These Terms of Service (“Terms”) govern the provision of Services by Shy Studios (“Shy Studios”, “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 Shy Studios and the Client comprising these Terms and the relevant Proposal(s) or Project(s).

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

1.3 “Client Materials” means any documents, data, content, brand assets, or other materials provided by the Client to Shy Studios for use in connection with the Services or any Project.

1.4 “Deliverables” means the specific outputs of a Project, as described in the relevant Project documentation, and provided to the Client subject to Clause 5 (Intellectual Property & Portfolio).

1.5 “Project” means any discrete piece of work defined and agreed in writing, which may include Deliverables.

1.6 “Services” means the design, e-commerce, UX/UI, web application, automation, and brand identity services provided by Shy Studios.

1.7 “Third-Party Services” means software, hosting, platforms, or services supplied by third parties (including but not limited to Morello, Shopify, and other providers) which may be recommended, integrated, or otherwise utilised during the provision of Services or Deliverables.

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

1.9 “Feedback” means any feedback, ideas, suggestions, or recommendations provided by the Client to Shy Studios relating to the Services, Deliverables, or Third-Party Services.

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

2.1 Project Initiation. A Project shall commence when the Client accepts a Proposal and pays any required deposit in accordance with Clause 7 (Fees & Payment).

2.2 Scope of Project. Each Project shall be defined by an agreed specification and scope. Changes to scope must be agreed in writing and may result in adjustments to fees and timelines.

2.3 Third-Party Services. Certain Services may require the use of Third-Party Services. The Client shall be responsible for entering into agreements with such providers and for compliance with their terms of service. Shy Studios shall have no liability for the acts, omissions, performance, or availability of such Third-Party Services.

2.4 Client Responsibilities. The Client shall (a) provide timely feedback, approvals, and content as required; (b) ensure Client Materials are lawful and do not infringe third-party rights; and (c) maintain secure access credentials for any Third-Party Services. The Client acknowledges that delays or omissions may impact project timelines and may result in additional fees under Clause 7.4.

3.1 Core Services. Shy Studios provides the following core Services: Web Design, E-Commerce Development, UX/UI Design, Web Applications & Automation, and Brand Identity.

3.2 Content Models. At the outset of each Project, the parties shall agree one of the following models: (a) Curated Content (Fixed Cost): Shy Studios will create and curate website content based on outcomes from content discovery. This may include AI-assisted copywriting, curation and editing of stock visual assets, and content integration. This model is intended to minimise delays caused by missing or late content. (b) Supplied Content (Variable Cost): The Client supplies complete and accurate content in a timely manner. Shy Studios will perform general editing and integrate the supplied content, billed at the standard hourly rate. If Client-supplied content is not received within a reasonable timeframe, Shy Studios may recommend transitioning to the Curated Content model. Additional charges, including late delivery charges, may apply.

3.3 Completion & Handover. Deliverables shall be provided to the Client following receipt of all sums due. Any hosting, maintenance, or subscription-related services are managed by Third-Party Service providers.

3.4 Ongoing Support. Shy Studios does not provide inclusive ongoing support for Deliverables unless explicitly agreed in writing. Clients must refer to Third-Party Service support policies where applicable.

3.5 Acceptance of Deliverables. Deliverables shall be deemed accepted on the earlier of: (a) the Client confirming acceptance in writing; or (b) ten (10) Business Days after delivery if no material defects have been reported in writing specifying reasonable details.

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

4.2 No Liability. Shy Studios shall have no liability for interruptions, terminations, or failures of Third-Party Services, or for any act or omission of a third-party provider, whether or not recommended or integrated by Shy Studios.

5.1 Ownership of Deliverables. Subject to Clause 5.2 and conditional upon receipt of all sums due, ownership of Intellectual Property Rights in the Deliverables shall transfer to the Client. Until such time as payment is received in full, all Intellectual Property Rights in the Deliverables shall remain vested in Shy Studios.

5.2 Our Intellectual Property. Shy Studios shall retain ownership of (a) all methodologies, processes, know-how, and frameworks developed, used, or relied upon in the course of providing the Services; and (b) all Intellectual Property Rights in any preliminary drafts, concepts, notes, research, or working materials, save where expressly agreed otherwise in writing. Shy Studios grants to the Client a non-exclusive, non-transferable licence to use such materials as are reasonably necessary for the Client to make use of the Deliverables.

5.3 Portfolio Licence. The Client grants Shy Studios the right to reproduce, publish, and communicate non-confidential aspects of the Deliverables, including the Client’s name and brand identity, for the purposes of marketing, case studies, and portfolio use, unless otherwise agreed in writing.

5.4 Client Materials. The Client warrants that it has all necessary rights, licences, and consents in Client Materials. The Client shall indemnify Shy Studios against all claims, damages, and expenses arising from infringement of third-party rights in the Client Materials.

5.5 Prohibited Content. The Client shall not request or require Services or Deliverables which: (a) contain or promote hate speech, discrimination, or unlawful content; (b) promote violence, terrorism, or unlawful activities; (c) infringe third-party Intellectual Property Rights; (d) involve fraudulent, deceptive, or misleading practices; or (e) compromise the security or integrity of any Third-Party Services. Shy Studios reserves the right to refuse or terminate any Project which, in its reasonable opinion, breaches this clause.

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

6.2 Processing on Behalf of the Client. Where Shy Studios 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 conflict.

6.3 Client Warranties. The Client warrants that it has obtained all necessary consents and authorisations required for any personal data it provides in connection with the Services.

7.1 Deposits. A percentage of the total Project fee may be required upfront to secure a start date. Deposits shall be non-refundable unless otherwise agreed in writing.

7.2 Invoices and Payment Terms. Project invoices will be generated periodically in accordance with the Proposal or confirmation documentation. All invoices are payable within seven (7) days of the date of invoice. The Client shall pay all amounts in full without set-off, counterclaim, deduction, or withholding (other than any deduction or withholding required by law). All amounts are payable in GBP and exclusive of VAT.

7.3 Final Invoice. The remaining balance must be paid in full before completion and handover of Deliverables.

7.4 Additional Fees for Delay. Where a Project overruns the expected schedule due to Client-side delays or lack of content, approvals, or feedback, Shy Studios may charge additional fees and adjust timelines.

7.5 Refunds & Cancellations. Payments are non-refundable except at Shy Studios’ discretion. Clients wishing to cancel must provide written notice, and any work completed up to the cancellation date will be invoiced accordingly.

7.6 Late Payment. If the Client fails to make any payment by the due date, Shy Studios may charge interest and claim compensation on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and may suspend work until all overdue amounts have been paid in full.

8.1 Unlimited Liability. Nothing in the Agreement shall limit or exclude either party’s liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be limited or excluded.

8.2 Exclusion of Certain Losses. Subject to Clause 8.1, Shy Studios 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 Cap on Liability. Subject to Clauses 8.1 and 8.2, Shy Studios’ total aggregate liability to the Client shall not exceed the total fees paid by the Client under the relevant Project, or, if none, the total fees paid in the twelve (12) months immediately preceding the event giving rise to the claim.

8.4 Third-Party Services. Shy Studios shall have no liability for any interruptions, terminations, or failures of Third-Party Services, or for any act or omission of a third-party provider, whether or not recommended or integrated by Shy Studios.

8.5 Backups. The Client shall be solely responsible for maintaining backups of all Client Materials, Deliverables, or other data supplied to or arising from the Services, unless expressly agreed otherwise in writing.

9.1 Termination by Shy Studios. Shy Studios may terminate the Agreement, or suspend provision of Services or Deliverables, 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 of non-payment; (b) the Client commits a material breach not capable of remedy, or, if capable of remedy, is not remedied within thirty (30) days of written notice; (c) the Client repeatedly breaches the Agreement; or (d) the Client becomes insolvent, enters into liquidation, administration, or any arrangement with its creditors, or ceases (or threatens to cease) to carry on business.

9.2 Termination by the Client. The Client may terminate the Agreement by giving written notice if: (a) Shy Studios commits a material breach not remedied within thirty (30) days of written notice; or (b) Shy Studios becomes insolvent, enters into liquidation, administration, or any arrangement with its creditors, or ceases trading.

9.3 Termination for Convenience. Either party may terminate for convenience by giving not less than thirty (30) days’ written notice. Where termination is for convenience: (a) the Client shall remain liable for all fees and expenses properly incurred up to the effective date of termination; and (b) any prepaid deposits shall be non-refundable unless expressly agreed otherwise.

9.4 Effect of Termination. Termination shall not affect accrued rights, remedies, obligations, or liabilities of either party as at the date of termination. Clauses intended to survive (including Clauses 5, 7, 8, 9.4, 12, and 14) shall continue in full force and effect.

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 of a Force Majeure Event and its expected duration.

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 to be given 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 Proposal (or such other address as either party may notify 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 by the sender.

12.1 Before commencing formal legal proceedings, the parties shall use reasonable endeavours to resolve any dispute promptly and in good faith.

12.2 If a dispute cannot be resolved through good faith discussions within thirty (30) days, either party may refer the matter to mediation under the CEDR Model Mediation Procedure, or such other mediation procedure as the parties may agree. The costs of mediation shall be borne equally by the parties.

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, and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction.

13.1 Shy Studios may amend or update these Terms from time to time to reflect changes in law, regulatory requirements, or business practices.

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

13.3 Continued use of the Services by the Client following such notification shall constitute acceptance of the updated Terms.

14.1 Entire Agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior proposals, discussions, or understandings. Each party acknowledges that it has not relied on any representation not expressly set out in the Agreement.

14.2 Assignment & Subcontracting. The Client shall not assign, transfer, or otherwise deal with its rights or obligations without prior written consent. Shy Studios may assign, transfer, or subcontract its obligations, provided it remains responsible for subcontractors’ acts and omissions.

14.3 Third-Party Rights. A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

14.4 Severability. If any provision is found invalid, unlawful, or unenforceable by a court of competent jurisdiction, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14.5 Waiver. A failure or delay by either party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict any further exercise of that right or remedy.