1. AGREEMENT
1.1 These Terms and Conditions (“Terms”) apply to all services provided by RevOdyssey Ltd (“RevOdyssey”) to the client named in the proposal or order form (“Client”). Together they form the “Contract”.
1.2 Order of Precedence If there is any conflict between the order form, proposal, and these Terms, the following order applies: (1) Order Form, (2) Proposal, (3) These Terms.
2. SCOPE OF SERVICES
2.1 RevOdyssey provides the consulting, development, and/or ongoing support services set out in the proposal or order form, which may include both project-based and ongoing work.
2.2 Any additional or varied services must be agreed in writing and may incur further charges.
3. FEES AND PAYMENT
3.1 Fees are set out in the proposal or order form and exclude VAT unless stated otherwise.
3.2 Invoices are payable within 30 days of the invoice date.
3.3 RevOdyssey may suspend services if payment is overdue.
3.4 Retainers renew monthly on a rolling basis unless either party gives 30 days’ written notice.
3.5 Reasonable travel, hosting, and third-party software costs may be charged where agreed in advance.
4. DELIVERABLES AND INTELLECTUAL PROPERTY
4.1 RevOdyssey retains all intellectual property rights in its materials, methods, code, and outputs.
4.2 The Client receives a perpetual, non-exclusive, royalty-free licence to use the final deliverables solely for its own business purposes.
4.3 The Client may not share, sell, or sub-license deliverables without written consent.
4.4 Pre-existing materials, templates, and tools remain the exclusive property of RevOdyssey.
5. CLIENT RESPONSIBILITIES
5.1 The Client shall:
(a) Provide timely feedback, approvals, and access to relevant personnel, systems, and information;
(b) Ensure all materials provided are lawful and do not infringe third-party rights; and
(c) Maintain required third-party licences (e.g. HubSpot, hosting accounts).
5.2 RevOdyssey is not liable for delays or failures caused by the Client’s actions or omissions.
6. CONFIDENTIALITY
6.1 Both parties will keep confidential all non-public business information received under the Contract and use it only to perform their obligations.
6.2 Confidentiality obligations continue for five years after termination or expiry of the Contract, except for trade secrets, which remain confidential indefinitely.
7. HOSTING AND SUPPORT
7.1 RevOdyssey provides support as described in the proposal or order form.
7.2 Support hours are Monday–Friday, 09:00-17:00 (UK time), excluding public holidays.
7.3 Critical issues are prioritised and addressed as quickly as reasonably possible.
8. LIABILITY
8.1 RevOdyssey’s total liability under the Contract is limited to the total fees paid by the Client in the 12 months preceding the claim.
8.2 RevOdyssey is not liable for indirect or consequential losses, including loss of profit, revenue, data, or goodwill.
8.3 Nothing limits liability for death or personal injury caused by negligence or for fraud.
9. TERMINATION
9.1 Either party may terminate the Contract immediately by written notice if the other:
(a) Fails to pay any amount due within 10 business days of written notice; or
(b) Commits a material breach not remedied within 10 business days.
(c) Either party may terminate immediately if the other becomes insolvent, enters administration, or undergoes a change of control that materially affects the Contract.
9.2 On termination, all unpaid invoices become due immediately, and RevOdyssey will deliver completed work up to the termination date.
9.3 Licences granted under Clause 4 remain valid if all fees are paid.
10. PUBLICITY
10.1 RevOdyssey may list the Client as a customer and reference completed work in marketing materials, unless the Client objects in writing.
11. DATA AND PRIVACY
11.1 RevOdyssey acts as a data processor only where agreed in writing.
11.2 Both parties will comply with all applicable UK data protection laws.
11.3 RevOdyssey does not collect or process sensitive personal data on behalf of Clients unless expressly agreed.
12. FORCE MAJEURE
12.1 Neither party is liable for delay or failure to perform obligations caused by events beyond reasonable control, including power failures, internet disruption, or third-party service outages.
13. GENERAL
13.1 This Contract is governed by English law, and the courts of England and Wales have exclusive jurisdiction.
13.2 Notices may be served by email to the addresses in the proposal or order form, or by post to a party’s registered office (or principal business address if not a company). Email notices are deemed received on acknowledgement. Posted notices are deemed received at 09:00 on the second Business Day after posting. 13.3 No waiver or variation of these Terms is valid unless agreed in writing.
13.4 If any provision is held invalid, the remainder shall remain enforceable.
13.5 Where required by the Client, RevOdyssey may provide supplemental schedules covering data protection, information security, insurance, and service levels. These schedules form part of the Contract only when expressly referenced in the order form or agreed in writing.
