Terms & Conditions

Last updated 02/07/2024

Definitions

  • "Agreement": This Master Services Agreement and referenced documents.

  • "Business Day": Monday to Friday, excluding UK bank holidays, when banks in London are open.

  • "Client": The customer entering a Service Agreement with OpenFi.

  • "Client Data": Data provided by the Client for using or facilitating OpenFi's services.

  • "Client Group": The Client and its associated companies.

  • "Confidential Information": Any business secrets or confidential details related to a party's operations, including this Agreement and Service Agreements, whether marked as confidential or not.

  • "End User": A customer of the Client.

  • "Fees": The charges detailed in the Order Form.

  • "Initial Term": The specified duration in the Order Form.

  • "Group Companies": A party and its subsidiaries or related companies.

  • "OpenFi": OpenFi Ltd, a company registered in the United Kingdom, 9th Floor 107 Cheapside, London, company number 14908132

  • "OpenFi Data": Information provided by OpenFi, not derived from Client Data.

  • "Normal Business Hours": 9:00 AM to 5:00 PM, UK time, on Business Days.

  • "Order Commencement Date": The start date specified in the Order Form.

  • "Order Form": The form part of a Service Agreement.

  • "Party": OpenFi and the Client.

  • "Product": Products used by OpenFi to deliver services.

  • "Service Agreement": An agreement for services between OpenFi and the Client.

  • "Services": The services detailed in a Service Agreement.

  • "Term": The duration of this Agreement.

  • "VAT": Value-added tax or similar taxes in other jurisdictions.

Services

OpenFi provides services to the Client as per these terms and the relevant Service Agreement, aiming for 24/7 availability except during maintenance.

Fees and Payment

Fees are for services or products under a Service Agreement, payable at the start and then monthly in advance. Late payments incur charges and interest.

Client Data

Compliance with Data Protection Laws is mandatory. OpenFi processes Client Data as a Processor, ensuring confidentiality and security, assisting the Client with data protection obligations, and allowing audits for compliance.

OpenFi's Obligations

OpenFi commits to delivering services as agreed, except for client breaches or failures, modifications by the client or third parties, and external network issues. Compliance with laws and maintaining necessary licenses are required.

Client's Obligations

The Client must support OpenFi's service provision, comply with laws, ensure network and system compatibility, and secure necessary consents for service access.

Limitations

Liability limitations are outlined for both parties, excluding certain damages and capping financial liability related to the services provided.

Use of Services

The Client gets a non-exclusive right to use the services, subject to fee payment and compliance with these terms. OpenFi retains intellectual property rights.

Confidentiality

Both parties must keep each other's confidential information secret, only using it for purposes related to these terms.

Duration and Termination

Service Agreements start on the Order Commencement Date and continue unless terminated as per the terms provided, with specific conditions for termination and consequences thereof.

Intellectual Property

OpenFi won't use the Client's intellectual property beyond service provision without consent.

Force Majeure

Neither party is liable for delays or failures due to uncontrollable events, with obligations to mitigate and notify the other party.

Relationship of Parties

This agreement doesn't create a joint venture or partnership between OpenFi and the Client.

Third-Party Rights

This agreement doesn't grant rights to anyone other than the parties involved.

Transferability

The Client cannot transfer this agreement without OpenFi's consent, which OpenFi can transfer or subcontract.

Rights Preservation

Rights under these terms are in addition to all other legal rights.

Entire Agreement

These terms and any Service Agreement represent the full agreement between the parties, superseding previous arrangements.

Notices

Notices must be written and delivered by specified means, considered effective upon receipt.

Amendments

Changes to these terms require written agreement, except OpenFi can alter them to comply with law or without affecting services or fees.

Waiver

Failure to enforce these terms does not waive rights to enforce them later.

Severability

If any part of these terms is invalid, the rest remain in effect, with modifications to preserve the parties' intentions.

Anti-bribery

Compliance with anti-bribery and anti-corruption laws is required, including maintaining appropriate policies.

Governing Law

These terms are governed by English law, with exclusive jurisdiction for disputes in English courts.

Complaints process

You can contact us if you have a complaint about the service you received. Although providing customers with the highest level of service is our number one priority, we know that sometimes things do not go as planned.

Your feedback helps us to improve our products and services, therefore we are happy to hear from you.

If you have a complaint about the services received, please contact us in one of the following ways:

  • In writing:  OpenFI Ltd, 9th Floor 107 Cheapside, London, United Kingdom, EC2V 6DN

  • Email: contact@openfi.tech