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02. SERVICES TO BE PROVIDED BY ONE STRATEGY STUDIO
04. CLIENT WARRANTIES AND UNDERTAKINGS
06: USE OF ARTIFICIAL INTELLIGENCE (AI) TOOLS
07. INTELLECTUAL PROPERTY RIGHTS
10. INDEMNITY AND LIMITATION OF LIABILITY
These Terms and Conditions (“Terms”) apply to all Services provided by One Strategy Studio Ltd, a limited company registered in England under company number 15254635, whose registered address is Willoughbys Lodge, Wren's Hill, Oxshott, Surrey KT22 0HN, United Kingdom (“ONE”, “ONE Strategy Studio”, “we”, “us” or “our”) to the Client named in, or if none is named, then who is the recipient (“Client”, “you” or “your”) of our proposal or statement of work (“Statement of Work”). These Terms and Conditions also apply to any other Work or Services otherwise agreed in writing. None of The Client’s Terms and Conditions will apply to any of the Services and your confirmation that you would like us to proceed with the Work or Services constitutes acceptance of both these Terms and Conditions and our Statement of Work (“Agreement”).
ONE shall provide to the Client the Services described in the Statement of Work (the “Services”) subject to the Agreement and the payment by The Client of our charges.
The Client acknowledges that ONE uses artificial intelligence, machine learning and natural language processing tools in order to deliver the Services (as detailed in Clause 6).
The Client shall provide to ONE promptly upon request, all information and materials which is anticipated to be required by ONE in order to be able to provide the Services under the Agreement.
The Client shall comply with all applicable laws (including, without limitation, all data protection laws).
The Client warrants to ONE that it either owns or has the legal right to use for the relevant purpose (and, if required by ONE, sub-licence to ONE), the Intellectual Property Rights (as defined below) in all materials or information which it provides to ONE in connection with the provision of the Services.
The Client warrants to ONE that all information provided by it (or its employees, directors, agents, advisors and/or sub-contractors) to ONE in connection with the Agreement will be accurate in all material respects.
The Client warrants to ONE that it has the legal ability to enter into this Agreement and perform its obligations under it.
In consideration of ONE providing the Services the Client shall pay ONE the fees and charges specified in the Statement of Work (the “Fees and Charges”) plus (if not already added) an amount representing VAT.
Unless otherwise specified in the Statement of Work, the Fees and Charges shall be invoiced on or at any time after delivery of the first round of the Deliverables. The Client shall pay all amounts due to ONE to the bank account specified in the relevant invoice (or such other bank account as ONE notifies the Client in writing). The Client must pay our invoice within 30 days of the date of the invoice unless otherwise agreed in writing.
Without prejudice to any other right or remedy that it may have, if the Client fails to pay any amount due to ONE by the due date, ONE may charge interest on such sum from the due date for payment at a yearly rate of 3% above the base rate for the time being of Barclays Bank PLC which shall accrue on a daily basis from the due date until payment is made.
In addition to the payment of the Fees and Charges, the Client shall reimburse ONE for all reasonable expenses incurred by ONE or its employees, officers, consultants, advisors, and other personnel in connection with the provision of the Services (such expenses to include, without limitation, travel, currency exchange, accommodation, and subsistence expenses) (the “Expenses”).
The Client acknowledges that ONE uses artificial intelligence (AI), machine learning and natural language processing tools in order to deliver the Services and that the text of all information or sources provided by The Client will be subject to such processing. ONE does this through enterprise accounts or closed systems with contractual and technical safeguards in place. These safeguards are intended to ensure that any data, including confidential or proprietary information, is not used to train AI models or otherwise disclosed to third parties except as required to provide the Services or comply with applicable laws. ONE is committed to ensuring that all outputs generated by AI tools are reviewed and moderated by qualified human personnel before being incorporated into any deliverables or shared with The Client.
ONE has implemented appropriate measures to safeguard the confidentiality and integrity of all Client information, in accordance with applicable data protection laws and professional obligations.
The Client acknowledges and agrees to the use of AI tools as described in this clause and consents to their application in the provision of the Services, subject to the safeguards and limitations outlined above.
”Intellectual Property Rights” or “IPR” means copyright, rights related to copyright such as moral rights, patents, rights in inventions, rights to use and protect the confidentiality of confidential information (including, but not limited to know-how and trade secrets), trademarks, geographical indications, service marks, trade names, design rights, rights in get-up and trade dress, database rights, databases, data exclusivity rights, domain names, business names, rights in computer software, the right to sue for infringement, unfair competition and passing off, all similar rights of whatever nature wherever in the world arising.
No Assignment
Except as expressly stated in the Statement of Work, each party will retain all right, title and interest in and to its pre-existing IPR and any IPR developed or acquired outside of the Statement of Work (“Background IPR“). The Statement of Work does not convey any licence rights, either express or implied, to any IPR unless expressly stated in the Statement of Work. The Client retains Intellectual Property Rights in, and ownership of all materials, plans, drawings, tools, data, any specification, patterns or designs provided by The Client to ONE, and they will all be returned at any time in good condition to the Client at the Client’s request or upon termination of the Statement of Work.
Arising IPR
For the purpose of this clause, “Arising IPR” means IPR in and to the Deliverables and all other IPR created under the Statement of Work or in connection with the Services but excluding any Background IPR.
ONE Strategy Studio Licence.
ONE Strategy Studio hereby grants the Client and its Affiliates a worldwide, non-exclusive, sub-licensable, transferable, perpetual, irrevocable, fully paid-up, royalty-free licence to its IPR to the extent necessary for the Client to use, modify, develop, distribute or otherwise exploit the Deliverables and receive the Services. If ONE Strategy Studio uses any third party IPR in any Deliverables or which is required for The Client to use, modify, develop, distribute or exploit the Deliverables, then ONE Strategy Studio will obtain The Client’s prior written consent before using such third party IPR and will also obtain (at no additional cost to The Client) all necessary rights in the third party IPR to make the equivalent licence provided in this clause.
The Client Licence
The Client hereby grants ONE Strategy Studio a non-exclusive, non-transferable, revocable, fully paid-up, royalty free licence to The Client’s IPR (excluding any trade marks) to use, copy and modify such materials as are made available by The Client pursuant to the Statement of Work to the extent necessary for ONE Strategy Studio to provide the Services and so far as it is free and able to do so. ONE Strategy Studio has no right to sublicense the same, except as necessary to any approved subcontractor and no right to reverse engineer, decompile or disassemble such The Client materials, except as expressly permitted by The Client.
Transfer of Deliverables
ONE will promptly deliver up and transfer to The Client the Deliverables and any inventions, works of authorship (including software), improvements, developments or discoveries conceived, authored, made or reduced to practice by or on behalf of ONE, either solely or in collaboration with others, in respect of the Deliverables and if requested ONE will disclose in writing to The Client relevant and reasonable know-how and technical information to enable The Client to receive the full benefit of the Deliverables.
Assignment of IPR
The parties intend that all Arising IPR will belong to The Client. To the extent that Arising IPR is capable of prospective assignment, ONE hereby assigns to The Client free from third party claims absolutely with full title guarantee, all right, title, and interest in and to any and all Arising IPR subject only to any third party IPR where
The Client has provided its prior written consent (above) together with:
The Client will be responsible for all patent filing, prosecution, maintenance, enforcement, and defence of Arising IPR. To the extent any Arising IPR cannot be assigned prospectively, ONE will assign such Arising IPR to The Client as and when created. The assignment of IPR under this clause will take effect on the date of the Statement of Work in respect of Arising IPR in existence, or as a present assignment of future rights that will take effect immediately on the coming into existence of the Arising IPR, as appropriate.
Both parties shall comply with their respective obligations with respective to the collection, process, and storage of personal data in accordance with the provisions of current Data Protection Legislation.
For complete details of ONE’s collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), please refer to ONE’s Privacy Policy.
Other than providing ONE with contact details for The Client’s staff who are engaged in the receipt of the Services and Deliverables, ONE does not expect to receive any personal data from The Client or to process personal data on The Client’s behalf or to include personal data in any of ONE’s deliverables. If we agree otherwise in writing then additional applicable terms will be set out in the relevant Statement of Work.
For the purposes of this section, “UK Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended.
The Client and ONE Strategy Studio shall each keep in strict confidence all confidential information of the other (which will include, without limitation, material and/or information which relates to the business affairs, products, services, marketing strategy, developments, trade secrets and information of commercial value, know-how, personnel, customers, clients, and suppliers) subject as mentioned below.
Either Party may disclose the following: (i) confidential information of the other Party to its employees, officers, representatives, advisers, agents or sub-contractors who need to know such information for the purposes of carrying out its obligations under the Agreement; (ii) information which becomes public other than by reason of a breach of the obligation of confidentiality above; (iii) information to the extent required by applicable law, court order or any governmental or regulatory authority; and (iv) confidential information of the other Party to its professional advisers who need to know such information for the purposes of carrying out their obligations to the disclosing Party.
Each Party shall ensure that its employees, officers, representatives, advisers, agents, or sub-contractors to whom it discloses information comply with the confidentiality obligations above and take all such steps as shall from time to time be necessary to ensure compliance by its employees, officers, representatives, advisers, agents, or sub-contractors with these obligations of confidentiality.
The confidentiality provisions above shall survive the termination of this Agreement for any reason.
The Client will be liable for and will indemnify ONE Strategy Studio for and in respect of all and any losses, claims, demands, damages or expenses which ONE may suffer due to or arising directly or indirectly as a result of any of: (i) the proper performance by ONE of its obligations under the Agreement; (ii) any change requested by the Client (and agreed to by ONE) to any matters set out in the Statement of Work (including, without limitation, the times or dates of the delivery of the Services); or (iii) the negligence, act or omission, breach of contract, breach of duty, insolvency, recklessness, bad faith, wilful default or fraud of the Client, its employees, subcontractors or agents or any of them. This paragraph shall survive the termination of this Agreement for any reason.
Subject as otherwise mentioned below, the liability of ONE in contract, tort (including negligence or breach of statutory duty), or otherwise arising in connection with the Agreement will be limited to the total price paid by the Client for the Services. ONE shall not be liable for any loss or profits, loss of sales, loss of revenue, loss of any software or data, loss of use of hardware, software or data, loss or waste of management or staff time, or any indirect, consequential or special loss.
Notwithstanding any other provision contained in the Agreement, neither Party excludes or restricts its liability: (i) for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors; (ii) for fraud or fraudulent misrepresentation; or (iii) to the extent it is otherwise prohibited by law from excluding or restricting liability.
ONE shall not be liable for any failure to comply with its obligations under this Agreement to the extent that compliance is restricted impeded or prevented by circumstances beyond its reasonable control. Such circumstances shall include but shall not be limited to acts of God, war, government regulations or intervention, disaster, epidemic, pandemic, fire, flood, strikes, labour dispute, accident, riot, civil disorder, or terrorist act directly affecting the ability of either Party to perform their obligations under this Agreement. If such circumstances arise and cause a delay or failure in the performance by ONE of its obligations under the Agreement, ONE shall notify the Client of that fact. If the circumstances continue for a continuous period of more than three months, ONE may terminate this Agreement without liability to The Client. If this Agreement is terminated pursuant to this clause, the Client shall only be liable to pay that proportion of the total amount which would have been payable under this Agreement (absent a termination) which is equal to the proportion of the obligations actually fulfilled by ONE in accordance with the Terms and Conditions of this Agreement up to the date of termination as confirmed by ONE (such amount being the “Proportionate Amount”). In the event that the Client has paid more than such Proportionate Amount to ONE before the termination, ONE shall refund the excess to the Client as soon as reasonably practicable.
ONE may sub-contract performance of its obligations under the Agreement (or part thereof) to any other person, firm, corporation, or organisation.
ONE may terminate the Agreement without cause by written notice to the Client of not less than one month. If ONE terminates pursuant to this paragraph the Client shall be entitled to request either (and ONE shall be obliged to comply with the Client’s request): (i) a refund of any amounts of Fees and Charges already received by ONE from the Client with respect to work not completed as at the termination date set out in the notice of termination; or (ii) the entry into of a new agreement for the provision of the Services with such changes as ONE may reasonably require.
The Client may terminate the Agreement without cause by written notice to ONE of not less than one month. If the Client terminates the Agreement pursuant to this paragraph, it shall be liable to pay to ONE that amount of the Fees and Charges which ONE estimates (in its sole discretion, but acting reasonably) to represent the amount of work carried out by ONE up to the date of termination (together with any related costs or expenses that have been incurred by ONE prior to the date of termination or that ONE will need to incur after termination in relation to the Services which were agreed to be provided (for example, but without limitation, consultancy fees)).
In addition to the other rights of termination set out in the Agreement, either Party may terminate the Agreement immediately by notice in writing to the other Party if:
Termination or expiry of the Agreement shall not affect any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiry, including payment rights/obligations and/or the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
Each Party agrees that it shall not make any claim, in relation to this Agreement, against any director, agent or employee of the other Party.
This Agreement may be entered in any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed and delivered shall be an original.
These Terms and Conditions (and the Statement of Work) may be translated into any language other than English, and the Client may sign any such translated version to evidence its agreement to enter into the Agreement. However, in the event of any inconsistency between the English version (which ONE will always sign) and any translated version, the English version takes precedence.
This Agreement shall be governed by the laws of England. The Courts of England shall have full jurisdiction to resolve any disputes or claims arising under this Agreement (including any non-contractual disputes or claims).