Effective Date: 1st October 2024
Welcome to Oshogi Labs. These Terms and Conditions govern the provision of services offered by Oshogi Labs and outline the expectations for our relationship with clients. By engaging with our services, clients agree to be bound by the following terms.
1. Scope of Services
Oshogi Labs provides consultancy services in the fields of artificial intelligence (AI), team well-being, global design, and sustainability. Specific details of the services will be outlined in a Statement of Work (SoW) provided to each client before the commencement of any project. Any services beyond the agreed SoW will be subject to additional charges.
2. Payment Terms
• All services are provided on a fee-for-service basis, as outlined in the SoW.
• Payment is due within 30 days of receipt of the invoice unless otherwise stated in the contract.
• Late payments are subject to interest at 5% per month on the outstanding balance.
• Oshogi Labs reserves the right to suspend or terminate services for overdue accounts.
3. Confidentiality
• Both parties agree to maintain the confidentiality of all non-public information obtained during the course of our business relationship.
• Oshogi Labs commits to protecting client data in line with our Privacy Policy, and clients agree not to disclose any proprietary methods or information from Oshogi Labs without prior consent.
4. Limitation of Liability
• Oshogi Labs shall not be liable for any indirect, special, or consequential damages, including but not limited to loss of revenue, profit, or business opportunities.
• Oshogi Labs’ total liability, whether in contract, tort, or otherwise, is limited to the total amount paid by the client for the services rendered.
• Disclaimer: Any advice, recommendations, or materials provided by Oshogi Labs are offered in good faith and intended for informational purposes. Oshogi Labs is not responsible for any financial, legal, or business outcomes resulting from the use of its advice. Clients are advised to seek independent legal or financial advice where necessary.
5. Intellectual Property
• All pre-existing intellectual property owned by Oshogi Labs remains the property of Oshogi Labs, including methodologies, templates, and proprietary tools.
• For generative AI projects, Oshogi Labs retains ownership of all IP related to its pre-existing models, but clients will have usage rights for any content created during the engagement.
• Any work product specifically developed for the client as part of the project will be transferred upon full payment, subject to the terms of the SoW.
6. Termination
• Either party may terminate this agreement with 30 days’ written notice.
• Oshogi Labs may terminate the agreement immediately in the case of breach of terms, including non-payment.
• Upon termination, the client will be liable for all services rendered up to the date of termination.
7. Dispute Resolution
• Any disputes arising from this agreement will be first attempted to resolve through negotiation between the parties.
• If negotiation fails, the parties agree to submit to arbitration or mediation before pursuing formal legal action.
8. IR35 and Consultancy Status
• All consultants engaged by Oshogi Labs are self-employed and operate under a consultancy agreement. Oshogi Labs ensures compliance with IR35 regulations for all UK-based engagements. It is the client’s responsibility to ensure that Oshogi Labs’ consultants are not treated as employees for tax purposes .
9. Data Privacy
• Personal data provided to Oshogi Labs is subject to our Privacy Policy and the provisions of UK GDPR.
• Clients retain the right to access, modify, or request deletion of their personal data at any time.
10. Amendments
Oshogi Labs reserves the right to amend these Terms and Conditions at any time. Clients will be notified of any changes, and continued use of our services will be considered acceptance of the updated terms.
Contact Information:
Oshogi Labs
71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ
Email: support@oshogi.com
Contact: Wayne Mark, Founder & Creative Director