These Terms of Service (“Terms”) govern the provision of Services by Sqoot (“Sqoot”, “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 purchasing a Package or otherwise engaging our Services, you (“Client”, “you”, “your”) agree to be bound by these Terms.

1.1 “Agreement” means the contract between Sqoot and the Client comprising these Terms and the relevant Proposal(s) or Package(s).

1.2 “Client” means the party identified in the Proposal or order confirmation 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 Sqoot for use in connection with the Services or any Package.

1.4 “Deliverables” means the website or related outputs delivered under a Package, subject to Clause 5 (Intellectual Property & Portfolio).

1.5 “Package” means a fixed-cost website package offered by Sqoot, as described in our Proposal or marketing materials.

1.6 “SEO Setup” means one-off configuration activities carried out by Sqoot to establish a baseline search presence, as described in Clause 3.3.

1.7 “Services” means the website Packages and SEO Setup services provided by Sqoot.

1.8 “Third-Party Services” means software, hosting, platforms, or services supplied by third parties (including but not limited to Morello, Shopify, domain registrars, analytics providers, and search engines).

1.9 “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.

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

1.11 “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 Package Orders. An order is formed when the Client accepts a Proposal or purchases a Package and pays any required deposit in accordance with Clause 7 (Fees & Payment).

2.2 Scope of Package. Each Package includes only the features and services expressly described. Any additional work or changes requested by the Client shall be quoted and charged separately.

2.3 Third-Party Services. Websites are hosted on Third-Party Services. The Client contracts directly with those providers and shall comply with their terms of service. Sqoot shall have no liability for the performance, availability, or costs of Third-Party Services.

2.4 Client Responsibilities. The Client shall (a) provide timely content, approvals, and access credentials as required; (b) ensure Client Materials are lawful and do not infringe third-party rights; and (c) accept responsibility for end-user policies (such as privacy notices, cookie policies, and website terms of sale) unless Sqoot is separately engaged to provide them.

3.1 Website Packages. Sqoot shall deliver the website in accordance with the selected Package specification.

3.2 Content Models. At the outset of each Package, the parties shall agree one of the following models:

(a) Curated Content (Fixed Cost): Sqoot creates and curates content based on discovery outcomes, including AI-assisted copywriting and stock visual asset curation.

(b) Supplied Content (Variable Cost): The Client supplies content in a timely manner; Sqoot integrates and edits such content at its standard hourly rate. If delays occur, Sqoot may recommend switching to Curated Content, subject to additional fees.

3.3 SEO Setup. Sqoot may provide one-off SEO Setup services, which may include technical configuration, metadata templates, submission of sitemaps, and integration with Google Search Console or Google Analytics. SEO Setup is a baseline service only. Sqoot does not guarantee rankings, traffic, leads, or results of any kind.

3.4 Exclusions. Packages do not include ongoing SEO, copywriting beyond the agreed model, photo/video production, custom application development, complex integrations, domain or DNS management, paid advertising, or ongoing support, unless expressly agreed in writing.

3.5 Completion & Handover. Deliverables shall be provided to the Client following receipt of all sums due.

3.6 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 Third-Party Service providers and for compliance with their terms.

4.2 No Liability. Sqoot shall have no liability for unavailability, interruptions, or changes to Third-Party Services, or for acts or omissions of third-party providers, whether or not recommended or integrated by Sqoot.

5.1 Ownership of Deliverables. Subject to Clause 5.2 and conditional upon full payment, 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 Sqoot.

5.2 Our Intellectual Property. Sqoot shall retain ownership of (a) all methodologies, processes, frameworks, and tools used in providing the Services; and (b) all Intellectual Property Rights in preliminary drafts, concepts, and working files, unless expressly agreed otherwise in writing. Sqoot grants the Client a non-exclusive, non-transferable licence to use such materials as are reasonably necessary for the Client to use the Deliverables.

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

5.4 Client Materials. The Client warrants that it has all necessary rights and consents in Client Materials and shall indemnify Sqoot against any claims or expenses arising from infringement of third-party rights.

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.

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 Sqoot processes personal data on behalf of the Client (for example, in connection with analytics or SEO tools), the parties shall enter into a separate data processing agreement, which shall prevail 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.

7.1 Package Fees. Package fees are fixed for the inclusions described. Any additional work or add-ons shall be charged separately.

7.2 Deposits. Sqoot may require payment of a non-refundable deposit prior to commencement of a Package.

7.3 Invoices and Payment Terms. All invoices shall be 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.

7.4 Final Invoice. The balance of the Package fee shall be payable prior to completion and handover of the Deliverables.

7.5 Additional Fees for Delay. Where Client delays prevent progress (for example, late provision of content or approvals), Sqoot may charge additional fees and reschedule delivery.

7.6 Refunds & Cancellations. Deposits are non-refundable. If the Client cancels, fees for work performed and committed third-party costs remain payable.

7.7 Late Payment. If the Client fails to make any payment by the due date, Sqoot 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 are 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, Sqoot 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, Sqoot’s total aggregate liability to the Client shall not exceed the total fees paid by the Client under the relevant Package, 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. Sqoot shall have no liability for any unavailability, errors, or failures of Third-Party Services, or for acts or omissions of third-party providers.

8.5 SEO Disclaimer. The Client acknowledges that SEO results depend on factors outside Sqoot’s control, including search engine algorithms, competition, and content quality. Sqoot makes no guarantees as to search rankings, traffic, leads, or outcomes.

8.6 Backups. The Client is 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 Sqoot. Sqoot 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; (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) Sqoot commits a material breach not remedied within thirty (30) days of written notice; or (b) Sqoot 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 order confirmation (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 Sqoot 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, Sqoot 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. Sqoot 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.