These terms and conditions govern all engagements between Optionchain LTD ("Optionchain", "we", "us") and its clients ("you", "the Client"). By instructing Optionchain to provide services — whether via a signed Statement of Work, a purchase order, or written confirmation of an engagement — you agree to these terms. Where a specific Statement of Work or contract exists, its terms take precedence over these general terms in the event of any conflict.
1 Definitions
1.1
Optionchain LTD — a limited company registered in England and Wales, providing IT project management consultancy services.
1.2
Client — the organisation or individual purchasing services from Optionchain LTD.
1.3
Consultant — a project manager or delivery professional supplied by Optionchain LTD to the Client.
1.4
Engagement — a defined piece of work undertaken by Optionchain LTD for the Client, confirmed in writing.
1.5
Statement of Work (SoW) — a document agreed between Optionchain LTD and the Client setting out the scope, deliverables, timescales and commercial terms for a specific engagement.
2 Engagement & Scope of Services
2.1
All engagements will be confirmed in writing prior to commencement. Written confirmation may take the form of a signed SoW, an accepted proposal, a purchase order or an exchange of emails confirming key terms.
2.2
The scope of services, deliverables and any agreed timescales will be set out at the point of engagement. Changes to scope must be agreed in writing by both parties before additional work commences.
2.3
Optionchain LTD reserves the right to assign any suitably qualified Consultant to fulfil an engagement. Where a named Consultant has been agreed, Optionchain will seek the Client's approval before making any substitution.
2.4
Optionchain LTD operates as an independent consultancy. Our Consultants are not employees of the Client and will not be treated as such. The Client must not direct or control the manner in which Consultants perform their work beyond what is set out in the agreed scope.
2.5
Optionchain LTD is a remote-first business. All engagements are delivered remotely by default unless otherwise agreed in writing.
2.6
Where on-site attendance or travel is requested by the Client, this will be covered by a separate travel purchase order agreed in advance. The Client shall be responsible for all reasonable travel, accommodation and subsistence costs incurred, charged at cost, unless an alternative arrangement is agreed in writing.
3 Pricing & Commercial Terms
3.1
Pricing is agreed on a case-by-case basis and will be confirmed in writing before any engagement begins. Optionchain LTD does not publish fixed rates as engagements vary in scope, duration, seniority and complexity.
3.2
Day-rate engagements are charged per agreed working day. Retained engagements are charged per calendar month based on the agreed number of days. Fixed-scope engagements are priced as agreed in the relevant SoW.
3.3
Any expenses reasonably incurred in delivering the engagement — including travel, accommodation and subsistence — will be agreed in advance and reimbursed at cost on submission of receipts.
3.4
Optionchain LTD reserves the right to review and revise day rates with a minimum of 30 days' written notice. Rate changes will not apply to work already contracted under an existing SoW.
3.5
All fees are exclusive of VAT where applicable. VAT will be charged at the prevailing rate.
4 Payment Terms
4.1
Invoices are issued monthly in arrears. Payment is due within 30 days of the end of the calendar month in which the invoice is received.
4.2
Invoices must be paid in full by the due date. Optionchain LTD reserves the right to charge interest on overdue amounts at a rate of 8% above the Bank of England base rate per annum, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
4.3
If an invoice is disputed, the Client must notify Optionchain LTD in writing within 5 business days of receipt, setting out the nature of the dispute. Undisputed portions of any invoice must be paid by the due date.
4.4
Optionchain LTD reserves the right to suspend services if payment is not received within 14 days of the due date. The Client will be given reasonable written notice before any suspension takes effect.
4.5
Payment is to be made by BACS transfer to the bank details shown on the invoice. Optionchain LTD accepts no liability for payments made to incorrect details provided by the Client.
5 Ramp-Up Period
5.1
All new engagements include a standard ramp-up period of up to 5 business days from the commencement date. During this period the Consultant will be focused on onboarding, familiarisation with the client environment and establishing working relationships.
5.2
The Client agrees to provide reasonable access to systems, documentation, key stakeholders and project materials during the ramp-up period to enable the Consultant to become effective as quickly as possible.
5.3
The ramp-up period is chargeable at the agreed day rate. Optionchain LTD will aim to minimise this period and begin delivering value as quickly as the client environment allows.
5.4
The Client is responsible for providing all hardware, software, system access, accounts, credentials, licences, VPN configuration, security clearances and any other tools or permissions the Consultant requires to perform the engagement. The Client shall bear any costs associated with provisioning the above.
5.5
All such hardware, software and access requirements must be in place and functioning by the end of the ramp-up period. Any delay or failure by the Client to provide them within this window may extend the ramp-up period, all of which remains chargeable at the agreed day rate, and Optionchain LTD shall not be liable for any consequent delay to delivery.
5.6
Where the Consultant is required to use their own equipment, this will be agreed in writing in advance and the Client remains responsible for providing any client-specific software, system access and connectivity required to perform the work.
6 Notice Period & Termination
6.1
Either party may terminate an ongoing engagement by giving a minimum of 24 hours written notice unless a different notice period has been agreed in the relevant SoW or engagement confirmation.
6.2
Fixed-scope engagements with defined end dates will terminate on the agreed completion date unless extended by mutual written agreement.
6.3
Optionchain LTD may terminate an engagement with immediate effect if the Client materially breaches these terms and fails to remedy the breach within 10 business days of written notice.
6.4
The Client may terminate with immediate effect in the event of serious misconduct by a Consultant. Such instances must be reported to Optionchain LTD leadership immediately and in writing.
6.5
On termination, the Client will pay for all services properly rendered up to and including the termination date. Any prepaid fees for work not yet delivered will be refunded on a pro-rata basis.
7 Escalation
7.1
Optionchain LTD is committed to resolving any issues quickly and professionally. If you have a concern about the quality of service, conduct of a Consultant or any aspect of your engagement, you should raise it in the first instance with your Consultant directly.
7.2
If the issue is not resolved to your satisfaction within 2 business days, or if the matter is not appropriate to raise with the Consultant directly, you may escalate to Optionchain LTD leadership by contacting George White at george.white@optionchain.co.uk.
7.3
All escalated issues will be acknowledged within 1 business day and Optionchain LTD will provide a substantive response or resolution plan within 3 business days of acknowledgement.
7.4
Where an issue cannot be resolved informally, both parties agree to attempt resolution through mediation before pursuing formal legal action.
8 Confidentiality
8.1
Both parties agree to keep confidential all information that is by its nature confidential or is designated as confidential by the other party, including but not limited to project details, business strategies, client data and commercial terms.
8.2
Confidential information must not be disclosed to any third party without the prior written consent of the disclosing party, except where required by law or regulation.
8.3
These obligations continue for a period of 2 years following the end of any engagement.
8.4
Optionchain LTD may reference the Client's name and sector as part of its general track record and marketing unless the Client requests otherwise in writing.
9 Intellectual Property
9.1
Unless otherwise agreed in writing, all deliverables produced specifically for the Client during an engagement become the property of the Client upon receipt of full payment.
9.2
Optionchain LTD retains ownership of any tools, templates, methodologies or pre-existing intellectual property used in the delivery of services. The Client is granted a non-exclusive licence to use such materials for their own internal business purposes.
10 Liability
10.1
Optionchain LTD's total liability to the Client in respect of any engagement — whether in contract, tort or otherwise — will not exceed the total fees paid by the Client for that engagement in the 3 months preceding the claim.
10.2
Optionchain LTD will not be liable for any indirect, consequential or special losses, loss of profits, loss of data or loss of business opportunity arising out of or in connection with any engagement.
10.3
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or any other liability that cannot be excluded by law.
10.4
Optionchain LTD maintains appropriate professional indemnity insurance. Details are available on request.
11 Non-Solicitation
11.1
During any engagement and for a period of 12 months following its conclusion, the Client agrees not to directly employ, engage or solicit any Consultant introduced to them by Optionchain LTD, without Optionchain LTD's prior written consent.
11.2
Where both parties agree to a direct engagement, an introduction fee will be payable to Optionchain LTD at a rate to be agreed at the time.
13 Governing Law
13.1
These terms and all engagements undertaken under them are governed by the laws of England and Wales.
13.2
Any disputes arising out of or in connection with these terms that cannot be resolved by escalation or mediation will be subject to the exclusive jurisdiction of the courts of England and Wales.
13.3
Optionchain LTD reserves the right to update these terms from time to time. Clients will be notified of any material changes. Continued engagement with Optionchain LTD following such notice constitutes acceptance of the updated terms.