Legal

Terms

Revision 2.0 — in force 5 August 2026, last revised the same day

These terms are in four parts. Part A sets out definitions and how these terms are accepted. Part B governs use of this website. Part C governs professional services we supply to business customers. Part D is the end-user licence agreement for mobile applications we publish, and includes the rights you have as a consumer. Part E contains the general clauses that apply throughout.

If you are a consumer, nothing in these terms removes or reduces rights the law gives you and does not allow us to exclude. Clause 36 explains those rights.

Part A — 1. Definitions

In these terms:

• "App" means a mobile or desktop application published by us under our own name on the Apple App Store, Google Play or another distribution channel.
• "Background IP" means intellectual property owned or licensed by a party before an engagement begins, or created outside it, including our tools, libraries, frameworks, templates and know-how.
• "Consumer" means a person dealing with us for reasons lying wholly or mainly outside any trade, business, craft or profession of theirs.
• "Customer" means the person or organisation that engages us to supply Services.
• "Deliverables" means the software, code, designs, documentation and other materials we are engaged to create and deliver under a Statement of Work.
• "Fees" means the charges for the Services set out in a Statement of Work.
• "Services" means the professional services described in clause 8.
• "Statement of Work" or "SOW" means a written proposal, quotation, scope document or order accepted by both parties describing the Services, Deliverables, timescales and Fees.
• "Website" means https://thinkpodstudios.co.uk and its subdomains.

Headings sit there to help you find things and carry no interpretive weight. Wherever "including" appears, read it as opening a list rather than closing one. A statute named here means that statute as it now stands, amendments and re-enactments taken in. Anything described as written covers email.

2. Scope and acceptance

Part B applies to everyone who uses the Website, and is accepted by using it. Part C applies where we supply Services, and is accepted when a Statement of Work is signed or confirmed in writing, or when we begin work at the Customer's request, whichever is earlier. Part D applies when you download or use an App, and is accepted by installing or using it. Part E applies to all of them.

Where a signed agreement between us and a Customer conflicts with these terms, the signed agreement prevails for that engagement. Where a Statement of Work conflicts with Part C, the Statement of Work prevails on the specific point it addresses. A Customer's purchase order or standard purchasing terms have no effect unless we expressly accept them in writing.

We may update these terms. The version published here with its effective date applies to Website use and to new engagements. For a live engagement, changes take effect only by agreement or as clause 40 allows. For Apps, material changes are notified as described in clause 40.

Part B — 3. Permitted use of the website

Reading these pages, letting your browser cache them and printing them for your own purposes — sizing us up among them — is all fine. Without written permission from us beforehand, what is not fine: republishing the material, selling it or otherwise turning it to commercial account, harvesting or scraping it systematically, and feeding it to a machine learning model.

4. Website content and our marks

Save where something says otherwise, the intellectual property across these pages and everything on them — wording, design, layout, graphics, code, plus the Thinkpod Studios name and mark — is either ours or licensed to us. Past the narrow permission clause 3 gives, rights stay reserved. Nothing here hands anyone a licence over our name, our mark or our branding.

5. Acceptable use of the website

You must not use the Website in any way that causes, or may cause, damage to it or impairment of its availability; in any way that is unlawful, fraudulent or harmful; to probe, scan or test its vulnerabilities without our prior written permission; to transmit malicious code; to place a disproportionate load on our infrastructure; or to collect personal data from it for marketing. We may restrict or block access to protect the Website, and we may report unlawful activity to the authorities.

Responsible security research is welcome. If you find a vulnerability, tell us at studio@thinkpodstudios.co.uk before disclosing it, do not access more data than necessary to demonstrate it, and we will not pursue you.

6. Third-party links

The Website links to third-party sites, including app store listings and the Information Commissioner's Office. What happens on them is not ours to govern. Pointing at a page does not mean we vouch for it, and their material, uptime and conduct are their own responsibility rather than ours.

7. Website disclaimers

The Website is provided free of charge for general information about our Services. While we work to keep it accurate and available, you get it as it stands and as it happens to be available: no promise reaches you that it will run uninterrupted or free of error, nor that what it says is exhaustive or current. Nothing on it constitutes professional advice, and no statement on it forms part of any contract unless expressly incorporated into a signed agreement. Where the Website describes what we do, treat it as an opening to a conversation about possible work; it is not something you can accept and thereby form a contract.

Part C — 8. The services we provide

We are a boutique software development studio. Our Services include custom software development; web application design and build; mobile application design and build for iOS and Android; MVP and prototype development; technical discovery, architecture and scoping; integration work; and ongoing maintenance, support and hosting administration. The specific Services for an engagement are those described in its Statement of Work; nothing outside the SOW is included.

Where a Statement of Work states an estimate, timeline or indicative price rather than a fixed one, it is given in good faith on the information available and is not a commitment. Where time is stated, time is not of the essence unless the SOW expressly says so.

9. How an engagement is formed

A discovery conversation normally produces a proposal or Statement of Work from us. What makes it binding is any one of three things: the Customer accepting in writing, paying a deposit against it, or asking us to start where we then do. Proposals stand for 30 days from the day they go out unless marked otherwise; past that we may put a fresh price on the work.

10. Eligibility and authority

Business customers are who Part C is written for. Accepting a Statement of Work is your confirmation that a business is what you act for, that you have reached 18, and that whoever put their name to it carries authority to commit the Customer. Should someone engage us for bespoke work while acting as a Consumer, the SOW will say as much, and clause 36 brings the consumer protections with it.

11. Your obligations as a customer

Hitting a date and a number depends on your side as much as ours. The Customer undertakes to:

• get us information, content, assets, decisions and approvals that are accurate, complete and on time;
• name one person to speak for the Customer, empowered both to instruct us and to sign work off;
• give timely access to systems, accounts, environments, third-party services and people we reasonably need, in the manner described in our Privacy Policy;
• actually hold the rights, licences and permissions covering anything handed to us, extending to our use of it in delivering the Services;
• ensure that any personal data it makes available to us may lawfully be processed by us for the agreed purpose;
• not use the Services or Deliverables for unlawful purposes, to infringe others' rights, or to build anything that requires a regulatory permission the Customer does not hold;
• pay on time.

Delay or expense flowing from a failure on those points pushes the timescales out to match, leaves us off the hook for the slippage, and lets us bill standing time and rescheduling at the rates current when it happens.

12. Changes to scope

Changing a Statement of Work is open to either side to propose. Nothing takes effect until both have agreed it in writing, the knock-on for Fees and dates included. We do not quietly do work beyond the SOW and assume payment follows: want something added, say so and a price comes back.

13. Delivery, acceptance and defects

Where acceptance testing is provided for, the Customer gets whatever window the Statement of Work names — ten working days where it names none — to put each Deliverable against the agreed criteria and then either accept it or write to us setting out precisely what failed. Failures reported that way we put right inside a reasonable time and hand back. Let the window close without written notice, or push the Deliverable into live use, and it counts as accepted.

Acceptance does not affect the warranty in clause 24 or the Customer's statutory rights.

14. Pre-existing materials and third-party components

Each party keeps ownership of its Background IP. Delivering a project does not transfer our Background IP: our internal tools, libraries, boilerplate, patterns and know-how remain ours, and we may continue to use them for other customers. Nothing prevents us from carrying out similar work for others, provided we do not use the Customer's Confidential Information to do it.

Deliverables commonly incorporate third-party open source and commercial components. Those are licensed to the Customer under their own licence terms, not by us, and we do not warrant them beyond clause 24. We will tell the Customer, on request, what components a Deliverable depends on and under what licences, and we will not knowingly incorporate a component whose licence conflicts with the Customer's stated intended use.

15. Ownership of deliverables

Once every Fee owed has been paid, and subject to clause 14, the intellectual property in Deliverables built specifically for the Customer under a Statement of Work passes to the Customer at the moment of payment; any paperwork reasonably needed to complete that transfer, we will sign.

Until payment in full, all rights in the Deliverables remain ours, and the Customer's right to use them is a revocable licence for evaluation and acceptance testing only.

16. Licences granted

Background IP of ours baked into a Deliverable comes with a licence to the Customer that runs perpetually and worldwide, costs nothing, excludes nobody else, and covers using, copying, modifying and maintaining that material — but only as part of the Deliverable, and only for the Customer's own business. It may be sub-licensed onward to whoever succeeds to the relevant business, or to a supplier maintaining the Deliverable for the Customer. Shipping our Background IP by itself, as a product in its own right, is not within it.

The Customer grants us a non-exclusive licence to use material it supplies for the purpose of delivering the Services, and — unless the Customer tells us otherwise in writing — a licence to name the Customer and describe the work at a high level in our portfolio. We will not publish the Customer's data, screenshots containing real personal data, or any Confidential Information, and we will remove a portfolio reference on request.

17. Confidentiality

Each party may receive information that is confidential — including technical information, source code, business plans, customer information, pricing and anything marked or reasonably understood to be confidential ("Confidential Information"). Whatever one side learns of the other's it holds close, puts to no use beyond performing or receiving the Services, and passes to nobody outside the staff and subcontractors who genuinely need it and who carry the same duty themselves.

Four categories fall outside that duty:

• material already public, or which becomes public by some route other than a breach of this clause;
• whatever the receiving side already knew, lawfully, before any of this;
• material it worked out independently, never having consulted what it was given;
• material a law or a competent authority compels it to produce — where, so far as the law permits the warning, the other side hears about it first.

These duties outlive the engagement by five years. Where the material is a trade secret, or is personal data, they do not lapse at all.

18. Data protection

Data protection law binds both sides here. Personal data we handle for the Customer while delivering the Services leaves the Customer as controller and this studio as processor, and written processor terms answering to Article 28(3) UK GDPR are signed by the two of us before a single live record opens to us. Wherever those terms — or matching clauses inside a signed agreement — speak to a point, they outrank this clause on it.

Our general practice as processor, including production access, test data, repositories, error reporting and credential handling, is described in our Privacy Policy. How we handle personal data as controller, including Website and App users, is described in the same document. Where we act as processor we will not engage a sub-processor without the Customer's prior authorisation and notice of changes, as set out in the Privacy Policy.

19. Fees, estimates and expenses

What you pay is whatever the Statement of Work sets out, arranged as a fixed price, as time and materials, or as a retainer. Where that document stays silent, three defaults fill the gap:

• VAT, and any other tax that applies, sits outside the quoted figure and goes on at the prevailing rate;
• outside costs sit outside it too — hosting, licences, store developer fees, domain registration, paid services — settled by the Customer directly or passed through at what they cost us;
• travel and subsistence agreed beforehand are passed through at cost, receipts attached.

On a time-and-materials engagement we record time and report it with each invoice. Where an estimate is given we will tell the Customer as soon as we believe it will be materially exceeded, and will not exceed it without agreement.

We may increase our rates once in any 12-month period on 30 days' written notice; a rate change does not affect the price of a fixed-price SOW already agreed.

20. Invoicing and payment

Unless the Statement of Work says otherwise, we invoice a deposit on acceptance, then monthly in arrears or on the milestones set out in the SOW, with the balance on completion. Retainers and maintenance are invoiced monthly in advance. Payment is due 14 days after the date the invoice carries, made by transfer in sterling to whichever account it names, and made in full: nothing set off against it, nothing counterclaimed out of it, nothing deducted, save where a law requires the deduction.

A disputed invoice must be queried in writing within 7 days of receipt, giving reasons. Undisputed amounts remain payable on time.

21. Late payment and statutory interest

One statute covers a business customer leaving an invoice unpaid: the Late Payment of Commercial Debts (Interest) Act 1998. Under it we may charge interest on the outstanding balance, pitched 8% above the Bank of England base rate, which starts accruing the morning after the due date and stops the day the money arrives. Sitting on top of that are the fixed sums the Act awards towards recovery costs — £40, £70 or £100, the band turning on how large the debt is — plus whatever our reasonable recovery costs come to beyond that figure, in the event they run past it.

We may also, on giving written notice, suspend the Services and withhold Deliverables while an undisputed invoice remains overdue by more than 14 days. Suspension does not relieve the Customer of the obligation to pay, and we are not liable for consequences of a suspension properly made under this clause.

22. Term, suspension and termination

An engagement starts at acceptance and lasts until the Services are finished, or for however long the Statement of Work says. Retainers and maintenance simply continue, ending when one side gives 30 days' written notice — or whatever notice the SOW specifies instead.

Written notice ends an engagement on the spot where the other side has broken it materially and either cannot put that right or has failed to inside 14 days of being told in writing to do so. The same follows where they go insolvent, drop into administration or liquidation, have a receiver appointed over them, or stop trading — or give warning that they are about to. We may also suspend or terminate where clause 21 applies, or where continuing would require us to break the law or a third party's terms.

Walking away from a fixed-price engagement for no reason at all is the Customer's right on 30 days' written notice, settling for work done up to the closing date together with any commitment we had properly entered into and cannot cancel.

23. Consequences of termination

When an engagement ends, whether by termination or by running its course: tools go down; an invoice follows covering Services performed and expenses run up to that point, payable inside 14 days; either side, asked, gives back or destroys the other's Confidential Information, barring whatever a law obliges it to keep; and personal data we were holding as processor is returned or erased as clause 18 directs.

Where all Fees due have been paid, we will hand over the Deliverables in their then-current state, transfer repository ownership, and provide the credentials and access list described in our Privacy Policy. Where Fees remain unpaid, clause 15 applies and rights in the Deliverables remain ours. Reasonable transition assistance beyond a simple handover is chargeable at our then-current rates.

Clauses that by their nature should survive do so, including 14 to 18, 21, 23 to 28 and Part E.

24. Warranties

Three promises are made here:

• the Services get performed with reasonable care and skill, to good industry practice, by people whose skills fit the work;
• for 90 days following acceptance, the Deliverables answer in every material respect to what the Statement of Work specified;
• so far as we know, nothing we delivered treads on anybody else's intellectual property.

Should a Deliverable miss that second promise while the period still runs, one remedy applies under this clause and no other: we put the non-conformity right at our own expense inside a reasonable time, and where that proves beyond us, the Fees paid for the Deliverable concerned come back.

Five things put a defect outside that promise: the Customer having modified the Deliverable; use beyond the environment or specification agreed; components or services belonging to third parties; an update we issued going uninstalled; and material the Customer supplied to us in the first place.

25. Disclaimers and exclusions

Clause 24 sets out our promises. Everything past that boundary — read always alongside clause 26, and alongside a Consumer's statutory rights — is excluded so far as the law permits: the warranties, the conditions and the terms that statute or common law would otherwise imply into this agreement. No promise is made, specifically, that software arrives without a single defect, that it runs unbroken, that it suits every environment or every future platform release, that some third-party service or API underneath it stays available and unaltered, or that a store will approve an application — approval being the store's call to make rather than ours.

Systems, hosting, accounts and outside services under the Customer's control are the Customer's to run, to secure and to keep available, not ours. Neither do we answer for what follows once a recommendation we put in writing has been turned down.

26. Limitation of liability

A handful of liabilities are not ours to disclaim, and no attempt is made here. Untouched by anything below:

• death or injury, where our negligence brought it about;
• fraud, and fraudulent misrepresentation alongside it;
• title — meaning the undertaking read into a contract by the Sale of Goods Act 1979 at its section 12, and the matching one in the Supply of Goods and Services Act 1982 at its section 2;
• whatever is brought under Part I of the Consumer Protection Act 1987;
• any further head of liability the law will not permit us to cap.

If you are a Consumer, nothing in this clause disturbs the statutory rights clause 36 describes.

Subject to the paragraph above, and in relation to business customers:

• profit, turnover, business opportunity, savings you expected to make, contracts, goodwill and reputation all sit outside what we carry; so does data or software that goes missing or gets corrupted, save for what restoring it from the Customer's own backups costs; and so does anything indirect or consequential — foreseeable or otherwise, across every item just listed;
• everything we can owe across one engagement, added up and however the claim is framed — contract, negligence or another tort, a statutory duty, or any other route in — stops at the Fees billed and falling due from the Customer under the Statement of Work behind that claim, counted over the twelve months preceding whatever triggered it;
• where no Fees have been paid, or the claim does not arise from a paid engagement, our total aggregate liability is limited to £1,000;
• a claim must be notified to us in writing within 12 months of the Customer becoming aware of the circumstances giving rise to it.

Because the Website is provided free of charge, we accept no liability for loss or damage of any nature arising from its use or from an inability to use it, save as set out in the first paragraph of this clause.

The Customer acknowledges that these limits are reasonable given the Fees charged, that the Customer is responsible for its own insurance against business losses, and that the allocation of risk in this clause is reflected in the price.

27. Indemnities

Four situations leave the Customer covering the liabilities, costs and reasonable expenses that land on us:

• material the Customer gave us turning out to tread on a third party's rights;
• a Deliverable used by the Customer in breach of this agreement, or unlawfully;
• an allegation that our processing on the Customer's written instructions broke the law, because those instructions did;
• a regulatory obligation binding the Customer's business that nobody mentioned to us.

Where a court orders the Customer to pay, or a settlement we agreed to in writing requires it, over an allegation that a Deliverable in the form we handed it over treads on somebody's UK intellectual property, that sum is ours to cover — excluding infringement caused by the Customer's modifications, by material the Customer supplied, or by third-party components licensed under clause 14. This indemnity is subject to clause 26 and requires the Customer to notify us promptly, give us conduct of the defence, and not admit liability without our consent.

28. Insurance

We do not publish details of insurance cover on this page, because a figure printed on a website goes out of date. Where a Customer requires a specified level of professional indemnity or public liability cover as a condition of an engagement, this must be raised before the Statement of Work is signed, and we will confirm the position in writing at that time. We make no representation about insurance except in that written confirmation.

Part D — 29. App licence grant

This Part applies when you download or use an App published by THINKPOD STUDIOS LIMITED. What reaches you, subject to this agreement and to the usage rules of whichever store supplied it, is personal, non-exclusive, non-transferable and revocable permission to put the App onto hardware you own or otherwise control and to use it there — for yourself, or, where the licence extends to business use, for the internal purposes of the organisation that acquired it. Nobody sells you an App; it is licensed to you. Rights not granted in so many words stay where they are.

30. App licence restrictions

Things not to do with it:

• copy it, beyond what ordinary use and a backup require;
• rent it out, lease it, lend it, sell it, pass it along or sublicense it;
• alter it, or reverse engineer, decompile or disassemble it — save where the law grants that right in spite of a restriction like this one, interoperability being the usual case, and there you come to us first and allow a fair chance to supply what you need;
• strip out or obscure a proprietary notice;
• work around whatever guards security, licensing or entitlement;
• hold or move unlawful material through it, or tread on anybody's rights with it;
• mine it in order to build something competing;
• point automated tooling at our servers in a way that loads them unreasonably.

31. App accounts and your content

Where an App offers accounts, you must give accurate registration details, keep your credentials secure, and tell us promptly if you believe your account has been compromised. You are responsible for activity under your account. You must be 13 or over to create an account; if you are under 18, a parent or guardian must agree to these terms on your behalf.

Content you create in an App remains yours. We claim no ownership. Should an App carry sync, backup or sharing, you hand us a narrow licence — non-exclusive, and reaching only to hosting, storing, transmitting, reproducing and displaying that content — for the sole purpose of running the feature on your behalf and putting the material onto the devices and in front of the people you nominated. Delete the content, or the account, and the licence stops, subject to the backup purge cycle our Privacy Policy describes. Holding the rights to whatever you upload is down to you.

We may suspend or remove content and suspend an account where we reasonably believe it breaches these terms or the law, and we will tell you why unless we are prohibited from doing so.

32. Purchases and auto-renewing subscriptions

Whatever costs money inside our Apps — a feature, a single purchase, a subscription — is sold by the Apple App Store or by Google Play, and no card detail of yours ever reaches us. Subscriptions specifically:

• before you commit, the store sets out the price, the length of a billing period and what the money buys; confirming puts the charge on your store account;
• left alone, a subscription rolls over by itself at whatever the price is by then, the renewal reaching your account within the closing 24 hours of the period running;
• the cancel switch lives in your store, under subscription settings: on the App Store, open Settings, tap your name, then Subscriptions; on Google Play, open the Play Store, then Payments & subscriptions, then Subscriptions. Escaping the next charge means throwing that switch with at least 24 hours of the current period still to run;
• halting renewals claws back nothing from the stretch already paid for: access carries on to the end of it;
• should a price move, word reaches you through the store, which asks your agreement wherever that is required before the new figure bites — declining and cancelling stays open;
• taking the App off your phone leaves the subscription running; only the store can end it.

33. Cancellation, cooling-off and refunds

Refunds for store purchases are handled by Apple or Google under their own refund policies, and requests should be made to the store. Those policies are in addition to, and do not replace, your statutory rights.

One set of regulations ordinarily lets a UK Consumer walk away from a digital content purchase inside 14 days of the contract being struck, money returned: the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. That window shuts early in exactly one situation: you asked for the content to arrive at once, inside the period, and accepted at the time that beginning delivery costs you the right to withdraw. Store purchases run precisely that way, request and acknowledgement both put to you as you buy, download or access opening immediately afterwards. Where nothing has begun to be supplied, the fortnight stands untouched.

Nothing in this clause affects your right to a remedy under clause 36 if what you received was faulty or not as described.

34. Updates, availability and discontinuation

We may issue updates that fix defects, improve security or add or change features, and your device may install them automatically depending on your settings. An App may stop working properly if you do not install an update, or if your device's operating system is no longer supported. We may change or withdraw features where it is reasonable to do so — for example where a third-party service an App depends on is discontinued.

Apps are provided on an "as is" and "as available" basis. We do not guarantee uninterrupted availability of any online component. If we permanently discontinue a paid App or subscription service, we will give reasonable notice and, where required by law or store policy, refund a fair proportion of any period paid for in advance.

35. Ending your app licence

You may end your licence at any time by deleting the App; account and data deletion is described in our Privacy Policy. From our side, a material breach of this agreement puts the licence at risk: where the breach admits of a cure and notice has gone out, failing to cure it inside a reasonable period lets us suspend or withdraw; where it is serious, unlawful, or leaves other users exposed, we may act at once. Once the licence has gone, using the App must stop and the App itself come off your device. Losing the licence is not in itself a ground for money back, unless the law or clause 36 says otherwise.

36. Your statutory rights as a consumer

Being a Consumer brings you rights under the Consumer Rights Act 2015 that nothing written here waters down. Digital content arriving from us has three tests to clear:

• its quality has to be satisfactory;
• where you named a particular purpose to us, it has to serve that purpose;
• it has to match how it was described to you.

Fall short on any of the three and repair or replacement is yours to ask for. Where neither is possible, or neither arrives inside a reasonable time without putting you to real trouble, the price drops instead — potentially by everything you paid. Separately: should what we supplied damage your device or other content of yours, in circumstances where reasonable care and skill on our part would have prevented it, a repair or compensation may be owed.

Services going to a Consumer have to be performed with reasonable care and skill, finished inside a reasonable time, and — where nobody fixed a figure up front — charged at a reasonable one.

These rights are in addition to any refund policy operated by an app store, and to the cancellation rights in clause 33. Nothing in these terms requires you to give up a right you have under the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013 or any other consumer protection legislation. Detailed guidance is available from Citizens Advice.

37. App store terms and Apple as third-party beneficiary

Your use of an App is also subject to the applicable store's terms — Apple's Media Services Terms and Conditions, including its Licensed Application End User Licence Agreement, and Google Play's Terms of Service. Where those store terms conflict with this Part D for a given purchase, the store terms prevail to the extent of the conflict.

Where an App came by way of the Apple App Store, Apple's own terms oblige us to record the following, and so we do:

• this agreement binds you and THINKPOD STUDIOS LIMITED and nobody else — Apple is not party to it, and responsibility for the App and everything inside it rests with us alone;
• maintaining or supporting the App forms no part of Apple's obligations;
• should the App fall short of a warranty that applies to it, telling Apple entitles you to have the purchase price returned; past that refund, and so far as the law allows, warranty obligations on Apple's side simply do not exist;
• claims about the App are not Apple's to answer — product liability, any shortfall against a legal or regulatory requirement, and whatever is brought under consumer protection or comparable legislation all sit with us;
• a third party alleging the App treads on its intellectual property is likewise ours to investigate, defend, settle or discharge, never Apple's;
• third-party terms bearing on your use of the App are yours to observe;
• Apple, and the companies within its group, are third-party beneficiaries of this Part D; once you accept it, they may enforce it against you directly.

You confirm as well that no relevant government embargo covers the country you are in, and that no relevant restricted-parties list carries your name.

Part E — 38. Force majeure

Where something outside a party's reasonable control stops it performing, or slows it down, that party carries no liability for the failure. What counts: acts of God, flooding, fire, epidemic, war, civil unrest, terrorism, industrial action, public telecommunications or power networks going down, a hosting or platform supplier failing, cyber-attack, and action taken by government. Whoever is hit tells the other promptly and makes reasonable efforts to limit the damage. Sixty days of it and either side may end the affected engagement by written notice, the Customer settling up for work already done. Money that has fallen due is still owed regardless.

39. Subcontracting and assignment

Part of the Services may go to a suitably qualified specialist working under us, and whatever they do or fail to do remains ours to answer for exactly as if we had done it. Where a subcontractor will process the Customer's personal data, clause 18 and the sub-processor notice process in our Privacy Policy apply.

Rights and obligations here do not move to anybody else unless the other side agrees in writing, agreement being something neither party withholds unreasonably. The exception: where a business, or the slice of it this engagement concerns, passes to a successor, assignment follows on written notice alone.

40. Variation

A variation to an engagement is valid only if agreed in writing by both parties. We may change these terms as they apply to the Website and to Apps by publishing an updated version; for Apps, material changes are notified in-app or by email before they take effect, and continuing to use the App afterwards constitutes acceptance. If you do not accept a change to the App terms, you may stop using the App and, where you have paid for an unexpired subscription period affected by the change, ask us for a proportionate refund.

41. Entire agreement

Between them, a signed agreement where one exists, the Statement of Work in play and these terms make up everything agreed on their subject matter, displacing whatever was discussed, proposed or represented beforehand. Each side confirms it went in relying on nothing outside those documents. None of which touches liability for a fraudulent misrepresentation, or a Consumer's rights concerning information handed over before the contract.

42. No partnership or agency

No partnership arises from this agreement, nor a joint venture, nor employment, nor any agency. Neither side can commit the other to anything or take on obligations in the other's name.

43. Third-party rights

Clause 37 handles Apple and its group companies. For anybody else standing outside, one statute might otherwise have given them something enforceable — the Contracts (Rights of Third Parties) Act 1999 — and it does not. Varying what we agreed, or tearing it up, is equally a matter for the two of us, with no outsider's consent needed.

44. Notices

Notices under these terms have to be in writing. Ours reach us at studio@thinkpodstudios.co.uk. A Customer is reached at whichever email or postal address the Statement of Work carries. An App user is reached at the email address sitting on the account, or through the App itself.

An email dispatched during business hours is treated as arriving there and then; dispatched outside them, it is treated as arriving at 9am the next working day. Anything posted is treated as arriving two working days later. Service of proceedings falls outside all of this.

45. Severability and waiver

Should a provision here prove unlawful, invalid or unenforceable, read it as modified just far enough to make it work; where even that is impossible, treat it as struck out, everything around it standing. Letting a right lie, or being slow to use it, waives nothing, and exercising part of one does not exhaust the rest. A waiver counts only where somebody wrote it down.

46. Complaints and dispute resolution

Something gone wrong? Bring it to studio@thinkpodstudios.co.uk before anywhere else. Confirmation that it reached us follows within a couple of working days, the investigation after that, and inside twenty working days you get our findings together with what we propose to do.

A business dispute surviving that goes, before anybody issues proceedings, to a good-faith negotiation between senior people on either side, to be attempted inside 21 days, with genuine consideration given to mediation under the CEDR Model Mediation Procedure. Urgent injunctive relief stays available throughout, as does issuing where a limitation period is about to run out. A Consumer keeps the right to go to court whenever they choose.

47. Governing law and jurisdiction

The law of Northern Ireland governs this agreement, everything it covers, and any argument that grows out of it — non-contractual quarrels included. Both sides accept that the courts of Northern Ireland alone are the place to settle such a dispute.

Being a Consumer, you keep whatever protection the mandatory law of your own country of residence affords you; and where that law entitles you to sue in your local courts, this clause takes nothing away from it.

48. Contact

Questions about these terms go to studio@thinkpodstudios.co.uk. Company No. NI737566, registered in Northern Ireland.

See also: Privacy Policy · Cookie Policy