These Terms of Service (“Terms”) govern the provision of Services by Signal Partners (“Signal Partners”, “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 an Engagement 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 Signal Partners and the Client comprising these Terms and the relevant Engagement Proposal(s) or any Project(s).

1.2 “Client” means the party identified in the Engagement 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 Signal Partners for use in connection with the Services, the Engagement, 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 “Engagement” means the advisory relationship established between Signal Partners and the Client, commencing upon acceptance of an Engagement Proposal and payment of the Engagement Fee.

1.6 “Engagement Fee” means the initial fee payable by the Client to commence an Engagement.

1.7 “Engagement Proposal” means the written proposal issued by Signal Partners, including the section entitled Scope of Partnership (as defined in Clause 3.1), which outlines the broad framework of Services available to the Client during the Engagement.

1.8 “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.

1.9 “Project” means any discrete piece of work beyond the Engagement, separately defined and agreed in writing, which may include Deliverables.

1.10 “Services” means the consultancy, advisory, strategic, cultural, digital, identity, and related services provided by Signal Partners, as further described in the Scope of Partnership section of the Engagement Proposal.

1.11 “Third-Party Services” means software, platforms, products, or services supplied by third parties which may be recommended, integrated, or otherwise utilised during the provision of Services or Deliverables.

1.12 “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.

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

1.14 “Confidential Information” means any information (in any form) disclosed by one party to the other that is marked or stated to be confidential or which 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 before disclosure, (c) is independently developed without use of the disclosing party’s confidential information, or (d) must be disclosed by law or regulatory authority.

1.15 “Scope of Partnership” means the section of the Engagement Proposal identifying the principal service areas available to the Client during the Engagement, structured around Signal Partners’ service pillars, and intended as a flexible framework rather than a fixed list of Deliverables.

1.16 “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 Engagement Initiation. An Engagement shall commence when the Client accepts an Engagement Proposal and pays the Engagement Fee in accordance with Clause 7 (Fees & Payment).

2.2 Scope of Engagement. The Engagement covers initial consultancy, discovery, and strategic planning. Unless otherwise specified and agreed in writing, an Engagement does not automatically include Project delivery or Deliverables.

2.3 Projects. Any Project arising during an Engagement shall be subject to a separate written agreement setting out the scope, specification, timetable, and applicable fees. Deliverables shall only arise under a Project and not as part of the Engagement, unless expressly agreed in writing.

2.4 Third-Party Services & Partners. Certain Services or Deliverables may require the use of Third-Party Services or the engagement of partner organisations. The Client shall be responsible for entering into agreements with such providers and for compliance with their terms of service. Signal Partners shall have no liability for the acts, omissions, performance, or availability of such Third-Party Services.

2.5 Client Responsibilities. The Client shall (a) provide timely access to information, decision-makers, and resources as reasonably required; (b) respond promptly to requests for feedback, approvals, and data; and (c) ensure that any information or materials provided are lawful and do not infringe the rights of any third party. The Client acknowledges that delays or lack of access to required information may impact agreed timelines and may result in additional fees in accordance with Clause 7.4.

2.6 Confidentiality & Conflicts. Signal Partners shall treat all Client information as confidential and shall not disclose it without the Client’s prior consent, except as required by law. The Client shall notify Signal Partners promptly of any known or potential conflicts of interest that may affect the Engagement. The obligations in this Clause shall survive termination of the Agreement.

3.1 Scope of Services. The Engagement Proposal shall include a Scope of Partnership, identifying the principal service areas available to the Client under the Engagement, structured around Signal Partners’ service pillars: Strategy, Culture, Digital, Identity, and Advisory. The Scope of Partnership is indicative in nature and constitutes a flexible framework of potential Services. It does not constitute a fixed, exhaustive, or binding list of Deliverables.

3.2 Evolution of Services. The Services to be provided during the Engagement shall be determined on an ongoing basis, in consultation with the Client, and may evolve over time. Signal Partners shall have discretion, subject to consultation, to recommend priorities at different stages.

3.3 Professional Judgement. The Client acknowledges that the Services comprise professional judgement and advice. Signal Partners does not warrant that any particular business or financial outcome will be achieved. The Client remains responsible for decisions taken in reliance on the Services.

3.4 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 any required agreements with Third-Party Service providers and for compliance with their terms of service.

4.2 No Liability. Signal Partners shall have no liability for any failure, unavailability, error, or defect in any Third-Party Services, or for any act or omission of a third-party provider, whether or not recommended or integrated by Signal Partners.

5.1 Ownership of Deliverables. Subject to Clause 5.2 and conditional upon receipt by Signal Partners of all sums due under the relevant Engagement or Project, ownership of the 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 Signal Partners.

5.2 Our Intellectual Property. Notwithstanding Clause 5.1, Signal Partners 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 produced in the course of the Engagement or any Project, save where expressly agreed otherwise in writing. Signal Partners grants to the Client a non-exclusive, non-transferable licence to use such methodologies, processes, and frameworks as are reasonably necessary for the Client to make use of the Deliverables.

5.3 Portfolio Licence. The Client grants Signal Partners 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 any materials, data, or information it provides. The Client shall indemnify Signal Partners against all claims, damages, and expenses arising from any infringement of third-party rights in the Client Materials.

5.5 Prohibited Content. The Client shall not request or require the provision of Services or Deliverables which: (a) contain or promote hate speech, discrimination, or unlawful content; (b) promote violence, terrorism, or other unlawful activities; (c) infringe the Intellectual Property Rights of any third party; (d) involve fraudulent, deceptive, or misleading practices; or (e) compromise the security or integrity of any Third-Party Services. Signal Partners reserves the right to refuse or terminate any Engagement or 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 General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018, in relation to any personal data processed under or in connection with the Agreement.

6.2 Processing on Behalf of the Client. Where Signal Partners 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 Engagement Fee. The Client shall pay the Engagement Fee as set out in the relevant Engagement Proposal.

7.2 Project Fees. In respect of Projects, the Client shall pay fees in accordance with the payment schedule set out in the relevant Project documentation. Signal Partners may require payment of a deposit prior to commencing a Project. Any such deposit shall be non-refundable unless otherwise agreed in writing.

7.3 Invoices and Payment Terms. Unless otherwise specified in the Engagement Proposal or Project documentation, 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). Unless stated otherwise, all amounts are payable in GBP and the Client shall bear all bank charges and foreign exchange costs.

7.4 Additional Fees for Delay. Where the Client fails to provide timely access to information, decision-makers, approvals, or other resources as required, Signal Partners may, acting reasonably, charge additional fees to reflect the delay and any associated costs.

7.5 Expenses. The Client shall reimburse Signal Partners for all reasonable expenses properly and necessarily incurred in connection with the provision of the Services, including travel, subsistence, accommodation, and third-party costs, provided such expenses are agreed in advance and supported by appropriate receipts.

7.6 Taxes. All fees and expenses are exclusive of value added tax (“VAT”) or any equivalent sales tax, which shall be payable by the Client at the prevailing rate.

7.7 Late Payment. If the Client fails to make any payment by the due date, Signal Partners 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 the provision of Services, Projects, or Deliverables 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 its 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, Signal Partners shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, 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, arising under or in connection with the Agreement.

8.3 Cap on Liability. Subject to Clauses 8.1 and 8.2, Signal Partners’ total aggregate liability to the Client shall not exceed the total fees paid by the Client under the Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

8.4 Third-Party Services. Signal Partners shall have no liability for any failure, unavailability, error, or defect in any Third-Party Services, or for any act or omission of a third-party provider, whether or not recommended or integrated by Signal Partners.

8.5 Client Responsibility for Backups. Unless expressly agreed otherwise in writing, the Client shall be solely responsible for maintaining backups of all Client Materials, Deliverables, or other data supplied to or arising from the Services. Signal Partners shall have no liability for any loss, damage, or corruption of such data.

9.1 Termination by Signal Partners. Signal Partners may terminate the Agreement, or suspend the provision of Services, Projects, or Deliverables, with immediate effect by giving written notice to the Client 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 which is not capable of remedy, or, if capable of remedy, is not remedied within thirty (30) days of written notice; (c) the Client repeatedly breaches any term of the Agreement in a manner which reasonably justifies the opinion that its conduct is inconsistent with it having the intention or ability to comply; 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) Signal Partners commits a material breach not remedied within thirty (30) days of written notice; or (b) Signal Partners becomes insolvent, enters into liquidation, administration, or any arrangement with its creditors, or ceases trading.

9.3 Termination for Convenience. Either party may terminate an Engagement or the Agreement 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 Engagement Fees or deposits shall be non-refundable unless expressly agreed otherwise.

9.4 Effect of Termination. Termination of the Agreement shall not affect any accrued rights, remedies, obligations, or liabilities of either party as at the date of termination. Clauses which expressly or by implication survive termination (including, without limitation, 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 Engagement Proposal (or such other address as either party may notify to the other 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 (Centre for Effective Dispute Resolution) Model Mediation Procedure, or such other mediation procedure as the parties may agree in writing. 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 Signal Partners 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, Signal Partners 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 relating to its subject matter. Each party acknowledges that it has not relied on any representation or statement not expressly set out in the Agreement.

14.2 Assignment & Subcontracting. The Client shall not assign, transfer, or otherwise deal with any of its rights or obligations under the Agreement without the prior written consent of Signal Partners. Signal Partners may assign, transfer, or subcontract the performance of its obligations under the Agreement, provided that (a) Signal Partners remains responsible for the acts and omissions of its subcontractors as if they were its own; and (b) such assignment, transfer, or subcontracting does not materially affect the Client’s rights under the Agreement.

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 of the Agreement is found to be 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 under the Agreement shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict any further exercise of that or any other right or remedy.