Terms of Service.

1. Introduction

1.1 These Terms & Conditions (“Terms”) set out the basis on which Opsura (“we”, “us”, “our”) provides consultancy, CRM implementation, workflow automation, operations management, analytics, and ongoing support services (“Services”) to the client (“you”, “your”).

1.2 By engaging Opsura, purchasing Services, or accessing materials provided by us, you agree to be bound by these Terms.

1.3 If you do not agree to these Terms, you must not engage our Services.

2. Definitions

For the purposes of these Terms:

  • “Agreement” means the contract consisting of these Terms and any associated proposal, statement of work (“SOW”), quotation, or email confirmation.

  • “Client Data” refers to all data, records, and information supplied by the client for the delivery of the Services.

  • “Deliverables” refers to documents, configurations, workflows, dashboards, reports, or other outcomes produced by Opsura.

  • “SOW” refers to a written document outlining the specific scope, fees, timeline, and deliverables.

  • “Third-Party Platforms” refers to systems such as HubSpot, Zendesk, Zapier, Monday.com, Slack, Google Workspace, or any other platform you request Opsura to work with.

3. Scope of Services

3.1 Opsura will deliver the Services outlined in the agreed SOW or proposal. These may include:

  • CRM setup and configuration

  • Workflow automation and optimisation

  • Customer service process improvement

  • Data dashboards, reporting, and analytics

  • Ongoing CRM management or support

  • Operational consultancy and systems design

3.2 Any work not expressly included in the SOW is considered out of scope and may incur additional fees.

3.3 Opsura reserves the right to decline work outside our expertise or capacity.

4. Client Responsibilities

4.1 You must provide all necessary access, information, and approvals required for Opsura to deliver the Services.

4.2 You confirm that all Client Data provided to Opsura:

  • Is accurate and lawful

  • Does not infringe third-party rights

  • Is authorised for use by Opsura under this Agreement

4.3 You are solely responsible for ensuring you have appropriate licences or subscriptions for any third-party platforms integrated or used by Opsura.

5. Fees & Payment Terms

5.1 Fees for Services are outlined in the proposal, SOW, or invoice.

5.2 Unless otherwise stated:

  • 50% deposit may be required before commencement.

  • Remaining balance is due upon delivery of the agreed scope.

  • Payment terms are 14 days from invoice date.

5.3 Late payments may incur:

  • Interest at 4% above the Bank of England base rate

  • Suspension of ongoing or future Services

  • Administrative fees for recovery costs

5.4 All fees exclude VAT (if applicable).

6. Changes to Scope (Scope Creep)

6.1 Any additional tasks, revisions, integrations, or features outside the agreed scope will require:

  • A revised SOW, or

  • A change request fee at Opsura’s discretion

6.2 Opsura will not proceed with extra work until written approval is received.

7. Timelines & Delays

7.1 Opsura will use reasonable efforts to meet estimated delivery timelines.

7.2 Opsura is not responsible for delays caused by:

  • Late client feedback

  • Missing or incomplete information

  • Third-party system outages

  • Changes requested by the client

7.3 Where delays occur, timelines may be extended without penalty.

8. Confidentiality

8.1 Both parties agree to treat all confidential information as private and not disclose it to third parties.

8.2 Opsura may reference the client’s name or project in a portfolio or case study with prior written consent.

9. Intellectual Property

9.1 Opsura retains ownership of:

  • Templates

  • Internal processes

  • Pre-existing materials

  • Frameworks, methodologies, and tools

  • General know-how developed while delivering Services

9.2 Upon full payment, you receive a non-exclusive licence to use the Deliverables for your internal business needs.

9.3 You may not resell, license, or distribute Opsura’s intellectual property without permission.

10. Use of Third-Party Platforms

10.1 Opsura may configure or integrate third-party tools on your behalf.

10.2 You agree that:

  • Opsura is not responsible for third-party outages, bugs, or service interruptions

  • You are bound by each platform’s terms of service

  • Any platform fees or licences are your responsibility

10.3 Opsura is not liable for system limitations or losses caused by third-party platform changes.

11. Data Protection (GDPR Compliance)

11.1 Opsura acts as a data processor when handling your data within third-party systems.

11.2 Opsura will:

  • Process data only as instructed

  • Maintain confidentiality

  • Implement reasonable technical and organisational security measures

11.3 You remain the data controller, responsible for:

  • Lawful data collection

  • GDPR compliance

  • Retention policies

  • Subject access requests

12. Limitations of Liability

12.1 Opsura’s total liability under this Agreement shall not exceed the total fees paid for the Services in the 12 months prior to the claim.

12.2 Opsura is not liable for:

  • Loss of profits or revenue

  • Business interruption

  • Loss of data not caused by Opsura’s negligence

  • Errors within third-party platforms

  • Decisions made based on analytics or recommendations

12.3 Nothing in these Terms excludes liability for fraud or death/personal injury caused by negligence.

13. Termination

13.1 Either party may terminate the Agreement with 14 days’ written notice, unless otherwise stated in the SOW.

13.2 Opsura may terminate immediately if:

  • Payments are overdue

  • You breach these Terms

  • You misuse systems or access provided by Opsura

13.3 Upon termination:

  • All unpaid invoices become immediately due

  • Opsura may revoke access to any incomplete work

14. Refunds

14.1 Due to the bespoke nature of the Services, all payments are non-refundable, except where required by law.

15. Governing Law

15.1 These Terms are governed by the laws of England and Wales.

15.2 Any disputes shall be resolved exclusively in the courts of England and Wales.

16. Amendments

16.1 Opsura may update these Terms periodically.
16.2 Continued use of the Services constitutes acceptance of any updated Terms.

17. Contact Details

For questions about these Terms, contact:
📧 hello@opsura.co.uk