Terms and conditions
Version 2.0, effective 7 November 2026. These terms replace the Product CDM Terms and Conditions v1.1.
Part 1. Who we are and how these terms apply
1. Who we are
1.1 “Ronis”, “we” and “us” mean Ronis, a trading name of Ronis Perdios Ltd, a company registered in England and Wales (company number 12474657, VAT number GB344731796), registered office Tarn House, 77 High Street, Yeadon, Leeds LS19 7SP.
2. Definitions
2.1 “Client” and “you” mean the business or person to whom our Proposal is addressed.
2.2 “Proposal” means our written proposal or quotation setting out the stages, deliverables, costs and estimates for a project.
2.3 “Work” means any design, consultancy, development or product commissioned from us, or any product we manufacture or arrange to be manufactured for you.
2.4 “Stage” means a stage of the Work set out in a Proposal.
3. How these terms apply
3.1 These terms apply to every Proposal and every piece of Work. Any terms on your purchase order or other documents do not apply unless we agree them in writing.
3.2 We start Work only after your written approval of the Proposal. A purchase order counts as written approval.
3.3 Proposals are valid for 30 days from the date of issue.
4. Standard of work
4.1 We carry out the Work with reasonable skill and care, in line with good industry practice.
Part 2. How we work
5. Free NDA
5.1 Before you share any idea with us, we offer a free mutual non-disclosure agreement. It is a separate document and sits alongside these terms.
6. Fact Find
6.1 Our first conversation, the Fact Find, is a free call of up to 30 minutes. It carries no obligation on either side, and no fees arise from it.
7. Possibilities Session
7.1 The Possibilities Session is a paid session, offered by invitation, that covers the Problem and Purpose stages of our process. Its scope and fee are set out in its own Proposal.
7.2 You may stop after the Possibilities Session. You are under no obligation to continue to design or production with us.
8. Projects in stages and your freedom to stop
8.1 We plan projects in Stages, each quoted and approved separately.
8.2 You may stop after any completed Stage by telling us in writing. You then pay only for Stages completed, costs you have approved, and Work done on the current Stage up to the date you tell us.
8.3 On payment of those amounts, ownership of the Work for those Stages passes to you under clause 11.
Part 3. Confidentiality and our own products
9. Confidentiality
9.1 We will not disclose confidential information you give us without your prior approval, whether or not an NDA is in place.
9.2 Confidential information includes your ideas and designs, and the decisions, challenges, costs, suppliers and process of your project.
9.3 Everyone who works on your project for us, including subcontractors, is bound by the same duty of confidentiality.
9.4 This clause continues after the Work ends.
10. Our own products
10.1 Ronis designs and develops its own products and shares that journey publicly.
10.2 We never use your confidential information, designs or intellectual property in our own products.
10.3 If your project falls in the same product category as one of our own products, we will tell you before we start, so you can decide whether to go ahead.
10.4 If we are working on another client’s project that may conflict with yours, we will also tell you before we start, so you can decide whether to go ahead. We will not share any details of that other client’s project.
Part 4. Ownership, intellectual property and credits
11. Ownership of intellectual property
11.1 Intellectual property created in the Work stays with us until you have paid in full for the Stage it belongs to.
11.2 Once paid, it transfers to you for that Stage at no extra cost. After transfer we keep no commercial or financial interest in it.
11.3 Only intellectual property created for the specific purpose of the Work transfers. Our know-how, experience, methods, tools and pre-existing material stay ours unless we agree otherwise in writing.
11.4 Intellectual property includes copyright, design right, registered designs, patents, the right to apply for patents and claim priority, and all other rights in concepts, designs, results, data and inventions arising from the Work.
11.5 Ideas, concepts, sketches, proposals and advice that we present before you have paid for them, including in the Fact Find, other free or unpaid discussions and communications, and in any Proposal or quotation, remain the intellectual property of Ronis Perdios Ltd.
11.6 Only Work you have paid for transfers to you under clause 11.2. You may not use, develop or pass on our unpaid ideas or proposals without a paid engagement or our written agreement.
11.7 This does not affect your own ideas and information. Anything you bring to us remains yours and is protected under clause 9 and any NDA between us.
12. Files
12.1 Native source files (for example SolidWorks, Adobe Illustrator or Photoshop files) remain ours.
12.2 We provide industry-standard exported files as deliverables, for example STEP, IGES, PDF or JPEG.
13. Physical items
13.1 Models, prototypes, tools and fixtures listed as deliverables in a Proposal become yours once paid for.
13.2 Items made during the Work that are not listed as deliverables remain ours.
14. Credits and use in our marketing
14.1 We may be identified as the designer or manufacturer of the Work.
14.2 Once your product is publicly released, or with your written permission, we may show the finished product and its design in our marketing, even after intellectual property has transferred to you.
14.3 We never publish your confidential information, or the decisions, challenges and process behind your project, without your written permission.
14.4 You must not register or use the Ronis name or trading style in connection with the Work without our written approval.
15. Intellectual property searches and registration
15.1 We recommend you take professional advice to check that your inventions, designs or products do not infringe existing rights. We cannot accept responsibility for infringement of existing rights.
15.2 We give no warranty that any intellectual property arising from the Work is registrable.
15.3 Where the Work follows your specification, you will cover our losses from any claim that it infringes a third party’s rights.
15.4 At your request we will help your legal advisers apply for protection. You pay our costs for doing so.
Part 5. Fees, payment and changes
16. Invoices and payment
16.1 We invoice on delivery of the Work or on completion of each Stage, unless the Proposal says otherwise. VAT is added where it applies.
16.2 Consultancy and design invoices are due within 30 days of the invoice date.
16.3 Tooling is invoiced one third with order, one third on delivery and the final third 30 days after delivery.
16.4 If an invoice is paid late, we may charge interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998, plus our reasonable costs of recovering the debt.
17. Meetings
17.1 Where a Proposal includes meetings, each is assumed to last no more than 2 hours.
17.2 Extra meetings, meetings over 2 hours, or changes of venue that add time are charged at our hourly rate current at the time, as stated in the Proposal or available on request, per hour or part hour.
18. Items we buy for the Work
18.1 Prints, prototypes, testing and similar items bought with your approval are itemised and invoiced at the relevant Stage, unless included in a fixed Proposal.
18.2 Where practical, we give you the details to order these items yourself. Where you ask us to buy them, we add a handling fee of 10% to 25%.
19. Expenses
19.1 We charge reasonable expenses at cost, including travel, accommodation, subsistence, courier and delivery.
19.2 Car mileage is charged at the HMRC approved mileage rate current at the time, from and to our Leeds office.
19.3 Where practical, we estimate expenses at each Stage to help you budget.
20. Changes
20.1 Changes to an approved design, specification or Proposal caused by your instructions, or by anything outside our control, are charged as extra Work. We will tell you about extra charges in advance where we can.
20.2 If you need a significant change, we may replace the Proposal with a new one.
20.3 Neither of us will modify the Work during a Stage without agreeing it in writing first.
21. Rushed work
21.1 We may charge extra if you ask for Work to be finished ahead of the agreed schedule.
21.2 If you start manufacturing, tooling, artwork or prototypes before final designs are signed off, we are not responsible for the cost of later changes.
21.3 We may decline rushed Work, or end the project without penalty, if you do not accept responsibility for issues arising from early deliverables.
Part 6. Deliverables, liability and compliance
22. Approved production sample
22.1 You will give us one free sample of the finished product from the approved production run. We keep it as our record of the approved production standard, and it may be used as evidence of that standard if a question about quality or liability arises later.
23. Use of the Work
23.1 You may use the Work for the purpose set out in the Proposal. Other uses need our written permission.
23.2 Unfinished Work must not be used or published as finished Work without our written consent.
24. Deliverables and liability
24.1 You engage us for our time and expertise. Product development carries risk, and we do not guarantee that a design will succeed commercially or technically. Further investigation or development is at your cost.
24.2 If you find a fault in the Work caused by us within 3 months of delivery, we will correct it free of charge as soon as possible.
24.3 Our total liability to you for a Stage is limited to the fees paid for that Stage.
24.4 We are not liable for indirect or consequential loss, including loss of profit, revenue or business.
24.5 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.
25. Recommendations and suppliers
25.1 We may recommend materials, methods and suppliers. You should check these before acting on them.
25.2 We are not responsible for the performance of suppliers you appoint.
26. Legal and regulatory compliance
26.1 You are responsible for making sure the product complies with the laws, standards and regulations of each country where it will be sold.
26.2 You are responsible for preparing and signing the declaration of conformity for any product placed on the market under your name.
26.3 Where we help with UKCA or CE marking, you will keep a system for data capture, corrective action and reporting of adverse incidents, and give us the details we need to meet the relevant regulations.
26.4 You will not change a marked product, including its labels, instructions or circuitry, without consulting us first.
26.5 You will make sure your employees follow any safety instructions we give for the product.
Part 7. Goods, production and delivery
This part applies where we manufacture or arrange manufacture of products for you.
27. Production orders
27.1 Once material has been ordered for you, manufacturing has been scheduled or started, or stock has been made, the order cannot be cancelled or rescheduled.
28. Prices and availability
28.1 Materials are offered subject to availability.
28.2 If supplier or material costs rise before despatch, we may adjust the price. We will tell you before we do.
29. Delivery
29.1 Delivery dates are our best estimate and are not guaranteed. We are not liable for loss caused by late delivery.
29.2 We may deliver and invoice part of an order as it is completed.
30. Delayed despatch
30.1 We may charge for storage and handling if you ask us to delay delivery, or if delivery is delayed because you have not given us delivery instructions.
31. Damage and non-delivery
31.1 Damage in transit must be reported in writing to the carrier and to us within 3 days of receipt.
31.2 Non-delivery must be reported in writing within 14 days of the advice note.
32. Packing, carriage and credit
32.1 Packing and carriage are charged in addition to the quoted price unless stated otherwise.
32.2 Orders are accepted subject to credit approval.
33. Ownership until payment
33.1 Until all fees, costs and expenses are paid, ownership of everything we produce, including drawings, files, models, goods, tools and fixtures, stays with us.
33.2 Until then, you must not sell, charge or dispose of those items, and you will let us collect them at an agreed time if payment is overdue.
34. Turnkey projects
34.1 Where we supply manufactured product and spread the cost of design over the production run, the Proposal will state a value for the design Work.
34.2 If you cancel the order for any reason, you will pay that design value on cancellation.
Part 8. Ending, disputes and law
35. Termination
35.1 Either of us may end the agreement if the other: (a) breaches these terms and does not put it right within 14 working days of written notice; or (b) becomes insolvent, enters administration, receivership or liquidation (other than for a solvent reorganisation), or stops trading.
35.2 On termination or postponement for any reason, you pay for Work completed up to that date, plus costs and expenses incurred.
36. Postponed work
36.1 If postponed Work restarts without major change within 3 months, fees already paid count towards the final fee.
36.2 After 3 months, fees paid are treated as final payment for the Work already done, and restarting the Work needs a new Proposal.
37. Disputes
37.1 If a disagreement arises, we will first try to resolve it by talking.
37.2 If that does not work, we may jointly refer a question of interpretation to an independent adviser we both agree on, based on an agreed statement of facts, and accept their decision.
37.3 This does not stop either of us going to court.
38. Errors
38.1 We take care preparing our documents, and we may correct any errors or omissions.
39. Law
39.1 These terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction.
Ronis Terms and Conditions, version 2.0, November 2026.