Terms of Service

These terms set out how OpenKit Ltd (“OpenKit”, “we”, “our”, “us”) provides its services, and how you may use this website. By using the website you accept these terms. Where we have signed a separate written agreement with you for a piece of work, that agreement governs the work, and these terms apply only to the extent it is silent.

Definitions

Client
Client means the organisation that has engaged us to provide Services under an Engagement Agreement.

Deliverables
Deliverables means the reports, roadmaps, source code, configuration, models and documentation we produce for a Client under an Engagement Agreement.

Services
Services means the AI consultancy, software development, governance and related work we provide to Clients, together with the Website.

Website
Website means openkit.co.uk, and any other site or application of ours that links to these terms.

Using the website

You may read, download and print pages from the Website for your own use and to circulate inside your organisation. You may not republish material from it commercially, present it as your own work, or use automated tools to copy it at scale.

The Website is published for general information. It is not advice for your circumstances, and nothing on it is an offer capable of acceptance. Case studies describe work done for named or anonymised clients under their own conditions, and they are not a prediction of what a similar engagement would produce for you.

We may change, suspend or withdraw any part of the Website without notice, and we do not promise it will always be available or free of error.

How engagements work

Client work runs under a written agreement, usually a proposal or statement of work that names the scope, the deliverables, the assumptions and the fee, agreed by both sides before the work starts. That document is the Engagement Agreement.

Where the Engagement Agreement and these terms conflict, the Engagement Agreement wins. Nothing said in a meeting, an email thread or a slide changes an Engagement Agreement unless both sides record the change in writing.

We will perform the Services with reasonable skill and care, using people with the experience the work needs. Delivery depends on your side too: access to the right people, systems and data, decisions made when the plan says they are needed, and information that is accurate and complete. Where you supply data, you confirm you have the rights and consents needed for us to process it for the purpose of the engagement.

Either side may ask to change the scope. A change takes effect once both sides have agreed in writing what moves, and what that does to the timetable and the fee.

Artificial intelligence and the limits of what it produces

Some of what we build uses machine learning models whose outputs are probabilistic, which means they can be wrong while appearing confident, and their behaviour can shift when an underlying model provider changes it. We design for that, and we say so in writing where a system needs a human decision-maker in the loop.

You remain responsible for decisions your organisation takes on the strength of a system we build, and for the regulatory obligations that attach to those decisions. Where an engagement covers governance work, its scope is set out in the Engagement Agreement.

Intellectual property

We own or license everything on the Website, including its text, design, images and code. The OpenKit name and logo are our trade marks. Nothing on the Website transfers any right in them to you.

For Client work, the position is as follows.

• Each side keeps what it brought. Anything we owned or licensed before the engagement, or developed outside it, stays ours, including our tools, templates, methods and libraries.
• Once we have been paid in full for the relevant work, ownership of the Deliverables passes to the Client, other than the pre-existing material and third-party components described below.
• Where a Deliverable contains our pre-existing material, we grant the Client a perpetual, worldwide, non-exclusive licence to use it as part of that Deliverable.
• Third-party and open-source components are licensed to the Client under their own terms, which we identify in the Engagement Agreement or in the delivered documentation.
• Client data stays the Client’s. We do not use one Client’s data or Deliverables to train models or build systems for another.
• We keep the general skills, knowledge and experience our people gain during an engagement.

Confidentiality

Each side will keep the other’s confidential information confidential, use it only for the engagement, and share it only with people who need it and are under equivalent obligations. This does not cover information that is already public, that the receiving side already held without restriction, or that must be disclosed by law or a regulator. These obligations continue after the engagement ends.

Limitation of liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to that, we are not liable for loss of profit, loss of revenue, loss of business or of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss, whether or not it was foreseeable.

Our total liability arising out of or in connection with an engagement is limited to the amount stated in the Engagement Agreement for that engagement, or, where it states none, to the total fees payable under it.

For use of the Website where no Engagement Agreement exists, our liability to you is limited to the fullest extent the law allows. If you are using the Website in the course of a business, we exclude all implied warranties, conditions and other terms that might otherwise apply to it.

Each of us is responsible for insuring against the risks these terms leave with us.

Third-party links and services

The Website links to sites we do not control, and engagements often involve third-party platforms and model providers. We are not responsible for their content, their availability, or their terms, and a link is not an endorsement. Read the terms and privacy policies of any third-party service you rely on.

Personal information and cookies

Our Privacy Policy explains what personal information we collect, the legal bases we rely on, how long we keep it and the rights you have under UK GDPR. Our Cookie Policy lists the cookies this website sets and how to change your choices. Those two documents govern personal data, and they take precedence over these terms on that subject.

Age

The Website and the Services are for businesses and professional users. We do not knowingly collect information from anyone under 16. If we find we have, we will delete it.

Changes to our business

If we reorganise, merge, or sell part of the business, existing agreements and the information held under them may transfer as part of that transaction. Whoever takes them on is bound by the same obligations. You may not transfer your rights under an Engagement Agreement to anyone else without our written consent.

Changes to these terms

We update these terms when the way we work changes or the law requires it. The current version always sits at this address, with the date it was last updated shown at the top of the page. Continuing to use the Website after a change means you accept the updated terms. Changes to an Engagement Agreement are handled through that agreement, not through this page.

Governing law and jurisdiction

These terms, and any dispute or claim arising out of them or their subject matter, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction over any such dispute or claim.

If any part of these terms is found to be unenforceable, the rest continues to apply.