Terms And Conditions

1. Definitions and Interpretation

1.1 Unless the context requires otherwise, in these Terms and Conditions and in an Order:

“Agreement” means a contract between OD3X and the Customer made up of an Order, these Terms and Conditions and any documents expressly referred to in either of them, and any amendments to that contract from time to time.

“Business Days” Mondays to Fridays

“Charges” means the fees payable by the Customer for the Services as specified in an Order or Statement of Work.

“Customer” means the person or entity identified as such in an Order or Statement of Work.

“Customer Data” means any data provided by the Customer to OD3X under the Agreement.

“Customer Personal Data” means any Personal Data provided by the Customer to OD3X under the Agreement.

“Confidential Information” means any information disclosed by either party to the other party during the Term (whether in writing, orally or otherwise) that at the time of disclosure is either marked as “confidential” or should reasonably be understood by the receiving party to be confidential, including but not limited to business strategies, technology roadmaps, exit plans, financial information, and proprietary methodologies.

“Data Controller” has the meaning given to it in the Data Protection Legislation.

“Data Processor” has the meaning given to it in the Data Protection Legislation.

“Data Protection Legislation” means:
(i) the EU Data Protection Directive (Directive 95/46/EC), the Data Protection Act 1998 and Electronic Communications (EC Directive) Regulations 2003;
(ii) with effect from 25th May 2018, the EU General Data Protection Regulation (Regulation (EU) 2016/679); and
(iii) any other data protection laws and regulations, orders and any codes of practice, guidelines and recommendations issued by the Information Commissioner’s Office or any replacement or equivalent body, as amended and in force from time to time.

“Deliverables” means any work product, documentation, systems, software, reports, or other materials to be delivered by OD3X to the Customer as specified in an Order or Statement of Work.

“Force Majeure Event” an event, or a series of related events, that is outside the reasonable control of the party affected, including: failures of the internet or any public telecommunications network; hacker attacks; denial of service attacks; virus or other malicious software attacks or infections; power failures; industrial disputes affecting any third party; changes to the law; disasters, explosions, fires, floods, riots, terrorist attacks and wars; failure of computer systems or infrastructure owned or managed by a party’s subcontractor or supplier.

“Initial Commitment Period” has the meaning given to it in an Order or Statement of Work.

“Intellectual Property Rights” patents, rights in inventions, know how, show how and trade secrets, copyright and related rights, moral rights, registered designs, design rights, database rights, semiconductor topography rights, trade marks and service marks, trade names, business names, brand names, get up, logos, domain names and URLs, rights in unfair competition, goodwill and rights to sue for passing off and any other intellectual property rights (in each case, whether or not registered, and including all applications to register and rights to apply to register any of them and all rights to sue for any past or present infringement of them) and all rights or forms of protection having equivalent or similar effect in any jurisdiction.

“OD3X” OD3X Ltd., a company with its registered office at Unit 1113, 11/F, Peninsula Centre, 67 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong.

“OD3X Privacy Policy” means OD3X’s privacy policy which may be accessed at https://od3x.io/privacy/

“Order” means an order or statement of work for the supply of Services that is submitted by the Customer and is accepted in writing by OD3X.

“Personal Data” has the meaning given to it in the Data Protection Legislation.

“Processing” has the meaning given to it in the Data Protection Legislation.

“Services” means the fractional CTO services, technology transformation consulting, AI implementation, digital transformation, website development, telecoms systems development, and/or other professional services to be provided by OD3X to the Customer, as specified in an Order or Statement of Work.

“Statement of Work” means a document setting out the scope, deliverables, timeline, and fees for specific Services to be provided by OD3X.

“Term” has the meaning given to it in clause 2.1.

1.2

In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3

The clause headings do not affect the interpretation of the Agreement.

1.4

In the Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

1.5

In case of a conflict or inconsistency between these Terms and Conditions and any provision in an Order or Statement of Work, the provision in the Order or Statement of Work prevails.

2. Term

2.1

Subject to earlier termination in accordance with clause 13, the Agreement will continue in force during the Initial Commitment Period (if specified in an Order or Statement of Work), following which it may be terminated by either party giving to the other party thirty (30) days’ written notice of termination (the “Term”).

3. Services

3.1

OD3X will provide the Services to the Customer during the Term in accordance with the Agreement and any applicable Statement of Work.

3.2

OD3X will use reasonable commercial endeavours to meet any performance dates or milestones specified in a Statement of Work, but any such dates or milestones shall be estimates only and time shall not be of the essence for the performance of the Services.

3.3

The Customer agrees that it will throughout the Term:

(a) provide OD3X with such access to the Customer’s premises, systems, personnel, and information as is reasonably necessary for OD3X to perform the Services;

(b) provide timely decisions, approvals, and feedback as reasonably requested by OD3X;

(d) keep all login credentials (if any) secure and confidential, and ensure that no unauthorised person gains access to any systems or platforms provided by OD3X.

3.4

The Customer agrees that it will not:

(a) sub-license, rent, lease, loan, or sell any Deliverables or access rights to any third party without OD3X’s prior written consent;

(b) use the Services or Deliverables in any way that is unlawful, illegal, fraudulent or harmful;

(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any proprietary software or systems developed by OD3X; or

(e) interfere with the operation of any systems or platforms provided by OD3X.

3.5

If the Customer breaches any of the conditions or restrictions set out in clauses 3.3 or 3.4, then OD3X may with immediate effect and without any obligation to provide notice:

(a) suspend the provision of Services; and/or

(b) terminate the Agreement.

4. Support Services

4.1

OD3X shall provide the Customer with email support for the Services between 09:00 and 17:00 UK time during Business Days, unless otherwise specified in a Statement of Work.

4.2

OD3X will use all reasonable commercial endeavours to respond to support requests in a timely manner, but response times are not guaranteed unless otherwise specified in a Statement of Work.

5. Customer Data

5.1

The Customer hereby grants to OD3X a non-exclusive license to collect, copy, store, distribute, export, edit and translate the Customer Data to the extent reasonably required for the performance of OD3X’s obligations and the exercise of OD3X’s rights under the Agreement, together with the right to sub-license these rights to its service providers and development partners to the extent reasonably required for the performance of OD3X’s obligations and the exercise of OD3X’s rights under the Agreement.

5.2

The Customer warrants to OD3X that the use of the Customer Data by OD3X in accordance with the Agreement will not:

(a) breach the provisions of any law, statute or regulation;

(b) infringe the Intellectual Property Rights or other legal rights of any person; or

in each case in any jurisdiction and under any applicable law.

6. Data Protection

6.1

The parties agree that, in respect of any Customer Personal Data that is provided by the Customer to OD3X then, for the purposes of Data Protection Laws, the Customer is the Data Controller and OD3X is the Data Processor of such Customer Personal Data.

6.2

OD3X will, at all times:

(a) carry out all Processing of Customer Personal Data pursuant strictly in accordance with the Agreement and the OD3X Privacy Policy;

(b) have in place appropriate technical and organizational security measures so that Customer Personal Data is protected against unauthorised or unlawful processing and against accidental loss, destruction or damage;

(c) only process the Customer Personal Data for the purposes of performing its obligations and exercising its rights under the Agreement; and

(d) process the Customer Personal Data in compliance with all applicable laws.

6.3

OD3X will notify the Customer as soon as practicable if:

(a) any of the Customer Personal Data is lost or destroyed, or becomes damaged, corrupted or unusable;

(b) OD3X receives any complaint or regulatory notice which relates to the processing of any of the Customer Personal Data; or

6.4

OD3X will co-operate with the Customer in relation to:

(a) any request from the Customer to amend or delete any of the Customer Personal Data;

(b) any complaint or regulatory notification relating to the processing of any of the Customer Personal Data; and

at the cost and expense of the Customer.

7. Intellectual Property Rights

7.1

Subject to clause 7.2, all Intellectual Property Rights in any Deliverables, materials, systems, software, documentation, or other work created by OD3X (whether solely or jointly with any person) in the course of providing the Services (“Work”) shall vest or remain vested in OD3X.

7.2

Upon receipt of full payment of all Charges due in respect of any specific Deliverables, OD3X grants to the Customer a non-exclusive, perpetual, royalty-free license to use such Deliverables for the Customer’s internal business purposes, unless otherwise specified in a Statement of Work.

7.3

Nothing in the Agreement shall operate to assign or otherwise transfer any pre-existing Intellectual Property Rights from OD3X to the Customer, or from the Customer to OD3X.

7.4

At OD3X’s request and expense the Customer will perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution or delivery of) all further documents which OD3X reasonably considers necessary to vest ownership of the Work in OD3X or otherwise to give effect to this clause 7.

8. Charges

8.1

The Customer shall pay the Charges in accordance with the payment terms specified in the relevant Order or Statement of Work.

8.2

Unless otherwise specified in an Order or Statement of Work:

(a) OD3X will issue invoices for recurring Charges monthly in advance;

(b) OD3X will issue invoices for project-based Services upon completion of milestones or monthly in arrears; and

8.3

The Charges are exclusive of value added tax (VAT) or any other applicable local sales tax, which will be added to the Charges and are payable by the Customer to OD3X if applicable.

8.4

OD3X may increase recurring Charges by giving to the Customer at least thirty (30) days’ prior written notice, provided that:

(a) the total of all increases during any 12-month period shall not, when expressed as a percentage, exceed 20%; and

(b) any increases to the Charges during the Initial Commitment Period shall only be effective following expiry of the Initial Commitment Period.

8.5

If the Customer does not pay any amount properly due to OD3X under the Agreement, OD3X may, without prejudice to its other rights (whether under the Agreement or otherwise):

(a) charge the Customer interest on the overdue amount at the rate of 10% per annum (which interest will accrue daily until the date of actual payment); and

(b) subject to giving the Customer at least five (5) Business Days’ prior written notice of its intention to do so, suspend the provision of the Services.

9. Warranties

9.1

Each party warrants to other party that:

(a) it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and

(b) it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under the Agreement.

9.2

OD3X warrants to the Customer that:

(a) it shall provide the Services with a reasonable degree of skill and care consistent with industry standards for professional consulting services;

(b) the Services shall in all material respects comply with any specifications set out in a Statement of Work so far as is reasonably practicable;

(c) it has taken and shall continue to take all commercially reasonable steps to ensure that any software or systems delivered as part of the Services will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and

(d) any software or systems delivered as part of the Services will incorporate security features reflecting the requirements of good industry practice.

9.3

All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

10. Acknowledgements and warranty limitations

10.1

The Customer acknowledges that, despite all reasonable commercial endeavours, complex software and systems are never wholly free from defects, errors and bugs; and subject to the other provisions of the Agreement, OD3X gives no warranty or representation that any software or systems delivered as part of the Services will be wholly free from defects, errors and bugs.

10.2

The Customer acknowledges that, despite all reasonable commercial endeavours, complex software and systems are never entirely free from security vulnerabilities; and subject to the other provisions of the Agreement, OD3X gives no warranty or representation that any software or systems delivered as part of the Services will be entirely secure.

10.3

Except to the extent expressly provided otherwise in the Agreement, OD3X does not warrant or represent that the Services or the use of the Services by the Customer will achieve any specific business outcome, valuation increase, exit multiple, cost saving, or other specific result. The Customer acknowledges that business outcomes depend on many factors beyond OD3X’s control.

10.4

OD3X provides strategic advice and technology implementation services, but the Customer remains solely responsible for all business decisions and their consequences.

11. Limitations and exclusions of liability

11.1

Nothing in the Agreement will limit or exclude:

(a) any liability for fraud or fraudulent misrepresentation; or

(b) any liability in any way that is not permitted under applicable law.

11.2

The limitations and exclusions of liability set out in this clause 11 and elsewhere in the Agreement:

(a) are subject to clause 11.1; and

(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Agreement.

11.3

OD3X shall not be liable to the Customer in respect of:

(a) any losses arising out of a Force Majeure Event; or

(b) any loss of profits or anticipated savings; or

(d) any loss of use or production; or

(e) any loss of business, contracts or opportunities; or

(f) any loss or corruption of any data, database or software; or

(g) any failure to achieve any specific valuation, exit multiple, or business outcome,

whether or not such losses or loss would also fall within clause 11.4.

11.4

Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

11.5

Subject to clauses 11.1 to 11.4, the liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the higher of (i) the total amount paid and payable by the Customer to OD3X under the Agreement in the 12-month period preceding the commencement of the event or events or (ii) £25,000.

12. Force Majeure Event

12.1

If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

12.2

A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

12.3

A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

13. Termination

13.1

Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits any material breach of the Agreement which, in the case of a breach which is remediable, is not remedied within thirty (30) days of the date on which the other party is given written notice requiring the breach to be remedied.

13.2

Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent or is declared insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any material part of the assets of the other party; or

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).

13.3

OD3X may terminate the Agreement at any time by giving thirty (30) days’ notice of termination to the Customer.

14. Effects of termination

14.1

Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): clauses 1, 5, 7, 8, 11, 14, 15, 16, 19, 20, 21, 23 and 24.

14.2

The termination of the Agreement shall not affect the accrued rights of either party.

14.3

On termination of the Agreement for any reason the Customer must immediately pay to OD3X any Charges in respect of Services provided to the Customer before the termination of the Agreement.

14.4

The Customer agrees that:

(a) it is the Customer’s responsibility to retrieve a copy of the Customer Data within thirty (30) days of the date on which termination of the Agreement is effective, following which date OD3X is entitled to delete the Customer Data without notice; and

(b) if the Customer requests OD3X to provide a copy of the Customer Data after the 30-day period referred to in (a), then OD3X may (at its entire discretion) agree to do so subject to the Customer paying a data recovery charge not exceeding £250 + VAT.

15. Confidentiality

15.1

Each party shall keep confidential all Confidential Information disclosed to it by the other party and shall not use or disclose such Confidential Information except as expressly permitted by the Agreement.

15.2

The obligations in clause 15.1 shall not apply to Confidential Information that:

(a) is or becomes publicly available through no breach of the Agreement;

(b) was lawfully in the receiving party’s possession before disclosure;

(d) is required to be disclosed by law or by a regulatory authority.

15.3

The obligations in this clause 15 shall survive termination of the Agreement for a period of five (5) years.

16. Marketing and Publicity

16.1

The Customer agrees that OD3X may refer to the Customer as being a client of OD3X in its marketing materials, case studies, press releases, or on its website, subject to the Customer’s prior written approval of any specific use.

17. Notices and Consents

17.1

Any notice or consent from one party to the other party under the Agreement must be given by email using, in the case of OD3X, info@od3x.io or, in the case of the Customer, the email address set out in the Order or Statement of Work.

18. Subcontracting

18.1

OD3X may subcontract any of its obligations under the Agreement, including to development partners and third-party service providers, provided that OD3X shall remain responsible to the Customer for the performance of any subcontracted obligations.

19. Assignment

19.1

The Customer must not assign, transfer or otherwise deal with its contractual rights and/or obligations under the Agreement without the prior written consent of OD3X, such consent not to be unreasonably withheld or delayed.

20. No waivers

20.1

No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

20.2

No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any breach of that provision or any other provision of the Agreement.

21. Severability

21.1

If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

21.2

If any unlawful and/or unenforceable provision of the Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

22. Third party rights

22.1

The Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

23. Variation

23.1

The Agreement may not be varied except in accordance with this clause 23.

23.2

The Agreement may be varied by means of a written document signed, including by electronic signature, by or on behalf of each party.

24. Entire agreement

24.1

The Agreement shall constitute the entire agreement between the parties in relation to its subject matter, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

24.2

Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

24.3

The provisions of this clause 24 are subject to clause 11.1.

25. Law and jurisdiction

25.1

The Agreement and all disputes or claims arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Hong Kong law.

25.2

Any disputes relating to the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Hong Kong.

Contact

legal@od3x.io
Telephone: +44 2079 234 949

OD3X
Unit 1113, 11/F, Peninsula Centre
67 Mody Road, Tsim Sha Tsui
Kowloon, Hong Kong

UK Office:
Suite 626, 60 Tottenham Court Road
Fitzrovia, London W1T 2EW
United Kingdom

ANALYSIS: Key Changes Made from Okra to OD3X

Major Structural Changes:

Service Model Change: Changed from SaaS/platform subscription model (Okra Datacom Platform, CRM, IP telephony) to professional consulting services model (fractional CTO, technology transformation, AI implementation). This is a fundamental business model difference.
Removed Platform-Specific Terms: Removed all references to: Okra Datacom Platform, Fair Usage Policy, Additional Data Storage Charges, Call Charges, Subscription Charges (replaced with general “Charges”), SLA references.
Added Consulting-Specific Terms: Added: Statement of Work, Deliverables, project-based payment terms, milestone-based invoicing, confidentiality provisions for business strategies/exit plans.
Intellectual Property Rights: Modified IP clause significantly – OD3X retains ownership but grants license to Customer upon payment (clause 7.2). This is more appropriate for consulting/development work than pure SaaS.
Payment Terms: Changed from automatic credit card charging to traditional invoicing with 30-day payment terms. Added milestone-based payment options for project work.
Confidentiality: Added comprehensive confidentiality clause (Section 15) – critical for consulting work involving business strategies, exit plans, and proprietary methodologies.

Specific Content Changes:

Company Name & Details: Changed “Okra Datacom Limited” to “OD3X” throughout. Updated contact email from support@okradatacom.com to info@od3x.io. Kept Hong Kong registered address (same as Okra).
Services Definition: Changed from “CRM, IP telephony, social media integration, automations” to “fractional CTO services, technology transformation consulting, AI implementation, digital transformation, website development, telecoms systems development.”
Customer Obligations: Modified to reflect consulting engagement – added requirements for Customer to provide access to premises/systems/personnel, provide timely decisions and approvals (clause 3.3).
Warranties: Modified warranty language from platform/software warranties to professional services warranties – “reasonable degree of skill and care consistent with industry standards for professional consulting services” (clause 9.2(a)).
Liability Cap: Increased from £10,000 to £25,000 (clause 11.5) – more appropriate for higher-value consulting engagements.
Business Outcome Disclaimer: Added explicit disclaimer that OD3X does not guarantee specific business outcomes, valuation increases, or exit multiples (clauses 10.3, 10.4, 11.3(g)) – critical for consulting work.
Data Recovery Fee: Increased from £100 to £250 (clause 14.4(b)) to reflect higher-value engagements.
Marketing Rights: Modified to require Customer’s prior written approval for specific uses (clause 16.1) – more appropriate for high-profile clients concerned about confidentiality.
Subcontracting: Added explicit reference to “development partners” (clause 18.1) reflecting OD3X’s business model of working with Asia-based development teams.

Items Requiring Review/Decision:

Jurisdiction: Currently set to Hong Kong law and courts (same as Okra). Consider if UK law would be more appropriate given OD3X has a UK office and likely serves UK clients. This is a significant legal decision.
Company Legal Entity: The T&Cs refer to “OD3X” but don’t specify the full legal entity name or company number. You need to confirm: Is OD3X a separate legal entity from Okra Datacom? What is the full legal name and registration number?
Insurance: Consider adding professional indemnity insurance requirements or references, typical for consulting services.
Statement of Work Template: You’ll need to create a Statement of Work template that works with these T&Cs, specifying: scope, deliverables, timeline, milestones, payment schedule.
Intellectual Property Assignment: Current T&Cs keep IP with OD3X but grant license to Customer. Consider if some clients may require full IP assignment – you may need flexibility here for larger engagements.
Non-Solicitation: Consider adding non-solicitation clause preventing Customer from hiring OD3X’s development partners or staff.
Acceptance Criteria: Consider adding provisions for how Deliverables are accepted/approved by Customer.

Recommendations:

1. Have these T&Cs reviewed by a lawyer familiar with professional services contracts, particularly regarding IP ownership, liability caps, and jurisdiction.
2. Create a Statement of Work template that clearly defines scope, deliverables, acceptance criteria, and payment milestones.
3. Consider creating different T&Cs for different service types (e.g., one for fractional CTO retainers, another for project-based development work).
4. Add provisions for what happens if Customer delays or fails to provide necessary information/access.
5. Consider adding termination fees if Customer terminates during Initial Commitment Period.
6. Clarify whether OD3X is a separate legal entity or a trading name of Okra Datacom Limited.
7. Update website footer from “Okra Datacom” to “OD3X”.