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OA&R Terms & Conditions of Sale
1. Scope of Services
OA&R provides professional advisory services as outlined in a mutually agreed Fee Proposal. Any changes to the scope, timeframe, or fees must be agreed upon in writing.
2. Professional Standards & Liability
OA&R will perform the services with reasonable skill and care.
Subject to the exclusions set out below, OA&R’s total aggregate liability arising out of or in connection with the engagement (whether in contract, tort or otherwise) shall be limited to the total fees paid under the appointment.
OA&R shall not be liable for any indirect, consequential or special losses, loss of profit, loss of business, or loss of opportunity.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under English law.
Neither party shall be liable for failure or delay caused by events beyond its reasonable control.
3. Fees & Payment Terms
Fees are payable as per the Fee Proposal or monthly invoicing. Payment is due within 30 days of invoice. Late payments may incur interest under the Late Payment of Commercial Debts Act 1998.
4. Intellectual Property & Licensing
Clients are granted a non-exclusive, royalty-free licence to use OA&R’s deliverables for the intended purpose. OA&R may revoke this licence if payments are overdue.
All intellectual property rights in OA&R’s methodologies, templates, know‑how and pre‑existing materials shall remain the property of OA&R.
No assignment or transfer of intellectual property rights occurs under this agreement.
5. Confidentiality
Both parties agree to maintain confidentiality of shared information, except where disclosure is required by law or necessary for service delivery. These confidentiality obligations shall survive termination.
6. Data Protection
Both OA&R and the Client act as independent data controllers. Each party is responsible for complying with UK GDPR and ensuring lawful handling of personal data.
Each party shall implement appropriate technical and organisational measures to protect personal data and shall cooperate with the other in responding to data subject requests and regulatory enquiries where relevant to the services
7. Suspension & Termination
Either party may suspend or terminate the agreement for non-payment, material breach or as otherwise agreed in writing. The Client may terminate with 30 days’ notice.
Upon termination, unpaid fees become immediately due and payable.
Clauses relating to confidentiality, liability, intellectual property, and governing law shall survive termination.
8. Third Parties & Reliance
No third-party rights, collateral warranties, or letters of reliance are provided. OA&R’s documents are not to be used for purposes beyond their original intent. OA&R owes no duty of care to any third party in relation to the services or deliverables
9. Dispute Resolution
Disputes shall first be referred to mediation. If unresolved, either party may commence proceedings in accordance with clause 10.
10. Entire Agreement
These terms provide a high‑level framework only. The parties’ agreement for services shall be governed by the relevant Fee Proposal and any subsequent written terms agreed between the parties, which shall prevail in the event of any inconsistency.
11. Governing Law & Jurisdiction
These terms are governed by English law, and any disputes will be subject to the exclusive jurisdiction of the English courts