Terms of Use & Service Agreement

About OctoX

OctoX is a UK-based artificial intelligence and technology company operating at www.octox.co.uk. We partner with businesses of all sizes to design, develop, and deploy cutting-edge AI models, full-stack technology solutions, and digital transformation strategies that reduce operational costs, streamline business processes, and accelerate growth.

Our core areas of expertise include:

• Custom AI Model Development – building, training, fine-tuning, and deploying AI models tailored to your business needs
• Full-Stack Technology Development – end-to-end software engineering from front-end interfaces to back-end infrastructure and cloud architecture
• AI Consultancy – strategic advisory services helping businesses identify, evaluate, and implement AI-driven opportunities
• Process Automation – designing intelligent workflows that reduce manual effort and improve operational efficiency
• Technology Integration – connecting AI capabilities and modern tech stacks with existing business systems

These Terms govern access to our Website and all services we deliver. For bespoke engagements, a separate Statement of Work (“SOW”) or project agreement will supplement these Terms.

Definitions

Scope of Services

OctoX provides technology and AI services to business clients across three primary areas:

3.1 AI Model Development

We design, train, fine-tune, evaluate, and deploy AI and machine learning models customised to your business data, processes, and objectives. This includes NLP, computer vision, predictive analytics, recommendation systems, LLM fine-tuning, and AI-powered automation.

3.2 Full-Stack Technology Development

We build end-to-end digital solutions including web and mobile applications, APIs and integrations, cloud infrastructure, database architecture, DevOps pipelines, and scalable software systems all engineered to embed AI capabilities into a production-ready environment.

3.3 AI Consultancy

We provide strategic advisory services to help businesses evaluate their AI readiness, identify high-impact use cases, build internal AI capability, select appropriate tools and frameworks, manage AI-related risks, and develop a clear digital transformation roadmap.

3.4 Service Delivery

Unless otherwise agreed in writing, services are delivered remotely. Where on-site engagement is required, this will be agreed separately and may attract additional costs. OctoX reserves the right to use appropriately qualified subcontractors, subject to confidentiality obligations equivalent to those in Section 12.

Eligibility and Authority to Contract

4.1 Business Clients

Our Services are designed for and directed at businesses and organisations, not individual consumers. By engaging OctoX, you confirm that you are acting in the course of a trade, business, or profession.

4.2 Authority

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, you must not accept these Terms on the entity’s behalf.

4.3 Age and Legal Capacity

Any individual entering into this Agreement must be at least 18 years of age and have full legal capacity to contract under the laws of England and Wales.

4.4 Regulatory Compliance

You confirm that engaging OctoX does not violate any law, regulation, or obligation by which you are bound. Where your use of AI technology is subject to sector-specific regulation, you are responsible for ensuring compliance with those additional requirements.

Engagement and Statements of Work

5.1 How We Work Together

Each project begins with a Statement of Work (SOW), proposal, or project brief agreed in writing. The SOW will set out the scope, deliverables, timelines, fees, and specific terms applicable to that engagement.

5.2 Order of Precedence

In the event of any conflict between these Terms and an SOW, the SOW shall take precedence to the extent of the inconsistency.

5.3 Commencement

Work will not commence until the SOW has been signed or otherwise agreed in writing by both parties and any required deposit or advance payment has been received by OctoX.

5.4 Project Communication

You will nominate a primary contact to work with OctoX throughout the engagement. Communication protocols, meeting cadence, and reporting requirements will be agreed in the SOW or at project kick-off.

5.5 Acceptance of Deliverables

Unless the SOW specifies otherwise, Deliverables will be deemed accepted if the Client does not raise a written objection within 10 business days of delivery, specifying in reasonable detail the respects in which the Deliverable fails to meet the agreed specification.

AI Model Development Services

6.1 Our Approach

We work collaboratively with you to understand your business objectives, data landscape, and operational context before designing an AI solution. Our process typically includes discovery and scoping, data assessment and preparation, model design and training, testing and validation, deployment, and handover or ongoing support.

6.2 Data Requirements

Developing effective AI models requires access to relevant, high-quality data. You are responsible for providing data that is accurate, lawfully obtained, and appropriate for the intended use case. OctoX will not be responsible for model performance materially affected by poor-quality, incomplete, or unrepresentative data supplied by you.

6.3 Model Performance

AI models are probabilistic systems. While we apply professional skill and care in design and development, we do not guarantee specific performance levels, accuracy thresholds, or business outcomes unless expressly stated in an SOW. Model performance may degrade over time as real-world data distributions shift.

6.4 Ethical AI and Bias

We are committed to developing AI responsibly and will apply reasonable measures to identify and mitigate bias in models we develop. However, you acknowledge that no AI system can be guaranteed to be entirely free from bias, and you accept responsibility for implementing appropriate governance processes before deploying AI models.

6.5 Regulatory Responsibility

Where AI models may be subject to sector regulation including FCA frameworks, MHRA guidance, or decisions with significant effects under the Data (Use and Access) Act 2025 you are solely responsible for ensuring compliance with those regulatory requirements.

6.6 Automated Decision-Making

Where AI models will be used to make automated decisions about individuals with legal or similarly significant effects, you are responsible for implementing the safeguards required under Articles 22A to 22D of the UK GDPR, including transparency to affected individuals and enabling human review and contestation.

Technology Development Services

7.1 Development Standards

OctoX delivers full-stack technology development using industry-standard practices, modern frameworks, and secure coding principles. The technology stack, architecture approach, and coding standards will be agreed in the relevant SOW.

7.2 Testing and Quality Assurance

We conduct appropriate testing of software Deliverables before handover, including functional testing against the agreed specification. Performance testing, security penetration testing, and accessibility testing may be offered as separate workstreams.

7.3 Third-Party Components

Software we develop may incorporate open-source libraries, frameworks, or third-party components. We will make reasonable efforts to use reputable, actively maintained components with permissive licences and will disclose material use of third-party components.

7.4 Ongoing Support and Maintenance

Unless a support or maintenance arrangement is included in the SOW, OctoX’s obligations in respect of a Deliverable end upon acceptance. Ongoing support, maintenance, and hosting are available as separate commercial agreements.

7.5 Security

We apply reasonable and current security practices in software development. However, we cannot guarantee that Deliverables will be free from all vulnerabilities. You are responsible for conducting your own security assessments before deploying any software in a production environment.

AI Consultancy Services

8.1 Nature of Consultancy

OctoX’s AI consultancy services provide strategic guidance, technical recommendations, and advisory support to help your business leverage artificial intelligence effectively. Consultancy outputs represent our professional opinion based on information you provide and our expertise at the time of delivery.

8.2 Not a Substitute for Professional Advice

Our consultancy services do not constitute legal, financial, regulatory, accounting, or investment advice. Where our recommendations touch on areas requiring regulated professional advice, you should obtain independent specialist advice before acting.

8.3 Reliance on Client Information

The quality of our consultancy outputs depends on the completeness and accuracy of information you provide. OctoX is not responsible for outcomes arising from recommendations made on the basis of materially inaccurate or incomplete information supplied by you.

8.4 Implementation Responsibility

Unless agreed otherwise in an SOW, OctoX is responsible for delivering recommendations and not for their implementation. You are responsible for all decisions regarding whether and how to act on our advice.

Client Responsibilities

To enable OctoX to deliver the Services effectively, you agree to:

• Provide timely access to relevant information, data, systems, personnel, and materials reasonably required by OctoX
• Appoint a named project contact with appropriate authority and availability to support the engagement
• Review and respond to OctoX queries, drafts, and requests for approval within agreed timescales
• Ensure your data is lawfully obtained and that you have all necessary rights to share it with OctoX
• Maintain appropriate internal governance for AI systems and technology solutions before deploying them
• Comply with applicable law in connection with your use of Deliverables and AI models
• Notify OctoX promptly of any change in circumstances that may materially affect the scope or delivery of the Services

OctoX shall not be liable for delays or deficiencies in delivery caused by your failure to meet these responsibilities.

Acceptable Use Policy

10.1 Permitted Uses

You may use our Website and engage our Services for lawful business purposes in accordance with these Terms.

10.2 Prohibited Uses

You must not use our Website or commission OctoX to develop technology or AI systems that:

• Violate any applicable law or regulation, including the Computer Misuse Act 1990, the Terrorism Act 2006, the Online Safety Act 2023, or the Equality Act 2010
• Are designed to deceive, manipulate, or harm individuals including AI systems designed to impersonate humans without disclosure, conduct social engineering attacks, or generate disinformation at scale
• Process special category personal data under Article 9 of the UK GDPR without a lawful basis and appropriate safeguards
• Facilitate discrimination against individuals on the basis of protected characteristics as defined in the Equality Act 2010
• Generate, distribute, or facilitate child sexual abuse material (CSAM) or any content that endangers or exploits minors this is an absolute prohibition and will be reported to law enforcement
• Circumvent technical or organisational security measures of third-party systems without authorisation
• Infringe the intellectual property rights of any third party, including using datasets for AI training that contain copyrighted material without appropriate licences

10.3 Consequences of Breach

Breach of this Acceptable Use Policy may result in immediate suspension of Services, termination of the Agreement, and referral to relevant law enforcement or regulatory bodies including the ICO, Ofcom, or the National Crime Agency (NCA).

Intellectual Property Rights

11.1 Background IP

Each party retains full ownership of its Background IP. OctoX grants you a non-exclusive, non-transferable licence to use its Background IP to the extent necessary to receive and use the Services and Deliverables. You grant OctoX a non-exclusive licence to use your Background IP to the extent necessary to perform the Services.

11.2 Foreground IP / Default Position

Unless otherwise agreed in writing in an SOW, Foreground IP created by OctoX under an engagement shall be owned by OctoX. Upon full payment of fees, OctoX grants you a perpetual, non-exclusive, royalty-free, worldwide licence to use the Deliverables for your internal business purposes.

11.3 Foreground IP / Assignment Option

Where full ownership of Foreground IP is commercially important to you, we can agree to assign ownership of specific Deliverables to you. Such assignment will be expressly confirmed in the SOW and may be reflected in the applicable fees.

11.4 AI Model IP

In the absence of express agreement in the SOW: OctoX retains ownership of model architectures, training methodologies, and tooling; you retain ownership of any training data you provide; and OctoX grants you a licence to use the trained model for the purposes agreed.

11.5 OctoX Platform and Tools

OctoX’s proprietary platforms, internal tools, frameworks, libraries, and methodologies remain the exclusive property of OctoX at all times. We may use learnings and non-confidential insights from engagements to improve our platform and services.

11.6 Open Source

Where Deliverables incorporate open-source components, OctoX will notify you of any licence obligations that apply. You are responsible for ensuring your use of Deliverables incorporating open-source software complies with the applicable licence terms.

11.7 Moral Rights

Where applicable under the Copyright, Designs and Patents Act 1988, OctoX’s employees and contractors assert their moral rights as authors of works created in delivering the Services.

Confidentiality

12.1 Mutual Obligation

Each party agrees to keep confidential all Confidential Information received from the other party and to use it solely for the purpose of performing or receiving the Services.

12.2 Standard of Care

Each party will protect the other’s Confidential Information using at least the same degree of care it applies to its own confidential information, and in any event no less than a reasonable standard of care.

12.3 Permitted Disclosure

Confidential Information may be disclosed to employees, contractors, or advisers who have a genuine need to know it for the purposes of the Agreement, provided those persons are bound by confidentiality obligations no less protective than those set out here.

12.4 Exceptions

The obligations in this Section do not apply to information that:

• Is or becomes publicly available other than through a breach of this Agreement
• Was already known to the Receiving Party before disclosure without restriction
• Is independently developed by the Receiving Party without reference to the Confidential Information
• Is required to be disclosed by law, court order, or regulatory authority

12.5 Duration

Confidentiality obligations survive termination of the Agreement for a period of five (5) years, or indefinitely in respect of trade secrets.

12.6 Non-Disclosure Agreements

Where required by either party prior to commencement of discussions, we are happy to execute a separate mutual Non-Disclosure Agreement (NDA) as a precursor to engagement.

Data Protection and UK GDPR Compliance

13.1 Data Controller and Processor Roles

Depending on the nature of the Services: where OctoX processes personal data on your behalf (for example, working with your customer datasets to train an AI model), OctoX acts as a data processor and you act as the data controller. Where OctoX determines the purposes and means of processing independently (for example, processing Website visitor data), OctoX acts as the data controller.

13.2 Data Processing Agreement

Where OctoX processes personal data on your behalf as a processor, we will enter into a Data Processing Agreement (DPA) meeting the requirements of Article 28 of the UK GDPR.

13.3 Client Obligations as Data Controller

Where you are the data controller, you confirm that you have a valid lawful basis under Article 6 of the UK GDPR for all personal data you share with OctoX, have provided appropriate privacy notices to data subjects, and have conducted a DPIA where required under Article 35.

13.4 Data Minimisation

You agree to share only the minimum personal data necessary for OctoX to perform the Services. Where possible, data should be anonymised or pseudonymised before being shared.

13.5 Data Security and Breach Notification

OctoX implements appropriate technical and organisational measures to protect personal data in compliance with Article 32 of the UK GDPR. In the event of a personal data breach, we will notify you without undue delay to enable you to fulfil your breach reporting obligations to the ICO.

13.6 Sub-Processors

Where OctoX uses sub-processors, we will ensure appropriate data processing agreements are in place and will inform you of any material changes to our sub-processor arrangements.

13.7 Data Transfers

Where personal data is transferred outside the UK, OctoX will ensure appropriate safeguards in accordance with Chapter V of the UK GDPR, including adequacy regulations, standard contractual clauses, or other approved transfer mechanisms.

13.8 Retention and Deletion

Upon termination or on your request, OctoX will securely delete or return personal data processed on your behalf in accordance with the DPA and applicable law.

13.9 ICO Registration

OctoX is registered with the Information Commissioner’s Office as a data controller. Concerns about how we handle personal data may be directed to www.ico.org.uk.

Fees, Payment and Invoicing

14.1 Fee Structure

Fees for our Services will be agreed in the relevant SOW. Fee structures may include:

• Fixed-price project fees for clearly scoped engagements
• Time and materials rates for flexible or evolving scopes
• Retainer arrangements for ongoing consultancy or support
• Milestone-based payments for phased project delivery

All fees are quoted in British Pounds Sterling (GBP) and are exclusive of VAT, which will be added at the applicable UK rate.

14.2 Invoicing

Unless otherwise agreed in the SOW, OctoX will invoice an advance deposit of 30–50% of the total project fee prior to commencement, milestone payments as agreed, and the final balance upon delivery or acceptance of the final Deliverable.

14.3 Payment Terms

Payment is due within 30 days of the invoice date unless otherwise agreed in writing. Invoices must be paid in full without deduction or set-off.

14.4 Late Payment

OctoX reserves the right to charge interest on overdue invoices at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998. OctoX may suspend Services where invoices remain unpaid beyond 14 days after the due date.

14.5 Disputed Invoices

If you dispute any part of an invoice in good faith, you must notify OctoX in writing within 7 days of receipt, specifying the amount in dispute and the reason. Undisputed amounts must still be paid by the due date.

14.6 Expenses

Reasonable expenses (travel, accommodation, software licences, and third-party services) will be charged at cost with prior Client approval.

Change Control

15.1 Scope Changes

Any change to the agreed scope, timeline, or deliverables must be agreed through a formal change control process. Either party may propose a change by submitting a written Change Request.

15.2 Impact Assessment

OctoX will assess the impact of any proposed change on fees, timeline, and resources and provide a written Change Order within an agreed timeframe. Work will not commence until the Change Order has been agreed in writing by both parties.

15.3 Urgent Changes

Where a change is required urgently, the parties may agree to proceed on the basis of an interim instruction, with a formal Change Order to be completed as soon as practicable thereafter.

Warranties and Representations

16.1 OctoX Warranties

OctoX warrants that it has the legal right and authority to enter into and perform this Agreement; Services will be performed with reasonable skill, care, and diligence; Deliverables will materially conform to the specification agreed in the relevant SOW at the time of delivery; and it holds appropriate professional indemnity insurance throughout the engagement.

16.2 Client Warranties

You warrant and represent that you have the legal right and authority to enter into this Agreement; all data, materials, and information you provide is accurate and does not infringe any third-party rights; and you will comply with all applicable laws and regulations in connection with your use of the Deliverables and Services.

Disclaimers

17.1 AI Limitations

You acknowledge that AI and machine learning technologies involve inherent limitations, including:

17.2 No Guarantee of Outcomes

OctoX does not guarantee specific business outcomes, return on investment, process improvements, or cost savings arising from use of our Services or Deliverables, unless expressly set out in an SOW.

17.3 Third-Party Services

Where our Deliverables depend on or integrate with third-party platforms, APIs, or cloud services, we do not warrant the ongoing availability, performance, or pricing of those third-party services.

Limitation of Liability

18.1 Mutual Cap

Subject to Section 18.3, each party’s total aggregate liability to the other shall not exceed the total fees paid or payable by the Client to OctoX under the relevant SOW in the twelve (12) months immediately preceding the event giving rise to the claim.

18.2 Exclusion of Consequential Loss

Neither party shall be liable to the other for any loss of profits or revenue; loss of business, contracts, or anticipated savings; loss or corruption of data; loss of goodwill or reputation; or indirect, incidental, consequential, or special losses even if advised of the possibility of such losses.

18.3 Liabilities That Cannot Be Excluded

Nothing in this Agreement shall limit or exclude either party’s 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 laws of England and Wales.

18.4 Mitigation

Both parties shall take reasonable steps to mitigate any loss arising from a breach of this Agreement.

Indemnification

19.1 Client Indemnity

You shall defend, indemnify, and hold harmless OctoX against any claims, losses, damages, fines, penalties, and costs (including reasonable legal fees) arising from: your use of Deliverables in breach of applicable law; any claim that data or materials you provided infringed a third party’s intellectual property rights; your failure to comply with Data Protection Laws as data controller; or the deployment of Deliverables in a manner not agreed with OctoX.

19.2 OctoX Indemnity

OctoX shall defend, indemnify, and hold harmless the Client against any third-party claim that a Deliverable, as delivered by OctoX, infringes the UK intellectual property rights of a third party, provided the Client notifies OctoX promptly, OctoX is given sole control of the defence, and the Client provides all reasonable cooperation.

Term, Suspension and Termination

20.1 Duration

This Agreement commences when you first access our Website or engage our Services and continues until terminated in accordance with this Section.

20.2 Termination for Convenience

Either party may terminate an SOW for convenience by giving 30 days’ written notice. In such case, the Client will pay for all Services performed and expenses incurred up to the date of termination, plus a reasonable amount for work in progress.

20.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party commits a material breach that is incapable of remedy; commits a material breach that is capable of remedy but fails to remedy it within 14 days of written notice; or becomes insolvent or enters administration.

20.4 OctoX Right to Suspend

OctoX may suspend Services immediately without notice if you use the Services in breach of the Acceptable Use Policy (Section 10) or fail to make payment when due.

20.5 Effect of Termination

Upon termination: all licences granted to you terminate immediately (except perpetual licences for fully paid Deliverables); each party will return or destroy the other’s Confidential Information as requested; and Sections 11, 12, 13, 17, 18, 19, and 23 shall survive in full force.

Force Majeure

Neither party shall be in breach of this Agreement or liable for delay or failure to perform its obligations to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, government action, telecommunications failures, or cyberattacks. The affected party must notify the other promptly and take reasonable steps to minimise the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected SOW on 14 days’ written notice.

Third-Party Tools and Software

22.1 Recommended Tools

In delivering our Services, OctoX may recommend or use third-party tools, platforms, AI APIs, cloud services, or software. Such recommendations are made in good faith but do not constitute an endorsement.

22.2 Licences and Costs

Where third-party software or service licences are required for a project, the relevant costs and responsibilities for procurement will be agreed in the SOW. Unless otherwise agreed, you are responsible for procuring and maintaining any licences required to use Deliverables after handover.

22.3 Open Source Compliance

Where Deliverables incorporate open-source components, you are responsible for complying with the terms of the applicable open-source licences in your use and distribution of those Deliverables.

Governing Law and Dispute Resolution

23.1 Governing Law

This Agreement and any disputes or claims arising from or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

23.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.

23.3 Dispute Resolution Process

Before commencing formal legal proceedings, the parties agree to attempt to resolve any dispute through:

• Escalation the disputing party notifies the other in writing, and senior representatives meet within 15 business days to attempt resolution
• Mediation if not resolved within 30 days of escalation, either party may refer it to mediation through the Centre for Effective Dispute Resolution (CEDR), with costs shared equally
• Litigation if mediation fails or is not agreed within 15 days of a request, either party may commence legal proceedings

General Provisions

24.6 Notices

Formal notices must be in writing and delivered by email (with confirmation of receipt) or recorded post to the addresses agreed in the relevant SOW or as notified in writing.

24.10 Publicity

Neither party shall issue any press release, case study, or public statement referencing the other party without prior written consent. OctoX may list the Client as a client for marketing purposes (name and sector only) unless you request otherwise.

Contact Us

If you have any questions about these Terms, wish to discuss an engagement, or need to raise a concern, please contact us:

Regulatory & Legislative Framework

These Terms are informed by and drafted to align with the following UK legislation, regulations, and frameworks:

These Terms of Use and Service Agreement have been drafted to reflect applicable UK law and industry best practice for B2B technology and AI services as of June 2026. OctoX recommends that this document be reviewed periodically and following significant changes in legislation. This document does not constitute legal advice. Both parties are encouraged to seek independent legal counsel before entering into material commercial engagements.