Terms and Conditions

These are Ortom Ltd.'s standard terms of engagement for consultancy services. Unless otherwise agreed in writing, these terms apply to all work undertaken by Ortom Ltd.

If you have any questions about these terms, please contact us before commencing work.

PAYMENT TERMS

  • Payment is due within 30 days of invoicing.
  • Late payments may incur interest at a rate of 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is made in full.

VAT

  • All fees quoted are exclusive of VAT. Fees and expenses shall be paid together with Value Added Tax (VAT) at the prevailing rate (currently 20%).

EXPENSES

  • All reasonable and necessary expenses will be payable by the Client and will be added to Ortom Ltd.'s invoice.

INTELLECTUAL PROPERTY

  • Any foreground intellectual property and software created during an engagement will become the property of the Client upon full payment of fees.
  • Ortom Ltd. grants the Client a royalty-free, irrevocable, worldwide licence to use any background intellectual property that Ortom Ltd. brings to the work.

CONFIDENTIALITY & DATA PROTECTION

  • Both parties agree to keep all confidential information shared during an engagement strictly confidential and not disclose it to third parties without written consent.
  • Any personal data handled during an engagement will be processed in compliance with UK GDPR and data protection laws.

CLIENT COOPERATION

  • The Client agrees to provide all required information, materials, approvals, and decisions within the timeframes specified in the project schedule or, where not specified, within 5 business days of request.
  • If Client delays (including failure to provide timely approvals, information, or decisions) exceed 15 business days cumulatively, Ortom reserves the right to review and renegotiate the engagement terms. This may include moving to time and materials billing at Ortom's standard day rate of £1,500, applying a revised fixed price to reflect the extended timeline, or pausing work to accommodate other client commitments. Ortom will provide written notice of any accumulated delays and proposed adjustments to the engagement terms before implementing any changes.

WARRANTIES AND DISCLAIMERS

  • Ortom Ltd. provides services on a best-effort basis but does not guarantee specific results or the suitability of software for any particular purpose.
  • The Client is responsible for testing and ensuring any system meets its needs before deployment.

LIABILITY AND INDEMNITY

  • Ortom Ltd. shall not be liable for any indirect, incidental, or consequential losses arising from the use of its services, including (but not limited to) loss of profit, revenue, data, or business opportunities.
  • Ortom Ltd.'s total liability in any case shall not exceed the total fees paid under the agreement.
  • The Client agrees to indemnify Ortom Ltd. against any claims, damages, or losses arising from the use or misuse of the delivered work.

TERMINATION

  • Either party may terminate an agreement with 14 days' written notice.
  • Ortom Ltd. reserves the right to terminate an agreement immediately if the Client fails to make payments or breaches these terms.
  • Upon termination, all fees for work completed shall remain payable, and intellectual property rights shall only transfer upon full payment.

FORCE MAJEURE

  • Neither party shall be liable for delays or failure to perform due to circumstances beyond their control, including natural disasters, legal changes, cyberattacks, or third-party service failures.

SUBSTITUTION

  • Ortom Ltd. has the right to provide services using representatives of its choosing. Any substitute must be sufficiently skilled, experienced, and qualified.
  • Ortom Ltd. remains fully liable for services provided by any substitute and will bear any associated costs.

CONTROL

  • The Client shall not exercise or seek to exercise direction, control, or supervision over Ortom Ltd.
  • Ortom Ltd. will determine how best to provide the services whilst cooperating with reasonable requests from the Client.

FUTURE WORK

  • Unless otherwise agreed in writing, any future work commissioned by the Client from Ortom Ltd. will be subject to these terms and conditions.

GOVERNING LAW

  • These terms shall be governed by and construed in accordance with the laws of England and Wales. Any disputes arising shall be subject to the exclusive jurisdiction of the courts of England and Wales.

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