These Terms and Conditions ("Terms") govern the provision of services by OpenDror Limited, a company registered in England and Wales ("OpenDror", "we", "us"), to the entity or individual identified in the Order ("Client", "you").

 

By accepting a Proposal, Quote, or Order (as defined below), you agree to be bound by these Terms.

 

1. DEFINITIONS

 

1. In these Terms, the following definitions apply:

 

"Confidential Information" means all information disclosed by one party to the other, whether before or after the date of the Order, that is marked as confidential or would reasonably be considered confidential.

 

"Deliverables" means the specific documents, software, reports, designs, or materials to be provided by OpenDror as set out in the Order.

 

"Intellectual Property Rights" means copyright, trademarks, trade names, design rights, patents, and all other intellectual property rights, whether registered or unregistered.

 

"Order" means the written proposal, quote, statement of work, or online order form describing the Services and Fees, agreed to by the Client.

 

"Services" means the professional services, consultancy, or other deliverables to be provided by OpenDror as described in the Order.

 

2. ENGAGEMENT & SERVICES

 

2.1 Application. These Terms apply to all Services provided by OpenDror to the exclusion of any other terms that the Client seeks to impose or incorporate.

 

2.2 Scope of Services. We will provide the Services specified in the Order with reasonable skill, care, and professionalism.

 

2.3 Timelines. Any dates quoted for delivery of the Services are estimates only unless expressly stated as fixed in the Order. Time shall not be of the essence unless agreed in writing.

 

 

3. CLIENT OBLIGATIONS

3.1 Cooperation. To enable OpenDror to perform the Services, you must:

Provide, in a timely manner, such information, access, materials, and approvals as we may reasonably require;

 

Ensure that all information provided is complete and accurate;

 

Obtain and maintain all necessary licenses, permissions, and consents for any materials or data you provide to us. 3.2 Compliance. You are responsible for ensuring the final output of the Services complies with applicable laws and regulations (e.g., advertising standards, industry specific regulations). 3.3 Delays. We shall not be liable for any delay or failure to perform the Services caused by your failure to provide timely instructions, information, or approvals.

 

4. FEES & PAYMENT

 

4.1 Fees. The Fees for the Services shall be as set out in the Order.

 

4.2 VAT. Unless otherwise stated, all Fees are exclusive of VAT, which will be added to the invoice at the applicable rate.

 

4.3 Payment Terms. Invoices are payable within 14 days of the date of the invoice.

 

4.4 Suspension. We reserve the right to pause work or withhold Deliverables if any payment is overdue.

 

4.5 Late Payment. If you fail to make any payment by the due date, we may charge interest on the overdue sum at a rate of 4% per annum above the Bank of England's base rate, accruing daily.

 

5. CANCELLATION & TERMINATION

 

5.1 Cancellation by Client. If you cancel the Services after the Order has been accepted but before completion, fees for work already completed (including partially completed tasks) remain immediately payable.

 

5.2 Termination for Breach. Either party may terminate the Contract immediately by written notice if the other party commits a material breach of any term and fails to remedy that breach within 14 days of being notified in writing to do so.

 

5.3 Insolvency. We may terminate the Contract immediately if you take any step or action in connection with entering administration, liquidation, or bankruptcy.

 

6. INTELLECTUAL PROPERTY

 

6.1 Assignment. Upon full payment of the Fees, OpenDror assigns to you all copyright and other Intellectual Property Rights in the final Deliverables created specifically for your project.

 

6.2 Client Materials. You retain ownership of all materials you provide to us. You grant us a license to use such materials solely for the purpose of providing the Services.

 

6.3 Background IP. OpenDror retains ownership of its pre-existing materials, methodologies, tools, and code libraries ("Background IP") which may be incorporated into the Deliverables. We grant you a perpetual, non-exclusive, non-transferable license to use such Background IP strictly as part of the Deliverables.

 

6.4 Portfolio Rights. Unless you object in writing, we may use non-confidential excerpts of the completed work for our portfolio and marketing purposes.

 

7. LIABILITY AND INDEMNITY

 

7.1 Limitation of Liability. Nothing in these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence or fraud.

 

7.2 Excluded Losses. Subject to clause 7.1, OpenDror shall not be liable to the Client for:

 

Indirect or consequential losses;

 

Loss of profit, business, or revenue;

 

Loss of anticipated savings or goodwill;

 

Decisions taken by you based on our work or advice.

 

7.3 Cap on Liability. Our total aggregate liability to you arising under or in connection with the Contract shall be limited to one hundred and twenty percent (120%) of Fees paid by you under the applicable Order in the last twelve (12) months.

 

7.4 Indemnity. You agree to indemnify OpenDror against all costs, expenses, damages, and losses arising out of any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising from our use of materials provided by you.

 

8. CONFIDENTIALITY

 

8.1 Obligations. Each party undertakes that it shall strictly maintain the confidentiality of the other party's Confidential Information and shall not disclose it to any person except as permitted by clause 8.2.

 

8.2 Authorised Disclosure. Each party may disclose the other party's Confidential Information:

 

To its employees, officers, or advisers who need to know such information for the purposes of carrying out obligations under this Contract;

 

As required by law, court order, or any governmental authority.

 

9. DATA PROTECTION

9.1 Both parties agree to comply with all applicable requirements of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. 9.2 Where OpenDror processes personal data on your behalf, we will do so only on your written instructions and in accordance with applicable privacy laws and in accordance with our privacy policy

 

10. EVENTS & RESCHEDULING

10.1 Changes to Events. Where the Services include live events, workshops, or training sessions, OpenDror reserves the right to:

 

10.1.1  Alter the timetable, location, or format of the event (including converting a physical event to an online format) if reasonably necessary;

 

10.1.2  Substitute speakers, trainers, or presenters with alternatives of equivalent calibre.

 

10.2 Rescheduling. If OpenDror is forced to reschedule an event due to circumstances beyond our control (e.g., speaker illness, venue unavailability, or force majeure), your booking will automatically be transferred to the new date. If you cannot attend the new date, you may transfer your booking to a substitute delegate at no extra cost.

 

10.3 Cancellation by OpenDror. If we cancel an event entirely and do not reschedule it, our total liability to you is limited to a full refund of the Fees paid for that specific event. We shall not be liable for any travel, accommodation, or other costs incurred by you.

 

10. GENERAL

 

10.1 Force Majeure. We shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations if such delay or failure results from events beyond our reasonable control.

 

10.2 Third Parties. No third party has any rights to enforce this contract.

 

10.3 Entire Agreement. These Terms and the Order constitute the entire agreement between the parties and supersede all prior agreements or understandings.

 

10.4 Governing Law. This Contract is governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.

 

11.5 Variation of Terms. We reserve the right to update or amend these Terms from time to time. The Terms in force at the time you place an Order will apply to that Order. For ongoing Services (retained work), we will provide you with reasonable written notice of any material changes to these Terms.