PINPLOT CONSULTING LTD
Terms and Conditions for Mobile Application Development Services
Document Ref: PINPLOT-TC-MOB-v1.0 | Version 1.0 | Effective: March 2026
1. INTRODUCTION AND ACCEPTANCE
These Terms and Conditions ("Agreement") govern the provision of mobile application development services ("Services") by PinPlot Consulting Ltd ("PinPlot", "we", "us", or "our"), a company incorporated under the laws of England and Wales, to any individual or entity ("Client", "you") engaging our Services.
By engaging PinPlot Consulting Ltd for any mobile development services, the Client agrees to be bound by this Agreement. Where a separate written contract has been signed by both parties, the terms of that contract shall take precedence over this Agreement to the extent of any inconsistency.
2. DEFINITIONS
For the purposes of this Agreement:
— "Deliverables" means any mobile application, codebase, software module, component, framework, design asset, documentation, or other work product created by PinPlot in the course of providing Services.
— "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, source code, design rights, and any other proprietary rights, whether registered or unregistered.
— "Client Data" means any data, content, or materials supplied by the Client for incorporation into the Deliverables.
— "Exclusivity Agreement" means a separate, written agreement signed by both parties granting the Client exclusive rights to specific Deliverables.
— "Annual Licence Fee" means an annual fee charged by PinPlot for the continued use of Deliverables, as described in Section 5.
3. SCOPE OF SERVICES
3.1 PinPlot Consulting Ltd will provide mobile application development services as agreed in the applicable project brief, statement of work, or proposal document ("Project Brief").
3.2 PinPlot will use reasonable skill and care in performing the Services and will assign suitably qualified personnel to each project.
3.3 PinPlot reserves the right to engage subcontractors or third-party developers to assist in delivering the Services, without requiring prior consent from the Client, provided that PinPlot remains responsible for the quality and delivery of all Deliverables.
3.4 Any changes to the agreed scope of work must be agreed in writing by both parties and may be subject to additional fees.
4. INTELLECTUAL PROPERTY OWNERSHIP
4.1 Default Ownership — PinPlot Retains All Rights
Unless otherwise agreed in writing pursuant to Sections 4.4 or 7 of this Agreement, ALL Intellectual Property rights in and to the Deliverables — including but not limited to all source code, frameworks, libraries, design patterns, algorithms, interfaces, and documentation — shall remain the SOLE AND EXCLUSIVE PROPERTY of PinPlot Consulting Ltd.
This default position applies regardless of the degree of customisation performed for the Client; the Client's contribution of requirements, briefs, or specifications; the volume of work performed; or the fees paid by the Client.
4.2 PinPlot's ownership of the Deliverables shall arise automatically upon creation and shall continue in perpetuity unless transferred in writing under a separate Intellectual Property Assignment Agreement.
4.3 The Client acknowledges and agrees that payment of project fees does not, by itself, confer any ownership of Intellectual Property on the Client. Payment grants only a licence to use the Deliverables as set out in Section 5 of this Agreement.
4.4 Written Requests to Modify Ownership
A Client may request alternative IP ownership arrangements by submitting a written request to PinPlot prior to the commencement of the relevant work. Any such modification must be:
— agreed in writing and signed by an authorised representative of PinPlot Consulting Ltd;
— documented in a separate Intellectual Property Assignment Agreement; and
— subject to such additional fees as PinPlot may determine at its sole discretion.
Important: Oral agreements, email exchanges, or informal communications shall NOT constitute a valid modification to this Section unless confirmed in a formally executed written agreement.
5. LICENCE TO USE DELIVERABLES
5.1 Subject to the Client's compliance with this Agreement and payment of all applicable fees, PinPlot grants the Client a non-exclusive, non-transferable, revocable licence to use the Deliverables for the Client's own internal business purposes.
5.2 Annual Licence Fee
PinPlot may, at its sole discretion, charge an Annual Licence Fee for the Client's continued use of the Deliverables following initial delivery. PinPlot will provide the Client with no less than thirty (30) days' written notice of the introduction or variation of any Annual Licence Fee. The Annual Licence Fee, if applicable, will be set out in a separate licence schedule or invoice. Failure to pay the Annual Licence Fee by the due date may result in suspension or termination of the Client's licence.
5.3 The licence granted under this Section does not include the right to:
— copy, modify, adapt, or create derivative works from the Deliverables without PinPlot's prior written consent;
— sub-license, sell, resell, transfer, or otherwise distribute the Deliverables to any third party;
— reverse engineer, decompile, or disassemble any part of the Deliverables; or
— use the Deliverables in any manner that infringes the rights of PinPlot or any third party.
6. PINPLOT'S RIGHT TO REUSE AND RESELL DEVELOPMENT WORK
6.1 Unrestricted Reuse Rights
PinPlot Consulting Ltd expressly reserves the right, at its sole discretion and without requiring the Client's consent, to: reuse, repurpose, adapt, or incorporate any Deliverables into work for other clients; on-sell, license, or commercialise any Deliverables to third parties; use any Deliverables for PinPlot's own marketing or portfolio purposes; and retain all technical knowledge and methodologies developed during the Services.
6.2 The Client acknowledges that this right to reuse and resell is a fundamental basis upon which PinPlot's pricing and service model is founded, and that any restriction on this right must be separately negotiated and compensated as set out in Section 7.
6.3 Where PinPlot exercises its right to reuse or resell Deliverables, PinPlot will ensure that no confidential Client Data is disclosed to third parties without the Client's prior written consent.
7. EXCLUSIVITY ARRANGEMENTS
7.1 Availability of Exclusivity
A Client may request exclusive rights to specific Deliverables, preventing PinPlot from reusing or licensing those Deliverables to third parties ("Exclusivity"). Exclusivity is not included as standard and is available only as a separately negotiated and paid arrangement.
7.2 How to Request Exclusivity
To request Exclusivity, the Client must submit a written request to PinPlot specifying: the specific Deliverables for which exclusivity is sought; the desired territory and duration of exclusivity; and any other relevant terms.
7.3 PinPlot's Discretion
PinPlot is under no obligation to grant Exclusivity and may decline any request at its absolute discretion.
7.4 Exclusivity Fee
Exclusivity, where agreed, will be subject to a separately quoted Exclusivity Fee determined by PinPlot based on the commercial value of the Deliverables, the scope and duration of exclusivity requested, and the potential lost opportunity cost to PinPlot. The Exclusivity Fee must be paid in full before any Exclusivity rights take effect.
7.5 Exclusivity Agreement
Exclusivity rights will only come into force upon execution by both parties of a written Exclusivity Agreement. No verbal, email, or informal agreement will constitute a valid Exclusivity arrangement.
8. CLIENT DATA AND CONFIDENTIALITY
8.1 The Client retains all rights in and to any Client Data provided to PinPlot for the purpose of delivering the Services. PinPlot is granted a limited licence to use Client Data solely for the purpose of performing the Services.
8.2 Each party agrees to keep confidential any proprietary or sensitive information disclosed by the other party in connection with this Agreement and not to disclose such information to any third party without prior written consent, except as required by law.
8.3 PinPlot will not incorporate Client's confidential business data, trade secrets, or proprietary algorithms into Deliverables reused or resold to third parties.
9. FEES AND PAYMENT
9.1 Project fees will be set out in the relevant Project Brief or proposal. Unless otherwise agreed, invoices are payable within thirty (30) days of the invoice date.
9.2 PinPlot reserves the right to suspend Services in the event of non-payment.
9.3 All fees are exclusive of VAT and any other applicable taxes, which will be added where applicable.
9.4 PinPlot may adjust its fee schedule with thirty (30) days' written notice for ongoing or retainer-based engagements.
10. WARRANTIES AND REPRESENTATIONS
10.1 PinPlot warrants that it has the right to enter into this Agreement and to grant the licences described herein.
10.2 PinPlot warrants that the Deliverables will, at the time of delivery, materially conform to the agreed specification set out in the Project Brief.
10.3 The Client warrants that it has the right to provide any Client Data to PinPlot and that doing so does not infringe the rights of any third party.
10.4 Except as expressly set out in this Agreement, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.
11. LIMITATION OF LIABILITY
11.1 PinPlot's total aggregate liability to the Client under or in connection with this Agreement shall not exceed the total fees paid by the Client to PinPlot in the twelve (12) months immediately preceding the event giving rise to the claim.
11.2 PinPlot shall not be liable for any indirect, consequential, special, or incidental loss, including but not limited to loss of profits, loss of revenue, or loss of data.
11.3 Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
12. TERMINATION
12.1 Either party may terminate this Agreement with thirty (30) days' written notice.
12.2 PinPlot may terminate this Agreement immediately upon written notice if the Client fails to pay any fees when due, breaches any material term of this Agreement, or becomes insolvent.
12.3 Upon termination, the Client's licence to use the Deliverables will continue subject to payment of any applicable Annual Licence Fee, unless the licence is separately terminated in accordance with Section 5.2.
12.4 Clauses relating to Intellectual Property (Section 4), PinPlot's right to reuse work (Section 6), confidentiality (Section 8), and limitation of liability (Section 11) shall survive termination of this Agreement.
13. GOVERNING LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
13.2 Any disputes arising under or in connection with this Agreement shall first be subject to good faith negotiation between senior representatives of both parties.
13.3 If a dispute cannot be resolved by negotiation within thirty (30) days, either party may refer the dispute to mediation or, failing that, to the exclusive jurisdiction of the courts of England and Wales.
14. GENERAL PROVISIONS
14.1 Entire Agreement. This Agreement, together with any applicable Project Brief and any separately executed written agreements, constitutes the entire agreement between the parties relating to its subject matter.
14.2 Amendments. No amendment to this Agreement shall be valid unless made in writing and signed by authorised representatives of both parties.
14.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.4 Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of PinPlot's right to enforce that provision in the future.
14.5 Assignment. The Client may not assign or transfer any rights or obligations under this Agreement without PinPlot's prior written consent. PinPlot may assign its rights and obligations without restriction.
14.6 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control.
15. ACCEPTANCE
By engaging PinPlot Consulting Ltd for mobile development services — whether by signing a proposal, issuing a purchase order, paying a deposit, or otherwise approving the commencement of work — the Client confirms that they have read, understood, and agree to be bound by these Terms and Conditions.
PinPlot Consulting Ltd | For enquiries: info@PinPlot.pro | PINPLOT-TC-MOB-v1.0 | March 2026