorporate. Any Project Proposal is only valid for 3 months from its date of issue.
4. SUPPLY OF SERVICES
4.1 TMC shall supply the Services in accordance with the Order in all material respects using reasonable care and skill.
4.2 Any performance dates specified in the Order are estimates only — time shall not be of the essence for performance of the Services.
4.3 TMC warrants that its design work is original and will not knowingly infringe third-party Intellectual Property Rights. Subject to clause 9A regarding AI-Generated Content.
4.4 TMC may engage third party designers or service providers as independent contractors in connection with the Services.
4.5 TMC is not responsible for the production of packaging, printed material or digital display unless expressly stated in the Order.
6. CUSTOMER'S OBLIGATIONS
6.1 The Customer shall: pay Fees on time; ensure all information provided is complete and accurate; co-operate with TMC in all matters relating to the Services; provide required information and materials; obtain all necessary licences and consents; and respond to requests for information or approval within 5 Business Days.
6.2 If TMC's performance is prevented or delayed by any act or omission by the Customer (a "Customer Default"), TMC may suspend performance until the Customer Default is remedied. TMC shall not be liable for any costs or losses arising from a Customer Default.
7. FEES AND PAYMENT
7.1 Fees are set out in the Order. All other costs (equipment rental, licences, hosting etc.) are additional unless stated otherwise.
7.2–7.3 Additional fees apply for work outside agreed hours. Fees may increase annually in line with the Retail Prices Index.
7.5 Invoices are payable within 30 days of the invoice date in full and in cleared funds. Time for payment is of the essence.
7.6 All amounts are exclusive of VAT.
7.7 Late payments accrue interest at 4% above the Bank of England base rate per year from the due date.
7.9 TMC reserves the right to withhold delivery of work until all outstanding sums are paid in full. All IP licences are conditional on receipt of all payments due.
7.11 For new customers, TMC may invoice up to 100% of Fees in advance and reserves the right not to commence work until payment is received.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Upon payment of all Fees and Customer sign-off of the Final Deliverable, TMC grants the Customer a perpetual, exclusive, non-transferable, royalty-free licence to use the Project IP. No Project IP or TMC IP is transferred or assigned to the Customer.
8.3 Customer IP remains the sole property of the Customer. The Customer grants TMC a licence to use Customer IP solely in connection with performing the Contract and for marketing and publicity purposes.
8.5 Where Third Party Materials are incorporated, TMC shall notify the Customer whether a direct licence is available and on what terms.
9A. AI-GENERATED CONTENT ★
Customer's attention is particularly drawn to this clause
9A.1 The Customer acknowledges that TMC may use artificial intelligence (AI) tools to generate text, images, video, or other media ("AI Content") as part of the services provided under this Contract. AI Content may be based on prompts, data, or instructions provided by the Customer and/or determined by TMC in accordance with the project brief.
9A.2 Whilst reasonable steps will be taken to ensure that AI Content does not knowingly infringe third-party intellectual property rights, TMC gives no warranty or guarantee that the AI Content will be free from copyright or other legal claims. The Customer accepts that, due to the nature of AI technologies, the originality and ownership of generated content cannot be assured.
9A.3 The Customer is solely responsible for the final review, approval, and use of any AI Content delivered. The Customer agrees to indemnify and hold harmless TMC against any and all claims, damages, losses, or legal actions arising out of the use, publication, or distribution of AI Content, including but not limited to claims of copyright infringement, defamation, or breach of data protection law.
9A.4 To the fullest extent permitted by law, TMC shall not be liable for any indirect, incidental, special, or consequential loss or damage arising from or related to the use of AI Content. TMC's total liability for any direct claim shall be limited to the total fees paid by the Customer for the specific project to which the claim relates.
10. LIMITATION OF LIABILITY ★
Customer's attention is particularly drawn to this clause
TMC has obtained insurance cover in respect of its own legal liability for individual claims. The Customer is responsible for making its own arrangements for the insurance of any excess loss.
10.3 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, or fraud or fraudulent misrepresentation.
10.4 Subject to clause 10.3, TMC's total liability to the Customer shall not exceed the greater of: the Fees payable pursuant to the Contract; or the amount recovered by TMC from its insurer in relation to the claim.
10.5 TMC shall not be liable for any of the following types of loss: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; or indirect or consequential loss.
12. TERMINATION
12.1 Either party may terminate the Contract with immediate effect if the other party commits a material unremedied breach, enters administration or insolvency, or ceases to carry on business.
12.2 TMC may also terminate with immediate effect if: the Customer fails to pay any amount due and it remains outstanding for 14 days; there is a change of control of the Customer; or continued association with the Customer may be damaging to TMC's reputation.
12.3 On termination, all outstanding invoices become immediately payable. TMC shall not refund any deposits, stage payments or Fees unless expressly agreed in writing.
14. GENERAL
Force Majeure — TMC shall not be liable for delay or failure to perform due to events beyond its reasonable control. If such delay continues for one month, the Customer may terminate on 30 days' written notice.
Non-Solicitation — During the Contract and for 6 months after, the Customer shall not solicit or employ any TMC staff.
Confidentiality — Each party shall keep the other's confidential information private and use it only to perform obligations under the Contract.
Entire Agreement — The Contract constitutes the entire agreement between the parties and supersedes all prior representations and understandings.
Governing Law — The Contract shall be governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute.
Third Party Rights — No third party has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Contract.
SCHEDULE 1 — DEFINITIONS
Business Day
A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Contract
A contract for the purchase of and provision of Services, consisting of an Order and these Terms.
Customer
The person or firm who purchases Services from TMC.
Customer IP
Any and all Intellectual Property Rights owned, created or controlled by the Customer prior to the Contract.
Fees
The fees payable by the Customer for the supply of the Services in accordance with clause 7 and the Order.
Final Deliverable
The deliverable specified in the Order as the last deliverable to be supplied to the Customer by TMC pursuant to the Contract.
Intellectual Property Rights
Patents, utility models, copyright, trade marks, design rights, database rights, confidential information and all other intellectual property rights, whether registered or unregistered, worldwide.
Order
The Customer's order for Services by its selection of an 'option' and signature of the Project Proposal.
Project IP
All Intellectual Property Rights in the Final Deliverable specifically created by TMC, excluding AI Content for which IP cannot be guaranteed or assured.
Project Proposal
The description of potential options and service packages quoted by TMC and provided in writing to the Customer.
Services
The services chosen by the Customer to be supplied by TMC as set out in the Order.
TMC
Mark Horton trading as Mark Horton / The Mark Collective Ltd.
TMC IP
All Intellectual Property Rights owned, created or controlled by TMC prior to or during performance of the Services, insofar as they do not relate to the Final Deliverable.
Third Party Materials
Works or materials authored, created or performed by a third party which is incorporated into the Services and/or Final Deliverable.
MARK HORTON
Strategic AI Advisor · Organisational AI Capability