Terms & conditions
OnyxOps is ICO registered and holds professional indemnity insurance with Maltings, through Simply Business.
These Terms & Conditions (“Terms”) govern all services provided by OnyxOps to clients. They apply to all ongoing retainer services, project-based work, and ad hoc work carried out by OnyxOps, unless a separate written agreement expressly supersedes them.
1. Definitions
1.1 “Business Day” means any day other than a Saturday, Sunday, or public or bank holiday in England and Wales.
1.2 “Change Request” means a written request by either party to alter the agreed Scope after a Service Agreement has been signed.
1.3 “Deliverable” means any work product, document, content, system, automation, or other output produced by OnyxOps under a Service Agreement.
1.4 “Fees” means the charges payable by the Client as set out in the Service Agreement or Proposal.
1.5 “Proposal” means the written quote, proposal, or statement of work issued by OnyxOps and accepted by the Client.
1.6 “Retainer Services” means ongoing monthly business support and operations services provided under a recurring package, as specified in a Service Agreement.
1.7 “Project Services” means a defined, time-limited piece of work with an agreed scope and fee, as specified in a Service Agreement.
1.8 “Scope” means the description of services and Deliverables agreed in the Service Agreement or Proposal.
1.9 “Service Agreement” means the signed document issued by OnyxOps following acceptance of a Proposal, which formally records the engagement and incorporates these Terms.
1.10 “Services” means Retainer Services, Project Services, or ad hoc work, as applicable.
1.11 “We”, “us”, “our” and “OnyxOps” refer to Caroline Torbet trading as OnyxOps. “You”, “your” and “Client” refer to the person or business engaging OnyxOps.
2. Acceptance & Formation of Contract
2.1 A Proposal is formally accepted when the Client confirms acceptance in writing, including by email. Verbal acceptance or informal expressions of intent do not constitute a binding agreement.
2.2 Written acceptance of a Proposal indicates the Client’s intention to proceed and triggers the issue of a Service Agreement and Data Processing Agreement by OnyxOps. The Client agrees to sign and return both documents within 5 Business Days of receipt.
2.3 The signed Service Agreement is the formal contract governing the engagement. It incorporates these Terms by reference and, together with the accepted Proposal and signed Data Processing Agreement, constitutes the entire agreement between the parties.
2.4 No work will commence until both the Service Agreement and Data Processing Agreement have been signed by both parties and returned to OnyxOps.
2.5 All terms set out in this document, including payment obligations, cancellation provisions, and notice requirements, take effect from the date the Service Agreement is signed by both parties.
2.6 If the Client fails to return signed documents within 5 Business Days without reasonable explanation, OnyxOps reserves the right to withdraw the Proposal, without liability to either party.
3. The Services
3.1 We will provide the Services as described in your Service Agreement or Proposal, using reasonable care and skill.
3.2 All Services are delivered remotely unless otherwise expressly agreed in writing.
3.3 Where a subcontractor is engaged to assist with the Services, we will notify you and ensure equivalent confidentiality obligations apply. We remain responsible for the quality of the work.
3.4 Time is not of the essence unless expressly stated in your Service Agreement. We will use reasonable endeavours to meet agreed timelines. All delivery timelines are estimates only and may be affected by Client responsiveness, third party platform availability, and workload. OnyxOps will communicate any anticipated delays promptly.
3.5 We may make changes to the Services as required by applicable law, and will notify you promptly.
3.6 Services may include, but are not limited to, business and operations support, marketing support, CRM and pipeline management, HighLevel account management, automation builds, website maintenance and design, and project-based work. The specific services provided to each Client are set out in their Service Agreement.
4. Retainer Services
4.1 Where your Service Agreement specifies a retainer, we will make available the agreed number of hours per calendar month for the agreed monthly Fee.
4.2 Retainer hours are allocated monthly. Unused hours do not roll over to the following month and are not refunded.
4.3 Hours may be allocated across any service within OnyxOps’s offered services at the Client’s discretion. If the Client requires additional hours beyond their monthly allocation, these may be purchased at the ad hoc rate stated in the Service Agreement, or the Client may upgrade to a higher package with 30 days’ written notice.
4.4 No additional hours will be worked beyond the monthly allocation without the Client’s prior written approval.
4.5 We will endeavour to notify you when approximately 75% of your monthly allocation has been used.
4.6 A brief monthly summary of hours used and tasks completed will be provided within 5 Business Days of the end of each billing period.
4.7 Retainer Services continue on a rolling monthly basis until terminated in accordance with clause 9.
5. Project Services
5.1 Where your Service Agreement specifies a project, we will deliver the agreed Scope for the agreed Fee.
5.2 Any work outside the agreed Scope constitutes a change and must be agreed via the Change Request process in clause 6.
5.3 Where a project is delivered in stages or milestones, we will notify you at each milestone and request approval before proceeding.
5.4 Project Services are complete when all Deliverables in the Scope have been provided to you and any final payment has been received.
5.5 Unless otherwise stated in the Service Agreement, project fees include up to two rounds of revisions. Additional revision rounds beyond this will be charged at the ad hoc hourly rate stated in your Service Agreement. A revision round is defined as a single consolidated set of feedback provided in writing. Multiple separate feedback submissions may be treated as additional revision rounds at OnyxOps’s discretion.
6. Change Requests & Scope
6.1 Either party may request a change to the agreed Scope by submitting a written Change Request.
6.2 On receipt of a Change Request, we will assess the impact on cost, time, and resource, and provide a written estimate within 3 Business Days.
6.3 No work arising from a Change Request will commence, and no additional charge will be raised, until you have provided written approval.
6.4 Where your instructions or materials materially expand the work beyond the agreed Scope, we reserve the right to treat this as a Change Request regardless of how the instruction was framed.
7. Your Responsibilities
7.1 You must:
(a) Provide timely access to accounts, platforms, and systems needed to deliver the Services;
(b) Respond to requests for information, approval, or feedback within 2 Business Days;
(c) Refrain from making material changes to accounts or campaigns we are actively working on, without prior notice;
(d) Ensure that content, data, and materials you provide do not infringe third-party rights and comply with applicable law;
(e) Obtain any licences, consents, or permissions required for us to carry out the Services;
(f) Maintain valid and active access credentials for any platforms or accounts we are required to work in, and notify OnyxOps promptly of any changes to access permissions.
7.2 If you fail to meet these obligations, we may suspend work without liability for any resulting delay, charge for time wasted at our then-current hourly rate, or terminate in accordance with clause 9.
7.3 We are not liable for any delay or loss caused by your failure to comply with this clause.
7.4 If access to any platform or account is revoked or changed without prior notice to OnyxOps, we reserve the right to pause work immediately. Any agreed timelines will be extended by the period during which access was unavailable, and OnyxOps accepts no liability for delays arising from loss of access.
8. Fees & Payment
8.1 Our Fees are as set out in your Service Agreement or Proposal. OnyxOps is not VAT registered and no VAT will be added to our invoices.
8.2 For Retainer Services, the first invoice is issued on commencement of the engagement and payment is due within 14 days. The date payment is received becomes the Client’s recurring billing date. Subsequent invoices are issued 7 days before that date each month and are due on that date. If payment is not received within 7 days of the due date, OnyxOps reserves the right to suspend Services immediately until payment is received in full. Where a recurring payment method is in place through the OnyxOps client portal, the invoice serves as a record of the amount taken.
8.3 For Project Services:
(a) Projects under £500: full payment is required before work commences.
(b) Projects of £500 or above: a 50% deposit is required before work commences; the remaining 50% is due on completion.
8.4 Ad hoc work is invoiced on completion and payment is due within 14 days.
8.5 Third-party costs (e.g. software subscriptions, API fees, or tools required to deliver the Services) are not included in our Fees unless your Service Agreement expressly states otherwise. Such costs will be agreed in writing before being incurred.
8.6 If payment is not received by the due date, we may charge interest at 8% per annum above the Bank of England base rate from the due date until payment is received in full, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
8.7 All payments must be made in GBP by BACS bank transfer unless otherwise agreed in writing. Where a Client pays via an alternative method offered through the OnyxOps client portal, this is accepted at OnyxOps’s discretion and does not alter any other payment terms.
8.8 We reserve the right to review our Fees annually, giving not less than 30 days’ written notice of any change.
9. Cancellation & Refunds
9.1 RETAINER: Either party may cancel a retainer arrangement by giving 30 days’ written notice. Retainer fees already invoiced and paid for the current billing period are non-refundable.
9.2 PROJECT — cancellation by you:
(a) Before work commences: full refund of any deposit paid.
(b) After work commences: the 50% deposit is non-refundable. If work completed at the point of cancellation exceeds the deposit value, you must pay for all work completed, calculated at our hourly rate or on a pro-rata basis of the total project fee, as we determine appropriate. Any such amount is due within 7 days of our cancellation invoice.
(c) Projects under £500 paid in full: no refund is provided once work has commenced.
9.3 “Commencement of work” means the point at which any substantive activity has begun, including accessing your accounts, planning, discovery, creating content or workflows, or any other activity in connection with the Services.
9.4 TERMINATION FOR CAUSE: Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent or enters administration.
9.5 On termination: all outstanding Fees become immediately due; completed Deliverables paid for in full will be provided to you; we will remove our access to your accounts unless you request otherwise in writing; any licences to Deliverables that have been paid for in full survive termination.
9.6 Completion of the Services to a reasonable professional standard constitutes fulfilment of OnyxOps’s obligations. Dissatisfaction on the part of the Client does not, in itself, give rise to an entitlement to a refund.
9.7 Where the Client considers the Services to have fallen below a reasonable standard, they must notify OnyxOps in writing within 10 Business Days of delivery, setting out the specific concerns. OnyxOps will be given 14 days from receipt of that notice to remedy the issue. A refund or compensation will only be considered if OnyxOps has been given this opportunity to remedy and has failed to do so within that period. This clause does not affect the Client’s right to terminate for material breach under clause 9.4.
10. Intellectual Property
10.1 Intellectual property rights in Deliverables created specifically for you transfer to you upon receipt of full payment for those Deliverables.
10.2 We retain all intellectual property rights in our pre-existing materials, templates, frameworks, tools, methodologies, and general know-how, regardless of whether they are used in delivering your Services.
10.3 You grant us a non-exclusive licence to use your content, branding, and materials to the extent necessary to provide the Services.
10.4 PORTFOLIO USE: We may reference you by name and describe the general nature of work completed as part of our portfolio and marketing materials, unless you request otherwise in writing. We will not share confidential information or specific client data without your prior written consent.
10.5 Where payment is not received in full, we retain all intellectual property rights in unpaid Deliverables and you must cease using them immediately upon written notice from us.
11. Confidentiality
11.1 Each party will keep the other’s confidential information strictly confidential and will not disclose it to any third party without prior written consent, except to employees or contractors who need it to fulfil obligations under the agreement and who are bound by equivalent confidentiality obligations, or as required by law.
11.2 These confidentiality obligations survive termination for a period of 2 years.
12. Data Protection
12.1 Both parties will comply with all applicable UK data protection legislation, including the UK GDPR and the Data Protection Act 2018.
12.2 Where we process personal data on your behalf in the course of providing the Services, you are the Data Controller and we are the Data Processor. Both parties agree to execute a Data Processing Agreement (DPA) before any personal data is processed.
12.3 We will process personal data only on your documented instructions and solely for the purposes of delivering the Services.
12.4 By granting us access to third-party platforms, you acknowledge that personal data held on those platforms may be processed in accordance with those platforms’ own privacy policies.
12.5 Further details are set out in our Privacy Policy at onyxops.co.uk.
13. Liability
13.1 Our total liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total Fees paid by you in the 3 months preceding the event giving rise to the claim.
13.2 We are not liable for any:
(a) Indirect, consequential, or special loss or damage;
(b) Loss of revenue, profit, business, anticipated savings, data, or reputation;
(c) Loss caused by your failure to meet your obligations under these Terms;
(d) Commercial results of any marketing, advertising, lead generation, or operational activities. We provide business support and operational services and do not guarantee outcomes;
(e) Changes, outages, policy updates, or discontinuation of third-party platforms (including HighLevel, Meta, Google, or any other platform) beyond our reasonable control;
(f) Issues arising from you removing our access before work is complete or before an agreed handover period has elapsed;
(g) Errors, failures or unexpected outputs arising from third party scheduling tools, automation platforms, or AI tools acting outside our reasonable control.
13.3 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
14. Non-Solicitation
14.1 During the term of any engagement and for 12 months following its termination, you agree not to directly solicit, recruit, or engage any employee, subcontractor, or associate of OnyxOps who has been involved in delivering your Services, without our prior written consent.
15. Dispute Resolution
15.1 If a dispute arises, the parties will attempt to resolve it by direct negotiation within 14 days of one party giving the other written notice of the dispute.
15.2 If the dispute is not resolved by negotiation, the parties agree to attempt mediation through a mutually agreed mediator before commencing court proceedings.
15.3 Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court where necessary.
16. Force Majeure
16.1 Neither party will be in breach, or liable for any failure or delay in performance, to the extent caused by circumstances genuinely beyond their reasonable control. The affected party must notify the other promptly. If the situation persists for more than 60 days, either party may terminate on 14 days’ written notice without further liability, other than for Fees already earned.
17. General
17.1 ENTIRE AGREEMENT: These Terms, together with any signed Service Agreement, Proposal, and Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior representations and understandings.
17.2 VARIATION: No variation to these Terms is effective unless agreed in writing and signed by both parties.
17.3 WAIVER: Failure to exercise any right under these Terms does not constitute a waiver of that right.
17.4 SEVERANCE: If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
17.5 NOTICES: Notices must be in writing. Email is sufficient. Email notices are deemed received on the next Business Day after sending.
17.6 ASSIGNMENT: You may not assign or transfer any rights or obligations without our prior written consent. We may assign our rights on 14 days’ written notice to you.
17.7 GOVERNING LAW: These Terms are governed by the laws of England and Wales. Any disputes are subject to the exclusive jurisdiction of the courts of England and Wales.
Last updated: March 2026 | OnyxOps | support@onyxops.co.uk | onyxops.co.uk