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 instructing us to proceed with work, paying an invoice, 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 any relevant Proposal(s), Project documentation, written instructions, invoices, or other agreed communications relating to the Services.

1.2 “Client” means the party identified as the recipient of the Services in a Proposal, Project documentation, invoice, written instruction, or other written agreement.

1.3 “Client Materials” means any documents, data, content, brand assets, credentials, access details, 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 or Services, as described in the relevant Proposal, Project documentation, written instruction, invoice, or other agreed communications, and provided to the Client subject to Clause 5 (Intellectual Property & Portfolio).

1.5 “Project” means any discrete piece of work, task, or engagement carried out by Shy Studios for the Client, whether defined by a Proposal, specification, brief, estimate, instruction, invoice, or other form of Client request.

1.6 “Services” means the design, consultancy, strategy, e-commerce, UX/UI, web application, automation, brand identity, and related digital and advisory 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, amendments, preferences, 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.

1.11 “Intellectual Property Rights” means all intellectual property rights, including without limitation patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, goodwill, rights in designs, database rights, rights in confidential information, and any other rights of a similar nature, whether registered or unregistered, and all applications, renewals, extensions, and rights to claim priority in relation to any of the same.

2.1 Project Initiation. Services shall commence when the Client instructs Shy Studios to proceed with work, whether verbally, in writing, or through ongoing engagement, and any applicable invoice has been issued and paid in accordance with Clause 7 (Invoicing & Payment). Payment of any invoice issued by Shy Studios shall constitute acceptance of these Terms unless otherwise agreed in writing.

2.2 Scope of Project. A Project may be defined by a specification, scope, estimate, proposal, brief, discovery process, written instruction, verbal instruction, invoice, or other form of Client request. The Client acknowledges that: (a) Shy Studios is not required to agree a fixed specification, scope, estimate, or proposal before commencing Services; (b) all Services are provided on a time basis and charged at Shy Studios’ applicable hourly rate unless expressly agreed otherwise in writing; (c) any estimates, projections, specifications, scopes, proposals, briefs, or timelines provided by Shy Studios are indicative only and do not constitute fixed-price commitments unless expressly agreed otherwise in writing; (d) Project scope, specification, priorities, and direction may evolve during the course of Services; and (e) all time spent in connection with a Project or other Services, including consultancy, communication, planning, administration, coordination, design, development, feedback, revisions, support, and related activities, shall be chargeable. Where scope, specification, priorities, direction, or workload change, Shy Studios may revise estimates, timelines, resource allocation, and applicable fees accordingly.

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 agrees to: (a) provide timely feedback, approvals, decisions, content, information, and access as reasonably required; (b) ensure that all Client Materials are lawful and do not infringe any third-party rights; and (c) maintain secure access credentials for any Third-Party Services. The Client acknowledges that delays, omissions, indecision, incomplete information, evolving requirements, or changes in direction may affect estimates, timelines, resource allocation, and applicable fees.

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 Services. Where Services involve content creation, editing, review, coordination, population, restructuring, or integration, such work shall constitute chargeable Services billed on a time basis unless expressly agreed otherwise in writing. The Client may supply content directly or request Shy Studios to assist with content-related work as part of the Services. Any time spent reviewing, correcting, formatting, adapting, integrating, or managing Client-supplied content shall be chargeable.

3.3 Completion & Handover. Deliverables shall be deemed complete when made available to the Client, or when the relevant Services have otherwise been performed, provided all sums due have been paid in full. Where a specification, scope, brief, or other agreed delivery basis exists, completion shall be assessed against that basis. Where no such basis exists, completion shall be assessed by reference to the Services instructed by the Client and performed by Shy Studios. Any hosting, maintenance, infrastructure, or subscription-related services are managed by Third-Party Service providers unless expressly agreed otherwise in writing.

3.4 Ongoing Support. Shy Studios does not provide inclusive ongoing support for Deliverables unless explicitly agreed in writing. Any support, maintenance, enhancements, updates, advice, investigation, troubleshooting, or additional Services shall be chargeable on a time basis at Shy Studios’ applicable hourly rate and payable in advance in accordance with Clause 7 (Invoicing & Payment). Clients must refer to Third-Party Service support policies where applicable.

3.5 Acceptance of Deliverables. Where Deliverables are provided, they 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. A defect means a material failure to conform to an agreed specification, scope, or written instruction, where such specification, scope, or written instruction exists. Differences in preference, interpretation, expectation, or subjective opinion shall not constitute defects.

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 Fees & Accounts. The Client shall be responsible for all Third-Party Service fees, subscriptions, accounts, credentials, licences, renewals, and ongoing obligations unless expressly agreed otherwise in writing.

4.3 No Liability. Shy Studios shall have no liability for interruptions, terminations, failures, errors, defects, or unavailability 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, frameworks, templates, systems, reusable components, and tools 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 Advance Payment. Services are payable in advance. Shy Studios shall not be required to commence, continue, or action any Services unless the Client has paid in advance for the relevant time or work. Any advance payment shall be non-refundable unless otherwise agreed in writing and shall constitute payment towards chargeable Services.

7.2 Invoicing Schedule & Timing. All Services are provided on a time basis and charged at Shy Studios’ applicable hourly rate unless expressly agreed otherwise in writing. Shy Studios may issue invoices in advance for: (a) estimated time to be incurred; (b) agreed blocks of time; (c) requested Services; (d) expenses or third-party costs; and (e) any other chargeable Services. Any estimates, projections, specifications, scopes, proposals, briefs, or timelines are indicative only and do not constitute fixed-price commitments. 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 Payment Prior to Handover. Shy Studios shall be entitled to withhold completion, delivery, or handover of any Deliverables unless and until all outstanding invoices relating to the relevant Services or Project have been paid in full.

7.4 Additional Fees for Delay or Change. Where a Project or Services overrun the expected schedule, allocated time, or agreed scope due to Client-side delays, late or incomplete content, approvals, feedback, changes in direction, additional requirements, or other Client-side issues, Shy Studios may revise estimates, timelines, resource allocation, and applicable fees accordingly. Such work shall constitute additional Services and shall be billed in accordance with Clause 7. Shy Studios shall not be required to action any additional, revised, or continuing Services unless the relevant advance payment has been received.

7.5 Refunds & Cancellations. Payments are non-refundable except at Shy Studios’ discretion. Clients wishing to cancel Services must provide written notice. Shy Studios may deduct all time incurred, expenses, third-party costs, and committed resources from any advance payments received before determining whether any balance is refundable.

7.6 Late Payment. If the Client fails to make any payment by the due date, including any advance payment required before Services commence or continue, 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 Services, withhold Deliverables, or restrict, suspend, or disable access to systems, environments, or Deliverables until all overdue amounts have been paid in full.

7.7 Feedback & Revisions. All feedback, revisions, refinements, amendments, iterations, and related communication shall constitute chargeable Services payable in advance. This includes (without limitation): (a) review and consideration of feedback; (b) meetings and discussions; (c) written communication; (d) planning and coordination; (e) design or development changes; and (f) implementation work arising from Client requests. The Client acknowledges that: (i) all revisions and iteration work are provided on a time basis; (ii) estimates may change as Services evolve; and (iii) differences in preference, interpretation, expectation, or subjective opinion shall not constitute defects. Where revisions, feedback, or evolving requirements materially affect workload, priorities, timelines, or resource allocation, Shy Studios may revise estimates, delivery timelines, and applicable fees accordingly.

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 Services, 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, systems, 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 chargeable up to the effective date of termination; and (b) any advance payments 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. Upon termination, Shy Studios 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) deduct all time incurred, expenses, third-party costs, and committed resources from any advance payments received; and (e) charge for any transition or handover services. Clauses intended to survive termination, 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.