Terms of Service & Privacy Policy

Framework Agreement

This Agreement establishes terms for services detailed in separate SOWs. No obligation exists until SOWs are executed.

SOW Relationship

All SOWs are governed by this Agreement. In case of conflict, this Agreement prevails unless a SOW explicitly states intent to supersede specific provisions.

Change Management

Either party may request SOW changes. Changes require written agreement specifying scope, timeline, and fee adjustments.

Non-Exclusivity

This Agreement is non-exclusive. Supplier may provide similar services to other parties.

Subcontracting

Supplier may engage subcontractors at its sole discretion to perform any part of the Services. Supplier remains fully liable for all subcontractor performance and deliverables as if performed by Supplier directly.

Third-Party Software and Licenses

Where Supplier procures, facilitates, or resells third-party software licenses (including but not limited to GitLab subscriptions) on behalf of Client:

• Client acknowledges that such licenses are provided directly by the third-party vendor and governed solely by that vendor's terms and conditions, which may be updated from time to time;
• Client agrees to review, accept, and comply with all applicable third-party terms and conditions;
• Supplier acts only as a facilitator, reseller, or authorized partner and provides no warranty, representation, or support beyond what is expressly offered under the third-party vendor's standard agreement;
• Any disputes, claims, or issues arising from third-party software or licenses shall be addressed directly with the relevant vendor;
• Client shall indemnify Supplier against any claims arising from Client's use of third-party software or violation of third-party license terms;
• Specific third-party arrangements, pricing, and terms will be detailed in applicable SOWs or separate license agreements.

Relationship Managers

Each party designates a primary contact for each SOW with authority to make decisions and provide approvals.

Notice Requirements

All formal notices must be in writing to addresses specified in this Agreement or as updated in writing.

Mutual Representations

Both parties represent and warrant that they have full authority to enter this Agreement, are validly existing and in good standing under the laws of their jurisdiction, will comply with all applicable laws and regulations, and are not subject to any conflicting contractual obligations that would prevent performance under this Agreement.

Client Representations

Client represents and warrants that all materials provided to Supplier do not infringe any third-party intellectual property rights, all required internal approvals and third-party consents have been obtained for this Agreement, and no personal data subject to GDPR or other data protection laws will be shared with Supplier without proper legal safeguards and agreements in place.

Supplier Representations

Supplier represents and warrants that all Services will be performed with professional skill and care in accordance with industry standards, all personnel assigned to perform Services have appropriate qualifications and experience for their assigned tasks, and the Services will not infringe any third-party intellectual property rights.

Disclaimer

EXCEPT AS EXPRESSLY STATED, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR PURPOSE.

Client Obligations

Client shall provide accurate specifications, requirements, and briefings necessary for Supplier to perform the Services. Client shall supply all necessary information, materials, and access promptly upon Supplier's reasonable request. Client shall provide timely feedback, decisions, and approvals as required for project progression. Client shall ensure that authorized representatives are available for consultation and decision-making. Client shall make all payments according to the terms specified in this Agreement and applicable SOWs. Failure by Client to meet these obligations may result in project delays, additional costs, or suspension of Services until obligations are fulfilled.

Supplier Obligations

Supplier shall deliver all Services professionally and with appropriate skill and care consistent with industry standards. Supplier shall use reasonable efforts to meet all agreed deadlines, subject to Client fulfilling its obligations under this Agreement. Supplier shall provide adequate resources and appropriately qualified personnel to perform the Services. Supplier shall maintain Key Personnel in their assigned roles or provide suitable replacements with reasonable advance notice to Client. Supplier shall inform Client promptly of any issues that may affect the delivery of Services or achievement of agreed milestones.

Fee Structure

Fee Structure: Each SOW details applicable fees, which are exclusive of taxes unless stated otherwise.

Additional Services: Work beyond SOW scope requires written agreement and may incur additional fees at Supplier's standard rates.

Expenses: Client reimburses reasonable, documented expenses incurred in providing Services, subject to any limits specified in SOWs.

Payment Terms

• Payment due within 30 working days of invoice date
• Late payments incur interest at 2% per annum over Bank of England base rate
• Time is of the essence for payment obligations

Payment Method: Direct bank transfer to details provided on invoices.

Disputed Invoices: Disputes must be notified within 14 days of invoice receipt. Undisputed portions remain payable.

Prepaid Fees: All fees paid in advance are non-refundable regardless of early termination, cancellation, or suspension of Services, except in cases of Supplier's material uncured breach that prevents delivery of Services. This policy applies to all payments including but not limited to setup fees, annual subscriptions, retainer fees, and milestone payments. Client acknowledges that prepaid fees compensate Supplier for resource allocation, opportunity costs, and administrative expenses incurred upon engagement.

Invoice Delivery

• Client Email: [CLIENT INVOICE EMAIL]
• Client Invoice Address: [CLIENT NAME] [ATTENTION/DEPARTMENT] [FULL ADDRESS]
• Supplier Accounts: accounts@ottra.io

Invoice Requirements: Invoices include service descriptions, SOW references, time periods, and payment terms.

Address Changes: Parties must notify each other immediately of any changes to invoice details.

Standard Hours: 9:00am-5:30pm GMT, Monday-Friday, excluding UK national holidays.

Extended Hours: Work outside standard hours charged at rates specified in SOWs.

Key Personnel: Supplier will use specified Key Personnel and notify Client of any changes or anticipated absences.

Pre-existing Rights: Each party retains ownership of intellectual property existing before this Agreement or developed independently.

Work Product: Upon completion of deliverables and full payment of applicable fees, Client obtains ownership of intellectual property in Deliverables created specifically for Client under SOWs.

Retained Rights: Supplier retains ownership of general methodologies, know-how, and techniques; tools and technologies used in service delivery; and improvements to pre-existing intellectual property.

Third-Party Rights: Each party warrants their contributions don't infringe third-party rights and will defend against related claims.

Confidentiality Obligations: Both parties shall protect confidential information received from the other party with the same degree of care used to protect their own confidential information, but in no event less than reasonable care. Each party shall use confidential information solely for purposes related to this Agreement and the performance of Services. Each party shall limit access to confidential information to employees and contractors who have a legitimate need to know such information and who are bound by confidentiality obligations no less restrictive than those contained herein. Each party shall return or destroy all confidential information upon written request from the disclosing party.

Exclusions from Confidentiality: The confidentiality obligations set forth in this Agreement shall not apply to information that is or becomes publicly available through no breach of this Agreement by the receiving party, was known to the receiving party prior to disclosure as evidenced by written records, is independently developed by the receiving party without use of or reference to the disclosing party's confidential information, or is rightfully received by the receiving party from a third party without restriction and without breach of any confidentiality obligation.

Compelled Disclosure: Either party may disclose confidential information when required by law, court order, or government regulation, provided that the disclosing party gives the other party reasonable advance notice where legally permitted to allow the other party to seek protective measures.

Equitable Relief: Both parties acknowledge that breach of confidentiality obligations may cause irreparable harm for which monetary damages would be inadequate, and therefore the non-breaching party shall be entitled to seek injunctive relief and other equitable remedies without the requirement to post a bond.

Term: Effective from Effective Date until terminated according to this Agreement.

Termination for Convenience

• Client may terminate this Agreement without cause with 30 days' written notice.
• Supplier may terminate this Agreement without cause with 60 days' written notice.
• Termination of this Agreement does not automatically terminate existing SOWs. All SOWs in effect at the time of Agreement termination shall continue and be performed to completion according to their original terms, unless both parties mutually agree in writing to terminate specific SOWs early.

Termination for Breach: Either party may terminate if the other materially breaches this Agreement and fails to remedy breach within 15 days of written notice.

Immediate Termination

Either party may terminate immediately for:

• Insolvency or bankruptcy proceedings
• Material breach of confidentiality obligations
• Breach of payment obligations (after 30 days overdue plus 7 days notice)

Effect of Termination: Upon termination of this Agreement for any reason, all prepaid fees remain non-refundable as set forth in the Prepaid Fees provision above, and Client shall pay Supplier for all Services rendered and expenses incurred up to the effective date of termination within thirty (30) days. Supplier shall promptly deliver to Client all work completed as of the termination date and shall return all Client property and materials in Supplier's possession. All provisions relating to confidentiality, intellectual property ownership, liability limitations, prepaid fees, and dispute resolution shall survive termination of this Agreement. Both parties shall return or destroy all confidential information received from the other party, except as required for legal or regulatory compliance.

Liability Cap: Each party's total liability is limited to the greater of: (a) fees paid in the 12 months preceding the claim, or (b) total fees paid under the applicable SOW, except for confidentiality breaches, intellectual property infringement, and gross negligence or willful misconduct.

Excluded Damages: Neither party is liable for indirect, special, incidental, punitive, or consequential damages, including lost profits or business interruption.

Mutual Indemnification: Each party indemnifies the other against third-party claims arising from breach of this Agreement, negligence or willful misconduct, and infringement of intellectual property rights.

Negotiation: Parties will attempt good faith resolution of disputes for 30 days after written notice.

Arbitration: Unresolved disputes will be settled by binding arbitration under London Court of International Arbitration (LCIA) rules.

Arbitration Terms

• Single arbitrator mutually agreed or appointed by LCIA
• Seat of arbitration: London, UK
• Language: English
• Costs allocated by arbitrator

Governing Law: This Agreement is governed by the laws of England and Wales.

Jurisdiction: English courts have exclusive jurisdiction over enforcement and interim relief.

Non-Solicitation: During the Agreement and 12 months after termination, Client will not solicit, hire, or engage Supplier's employees or contractors who performed Services under this Agreement.

Force Majeure: Neither party is liable for delays caused by events beyond reasonable control (including acts of God, government actions, or pandemics). Parties must notify each other promptly and use reasonable efforts to mitigate impact.

Assignment: Neither party may assign this Agreement without prior written consent, except to affiliates with notice or in connection with merger, acquisition, or sale of substantially all assets.

Data Protection: Both parties will comply with applicable data protection laws including UK GDPR. Where personal data is processed, the parties will execute a separate Data Processing Agreement before any personal data transfer.

Entire Agreement: This Agreement (including SOWs) constitutes the complete understanding and supersedes all prior agreements, representations, and understandings.

Amendment: Changes require written agreement signed by authorized representatives of both parties.

Severability: Invalid provisions don't affect remaining Agreement terms. Parties will negotiate replacement provisions that achieve similar commercial effect.

Survival: Provisions regarding confidentiality, intellectual property, liability, indemnification, and dispute resolution survive termination.

Independent Contractors: Supplier is an independent contractor. Nothing creates partnership, joint venture, or employment relationship.

Compliance: Both parties will comply with applicable laws, including anti-bribery, export control, and sanctions regulations.