What you are agreeing to, before you ask.

Commercial

Price

Fixed, and committed only once a done-test is signed by both sides. Fixed-scope work is delivered as stages under £20,000, each with its own done-test and its own guarantee, commissioned one at a time. A larger programme is several of those, so your exposure at any moment is one stage.

Payment

A stage is paid before it starts. Retainers are monthly in advance, metered work monthly in arrears. Invoice terms are 14 days.

Money back

If a check misses at the demo we fix it at our cost until it passes. If the signed done-test cannot be met, that stage's fee is refunded in full. Stages you have already accepted are unaffected.

Changes

A change to scope is a written change request producing a revised price and a revised done-test, answered in one to two working days. Nothing verbal changes scope.

Costs we pass through

Cloud and hosting, third-party APIs and licences, data feeds, domains and certificates, travel. Passed through at cost and agreed in writing before they are incurred, never marked up. A managed-service agreement folds them into the fee instead.

Ownership

Your intellectual property

Rights in what we build assign to you stage by stage, on payment for each stage, so ownership accrues as you go rather than waiting on a final handover. The acceptance record is the ledger of what has vested.

Where a refund fires

Rights in that stage do not vest, and its deliverables come back to us. Accepted stages are untouched.

What we keep

Our own methodology, frameworks and tooling. Where any of it is embedded in what we deliver, you get a perpetual, irrevocable, royalty-free licence to use it as part of that deliverable.

Open source

Deliverables may include third-party open-source components under their own licences, identified on request. We do not incorporate anything whose licence would require your proprietary code to be published.

Liability and cover

Liability cap

Each party's total liability is capped at the fees you paid in the twelve months before the claim. Anything refunded under the guarantee counts toward that cap rather than sitting on top of it.

Excluded either way

Loss of profit, revenue, anticipated savings, and data beyond the cost of restoring from your own backups. Indirect and consequential loss.

Never excluded

Death or personal injury caused by negligence, fraud, and anything else the law does not permit us to limit.

Insurance

Professional indemnity £2,000,000 and public liability £5,000,000. Evidence on request.

Warranty

For 30 days after a stage is accepted we fix any failure to meet the signed done-test at our cost. It does not cover changes made by others, misuse, or a third-party service changing under you. Ongoing maintenance runs under a support agreement.

The engagement

Confidentiality

A mutual NDA, standard terms, signed before anything sensitive moves. Data protection obligations sit alongside it and are set out in the privacy notice.

Ending it

Either side can end the master agreement on 30 days' written notice, which does not disturb work already commissioned. Material breach unremedied for 14 days, or insolvency, ends it immediately. Retainers cancel on one month's notice, releasing the slot.

Reference and credit

By default a client agrees to act as a reference and delivered products carry an "Engineered by Mangrove" credit. Both are default terms, and either can be varied or deferred in your schedule. Neither side otherwise uses the other's name without written consent.

Non-solicitation

Mutual, and limited to people who worked on the engagement.

Status

We are an independent supplier, not employees or agency workers. Fixed-scope work is outcome-priced with no direction or control, which points outside IR35; medium and large clients confirm their own determination in writing.

The instrument all of this hangs on is the done-test: the checks both sides sign before a price exists. It is published in full, with the templates, so you can read what you would be signing against before you talk to us.

For the master agreement, an insurance certificate, or anything your procurement team needs, ask and we will send it.