Terms of Service

Jerboa Media Ltd

Last updated: September 2025

These Terms govern all services provided by Jerboa Media Ltd (“Jerboa”, “we”, “us”) to the client (“Client”, “you”). By engaging Jerboa, you agree to these Terms.

1. Acceptance and formation of contract

A legally binding contract is formed when the Client:

• confirms acceptance by email

• instructs Jerboa to begin work

• pays an invoice

• or otherwise continues to engage Jerboa after receiving these Terms

A signed agreement is not required for these Terms to apply.

2. Scope of services

Services may include strategy, consultancy, design, development, accessibility audits, hosting, support, retainer services, or related work, as agreed in writing.

Any timelines or delivery dates provided are estimates only and not guarantees.

3. Fees and payment terms

3.1 Invoicing

• Project and retainer fees are invoiced monthly or by instalment as agreed

• Retainers are invoiced monthly in advance

• Payment terms are 14 days unless otherwise stated

3.2 Late payment

Jerboa may, without prejudice to any other rights:

• suspend work immediately

• withhold deliverables

• charge statutory interest and recovery costs

• terminate the agreement

Late payment does not extend delivery timelines.

4. Project work and instalments

Project fees may be split into instalments. Each instalment reflects work scheduled, resources reserved, and commercial capacity allocated.

Once work has commenced:

• instalments are non-cancellable

• invoices remain payable regardless of project completion

If a project is delayed, paused, or disrupted by the Client, Jerboa may invoice for work completed and capacity reserved to date.

5. Acceptance of deliverables

Jerboa will provide deliverables for review where applicable.

The Client must provide written feedback within five business days of delivery. If no feedback is provided within this period, the deliverable will be deemed accepted.

Where defects are reported and are directly attributable to Jerboa, Jerboa will remedy them within a reasonable time at no additional cost.

6. Client termination of project work

If the Client terminates a project for any reason other than Jerboa’s material breach:

a) all work completed to date is payable in full
b) Jerboa is entitled to a termination fee equal to 85 percent of the remaining project fees
c) all outstanding invoices become immediately due and payable

This termination fee represents a genuine pre-estimate of loss and is not a penalty.

7. Retainer services

7.1 Nature of retainer

Retainers secure Jerboa’s availability, priority, and allocated capacity. They do not guarantee specific outputs unless expressly agreed.

Unused retainer time expires at the end of each billing period and does not roll over.

7.2 Notice period

Retainer services require a minimum of three months’ written notice from the Client.

During the notice period, Jerboa may, at its discretion:

• continue providing services, or

• invoice the remaining notice period fees in full without further obligation to deliver services

Retainer fees remain payable in full during the notice period.

8. Support and hosting services

Where Jerboa provides standalone support or hosting services outside a retainer arrangement, the Client must provide 30 days’ written notice to terminate those services.

9. Non-cancellable fees

Once work has commenced, fees relating to allocated time, strategy, design, development, project management, consultancy, or resource scheduling are non-refundable and non-cancellable.

10. Suspension of services

Jerboa may suspend services immediately where:

• invoices are overdue

• required information, approvals, or access are withheld

• continued delivery would expose Jerboa to unreasonable commercial or legal risk

Suspension does not waive payment obligations.

11. Client responsibilities

The Client agrees to:

• provide accurate, complete, and timely information

• respond promptly to requests for feedback or approval

• ensure supplied content does not infringe third-party rights

Delays or failures by the Client may impact delivery timelines and fees.

12. Non-circumvention and third-party engagement

The Client shall not, without Jerboa’s prior written consent, directly engage, instruct, solicit, or communicate with any subcontractor, developer, supplier, or third party introduced or engaged by Jerboa in connection with the services.

Unauthorised engagement or circumvention constitutes a material breach of these Terms.

13. Intellectual property

All intellectual property rights remain the property of Jerboa until all invoices are paid in full.

Upon full payment, the Client is granted a non-exclusive licence to use the deliverables for their intended purpose only, unless otherwise agreed in writing.

Jerboa retains the right to reuse general knowledge, skills, processes, and non-confidential elements.

14. Termination, handover, and post-termination responsibility

14.1 Termination by Jerboa

Jerboa may terminate the agreement with one month’s written notice, or immediately in the event of non-payment or material breach.

14.2 Handover on termination

Where Jerboa elects to provide a handover, deliverables are supplied as is at the point of termination.

14.3 No responsibility after termination

Following termination and handover:

• Jerboa has no further responsibility for the project

• Jerboa is not responsible for completion, performance, outcomes, or defects

• Jerboa provides no warranties beyond the point of termination

15. Third-party modification and onward development

Jerboa accepts no liability for any defects, failures, security issues, accessibility issues, losses, or claims arising from:

• modification of deliverables by the Client or any third party

• continued development or implementation by others

• integration with third-party systems, platforms, plugins, or software

Any modification or onward development voids all warranties, express or implied.

16. Client indemnity

The Client agrees to indemnify and hold harmless Jerboa against all claims, losses, damages, costs, and liabilities arising from:

• use of deliverables following termination

• modification or development by third parties

• reliance on deliverables outside the original agreed scope

• representations made by the Client regarding Jerboa’s involvement after termination

This indemnity survives termination of the agreement.

17. Attribution and representation

Following termination, the Client may not represent Jerboa as responsible for the project, its performance, or its outcomes unless expressly agreed in writing.

18. Change of ownership or control

In the event of a merger, acquisition, or change of control affecting the Client:

• this agreement automatically continues and binds the acquiring entity, or

• at Jerboa’s discretion, all remaining project and retainer fees become immediately due and payable

All outstanding invoices must be settled prior to or upon completion of the transaction.

19. Limitation of liability

Jerboa’s total liability is limited to the fees paid by the Client in the 12 months preceding the claim.

Jerboa is not liable for:

• indirect or consequential losses

• loss of profit, revenue, data, or business opportunity

• losses caused by viruses, malware, third-party software, or integrations

• delays or failures caused by third parties or Client actions

Nothing limits liability for fraud or death caused by negligence.

20. Confidentiality

Both parties agree to keep confidential information private unless disclosure is required by law.

21. Force majeure

Jerboa is not liable for failure or delay caused by events beyond reasonable control.

22. Variation of Terms

Jerboa may update or amend these Terms by publishing an updated version on its website.

Updated Terms apply to:

• all new engagements from the effective date, and

• any ongoing services where the Client continues to instruct Jerboa or make payment after the updated Terms are published.

Where a material change adversely affects ongoing services, the Client may terminate the affected services by giving written notice within 14 days of the change. All fees accrued or committed up to the termination date remain payable in full.

Continued engagement with Jerboa after publication of updated Terms constitutes acceptance of the revised Terms.

23. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

24. Entire agreement

These Terms, together with any written proposals or statements of work, constitute the entire agreement between the parties.