Terms of Service

1. Acceptance of Terms

By accessing or using our Services, you represent that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms. These Terms apply to both our website and any consulting or development services provided by Omniflo Limited (company number to be confirmed, registered in England and Wales).

2. Definitions

In these Terms:

• "Services" means the AI consulting, development, integration, and related services provided by Omniflo
• "Client" means the individual or organization engaging Omniflo for Services
• "Deliverables" means the work products, materials, or outputs specified in a Service Agreement
• "Service Agreement" means any statement of work, project agreement, or proposal agreed between Omniflo and the Client
• "Confidential Information" means non-public information disclosed by either party
• "Fees" means the charges for Services as specified in the Service Agreement

3. Use of Services

Omniflo provides AI consulting and development services. You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws or regulations
• Infringe on the intellectual property rights of others
• Transmit any harmful or malicious code
• Attempt to gain unauthorized access to our systems
• Use our Services to harass, abuse, or harm others
• Engage in any fraudulent or deceptive practices

4. Service Delivery & Project Scope

Services are provided pursuant to a Service Agreement that will specify:

• Project scope and objectives
• Deliverables and acceptance criteria
• Timelines and milestones
• Fees and payment terms
• Any specific terms applicable to the project

Omniflo will use commercially reasonable efforts to meet agreed timelines. However, timelines are estimates and may be adjusted by mutual agreement. Client cooperation, including timely provision of information and feedback, is essential for project success.

5. Payment Terms

Unless otherwise specified in a Service Agreement:

• Invoices are payable within 30 days of invoice date
• A deposit may be required before work commences
• Fees are exclusive of VAT and any applicable taxes
• Late payments may incur interest at 8% above the Bank of England base rate
• Omniflo reserves the right to suspend Services for non-payment

Refunds and Cancellations: Refunds may be available in accordance with the Service Agreement. Cancellation terms will be specified in each project agreement. Unless otherwise agreed, deposits are non-refundable, and Clients remain liable for work completed prior to cancellation.

Expenses: Client will reimburse reasonable pre-approved expenses incurred in delivering Services.

6. Intellectual Property

Website and Materials: All content, features, and functionality of our website and marketing materials, including but not limited to text, graphics, logos, and software, are owned by Omniflo or its licensors and are protected by copyright, trademark, and other intellectual property laws.

Deliverables: Unless otherwise specified in the Service Agreement, upon full payment of Fees, Client will own the final custom Deliverables created specifically for Client. Omniflo retains ownership of:

• Pre-existing intellectual property and tools
• Methodologies, frameworks, and processes
• Reusable code libraries and components
• Any improvements or derivatives of Omniflo's pre-existing IP

Omniflo grants Client a non-exclusive license to use any Omniflo IP incorporated into Deliverables as necessary for Client's intended use of the Deliverables.

7. Data Protection & Privacy

Omniflo processes personal data in accordance with UK GDPR and the Data Protection Act 2018. Please see our Privacy Policy for details on how we collect and use personal information.

Where Omniflo processes personal data on behalf of a Client as a data processor, the parties will enter into a separate Data Processing Agreement (DPA) that complies with UK GDPR requirements. The DPA will govern the processing of personal data and include appropriate technical and organizational security measures.

Client warrants that it has all necessary consents and legal bases to provide any personal data to Omniflo for processing as part of the Services.

8. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information disclosed by the other party and to use it only for purposes of performing under these Terms. This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was lawfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

The confidentiality obligation survives termination of these Terms for a period of three (3) years.

9. Limitation of Liability

To the maximum extent permitted by law, Omniflo shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

• Your use or inability to use our Services
• Any unauthorized access to or use of our servers
• Any interruption or cessation of transmission to or from our Services
• Any bugs, viruses, or other harmful code transmitted through our Services
• Any errors or omissions in any content

10. Disclaimer of Warranties

Our Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our Services will be uninterrupted, secure, or error-free.

11. Indemnification

You agree to indemnify, defend, and hold harmless Omniflo and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your access to or use of our Services or your violation of these Terms.

12. Termination

We reserve the right to terminate or suspend your access to our Services at any time, without prior notice, for any reason, including if we believe you have violated these Terms. Upon termination, your right to use our Services will immediately cease.

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions. Any disputes arising from these Terms or your use of our Services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on this page and updating the "Last Updated" date. Your continued use of our Services after any changes indicates your acceptance of the updated Terms.

15. Contact Us

If you have any questions about these Terms, please contact us at: