Last updated: 10 September 2026
1. Agreement
These Professional Services Terms (the “Terms”) govern professional services provided by Omtera Limited (“Omtera”) to the customer identified in an Order Form (“Customer”). By signing, electronically accepting or otherwise entering into an Order Form that refers to these Terms, Customer agrees to be bound by these Terms. A person accepting an Order Form for an organisation represents that they have authority to bind that organisation.
These Terms apply only to business customers acting for business purposes. They do not apply to consumers.
“Customer Data” means data, content, files, records, credentials and information supplied by or for Customer, or accessed, generated, transferred or processed on Customer’s instructions in connection with the Services. “Order Form” means an ordering document, proposal or statement of work accepted by both parties that identifies the Services and refers to these Terms.
The agreement between Omtera and Customer (the “Agreement”) consists of the applicable Order Form, these Terms and any statement of work or service description expressly incorporated into the Order Form. These Terms include the Data Processing Terms and Privacy Notice below. Each Order Form is a separate agreement.
If there is a conflict, the Order Form prevails over these Terms only where it expressly identifies the provision being varied. The Data Processing Terms prevail only in relation to Omtera’s processing of personal data on Customer’s behalf. These Terms otherwise prevail over any statement of work, proposal, service description or similar document.
2. Professional Services
Omtera provides professional services such as implementation, onboarding, configuration, data migration, systems integration, workflow automation, analytics, data engineering, consulting, advisory services, training, custom development, technical support and managed services (the “Services”). The Services purchased by Customer, together with any deliverables, assumptions, dependencies, fees and target dates, are described in the applicable Order Form.
Omtera will perform the Services with reasonable skill and care, using personnel with appropriate experience. Omtera may determine the manner, tools, methods, sequence and personnel used to perform the Services, provided that these remain consistent with the applicable Order Form.
Only items expressly included in an Order Form are in scope. Estimates, demonstrations, discussions, proposals, roadmaps and recommendations are not binding commitments unless expressly included in the Order Form. Any change to scope, volume, assumptions, dependencies, systems, delivery method or timetable may require an adjustment to fees and dates agreed in writing.
Dates are estimates unless the Order Form expressly states that a date is fixed. Omtera is not responsible for delay caused by Customer, a Third-Party Service, incomplete or inaccurate information, unavailable access, changed requirements, a security or compliance review, or circumstances outside Omtera’s reasonable control.
3. Customer Responsibilities
Customer will provide timely cooperation, decisions, information, access, credentials, licences, environments, test data, personnel and approvals reasonably required for the Services. Customer is responsible for the acts and omissions of its users, administrators, contractors and other persons acting through its accounts or on its instructions.
Customer is responsible for the accuracy, quality, completeness and legality of Customer Data and instructions; determining which data and systems are in scope; reviewing mappings, configurations and outputs; maintaining appropriate licences and capacity; and deciding whether the Services and deliverables are suitable for Customer’s intended use.
Customer represents and warrants that it has all rights, permissions, notices, lawful bases, consents and authorisations required for Omtera and its personnel to access, use, copy, host, disclose, transform, transfer and otherwise process Customer Data and Customer systems as instructed. Customer will not instruct Omtera to process data or perform an activity in breach of law, contract or third-party rights.
Customer must not provide payment card data, patient or medical records, biometric identifiers, government-classified information, criminal-offence data, special-category personal data or other data subject to heightened legal or security requirements unless it is expressly identified in the Order Form and the parties have agreed appropriate safeguards in writing. Omtera may refuse or suspend processing that it reasonably considers unlawful, unsafe or outside the agreed scope.
Customer will maintain current, independent and verified backups or exports before any migration, integration, synchronisation, transformation, deletion, overwrite or production change. The Services are not a backup, disaster-recovery or records-retention service.
4. Data Migration, Integration and Automation
Where the Services include migration, integration or automation, Omtera will process only the systems, environments, entities, fields, relationships, volumes, workflows and runs expressly included in the Order Form. Anything not expressly included is out of scope.
Different systems do not necessarily support equivalent data structures, features or behaviour. Omtera may map, transform, flatten, truncate, omit, link, archive or otherwise represent data differently where a direct equivalent is unavailable or impractical. Unless expressly included, the Services do not reproduce permissions, audit history, formulas, scripts, automations, dashboards, interfaces, views, notification settings, deleted records or third-party extensions.
Migration and integration results depend on source-data quality, Customer instructions, available APIs and the behaviour of connected systems. Omtera does not warrant that every record, field, relationship, attachment, history item or metadata element can be transferred or reproduced, that source and target totals will be identical, or that a process will complete within a particular window.
Customer will review test results and production outputs promptly, comply with any requested change freeze, avoid unauthorised changes during a migration or deployment window, and provide consolidated issue reports containing enough detail to reproduce the issue.
Omtera may pause or disable an integration or automation where continued operation could reasonably cause duplication, deletion, corruption, security risk, excessive charges or breach of third-party terms. Customer is responsible for monitoring business-critical outputs and maintaining an appropriate manual fallback.
5. Third-Party Services
The Services may access, depend on, connect with or be affected by products, platforms, APIs, infrastructure, applications, websites, models, libraries or services supplied by third parties (“Third-Party Services”). Customer authorises Omtera to access Customer’s accounts and to transfer, store and process Customer Data through the Third-Party Services selected, provided or approved by Customer as reasonably necessary to perform the Services.
Third-Party Services may include, by way of example and without limitation, Asana, Airtable, Mixpanel, Braze, ElevenLabs, OpenAI, Anthropic, Google Workspace, Google APIs, Google Cloud Platform, Amazon Web Services, Microsoft Azure, Microsoft 365, Teams, SharePoint, Railway, Vercel, Cloudflare, Snowflake, Databricks, dbt, Fivetran, Twilio, Segment, Salesforce, HubSpot, Slack, Miro, monday.com, ClickUp, Basecamp, Jira, Confluence, Dropbox, Box, GitHub, GitLab, OneSignal, Adjust, AppsFlyer, Contentsquare, AB Tasty, CleverTap, Freshworks, Supabase, Zapier and Make, together with other hosting, database, identity, observability, communications, analytics, customer-engagement, work-management, developer-tool and integration providers. Inclusion in this list does not mean that a provider is used for every engagement or that Omtera endorses that provider.
Customer is responsible for obtaining and maintaining all subscriptions, licences, accounts, permissions, capacity and approvals required for Third-Party Services, complying with their terms and privacy notices, and paying their charges. Third-Party Services are provided under separate agreements between Customer and the relevant provider. Omtera does not control them and is not responsible for their acts, omissions, content, security, privacy practices or performance.
The availability, timing, throughput, completeness, latency and cost of the Services may change because of the operational health of a Third-Party Service, including an incident, outage, maintenance window, regional degradation, capacity constraint, queue, rate limit, concurrency limit, quota, payload limit, storage limit, authentication failure, expired token or fair-use control. A provider’s public status page or other status information may be delayed, incomplete or unavailable and is not a guarantee of actual service health.
A Third-Party Service may change or remove an API, endpoint, scope, SDK, webhook, field, object, data model, authentication method, permission, price, plan entitlement, geographic region, security requirement or feature at any time. Omtera does not warrant continued availability, compatibility or interoperability. Omtera may change the technical method, sequence, infrastructure or tool used for the Services, reschedule or suspend affected work, or propose additional fees where a third-party change creates material rework or additional effort.
A failure, limitation or change of a Third-Party Service is not a defect in or breach of the Services. Omtera may assist with a vendor support case where included in scope but does not control the vendor’s investigation, priority, response or resolution and is not required to create an unsupported or commercially unreasonable workaround.
A Third-Party Service selected by Customer as a source, destination or business platform is not, merely for that reason, an Omtera subprocessor. Subprocessors that process personal data on Omtera’s behalf are addressed in section 7.
6. Access and Security
Customer will provide access through secure methods approved by Omtera, use least-privilege access where reasonably possible, keep credentials confidential, revoke access when it is no longer required and promptly notify Omtera of any suspected compromise. Customer must not send passwords, access tokens, production exports or sensitive Customer Data through ordinary email or an unapproved channel.
Omtera will maintain reasonable technical and organisational measures appropriate to the nature of the Services and the Customer Data under its control. No system, network, transfer method or security measure is completely secure, and Omtera does not warrant absolute security.
Customer remains responsible for security within Customer’s systems and Third-Party Services, including identity and access management, permissions, devices, endpoints, tenant configuration, retention settings and the actions of Customer’s users, except to the extent expressly included in an Order Form.
7. Data Processing Terms
This section applies where Omtera processes personal data contained in Customer Data on Customer’s behalf. It forms the parties’ data processing agreement. “Controller”, “processor”, “personal data”, “personal data breach”, “processing”, “subprocessor” and “supervisory authority” have the meanings given to them under applicable Data Protection Law. “Data Protection Law” means privacy and data-protection law applicable to the processing, including the UK GDPR, EU GDPR and Türkiye’s Law No. 6698 on the Protection of Personal Data (“KVKK”), in each case where applicable.
Roles and instructions. Customer is the controller and Omtera is the processor, except where applicable law treats the parties under equivalent roles. Customer instructs Omtera to process personal data only to provide, secure and support the Services, comply with the Agreement and law, and follow other documented instructions that are consistent with the Agreement. The Agreement, Customer’s configuration and authorised communications constitute documented instructions. Omtera will inform Customer if it reasonably believes an instruction infringes Data Protection Law, unless prohibited by law, and may suspend the affected processing until the parties resolve the issue.
Customer obligations. Customer is responsible for ensuring that its instructions and processing comply with Data Protection Law; providing all required notices; establishing and documenting a lawful basis; obtaining required consents and authorisations; respecting data-subject rights; limiting personal data to what is necessary; and ensuring the accuracy, quality and legality of personal data. Customer will not instruct Omtera to process special-category, criminal-offence or similarly sensitive data unless expressly agreed in the Order Form.
Processing details. The subject matter is the Customer Data processed to provide the Services. Processing may include access, collection, recording, organisation, structuring, storage, retrieval, consultation, transmission, alignment, combination, transformation, migration, integration, restriction, deletion and return. Processing continues for the applicable Order Form and any limited period required for secure deletion, legal retention or backup cycling. Data subjects may include Customer’s employees, contractors, users, prospects, customers, suppliers, partners and other individuals whose personal data Customer places in the relevant systems. Personal data may include identity and contact details, account and user identifiers, employment and organisational information, communications, work-management content, customer-engagement data, analytics and usage data, technical and device information, transaction-related business information, attachments and other data selected by Customer. Customer determines the actual categories and subjects included in Customer Data.
Confidentiality and personnel. Omtera will ensure that persons authorised to process personal data are bound by confidentiality obligations, receive appropriate instructions and access personal data only as necessary for their role.
Security. Taking account of the state of the art, implementation costs, the nature, scope, context and purposes of processing and the risk to individuals, Omtera will maintain appropriate technical and organisational measures designed to protect personal data. Measures may include access controls and least-privilege permissions; authentication protections; encryption in transit and, where supported by the relevant service, at rest; logging and monitoring; vulnerability and patch management; secure development and change controls; backups and recovery measures appropriate to Omtera-controlled systems; personnel security and awareness; incident-response procedures; supplier due diligence; and periodic review of safeguards. Customer acknowledges that specific safeguards also depend on the Third-Party Services, environments and configurations selected or controlled by Customer.
Personal data breaches. Omtera will notify Customer without undue delay after becoming aware of a confirmed personal data breach affecting personal data processed by Omtera on Customer’s behalf. Where available, the notice will describe the nature of the breach, likely consequences, measures taken or proposed and a contact point. Omtera may provide information in phases as it becomes available. Customer is responsible for notifications to individuals and authorities unless the parties agree otherwise in writing.
Subprocessors. Customer gives Omtera general written authorisation to appoint subprocessors where reasonably necessary to provide the Services. Depending on the Services and configuration, subprocessors may include Omtera group companies and providers of cloud hosting, storage, databases, networking, security, monitoring, communications, support, development tooling and artificial-intelligence services, including Amazon Web Services, Google Cloud Platform, Google Workspace, Microsoft Azure and Microsoft 365, Cloudflare, Railway, Vercel, GitHub, OpenAI, Anthropic, ElevenLabs, Twilio and comparable providers. Not every provider is used for every Customer. Omtera will impose data-protection obligations that provide a materially equivalent level of protection and remains responsible for a subprocessor’s performance of those obligations to the extent required by Data Protection Law.
Omtera may add or replace a subprocessor by updating these Terms or otherwise notifying Customer. Where required by Data Protection Law and reasonably practicable, Omtera will provide notice before the new subprocessor begins processing. Customer may object within ten days on reasonable, documented data-protection grounds. The parties will work in good faith to resolve the objection. If no commercially reasonable alternative is available, either party may terminate only the affected Services; Customer remains responsible for fees accrued and non-cancellable commitments up to termination.
International transfers. Customer authorises processing in the countries where Omtera, its personnel and authorised subprocessors operate. Where Data Protection Law restricts an international transfer, Omtera will use a lawful transfer mechanism, which may include an adequacy regulation or decision, the European Commission Standard Contractual Clauses, the UK International Data Transfer Addendum or Agreement, or another recognised safeguard. Customer authorises Omtera to enter into such mechanism on Customer’s behalf where legally permitted and necessary.
Assistance. Taking account of the nature of processing and information available to Omtera, Omtera will provide reasonable assistance with data-subject requests, security obligations, breach notifications, data-protection impact assessments and consultations with authorities where required by Data Protection Law. Customer is responsible for responding to requests and for its regulatory decisions. Assistance outside the ordinary Services may be charged at Omtera’s then-current rates unless it is required because of Omtera’s breach.
Audits and information. Omtera will make available information reasonably necessary to demonstrate compliance with this section. No more than once in any twelve-month period, Customer may request a reasonable remote audit or review of relevant records, subject to confidentiality, security and protection of other customers’ information. An on-site audit is permitted only where required by a supervisory authority or where the information supplied does not reasonably demonstrate compliance. Customer will give reasonable notice, minimise disruption and bear its audit costs, unless the audit identifies a material breach by Omtera.
Return and deletion. During the Services, Customer should use available platform functionality to retrieve Customer Data. On expiry or termination, Omtera will, at Customer’s written choice, return or delete personal data under its control and delete existing copies, unless law requires retention. Unless otherwise agreed, Omtera may delete transient project copies after acceptance and aims to complete deletion within thirty days after the Services end. Residual copies in secure backups may remain until overwritten in the ordinary backup cycle and remain protected under the Agreement.
Required disclosure. If law requires Omtera to process personal data other than on Customer’s instructions, Omtera will inform Customer before doing so unless the law prohibits notice.
8. Privacy Notice
This Privacy Notice explains how the Omtera entity identified in the relevant Order Form or otherwise responsible for the interaction (“Omtera”, “we”, “us”) processes personal data for its own business purposes as controller or equivalent decision-maker. It applies to visitors to omtera.com and related pages, business contacts, prospects, customers, suppliers, event participants, job applicants and other people who communicate or engage with Omtera. It does not govern Customer Data that Omtera processes on Customer’s behalf under section 7.
Personal data we collect. We may collect identity and contact details; employer, role and professional information; account and relationship information; enquiries and communications; commercial, contract, billing and transaction information; meeting, event and training information; marketing preferences; recruitment information; and technical, device, browser, cookie, log and website-usage data. We receive data directly from you, your organisation, our partners and vendors, public professional sources, referrals, events, our website and the systems used to operate our business.
How we use personal data. We use personal data to respond to enquiries; develop and manage business relationships; prepare proposals and enter into and administer contracts; provide and improve services; deliver support, training and events; manage accounts, billing and records; secure our systems and prevent misuse; monitor website performance; comply with law; establish, exercise or defend legal rights; recruit personnel; and send relevant business communications where permitted.
Legal bases. Depending on the context and applicable law, we rely on performance of a contract or steps requested before a contract, compliance with legal obligations, consent, and our legitimate interests in operating and protecting our business, communicating with business contacts, improving our services and developing customer and partner relationships. Where KVKK applies, we process personal data based on the applicable legal grounds in Articles 5 and 6 and obtain explicit consent where required.
Marketing. We may send business-to-business information about Omtera services, events and partnerships where permitted by law. You may opt out at any time by using the unsubscribe method in the message or contacting legal@omtera.com. Opting out of marketing does not stop service, security, billing or other non-marketing communications.
Cookies and similar technologies. Our website may use essential technologies required for security, navigation and operation and, with consent where required, analytics and marketing technologies that help us understand usage and improve our communications. You can control non-essential technologies through the consent tool made available on the website and through browser settings. Disabling a technology may affect website functionality.
Google API data. Where an Omtera application accesses information received from Google APIs, Omtera’s use and transfer of that information will comply with the Google API Services User Data Policy, including the Limited Use requirements. We use such information only to provide or improve the user-facing feature authorised by the user, for security or legal compliance, or as otherwise permitted by that policy. We do not use Google Workspace API data to develop, improve or train generalised artificial-intelligence or machine-learning models.
Sharing. We may disclose personal data to Omtera group companies; personnel and professional advisers; hosting, productivity, communications, analytics, security, customer-relationship, recruitment, payment and other business-service providers; commercial partners where necessary for a requested engagement; authorities where required by law; and a prospective buyer, investor or successor in connection with a corporate transaction. We do not sell personal data for money. Providers may process data only for the relevant service and subject to appropriate obligations.
International transfers. We and our service providers may process personal data outside your country. Where applicable law restricts a transfer, we use an available lawful mechanism such as an adequacy decision or regulation, contractual safeguards or another recognised transfer mechanism.
Retention. We retain personal data only for as long as reasonably necessary for the purpose for which it was collected, including the duration of a business relationship, applicable limitation periods, tax and accounting requirements, security needs and dispute management. We may retain limited suppression information to respect an opt-out.
Your rights. Depending on your location and applicable law, you may have rights to request access, information, correction, deletion, restriction, objection, portability or withdrawal of consent and to challenge certain automated decisions. These rights may be subject to legal conditions and exceptions. To exercise a right, contact legal@omtera.com. We may verify identity and authority before responding.
Complaints. You may complain to the data-protection authority responsible for your location or for the relevant Omtera entity. In the United Kingdom, the supervisory authority is the Information Commissioner’s Office. We encourage you to contact us first so that we can try to address the concern.
Children. Our website and Services are directed to organisations and business users and are not intended for children. We do not knowingly collect personal data directly from children through the website.
Contact and updates. Questions or requests about privacy may be sent to legal@omtera.com. We may update this Privacy Notice as our practices or legal obligations change. The “Last updated” date at the top of these Terms identifies the current version.
9. Confidentiality
“Confidential Information” means non-public information disclosed by or on behalf of a party that is identified as confidential or that a reasonable person would understand to be confidential, including Customer Data, security information, business plans, pricing, technology, product plans, trade secrets and the non-public terms of an Order Form.
The receiving party will use Confidential Information only to exercise its rights and perform its obligations under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, affiliates, professional advisers and subcontractors who need to know it and are subject to confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party’s Confidential Information.
A receiving party may disclose Confidential Information where required by law or a competent authority, provided that it gives advance notice where legally permitted and reasonable assistance at the disclosing party’s cost. These obligations continue for five years after disclosure; trade secrets remain protected for as long as they qualify as trade secrets.
10. Intellectual Property
Customer retains all rights in Customer Data. Each party retains all rights in technology, materials, information and intellectual property owned or developed by it independently of the Services.
Omtera and its licensors own all rights in the methods, know-how, concepts, skills, tools, connectors, scripts, libraries, templates, routines, configurations, models, documentation and other technology used or developed in providing the Services, together with all modifications, improvements and derivative works (“Omtera Materials”). Omtera Materials do not include Customer Data or Customer’s pre-existing intellectual property.
Unless an Order Form expressly states otherwise, upon full payment Omtera grants Customer a perpetual, non-exclusive, non-transferable and non-sublicensable licence to use the deliverables identified in that Order Form for Customer’s internal business purposes. Customer may not resell, commercialise, publish, reverse engineer or use a deliverable or Omtera Materials to develop a competing service. Third-party and open-source components remain subject to their applicable licences.
Customer grants Omtera a non-exclusive licence to use Customer Data and Customer materials only as necessary to provide, secure and support the Services and comply with law. Customer grants Omtera a perpetual, irrevocable, worldwide and royalty-free right to use feedback and suggestions without restriction, provided that Omtera does not identify Customer as their source without permission.
Nothing prevents Omtera from using general knowledge, skills, experience, concepts and techniques retained in the unaided memory of its personnel, provided that Omtera does not disclose Customer Confidential Information.
11. Fees and Taxes
Customer will pay the fees and applicable expenses stated in each Order Form in the currency and on the dates stated there. Unless expressly stated otherwise, fees are non-cancellable and non-refundable. Prepaid hours, credits and service allowances expire at the end of the period stated in the Order Form and do not carry forward.
Fees are exclusive of value-added, sales, use, withholding and similar taxes. Customer is responsible for all taxes arising from its purchase, other than taxes based on Omtera’s net income. If Customer is required by law to withhold an amount, Customer will pay any additional amount necessary for Omtera to receive the amount it would have received without the withholding, unless the Order Form expressly states otherwise, and will provide official evidence of the withholding.
Omtera may suspend the Services and withhold deliverables if an undisputed amount remains overdue after written notice. Suspension does not relieve Customer of its payment obligations or extend an agreed service period.
12. Review and Acceptance
Customer will review each deliverable promptly against the express acceptance criteria in the Order Form. Unless the Order Form states another period, Customer must notify Omtera of a material non-conformity within ten business days after delivery (the “Review Period”). The notice must describe the issue in reasonable detail and include information sufficient to reproduce it.
A deliverable is accepted when Customer confirms acceptance, uses it in production or for ordinary business purposes, modifies it other than for testing, or does not provide a valid rejection within the Review Period.
An issue caused by Customer Data, Customer instructions, a Third-Party Service, an excluded item, an unauthorised change or an immaterial deviation is not a valid rejection. For a valid rejection, Omtera will use reasonable efforts to correct the material non-conformity and resubmit the deliverable. Correction or reperformance is Customer’s exclusive remedy.
13. Warranties and Disclaimers
Omtera warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices for similar services. Customer must notify Omtera of a claimed breach within thirty days after the affected Services are performed. Omtera’s sole obligation and Customer’s exclusive remedy is reperformance of the non-conforming Services where reasonably possible.
Except for the express warranty above, and to the maximum extent permitted by law, the Services and deliverables are provided “as is” and “as available”. Omtera disclaims all other representations, warranties and conditions, whether express, implied, statutory or otherwise, including satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness and uninterrupted or error-free operation.
Omtera does not warrant any specific business, financial, operational, adoption, performance or regulatory outcome. Advice and recommendations are based on the information and assumptions available at the time. Customer remains responsible for its decisions, implementation, legal and regulatory assessment and use of the Services and deliverables.
Any artificial-intelligence or probabilistic feature may produce variable, incomplete or inaccurate output. Customer is responsible for applying appropriate human review and must not rely on such output for a high-impact decision unless that use has been expressly designed, tested and approved in writing.
14. Indemnification
Customer will defend Omtera, its affiliates and their personnel against any third-party claim, regulatory action or proceeding arising from Customer Data; Customer’s instructions, configuration or use of the Services or deliverables; Customer’s breach of the Agreement or applicable law; Customer’s infringement of third-party rights; or Customer’s failure to obtain a required right, consent, notice, licence or authorisation. Customer will indemnify the protected parties against amounts finally awarded by a court or agreed in a settlement approved by Customer, together with reasonable external legal costs.
Omtera will defend Customer against a third-party claim alleging that a deliverable created solely by Omtera and expressly identified in an Order Form infringes that third party’s intellectual property right, and will indemnify Customer against amounts finally awarded or agreed in an Omtera-approved settlement. Omtera has no obligation to the extent a claim arises from Customer Data, Third-Party Services, open-source components, Customer specifications, modification by a person other than Omtera, combination with an item not supplied by Omtera, use outside the Agreement, or continued use after Omtera provides a non-infringing alternative.
If such an infringement claim is made or reasonably likely, Omtera may modify or replace the affected deliverable, obtain a right for continued use, or terminate the affected part of the Order Form and refund prepaid fees for the terminated, unused Services. This section states Customer’s exclusive remedy for an intellectual-property infringement claim.
The indemnified party must promptly notify the indemnifying party, allow it to control the defence and settlement, and provide reasonable cooperation at the indemnifying party’s expense. No settlement may admit fault by or impose a non-monetary obligation on the indemnified party without its prior written consent.
15. Limitation of Liability
Nothing in the Agreement 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 or limited under the law governing the Agreement.
To the maximum extent permitted by law, Omtera and its affiliates, licensors, subcontractors and personnel will not be liable for loss, corruption or restoration of data; loss of profit, revenue, savings, business, opportunity, contracts, goodwill or reputation; business interruption; costs of substitute services; or any indirect, incidental, special, exemplary, punitive or consequential loss, whether foreseeable or not and regardless of the legal theory of liability.
To the maximum extent permitted by law, the total aggregate liability of Omtera and its affiliates, licensors, subcontractors and personnel arising out of or relating to an Order Form and the Services under it will not exceed the fees paid or payable to Omtera under that Order Form during the twelve months immediately preceding the event giving rise to the first claim. Multiple claims do not increase this cap.
Omtera has no liability to the extent a loss is caused by Customer Data, Customer instructions, Customer’s failure to maintain backups, Customer or third-party systems, a Third-Party Service, unauthorised changes, Customer delay, or an act or omission of Customer or a person acting on Customer’s behalf.
Customer’s payment obligations, Customer’s infringement or misuse of Omtera’s intellectual property, Customer’s confidentiality obligations and Customer’s indemnification obligations are not limited by this section. The parties agree that the exclusions and limitations in this section are an essential basis of the commercial agreement and are reflected in the fees.
16. Suspension and Termination
An Order Form begins on its effective date and continues until the Services are completed or the stated term expires, unless terminated earlier under the Agreement. Customer may not terminate an Order Form for convenience unless the Order Form expressly allows it.
Either party may terminate an affected Order Form if the other party materially breaches the Agreement and does not cure the breach within thirty days after written notice. Omtera may suspend or terminate affected Services immediately where continued performance may breach law, infringe third-party rights, create a material security or operational risk, or where Customer is insolvent or ceases business. Omtera may suspend for non-payment as described in section 11.
On expiry or termination, Customer will pay all fees accrued, Services performed, non-cancellable commitments and reasonable wind-down costs. Fees committed under a non-cancellable Order Form remain payable except where Customer terminates for Omtera’s uncured material breach, in which case Omtera will refund prepaid fees for the terminated Services not performed after the effective termination date.
Termination does not affect accrued rights. Provisions that by their nature should survive will survive, including payment, confidentiality, data protection, intellectual property, indemnification, limitations of liability and general terms.
17. Compliance
Each party will comply with anti-bribery, anti-corruption, sanctions and export-control laws applicable to it. Customer will not require Omtera to provide Services to a prohibited person, territory or end use or use the Services or deliverables for unlawful, deceptive, discriminatory, rights-infringing or malicious activity.
Omtera may conduct proportionate compliance checks and may refuse, suspend or terminate affected Services where reasonably necessary to comply with law or a binding request of a competent authority.
18. Omtera Group and Personnel
Omtera may use affiliates, employees, independent contractors and subcontractors to perform the Services and remains responsible for their performance to the same extent as for its own performance, subject to the Agreement.
Only the Omtera legal entity identified in the Order Form is a party to and responsible under that Order Form. No other Omtera group company, shareholder, director, officer, employee or affiliate has joint, several or other liability merely because it supports delivery, supplies personnel, receives an intercompany payment or belongs to the same corporate group.
The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship.
19. Changes to These Terms
Omtera may update these Terms by publishing a revised version on its website. The version identified in an Order Form applies to that Order Form for its duration. An update applies to a new Order Form or renewal entered into after the updated version is published and does not retrospectively change an existing Order Form unless the parties agree in writing.
20. General
Neither party is liable for delay or failure, other than a payment obligation, caused by an event beyond its reasonable control, including a natural disaster, war, terrorism, civil disorder, epidemic, labour dispute, governmental action, utility or telecommunications failure, cyber incident not caused by its breach, or failure of a supplier or Third-Party Service. The affected party will use reasonable efforts to mitigate the effect.
Customer may not assign or transfer the Agreement without Omtera’s prior written consent. Omtera may assign the Agreement to an affiliate or in connection with a merger, reorganisation, financing or sale of all or substantially all of the relevant business or assets. Any prohibited assignment is void.
Notices of material breach or termination must be in writing. Notices to Omtera must be sent to legal@omtera.com. Operational communications and approvals may be given through email or an agreed collaboration tool.
The Agreement is the entire agreement between the parties concerning its subject matter and replaces prior or contemporaneous proposals, discussions and understandings concerning that subject matter. Each party acknowledges that it has not relied on a statement not set out in the Agreement, without limiting liability for fraud.
A waiver is effective only if in writing and applies only to the specific instance. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will continue in effect. Headings are for convenience only. “Including” means including without limitation. Electronic acceptance and signatures are effective.
21. Governing Law and Disputes
The Agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. Before starting court proceedings, the parties will use reasonable efforts to resolve a dispute through good-faith discussions between senior representatives for at least fifteen business days after written notice. This does not prevent either party from seeking urgent injunctive relief or Omtera from recovering an undisputed debt. The courts of England and Wales have exclusive jurisdiction.