Terms of Service

We provide bespoke digital architecture, web development, and software engineering services.

The specific scope, deliverables, timelines, and fees for any project will be detailed in a separate Statement of Work (SOW) or formal quote agreed upon by both parties.

Any modifications or expansions to the scope of work must be agreed upon in writing and may incur additional fees.

All fees will be invoiced in USD ($) or GBP (£) as agreed in the SOW.

Payments must be made via our approved payment processors (Stripe, Wise, or Revolut Business) by the due date specified on the invoice.

We reserve the right to suspend Services or withhold deliverables if payments are overdue. Late payments may incur interest at a rate of 8% above the Bank of England base rate per annum.

Retention of Rights: All Intellectual Property Rights (IPR) in the code, designs, architectures, and deliverables created by us remain the sole and exclusive property of Omnity Technologies LTD until full and final payment has been received and cleared in our bank account.

Transfer upon Payment: Upon receipt of full payment, we grant and assign to the Client the agreed Intellectual Property Rights for the bespoke deliverables, subject to the terms of the specific SOW.

Background IP: Any pre-existing IP, background code, or proprietary platforms (including but not limited to “Artilect AI”) remain the exclusive property of their respective owners. We grant the Client a non-exclusive, non-transferable license to use such Background IP only to the extent necessary to operate the final deliverable.

Nothing in these Terms limits liability for death or personal injury caused by negligence, or for fraud.

Exclusion of Damages: To the maximum extent permitted by law, Omnity Technologies LTD shall not be liable to the Client for any indirect, consequential, incidental, punitive, or special damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or business interruption, regardless of the legal theory asserted.

Liability Cap: In no event shall the total aggregate liability of Omnity Technologies LTD, its directors, contractors, or agents, arising out of or in connection with the Services exceed the total amount actually paid by the Client to the Company under the specific SOW giving rise to the claim in the twelve (12) months preceding the event.

The Company acts as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the Company and the Client.

We reserve the right to utilize specialized independent contractors (including international contractors) to fulfill our technical obligations, provided they are bound by strict confidentiality and IP assignment agreements.

Client Responsibility:Where the Company implements third-party analytics, marketing pixels, or tracking cookies (e.g., HubSpot, Google Analytics) into the deliverables at the Client's request, the Client acknowledges that they are the sole Data Controller. The Client is strictly responsible for implementing legally compliant Cookie Consent Banners and Privacy Policies on their resulting platforms. The Company accepts no liability for the Client's failure to comply with GDPR, CCPA, or related data privacy laws.

Portfolio Analytics: The Client agrees that Omnity Technologies LTD may embed a privacy-first, zero-cookie analytics tag (e.g., Vercel Web Analytics) within the final deliverable for the sole, internal purpose of monitoring the technical performance and traffic volume of our deployed architectures for our agency portfolio. This data is strictly anonymized and collects no Personally Identifiable Information (PII).

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by and construed in accordance with the laws of England and Wales.

The Client irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or the Services. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Where the Client elects a Managed License arrangement, Omnity Technologies LTD retains ownership of all code, infrastructure, and deployments. The Client is granted a revocable, non-exclusive license to the running system for the duration of the engagement.

The monthly license fee covers hosting, domain management, and technical maintenance as specified in the SOW. The license and all associated services will be suspended following a 14-day grace period after any missed payment.

Upon suspension or termination, the Client's content, brand assets, and data will be made available for export within 48 hours of written request. The Client has no claim to the underlying codebase or infrastructure.

The Client may convert from a Managed License to full ownership at any time by paying the buyout fee specified in the SOW, upon which Clause 3.2 applies.