Terms of Service

1. About Ooplah

These Terms of Service ("Terms") are issued by Ooplah ("Ooplah", "we", "us" or "our"), a business established at:

Contact email: hello@ooplah.net
Legal and compliance: legal@ooplah.net

Regulated by the Gibraltar Regulatory Authority. Full compliance documentation available upon request.

2. Definitions

In these Terms, unless the context requires otherwise:

• "Client" or "you" means the person or organisation using the Website or receiving the Services.
• "Services" means the digital-transformation consulting, advisory, technology, and related professional services provided by Ooplah from time to time, including as described on the Website or set out in an Engagement Document.
• "Engagement Document" means a proposal, statement of work, order form, master services agreement, or other signed written instrument describing a specific engagement between you and Ooplah.
• "Website" means the website available at ooplah.net and any related subdomains operated by Ooplah.
• "Deliverables" means the reports, analyses, specifications, designs, software, configurations, documentation, or other work product Ooplah provides to you under an Engagement Document.
• "Client Materials" means the data, documents, content, systems access, and other materials you provide to Ooplah in connection with the Services.
• "Gibraltar GDPR" means Regulation (EU) 2016/679 as it forms part of the law of Gibraltar by virtue of the Data Protection Act 2004 and subordinate legislation, together with that Act.

3. Acceptance & Contract Formation

By accessing the Website or engaging Ooplah for Services you confirm you have read and agree to be bound by these Terms. If you do not agree, do not use the Website or engage us.

3.1 Capacity

You warrant that you are at least 18 years old and, where you act on behalf of a business, that you have authority to bind that business.

3.2 Relationship with Engagement Documents

A binding contract for specific Services is only formed once Ooplah countersigns an Engagement Document or otherwise confirms acceptance of your order in writing. To the extent of any conflict between these Terms and an Engagement Document, the Engagement Document prevails for that engagement.

3.3 Electronic contracting

You agree that communications and contracts may be concluded by electronic means, consistent with the Electronic Commerce Act 2001 of Gibraltar.

4. Our Services

Ooplah provides professional advisory, strategy, and technology Services including, without limitation:

• Digital strategy, business transformation and change advisory
• Cloud architecture, migration and operating-model advisory
• Data, analytics and algorithmic-transformation consulting
• Security, governance and compliance advisory
• Bespoke research, diagnostics and proof-of-concept work

Services descriptions on the Website are indicative and do not constitute an offer. The precise scope, methodology, acceptance criteria, timeline, assumptions and pricing for any engagement are set out in the relevant Engagement Document.

We may modify, suspend or discontinue any part of the Website or any non-contracted Service at any time without prior notice. Changes to Services under an active Engagement Document will be handled in accordance with the change-control process set out in that document.

5. Use of the Website

5.1 Licence

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for lawful personal or internal business purposes.

5.2 Restrictions

Except to the extent permitted by mandatory law, you must not:

• copy, reproduce, modify, or create derivative works from the Website or its content, other than the temporary local copies required to view it;
• reverse engineer, decompile or disassemble any software made available on the Website, save to the extent such restriction cannot lawfully be excluded;
• remove or obscure any proprietary, copyright, or trade mark notices;
• scrape, harvest, or systematically extract content from the Website without our prior written consent;
• use the Website in a way that breaches any applicable law of Gibraltar or of the jurisdiction from which you access it.

6. Acceptable Use & Client Obligations

You agree not to use the Website or Services to:

• commit, facilitate or encourage any criminal, fraudulent, or tortious act;
• infringe the intellectual property, privacy, or other rights of any third party;
• transmit malware, viruses, or other harmful code;
• interfere with, disrupt, or attempt to gain unauthorised access to the Website, our systems, or those of any third party;
• impersonate any person or misrepresent your affiliation with any person or organisation;
• harass, threaten, or defame any person, or publish material that is hateful, obscene, or otherwise objectionable.

Where Ooplah is delivering Services, you agree to provide, in a timely manner, such cooperation, information, personnel, access, systems permissions and Client Materials as we reasonably need to perform the Services. You are responsible for the accuracy and completeness of Client Materials and for ensuring you are entitled to provide them to us.

7. Fees, Invoicing & Payment

7.1 Fees

Fees for Services are set out in the applicable Engagement Document. Unless stated otherwise, all fees are exclusive of value-added tax, withholding tax, or other taxes, duties, or levies, which are your responsibility (other than taxes on Ooplah's net income).

7.2 Invoicing

Unless an Engagement Document states otherwise, invoices are payable within 30 days of the invoice date in the currency specified on the invoice, without set-off or deduction.

7.3 Late payment

Overdue sums bear interest at 4% per annum above the Bank of England base rate, calculated daily from the due date until payment in full, together with reasonable recovery costs. This clause is without prejudice to any other remedy we may have.

7.4 Expenses

Reasonable, pre-approved travel and subsistence expenses incurred in delivering the Services are payable by you at cost, supported by receipts.

7.5 No refunds for professional services

Unless an Engagement Document provides otherwise, fees for Services already performed are non-refundable. Consumer rights that cannot lawfully be excluded are not affected.

8. Intellectual Property

8.1 Our IP

The Website and all content, branding, logos, software, methodologies, frameworks, templates, and know-how developed or owned by Ooplah, and all intellectual property rights in them, are and remain the exclusive property of Ooplah or its licensors.

8.2 Client Materials

You retain ownership of all Client Materials. You grant Ooplah a non-exclusive, royalty-free, worldwide licence to use Client Materials solely for the purpose of providing the Services.

8.3 Deliverables

Unless the relevant Engagement Document provides otherwise, on full payment of all fees due in respect of the relevant Deliverables, Ooplah grants you a non-exclusive, perpetual, worldwide, royalty-free licence to use those Deliverables for your internal business purposes. Ooplah retains ownership of any Ooplah pre-existing materials, methodologies, frameworks, and generic improvements embedded in the Deliverables.

8.4 Feedback

If you provide feedback or suggestions about the Website or Services, you grant Ooplah a perpetual, irrevocable, royalty-free licence to use that feedback without restriction or obligation.

9. Confidentiality

Each party agrees to treat as confidential any non-public information disclosed by the other party in connection with the Services that is identified as confidential or that a reasonable person would regard as confidential ("Confidential Information"). Confidential Information may be used only for the purpose of performing obligations or exercising rights under these Terms or the relevant Engagement Document.

These obligations do not apply to information that: (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party without restriction before disclosure; (c) is lawfully obtained from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order (and then only to the extent required and, where lawful, with prompt notice to the other party).

10. Data Protection

Where Ooplah processes personal data on your behalf in connection with the Services, each party will comply with its obligations under the Gibraltar GDPR and the Data Protection Act 2004. The roles of the parties and any international transfers will be specified in the relevant Engagement Document or a separate data processing addendum.

Our handling of personal data collected through the Website is described in our Privacy Policy, which forms part of these Terms.

11. Warranties

11.1 Mutual warranties

Each party warrants that it has full capacity and authority to enter into and perform its obligations under these Terms and any related Engagement Document.

11.2 Services warranty

Ooplah warrants that the Services will be performed with reasonable care and skill by suitably qualified personnel, in accordance with good industry practice. Where Deliverables fail to conform materially to the specification in the relevant Engagement Document, your sole and exclusive remedy (other than any non-excludable statutory remedy) is for Ooplah to re-perform the defective Services within a reasonable period, provided you notify us in writing within 30 days of delivery.

11.3 Website "as is"

The Website and any free tools, content, or information made available on it are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, all other warranties, conditions, and representations (whether express or implied, statutory or otherwise), including any implied warranties of satisfactory quality, fitness for a particular purpose, title, or non-infringement, are excluded.

11.4 Your statutory rights

Nothing in these Terms limits or excludes your rights as a consumer under the Fair Trading Act 2015 or other Gibraltar consumer-protection legislation where they apply to you and cannot lawfully be excluded.

12. Limitation of Liability

12.1 Excluded losses

Subject to clause 12 above, neither party is liable to the other for any: (a) loss of profit, revenue, anticipated savings, or goodwill; (b) loss or corruption of data; (c) loss of use or business interruption; or (d) indirect, consequential, special, or punitive loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

12.2 Cap on liability

Subject to clause 12 above, each party's aggregate liability arising out of or in connection with an Engagement Document, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total fees paid or payable by you to Ooplah under that Engagement Document in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Website-only users

Where you use only the Website without entering into an Engagement Document, Ooplah's aggregate liability to you in connection with the Website is limited to GBP 100, subject to any higher non-excludable statutory minimum.

13. Indemnity

You will indemnify Ooplah and its personnel against all reasonable losses, damages, costs, and expenses (including reasonable legal fees) arising out of any third-party claim resulting from: (a) your use of the Website or Services in breach of these Terms; (b) your violation of applicable law; or (c) any Client Materials infringing the intellectual property or other rights of a third party. Ooplah will notify you of any such claim promptly and permit you to control its defence and settlement, provided no settlement imposes any liability or admission on Ooplah without its prior written consent.

14. Term & Termination

14.1 Term

These Terms apply from the moment you first access the Website and continue until terminated in accordance with this section. Engagement-specific terms run for the period set out in the relevant Engagement Document.

14.2 Termination for convenience

You may stop using the Website at any time. Termination rights for Services are as set out in the relevant Engagement Document.

14.3 Termination for cause

Either party may terminate an Engagement Document immediately by written notice if the other party: (a) commits a material breach which is not capable of remedy or which is not remedied within 30 days of written notice; (b) becomes insolvent, enters administration, or has a receiver or liquidator appointed; or (c) ceases, or threatens to cease, to carry on business.

14.4 Consequences

On termination: (a) you must cease using the Website and any Deliverables licensed only under the terminated engagement; (b) each party must return or securely destroy the other's Confidential Information on request; and (c) clauses intended to survive termination (including 8, 9, 10, 12, 13, 19 and 20) continue in force.

15. Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than obligations to pay undisputed sums) to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, failure of power or telecommunications, and denial-of-service attacks. The affected party must notify the other promptly and use reasonable efforts to mitigate.

16. Third-Party Rights

A person who is not a party to these Terms has no right to enforce any of them.

17. Notices

Legal notices to Ooplah must be sent by email to legal@ooplah.net and, if a hard copy is required, by post to the registered address in clause 1. Notices to you will be sent to the email or postal address you have provided to us. Email notices are deemed received on the next working day after sending.

18. General

18.1 Entire agreement

These Terms, together with any applicable Engagement Document and the Privacy Policy, constitute the entire agreement between you and Ooplah and supersede all prior agreements and understandings on the same subject matter. Neither party relies on any representation not set out in these Terms (save in respect of fraud).

18.2 Severability

If any provision is held to be unenforceable, the remaining provisions continue in full force, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.

18.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Ooplah may assign these Terms to an affiliate or in connection with a sale of its business or assets.

18.4 Waiver

A failure or delay in enforcing any right under these Terms is not a waiver of that right.

18.5 Relationship

Nothing in these Terms creates a partnership, joint venture, or employment relationship between the parties.

19. Dispute Resolution

The parties will first attempt in good faith to resolve any dispute arising out of or in connection with these Terms by negotiation between authorised representatives. If a dispute is not resolved within 30 days of written notice of the dispute, either party may refer the dispute to mediation under the procedures of the Gibraltar Mediation Centre or any other mediator mutually agreed in writing. Mediation is non-binding and without prejudice to either party's right to commence court proceedings.

20. Governing Law & Jurisdiction

These Terms, any Engagement Document, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of Gibraltar. The Supreme Court of Gibraltar has exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms, save that Ooplah may bring proceedings to protect its intellectual property rights or enforce payment in any court of competent jurisdiction.

Nothing in this section deprives a consumer of the protection of any mandatory rules of the jurisdiction in which they are habitually resident.

21. Changes to These Terms

We may update these Terms from time to time. The current version will always be posted on this page with an updated effective date. Material changes will be notified by a prominent notice on the Website or, where we hold your email address, by email. Continued use of the Website or Services after the effective date constitutes acceptance of the revised Terms. If you do not accept the changes, your sole remedy is to stop using the Website and, subject to the relevant Engagement Document, terminate your engagement with us.

22. Contact

For questions about these Terms, please contact us: