These Terms of Business govern the business relationship between Operational Software Limited (“Operational Software”, “we”, “us”) for the client (“you”). They should be read together with our current Fees, which explains how our fees are calculated and charged.
1. Our Services
We provide custom software design, development, hosting, maintenance, consultancy and ongoing support built around our Operational Core platform. The exact work we deliver for you may be agreed verbally or in writing, usually through a ticket-based request.
2. Fees and Payment
- All fees are charged in accordance with our Fees as updated from time to time and applicable at the time when the relevant services are provided.
- Our invoices are payable within 14 days unless otherwise agreed in writing.
- If a payment becomes overdue, we may pause work or suspend access to hosted services until the account is brought up to date.
- All prices are exclusive of VAT, and we reserve the right to add VAT to our invoices.
3. Custom Development
Custom Development Fees apply to new features, enhancements to existing features, integrations, and automations, as outlined in Fees. We prefer to structure work into small, well-defined tickets so that delivery is iterative, risk is reduced, and progress aligns with continuous improvement. If required, we will estimate the effort involved in advance.
Bug fixes to features we have previously delivered are covered under your Custom Code Maintenance Retainer.
4. Operational Core Partnership Contribution
The Operational Core Partnership Contribution Fee applies monthly, based on your monthly active users. This contribution helps support platform development, maintenance, patching, and long-term stability.
5. Hosting and Infrastructure
Unless agreed otherwise, we will provide managed hosting and will operate and maintain the hosting environments required by your production application and staging (testing) application as described in Fees.
6. Service Levels and Support
If you purchase our Service Level Agreement (SLA), you will receive support within the response and resolution times stated in Fees. Without an SLA, support is charged at our standard hourly rate as specified in Fees.
7. Your Responsibilities
You agree to:
- provide accurate and timely information needed for development and support
- ensure appropriate use of the system by your staff
- maintain any on-premise systems (such as ERP servers) that your software integrates with
- keep your login details secure
- provide and maintain any programmatic access (including API keys, service accounts, VPN credentials or equivalent) required for integrations with your on-premise or third-party systems
8. Intellectual Property
Operational Core is developed and maintained by us and is licensed under the GNU General Public License v3.0 (GPL-3.0). Nothing in these Terms alters the rights and obligations set out in that licence.
When we develop a private, customised fork of Operational Core for you:
- you are granted, to the fullest extent permitted under GPL-3.0, broad rights to use, run, and modify your private fork within your organisation for your internal business purposes
- you may continue using and modifying your private fork indefinitely, including after termination, provided you comply with GPL-3.0
- your rights do not include selling, sub-licensing, commercially redistributing, or offering the software as a service to third parties unless we agree otherwise in writing
For clarity, your private fork includes all custom code we create specifically for you, and you may treat that custom code as if you “own” it for your internal commercial use—meaning you may continue using, reviewing, and adapting it without restriction, subject only to the GPL-3.0 licence that applies to the underlying Operational Core.
During the development of your private fork, we may use our own proprietary tools, libraries, modules, deployment processes, and development methodologies (“Proprietary IP”). Our Proprietary IP remains our exclusive property and is not transferred to you.
9. Data Protection
We handle personal data in accordance with UK data protection law. Where hosting is provided, your data is stored in the UK. Each party agrees to comply with applicable data protection obligations.
10. Liability
We will provide our services with reasonable care and skill. Our liability to you is limited to the total amount paid by you to us in the preceding one month, except where liability cannot legally be limited.
11. Termination
Either party may terminate the relationship by giving 30 days’ written notice. All fees up to the termination date remain payable. Upon termination, we will provide you with either a final database export or support the handover of hosting to a suitably competent person at the consultancy rate in Fees.
12. Changes to Fees
We may update our Fees from time to time. We will give you at least 30 days’ notice of any increase to ongoing monthly fees.
13. Governing Law
These terms are governed by the laws of England and Wales, and any disputes will be handled by the courts of England and Wales.