Oxlly Ltd Terms & Conditions

These Terms & Conditions (“Terms”) set out the basis on which Oxlly Ltd., also known as Oxlly (company number 11530780, registered office: Europa House, 20 Esplanade, Scarborough, England, YO11 2AQ) provides services to clients. Together with any signed Statement of Work (“SOW”), these Terms form the Agreement between Oxlly (“we”, “us”, “our”) and the client (“you”, “your”). By signing the SOW, you agree to these Terms.

1. Our Services

1.1 Oxlly provides business operations support, including (but not limited to): administrative services, customer service, event management, financial management, marketing support, and project management.

1.2 The specific services to be provided in each engagement will be set out in the relevant SOW.

1.3 Any materials or advertising provided by us, and any descriptions of services or illustrations contained on our website or marketing material are supplied or published for the sole purpose of giving an approximate idea of the services we offer. They shall not form part of these Terms or have any contractual force.

2. Term and Statements of Work

2.1 These Terms apply to all services provided by Oxlly unless specifically replaced or amended in writing.

2.2 Each SOW is a separate contract incorporating these Terms. If there is any conflict, the SOW takes priority.

2.3 We reserve the right to vary these Terms at any time and upon notice to you.

3. Our Responsibilities

3.1 We will:

  • provide the services using reasonable skill and care;

  • work during our standard business hours of Monday to Friday, 9:00–17:00 UK time (excluding UK public holidays), unless otherwise agreed;

  • provide updates and communications as specified in the SOW.

3.2 Work outside our standard hours is subject to enhanced rates, which will be set out in the SOW or agreed in writing.

4. Your Responsibilities

4.1 You agree to:

  • ensure the brief you provide regarding the requested services is complete and accurate;

  • provide timely access to information, systems, or personnel needed for us to do the work;

  • ensure that any information you give us is accurate and lawful to share;

  • comply with any licensing, legal, or regulatory requirements relevant to the services.

4.2 We are not responsible for delays caused by your failure to meet these responsibilities.

5. Fees and Payment

5.1 Our fees will be set out in the SOW or proposal.

5.2 Unless otherwise specified:

  • Retainer or monthly services are invoiced monthly in arrears.

  • Projects are invoiced 25% upfront and the remaining 75% upon completion.

  • Additional reasonable expenses, such as travel or specialised non-standard supplies, will be invoiced at cost.

5.3 Payment is due within 14 days of the invoice date unless stated otherwise.

5.4 Payments may be made by bank transfer or Stripe.

5.5 If payment is late, we may:

  • suspend services;

  • charge statutory interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

  • recover any debt recovery costs.

6. Changes and Additional Work

6.1 If you request work outside the agreed scope, we will provide a revised estimate or SOW before proceeding.

6.2 We are not obligated to perform additional work until agreed in writing.

7. Intellectual Property

7.1 All intellectual property created by us during the engagement remains our property until all fees are paid in full.

7.2 Upon full payment, we grant you ownership of the final deliverables. However, we may retain copies for portfolio, administrative, and legal purposes.

7.3 Our pre-existing tools, templates, and materials remain our property, but you receive a licence to use them as part of the deliverables.

8. Confidentiality

8.1 Both parties agree to keep all confidential information private unless required by law or explicitly permitted in writing.

9. Data Protection

9.1 Oxlly may act as either a Data Controller or Data Processor, depending on the services performed.

9.2 Where we act as a Processor:

  • we will process personal data only on your documented instructions;

  • we will apply appropriate technical and organisational security measures;

  • we will assist with data subject rights and compliance where required.

9.3 Further information is in our Privacy Policy.

10. Subcontracting and Personnel

10.1 We may use employees or subcontractors to deliver the services. We remain responsible for their performance.

11. Limitations of Liability

11.1 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or anything else that cannot legally be limited.

11.2 Subject to clause 11.1:

  • we are not liable for indirect or consequential losses;

  • our total liability for any claim is limited to the total fees paid by you in the previous 12 months.

12. Termination

12.1 Either party may terminate the Agreement or a specific SOW by giving 30 days’ written notice.

12.2 Either party may terminate immediately if the other commits a serious breach and fails to remedy it within 14 days.

12.3 Upon termination:

  • you must pay for all services performed up to the termination date;

  • we will return or delete data in accordance with UK GDPR requirements.

13. Force Majeure

13.1 Neither party is liable for delays caused by events outside their reasonable control.

14. Governing Law

14.1 This Agreement is governed by the laws of England and Wales.

14.2 Any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.