CLIENT TERMS AND CONDITIONS 

1. DEFINITIONS 

1.1. "Agreement" means the applicable Proposal together with these Terms and Conditions and any applicable Purchase Order or written instruction to proceed issued by the Client. 

1.2. "Client" means the person, firm or company purchasing the Services from ODi. 

1.3. "Confidential Information" means any commercial, financial, technical, operational or other confidential information disclosed by one Party to the other in connection with the Services. 

1.4. "Deliverables" means any reports, documentation, workflow designs, process maps, recommendations, operational roadmaps or other materials produced by ODi as part of the Services, and, in respect of Implementation Services, any configured workflows, automations, integrations, or AI agent setups delivered to the Client. 

1.5. "Intellectual Property Rights" means patents, trademarks, trade names, service marks, domain names, copyright and related rights, database rights, design rights, software rights, know-how, methodologies, workflows, automation processes, templates, trade secrets, and all other intellectual property and proprietary rights, whether registered or unregistered, including applications for such rights anywhere in the world. 

1.6. "ODi" means Operational Delivery Improvement Ltd. 

1.7. "Proposal" means any proposal, quotation, statement of work or other scope document issued by ODi setting out the Services, Deliverables, fees, assumptions, timelines or project-specific terms relating to the Services. 

1.8. "Purchase Order" means any purchase order, procurement document, written instruction or email authorisation issued by the Client authorising ODi to commence the Services described in the applicable Proposal. 

1.9. "Party" means either ODi or the Client and "Parties" means both of them. 

1.10. "Services" means (a) consultancy and advisory services relating to operational workflows, processes, and strategy ('Advisory Services'); and/or (b) configuration, implementation, automation, and build services relating to Third-Party Platforms, including AI agent development (together, 'Implementation Services'), in each case as provided by ODi and as further described in the applicable Proposal. 

1.11. "Terms and Conditions" means these standard terms and conditions. 

1.12. "Third-Party Platforms" means any third-party software, systems, applications or platforms used in connection with the Services, including but not limited to project management or work operating system platforms, productivity or collaboration platforms, AI tools, cloud systems or integration services. 

1.13. "ODi Retained IP" has the meaning given in Clause 7.2. 

1.14. "Residual Knowledge" has the meaning given in Clause 8.4. 

2. ORDER OF PRECEDENCE 

2.1. In the event of any inconsistency, the following order of precedence shall apply: 

(a) the applicable Proposal; 
(b) these Terms and Conditions; and 
(c) any Purchase Order issued by the Client. 

2.2. Any terms contained within a Client Purchase Order, written instruction, procurement document or other Client-issued document which seek to amend or override these Terms and Conditions shall have no effect unless expressly agreed in writing by ODi, notwithstanding ODi’s acceptance of the Purchase Order or commencement of the Services. 

2.3. These Terms and Conditions apply to the Services. Where ODi provides any software subscriptions, managed platforms, hosted services, recurring support services or ongoing maintenance services, such services may be subject to separate service-specific terms, licence terms or subscription agreements as notified by ODi. 

3. APPLICATION OF TERMS 

3.1. These Terms and Conditions shall apply to all Services provided by ODi and shall prevail over any other terms proposed by the Client unless expressly agreed in writing by ODi. 

3.2. No variation to these Terms and Conditions shall be binding unless agreed in writing by both Parties. 

3.3. Any Proposal or quotation issued by ODi is valid for thirty (30) days unless otherwise stated. 

3.4. Any Purchase Order, written instruction, email acceptance or other written authorisation issued by the Client authorising commencement of the Services shall constitute acceptance by the Client of the Agreement. 

3.5. Commencement of the Services by ODi shall constitute acceptance of the Agreement subject to these Terms and Conditions. 

4. SERVICES 

4.1. ODi shall provide the Services using reasonable skill, care and diligence consistent with the standards expected of a professional consultancy. 

4.2. ODi may provide operational recommendations, workflow designs, system configurations, automation solutions, and strategic guidance. 

4.3. Deliverables comprising Advisory Services (including recommendations, workflow designs, and roadmaps) are advisory in nature. 

4.3A. Deliverables comprising Implementation Services shall be built and configured in accordance with the specification set out in the applicable Proposal, using reasonable skill and care. ODi does not warrant that Implementation Services will achieve any specific business outcome, or that they will continue to operate without issue following any subsequent changes to the Client’s data, systems, Third-Party Platforms, or operational environment. 

4.3B. Implementation Services are complete upon delivery of the agreed Deliverable in accordance with the specification set out in the applicable Proposal. For the avoidance of doubt, Implementation Services do not include ongoing maintenance, monitoring, bug fixes, updates, or support following delivery, which (if required) shall be subject to separate terms as set out in Clause 2.3. 

4.4. ODi shall not be responsible for delays or performance issues caused by: 

(a) inaccurate information from the Client; 
(b) delays in Client approvals; 
(c) failures of Third-Party Platforms; or 
(d) changes made by the Client to workflows, configurations, or systems. 

5. CLIENT RESPONSIBILITIES 

5.1. The Client shall provide ODi with all information, access, documentation and reasonable assistance necessary for the performance of the Services. 

5.2. The Client warrants that all information supplied to ODi is accurate and complete. 

5.3. The Client shall remain responsible for: 

(a) reviewing, validating and approving Deliverables, recommendations, workflows, systems and processes prior to operational implementation or use; 

(b) maintaining appropriate backups; and 

(c) ensuring compliance with all laws and regulations applicable to its business. 

6. FEES, EXPENSES AND PAYMENT 

6.1. Fees shall be charged in accordance with the applicable Proposal. 

6.2. Unless otherwise agreed, invoices are payable within thirty (30) days from the invoice date. 

6.3. ODi may suspend performance of the Services where invoices remain unpaid beyond the applicable payment period. 

6.4. Without prejudice to any other right or remedy available to ODi, if the Client fails to pay any invoice by the due date, ODi reserves the right to charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, whether before or after judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. 

6.5. ODi also reserves the right to recover reasonable debt recovery costs incurred as a result of late payment. 

6.6. Unless otherwise agreed in the applicable Proposal, reasonable out-of-pocket expenses incurred by ODi in connection with the provision of the Services (including but not limited to travel, accommodation, subsistence, software licences, and third-party costs) shall be recharged to the Client at cost. 

6.7. ODi shall provide reasonable supporting documentation for expenses upon request. 

7. INTELLECTUAL PROPERTY 

7.1. All pre-existing Intellectual Property Rights belonging to either Party shall remain vested in and owned by that Party. 

7.2. All Intellectual Property Rights developed, adapted, refined or used by ODi in connection with the Services shall remain vested in and owned by ODi. Such Intellectual Property Rights include, without limitation, methodologies, workflow templates, automation logic, and AI agent configurations, including the general architecture, approach, and technique used to deliver Implementation Services even where refined or developed in the course of a specific Client engagement (together, "ODi Retained IP"), and ODi shall be entitled to use, adapt, and reuse such ODi Retained IP in connection with any other client engagement without restriction, provided that ODi Retained IP does not include the Client’s specific business data, configuration content, or proprietary information. 

7.3. Subject to payment in full, the Client shall receive a non-exclusive, perpetual, non-transferable licence to use Deliverables comprising Advisory Services for its internal business purposes only, without restricting ODi’s ongoing right to use and reuse the underlying ODi Retained IP in connection with other engagements. 

7.3A. Subject to payment in full, the Client shall receive a non-exclusive, non-sublicensable, non-transferable licence to use Deliverables comprising Implementation Services for its internal business purposes only, for as long as the Client maintains an active subscription to the applicable Third-Party Platform, without restricting ODi’s ongoing right to use and reuse the underlying ODi Retained IP in connection with other engagements. 

7.4. For the avoidance of doubt, the Client’s underlying business data, records, and content entered into any Third-Party Platform or Deliverable shall remain the property of the Client. Nothing in this Clause 7 shall be construed as ODi acquiring ownership of the Client’s business data. 

8. CONFIDENTIALITY 

8.1. Each Party shall keep confidential all Confidential Information received from the other Party and shall not disclose such information to any third party except: 

(a) to its employees, advisers, contractors or consultants who reasonably require access to such information for the purposes of the Agreement; 

(b) where required by law or regulatory authority; or 

(c) with the prior written consent of the other Party. 

8.2. The obligations of confidentiality shall not apply to information which: 

(a) is or becomes publicly available other than through breach of this Agreement; 

(b) was lawfully known to the receiving Party prior to disclosure; or 

(c) is lawfully obtained from a third party without restriction. 

8.3. The obligations under this Clause 8 shall continue for a period of five (5) years following termination of the Agreement. 

8.4. Notwithstanding the other obligations in this Clause 8, ODi may use and apply Residual Knowledge for any purpose, including in providing services to other clients. "Residual Knowledge" means ideas, know-how, techniques, and general professional understanding retained in the unaided memory of ODi’s personnel as a result of performing the Services, including recognition of industry-wide operational patterns or challenges, provided that Residual Knowledge does not include the Client’s specific Confidential Information, trade secrets, or proprietary data, and this Clause does not grant ODi any licence under the Client’s patents or copyrights. 

9. THIRD-PARTY PLATFORMS AND AI TOOLS 

9.1. ODi may recommend, procure, configure, integrate, administer or support Third-Party Platforms as part of the Services. 

9.2. The use of any Third-Party Platforms shall remain subject to the applicable third-party provider’s terms, conditions and licensing requirements whether contracted directly by the Client or procured by ODi on the Client’s behalf. 

9.2A. Where the Client elects to subscribe to a Third-Party Platform following ODi’s recommendation, such subscription shall be contracted directly between the Client and the relevant third-party provider on that provider’s own terms. 

9.3. Unless expressly agreed otherwise in writing, ODi does not provide any warranty in relation to the availability, security, functionality or ongoing performance of Third-Party Platforms and shall not be liable for failures, outages, pricing changes or service interruptions relating to Third-Party Platforms. 

9.4. The Client acknowledges that any operational recommendations, workflows, automations, integrations, system configurations or AI-enabled processes provided as part of the Services may require testing, review and validation prior to operational implementation or use. The Client shall remain responsible for assessing, approving and determining the suitability of such recommendations, workflows, systems and processes for its business operations and requirements. 

9.5. Where the Services involve the use of AI tools or AI-enabled features (including but not limited to AI-enabled features within any project management or work operating system platform), the Client acknowledges that AI-generated outputs may be inaccurate, incomplete, or require human review. ODi gives no warranty as to the accuracy or reliability of AI-generated content and shall not be liable for any reliance placed on such outputs without the Client’s own independent review and validation. 

10. LIMITATION OF LIABILITY 

10.1. Nothing in this Agreement shall exclude liability for death or personal injury caused by negligence or fraud. 

10.2. ODi’s total aggregate liability shall not exceed one hundred percent (100%) of the fees actually paid under the specific Purchase Order or instruction relating to the claim. 

10.3. ODi shall not be liable for (a) any indirect or consequential loss; and (b) whether direct or indirect, any loss of profits, revenue, business, goodwill, anticipated savings, or data. 

11. TERMINATION 

11.1. Either Party may terminate the Agreement upon thirty (30) days’ written notice. 

11.2. Upon termination, the Client shall pay ODi for all Services performed up to the date of termination. 

11.3. Either Party may terminate the Agreement with immediate effect by written notice to the other Party if: 

(a) the other Party commits a material breach of this Agreement and, where such breach is capable of remedy, fails to remedy it within fourteen (14) days of receiving written notice requiring it to do so; or 

(b) the other Party becomes insolvent, enters administration, receivership, or liquidation, or takes or has taken against it any similar or analogous action in any jurisdiction. 

11.4. For the avoidance of doubt, non-payment of invoices by the Client beyond the applicable payment period shall constitute a material breach for the purposes of Clause 11.3(a). 

12. FORCE MAJEURE 

12.1. Neither Party shall be liable for failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control including acts of God, power failure, cyber incidents, pandemic, or failure of telecommunications or cloud services. 

13. DATA PROTECTION 

13.1. Each Party shall comply with applicable UK data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, in connection with the performance of the Services. 

13.2. ODi acts as an independent controller in relation to any personal data processed by ODi during the provision of the Services, including contact and business information relating to the Client’s personnel. ODi processes such data for the purposes of delivering the Services, managing the client relationship, and complying with legal obligations. ODi’s privacy notice, available upon request, sets out further details of how ODi processes personal data. 

13.3. Where the Client shares personal data with ODi in connection with the Services, the Client warrants that it has the necessary authority and lawful basis to do so. The Client shall remain responsible for ensuring that any personal data shared with ODi is shared in compliance with applicable data protection legislation. 

13.4. Where the nature of the Services requires ODi to process personal data on behalf of the Client as a data processor, the Parties shall enter into a separate Data Processing Agreement on terms to be agreed in writing prior to such processing commencing. 

14. GENERAL 

14.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and agreements. 

14.2. If any provision of this Agreement is found to be invalid, the remaining provisions shall continue in full force. 

14.3. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party. 

14.4. Any notice given under this Agreement shall be in writing and may be delivered by email or sent by recorded delivery post to the relevant Party’s registered office or primary business contact address. Notices sent by email shall be deemed received on the next business day following transmission. 

15. GOVERNING LAW AND JURISDICTION 

15.1. This Agreement shall be governed by and construed in accordance with the laws of Scotland. 

15.2. The Parties submit to the exclusive jurisdiction of the Scottish courts.