These Terms of Service (“Terms”) govern the provision of Services by Mohr & Coleman (“Mohr & Coleman”, “we”, “us”, “our”), a trading name of Ricochet Group Ltd (Company No. 07576556), registered in England and Wales at 107 Fore Street, Hertford, SG14 1AS. By accepting a Proposal or otherwise engaging with our Services, you (“Client”, “you”, “your”) agree to be bound by these Terms.

1.1 “Agreement” means the contract between Mohr & Coleman and the Client comprising these Terms and the relevant Engagement Proposal(s) and/or Project documentation.

1.2 “Client” means the party identified as the recipient of the Services.

1.3 “Client Materials” means any documents, data, content, credentials, or other materials provided by the Client for use in connection with the Services.

1.4 “Deliverables” means the outputs of a Project, including (without limitation) software, applications, systems, documentation, and related materials.

1.5 “Engagement” means the initial consultancy, discovery, and planning phase commenced upon acceptance of an Engagement Proposal and payment of the Engagement Fee.

1.6 “Engagement Fee” means the non-refundable fee payable by the Client to commence an Engagement.

1.7 “Engagement Proposal” means the written proposal issued by Mohr & Coleman outlining the scope of the Engagement.

1.8 “Project” means any discrete piece of work arising from an Engagement and agreed in writing, which may include Deliverables.

1.9 “Retainer” means the ongoing commercial arrangement under which Services are provided on a continuing basis following an Engagement.

1.10 “Retainer Fee” means the recurring fee payable by the Client under a Retainer.

1.11 “Services” means consultancy, product strategy, UX/UI design, web and mobile application development, systems architecture, integrations, and related technical and advisory services.

1.12 “Third-Party Services” means any external software, platforms, infrastructure, APIs, hosting providers, or services supplied by third parties.

1.13 “Intellectual Property Rights” means all intellectual property rights, including without limitation copyright, trade marks, database rights, design rights, patents, and rights in confidential information, whether registered or unregistered.

1.14 “Confidential Information” means any information (in any form) disclosed by one party to the other that is marked or should reasonably be understood to be confidential, including business, technical, financial, strategic, and personal data, but excluding information that: (a) is or becomes public other than through breach of the Agreement; (b) was lawfully known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s information; or (d) is required to be disclosed by law or regulatory authority.

1.15 “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

1.16 “Force Majeure Event” means any event beyond a party’s reasonable control, including (without limitation) acts of God, natural disasters, pandemic, terrorist attack, war, civil commotion, industrial dispute, failure of utility services or transport networks, or interruption or failure of internet or telecommunications services.

2.1 Engagement Initiation. An Engagement shall commence when the Client accepts an Engagement Proposal and pays the Engagement Fee in accordance with Clause 7.

2.2 Scope of Engagement. The Engagement covers consultancy, discovery, technical scoping, user flow development, validation, and specification drafting. Unless expressly agreed in writing, an Engagement does not include the delivery of Deliverables.

2.3 Separate Nature of Engagement. The Engagement is a standalone phase. The Client is not obliged to proceed to any Project or Retainer following completion.

2.4 Projects. Any Project shall be subject to a separate written agreement defining scope, specification, timeline, and fees. Deliverables shall arise only under a Project.

2.5 Retainer Model. Where agreed, Services shall be delivered on a Retainer basis. (a) The Retainer Fee represents a baseline monthly commitment based on estimated requirements. (b) All Services are time-based and chargeable, including (without limitation) consultancy, communication, planning, administration, coordination, and delivery work. (c) The Retainer Fee is not a cap on fees and does not limit the total amount payable for Services.

2.6 Retainer Terms. (a) Fixed-term Retainers are non-cancellable for convenience during the agreed term. (b) Flexible-term Retainers may be terminated by either party on not less than thirty (30) days’ written notice.

2.7 Scope Evolution & Adjustments. The Client acknowledges that scope, priorities, and requirements may evolve during the course of the Services. (a) Mohr & Coleman may, acting reasonably, revise fees, timelines, priorities, and resource allocation where scope changes or expands. (b) Mohr & Coleman shall notify the Client in writing where material scope changes occur. (c) Mohr & Coleman may continue to provide Services and charge accordingly pending agreement of any revised fees or scope adjustments.

2.8 Failure to Agree Scope Changes. Where the Client does not accept revised fees or scope adjustments, Mohr & Coleman may, at its discretion: (a) continue Services within existing scope or capacity; (b) suspend affected Services; or (c) terminate the relevant Project or Retainer on written notice.

2.9 Client Responsibilities. The Client shall: (a) provide timely access to information, systems, and personnel as reasonably required; (b) respond promptly to requests for feedback, approvals, and decisions; (c) ensure that all Client Materials are lawful and do not infringe third-party rights; and (d) maintain appropriate internal coordination.

The Client acknowledges that delays, omissions, or failures in fulfilling these responsibilities may impact delivery timelines and may result in additional fees in accordance with Clause 7.

2.10 Confidentiality. Each party shall keep the other’s Confidential Information confidential and shall not disclose it to any third party except: (a) as required by law or regulatory authority; or (b) as reasonably necessary for the performance of the Services.

This obligation shall survive termination of the Agreement.

3.1 Nature of Services. The Services comprise professional consultancy and technical development. The Client acknowledges that no specific business, commercial, or technical outcome is guaranteed.

3.2 User Acceptance Testing (UAT). Deliverables shall be subject to a User Acceptance Testing period of ten (10) Business Days from delivery.

3.3 Acceptance. Deliverables shall be deemed accepted on the earlier of: (a) the Client confirming acceptance in writing; or (b) expiry of the UAT period if no material defects have been reported in writing specifying reasonable details.

3.4 Defects. The Client shall provide sufficient detail to enable Mohr & Coleman to identify and address any reported defects.

3.5 Post-Acceptance Bug Fixing. Mohr & Coleman shall rectify defects notified within ten (10) Business Days following acceptance, provided such defects relate to a failure to meet the agreed specification.

3.6 Exclusions. Bug fixing shall not include: (a) new features, enhancements, or changes in requirements; (b) issues arising from Third-Party Services; (c) modifications made by the Client or third parties; or (d) use outside the agreed scope.

3.7 Ongoing Services. Any Services provided after acceptance, including support, maintenance, enhancements, or additional development, shall be chargeable unless expressly agreed otherwise in writing.

4.1 The Client shall be responsible for entering into agreements with Third-Party Service providers and for compliance with their terms.

4.2 The Client shall be responsible for all Third-Party Service fees, subscriptions, accounts, credentials, and ongoing obligations.

4.3 Mohr & Coleman shall have no liability for any failure, interruption, unavailability, or defect in Third-Party Services, or for any act or omission of a third-party provider.

4.4 Hosting, infrastructure, app stores, and external platforms shall be treated as Third-Party Services unless expressly agreed otherwise in writing.

5.1 Ownership of Deliverables. Subject to receipt of all sums due, ownership of Intellectual Property Rights in the Deliverables shall transfer to the Client.

5.2 Retention of Rights. Mohr & Coleman shall retain ownership of: (a) all methodologies, processes, and frameworks; (b) reusable code, libraries, modules, and components; (c) deployment scripts, tooling, and development utilities; (d) integrations, connectors, and architectural patterns; and (e) all drafts, working materials, and underlying know-how.

5.3 Licence. Mohr & Coleman grants to the Client a non-exclusive, non-transferable licence to use such retained materials as are reasonably necessary for the Client to make use of the Deliverables.

5.4 Portfolio Licence. The Client grants Mohr & Coleman the right to reproduce, publish, and communicate non-confidential aspects of the Deliverables, including the Client’s name and branding, for marketing, case studies, and portfolio use.

5.5 Client Materials. The Client warrants that it has all necessary rights, licences, and consents in Client Materials and shall indemnify Mohr & Coleman against all claims arising from their use.

6.1 Each party shall comply with its obligations under applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

6.2 Where Mohr & Coleman processes personal data on behalf of the Client, the parties shall enter into a separate data processing agreement, the terms of which shall take precedence over this Clause in the event of any conflict.

7.1 The Client shall pay the Engagement Fee as set out in the Engagement Proposal. Engagement Fees are non-refundable.

7.2 Retainer Fees shall be payable monthly in advance.

7.3 All Services are chargeable on a time basis and may exceed the Retainer Fee.

7.4 Invoices shall be payable within seven (7) days of the date of invoice.

7.5 The Client shall pay all amounts in full without set-off, counterclaim, deduction, or withholding (other than any required by law).

7.6 Mohr & Coleman may charge additional fees where Services are extended or impacted by scope changes, delays, or Client-side issues.

7.7 If the Client fails to make payment when due, Mohr & Coleman may: (a) charge interest and compensation in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; (b) suspend the provision of Services; (c) withhold Deliverables; and (d) restrict, suspend, or disable access to systems, environments, or Deliverables until payment is made in full.

8.1 Nothing in the Agreement shall limit or exclude liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot lawfully be limited or excluded.

8.2 Subject to Clause 8.1, Mohr & Coleman shall not be liable for any: (a) loss of profits, revenue, or anticipated savings; (b) loss of business, contracts, or opportunities; (c) loss of goodwill or reputation; (d) indirect, special, or consequential loss or damage; or (e) loss or corruption of data.

8.3 Subject to Clauses 8.1 and 8.2, Mohr & Coleman’s total aggregate liability shall not exceed the total fees paid by the Client in the twelve (12) months immediately preceding the event giving rise to the claim.

9.1 Mohr & Coleman may terminate the Agreement, or suspend Services, with immediate effect by giving written notice if: (a) the Client fails to pay any sum due and such failure continues for fourteen (14) days after written notice; (b) the Client commits a material breach not remedied within thirty (30) days; (c) the Client repeatedly breaches the Agreement; or (d) the Client becomes insolvent or ceases to carry on business.

9.2 Fixed-term Retainers are non-cancellable for convenience during the agreed term.

9.3 Flexible-term Retainers may be terminated by either party on not less than thirty (30) days’ written notice.

9.4 Upon termination, Mohr & Coleman may: (a) cease Services immediately; (b) remove or restrict access to systems, environments, or infrastructure; (c) withhold Deliverables until all sums due are paid; (d) invoice all work completed up to the date of termination; and (e) charge for any transition or handover services.

9.5 Termination shall not affect any accrued rights, remedies, obligations, or liabilities.

10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent caused by a Force Majeure Event.

10.2 The affected party shall notify the other as soon as reasonably practicable.

10.3 If the Force Majeure Event continues for more than sixty (60) days, either party may terminate the Agreement by giving thirty (30) days’ written notice.

11.1 Any notice required under the Agreement shall be in writing and delivered by hand, sent by pre-paid first-class post, or by email to the address specified in the Engagement Proposal (or such other address as notified in writing).

11.2 Notices shall be deemed received: (a) if delivered by hand, at the time of delivery; (b) if sent by pre-paid first-class post, at 9:00 am on the second Business Day after posting; and (c) if sent by email, at the time of transmission, provided no delivery failure notification is received.

12.1 The parties shall use reasonable endeavours to resolve any dispute promptly and in good faith.

12.2 If a dispute cannot be resolved within thirty (30) days, either party may refer the matter to mediation under the CEDR Model Mediation Procedure or such other procedure as agreed.

12.3 If the dispute is not resolved within sixty (60) days after referral to mediation, either party may commence court proceedings.

12.4 The Agreement shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.

13.1 Mohr & Coleman may amend these Terms from time to time to reflect changes in law or business practices.

13.2 Where material changes are made, Mohr & Coleman shall notify the Client in writing or by publishing updated Terms on its website.

13.3 Continued use of the Services constitutes acceptance of the updated Terms.

14.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

14.2 Assignment & Subcontracting. The Client may not assign its rights without consent. Mohr & Coleman may assign or subcontract, remaining responsible for subcontractors.

14.3 Third-Party Rights. No third party shall have rights under the Contracts (Rights of Third Parties) Act 1999.

14.4 Severability. If any provision is found invalid, the remaining provisions shall remain in effect.

14.5 Waiver. Failure or delay in exercising rights shall not constitute a waiver.