1. Introduction
2. Definitions
4. Website Use
5. Services
6. Bookings & Contract Formation
7. Payments
9. Artificial Intelligence & Professional Judgement
10. Confidentiality
12. Data Protection & Privacy Policy
13. Testimonials, Photography & Recording
14. Disclaimers
16. Force Majeure
17. Insurance
19. Complaints & Dispute Resolution
21. Governing Law & Jurisdiction
22. Contact Details
Schedule 1. Public Events & Workshops
Schedule 2. AI OS Labs, AI OS Sprints & Transformation Programmes
Schedule 3. Advisory Services
Schedule 4. AI-native Business Operating System Scorecard
1.1. About These Terms
1.1.1. These Terms & Conditions (“Terms”) govern access to and use of the Orbflo website, together with any products, services, workshops, advisory engagements, transformation programmes, assessments and other offerings provided by AV Ventures Limited, trading as Orbflo (“Orbflo”, “we”, “our” or “us”).
1.1.2. These Terms establish the legal relationship between Orbflo and any individual, organisation or representative (“you” or “your”) who:
a. visits our Website;
b. completes our AI-native Business Operating System Scorecard;
c. subscribes to our newsletter;
d. downloads any resource;
e. books a workshop or event;
f. purchases consulting or advisory services;
g. engages Orbflo to deliver transformation programmes;h. attends any training or speaking engagement;
i. purchases any future memberships, subscriptions, digital resources or online learning products; or
j. otherwise interacts with Orbflo or any of our Services.
1.1.3. These Terms should be read alongside our Privacy Policy and Cookie Policy, which explain how we collect, process and protect personal information.
1.1.4. Where a separate written agreement, Master Services Agreement, Statement of Work, Proposal or Engagement Letter has been signed between Orbflo and a Client, that agreement shall prevail over these Terms to the extent of any inconsistency.
1.2. About Orbflo
1.2.1. Orbflo is a trading name of AV Ventures Limited, a company incorporated in England and Wales.
1.2.2. Our registered details are:
Company Name: AV Ventures Limited
Trading Name: Orbflo
Company Number: 16155163
1.2.3. For legal, contractual or privacy-related enquiries you may contact us at: hello@orbflo.com
1.3 Purpose of the Website
1.3.1. The Website has been created to provide information about Orbflo and its Services, facilitate bookings and enquiries, deliver business assessments, publish educational content and enable visitors to engage with Orbflo.
1.3.2. Nothing contained on the Website constitutes an offer capable of immediate acceptance unless expressly stated. Publication of information on the Website does not oblige Orbflo to enter into any contract.
2.1 Interpretation
2.1.1. Unless the context otherwise requires:
a. headings are included for convenience only and do not affect interpretation;
b. references to legislation include any amendments or replacements;
c. words importing the singular include the plural and vice versa;
d. references to a person include companies, partnerships and other legal entities;
e. references to writing include electronic communications.
2.2. Definitions
For the purposes of these Terms:
2.2.1. AI: Artificial Intelligence technologies used by Orbflo to assist with research, drafting, analysis, reporting, workflow design and operational recommendations.
2.2.2. AI-native Business Operating System: The methodologies, frameworks, operating models, diagnostics, systems, intellectual property and transformation approaches developed and owned by Orbflo to help organisations redesign how they operate in the AI era.
2.2.3. AI-native Business Operating System Scorecard: The online assessment provided by Orbflo to evaluate aspects of an organisation’s operating model and generate personalised insights and recommendations.
2.2.4. Background Intellectual Property: All intellectual property, methodologies, frameworks, software, documents, templates, know-how, processes, operating models and materials owned or developed by Orbflo before or independently of any Client engagement.
2.2.5. Business Day: Any day other than a Saturday, Sunday or public holiday in England.
2.2.6. Client: Any individual, company, organisation or authorised representative purchasing or receiving Services from Orbflo.
2.2.7. Confidential Information: All non-public commercial, operational, financial, technical or strategic information disclosed by either party, whether orally, visually or in writing, including but not limited to business processes, employee information, pricing, customer information, financial data, operating procedures, software, reports, proposals, presentations, AI workflows and transformation plans.
2.2.8. Consumer: An individual acting for purposes wholly or mainly outside their trade, business, craft or profession.
2.2.9. Deliverables: Any reports, documentation, recommendations, presentations, transformation plans, workshop outputs or other materials produced by Orbflo as part of the Services.
2.2.10. Enterprise Client: A Client purchasing Services on behalf of a business, organisation or public sector body under a commercial agreement.
2.2.11. Services: All current and future products and services offered by Orbflo, including workshops, AI OS Labs, AI OS Sprints, transformation programmes, advisory services, consulting, training, executive coaching, keynote speaking, digital resources, memberships, subscriptions, online courses, templates and assessments.
2.2.12. Website: The Orbflo website together with any associated landing pages, portals and digital platforms operated by Orbflo.
3.1. Acceptance
3.1.1. By accessing or using the Website, purchasing any Services, completing the AI-native Business Operating System Scorecard, registering for an event or otherwise engaging with Orbflo, you acknowledge that you have read, understood and agree to be legally bound by these Terms.
3.1.2. If you do not agree to these Terms, you must not use the Website or purchase any Services.
3.2. Authority
3.2.1. If you accept these Terms on behalf of an organisation, you warrant that you have the authority to legally bind that organisation.
3.2.2. If you do not have such authority, you must not accept these Terms on behalf of that organisation.
3.3. Updates
3.3.1. Orbflo may amend these Terms from time to time to reflect changes in legislation, business operations, technology or Services.
3.3.2. The latest version will always be published on the Website together with its effective date.
3.3.3. Material changes will, where reasonably practicable, be communicated in advance.
3.3.4. Continued use of the Website or Services following publication of revised Terms constitutes acceptance of those revisions.
4.1. Eligibility
4.1.1. The Website and Services are intended solely for individuals aged 18 years or over.
4.1.2. By using the Website you confirm that:
a. you are at least 18 years of age;
b. you have legal capacity to enter into binding agreements;
c. all information provided by you is accurate, complete and up to date.
4.2. Permitted Use
4.2.1. You may access and use the Website only for lawful purposes and in accordance with these Terms.
4.2.2 You agree not to:
a. use the Website for unlawful or fraudulent purposes;
b. upload malicious code, viruses or harmful software;
c. attempt to gain unauthorised access to any systems or data;
d. interfere with the operation, security or availability of the Website;
e. scrape, harvest or extract Website content through automated means without our prior written consent;
f. reproduce, copy or commercialise Website content except as expressly permitted under these Terms;
g. use Orbflo’s proprietary content, methodologies or materials to train artificial intelligence models without our prior written consent;
h. impersonate another person or misrepresent your identity; or
i. use the Website in any way that could damage Orbflo’s reputation or infringe the rights of others.
5.1. Overview
5.1.1. Orbflo provides strategic advisory, consulting, education and transformation services designed to help organisations redesign how they operate in the AI era through the development and implementation of AI-native Business Operating Systems.
5.1.2. Our Services are intended primarily for founders, business owners, leadership teams, operators and organisations seeking to improve operational effectiveness, organisational performance and the responsible adoption of Artificial Intelligence.
5.1.3. Our Services may include, but are not limited to:
a. the AI-native Business Operating System Scorecard;
b. public workshops;
c. private workshops;
d. AI Operating System Labs;
e. AI Operating System Sprints;
f. transformation programmes;
g. strategic advisory services;
h. consulting engagements;
i. executive coaching;
j. keynote speaking;
k. facilitation services;
l. digital resources;
m. downloadable templates;n. online courses;
o. memberships;
p. subscriptions; and
q. any future products or services introduced by Orbflo.
5.2. Nature of the Services
5.2.1. Unless expressly agreed otherwise in writing, all Services are provided on a professional services basis.
5.2.2. The scope of each engagement shall be defined by one or more of the following:
a. a Proposal;
b. a Statement of Work;
c. a booking confirmation;
d. an invoice;
e. an event registration;
f. a purchase confirmation;
g. these Terms; or
h. another written agreement between the parties.
5.2.3. No two client engagements are identical. Deliverables, duration, workshops, advisory support and transformation activities may differ depending on the agreed scope.
5.3. Future Services
5.3.1. Orbflo may introduce additional Services from time to time.
5.3.2. Unless expressly stated otherwise, these Terms shall automatically apply to all future Services.
5.4. Service Availability
5.4.1. All Services are offered subject to availability.
5.4.2. Publication of a Service on the Website does not constitute a legally binding offer.
5.4.3. Orbflo reserves the right to:
a. withdraw any Service;
b. modify any Service;
c. discontinue any Service;
d. limit availability;
e. refuse a booking where appropriate;
without liability, provided any applicable refund obligations are honoured.
5.5. Continuous Improvement
5.5.1. Because the fields of Artificial Intelligence, organisational design and business transformation evolve rapidly, Orbflo continually develops and improves its methodologies.
5.5.2. We reserve the right to update:
a. frameworks;
b. workshop materials;
c. scorecards;
d. reports;
e. methodologies;
f. templates;
g. recommendations;
where we reasonably believe doing so improves the quality of our Servicess
6.1 General
6.1.1. Information presented on the Website is an invitation to enquire about or purchase Services and does not constitute a legally binding offer.
6.1.2. A legally binding contract is formed only when Orbflo accepts a booking in accordance with this Article.
6.2. Public Workshops
6.2.1. Bookings for public workshops may be made through approved third-party booking platforms, including Luma, Eventbrite, or through another booking method specified by Orbflo.
6.2.2. A booking is accepted when:a. payment has been successfully received; andb. Orbflo issues a booking confirmation.
6.3. Private Engagements
6.3.1. Private workshops, AI OS Labs, AI OS Sprints, transformation programmes and advisory engagements generally begin with a Proposal or Statement of Work.
6.3.2. A contract shall be formed when one or more of the following occurs:
a. the Client signs a Proposal;
b. the Client accepts a Statement of Work;
c. the Client confirms acceptance in writing;
d. the agreed deposit has been received;e. Orbflo commences delivery at the Client’s request.
6.4. Information Provided
6.4.1. The Client is responsible for ensuring that all booking information supplied is accurate.
6.4.2. Orbflo shall not be responsible for delays or additional costs arising from inaccurate or incomplete information supplied by the Client.
6.5. Refusal of Bookings
6.5.1. Orbflo reserves the right to decline any booking where it reasonably believes that:
a. the engagement would create a conflict of interest;
b. the Client has previously breached these Terms;
c. payment has not been received;
d. the requested Services fall outside our expertise;
e. abusive or inappropriate behaviour has occurred;
f. delivery would be unlawful or unethical.
6.5.2. Where a booking is declined after payment has been received, Orbflo shall refund any sums paid unless otherwise permitted by these Terms.
6.6. Third-Party Platforms
6.6.1. Bookings, registrations and assessments may be facilitated using third-party platforms including:
a. Luma;
b. Typeform;
c. HubSpot;
d. Stripe; or
e. other platforms introduced by Orbflo.
6.6.2. Use of these platforms may also be subject to their respective terms and privacy policies.
7.1. General
7.1.1. Fees for Services shall be communicated through the Website, a Proposal, quotation, invoice, Statement of Work or other written agreement.
7.1.2. Unless expressly stated otherwise, all prices are exclusive of VAT and any applicable taxes.
7.1.3. The Client is responsible for paying any applicable taxes required by law.
7.2. Accepted Payment Methods
7.2.1. Payments may be made using:a. Stripe;b. bank transfer;c. other payment methods approved by Orbflo.
7.2.2. Orbflo does not store payment card information.
7.3. Deposits
7.3.1. Certain Services require payment of a deposit before work commences.
7.3.2. Deposits secure delivery capacity and enable Orbflo to undertake planning, scheduling, preparation, resource allocation and customisation.
7.3.3. The applicable deposit requirements are set out in the relevant Schedule.
7.4 Invoices
7.4.1. Invoices shall be issued in accordance with the applicable Service Schedule or written agreement.
7.4.2. Unless otherwise agreed in writing, invoices are payable within the period specified on the invoice.
7.5. Late Payment
7.5.1. Where payment is not received by the due date, Orbflo reserves the right to:
a. suspend Services;
b. postpone delivery;
c. withhold Deliverables;
d. suspend access to workshops or programmes;
e. recover reasonable debt recovery costs.
7.5.2. Business Clients may be charged statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable recovery costs permitted by law.
7.6. Expenses
7.6.1. Where agreed in advance, reasonable project expenses may be charged in addition to professional fees.
7.6.2. Such expenses may include:
a. travel;
b. accommodation;
c. venue hire;
d. catering;
e. printing;
f. specialist software;
g. third-party services;
h. other agreed project costs.
7.6.3. All reimbursable expenses shall either:
a. be quoted and approved in advance; or
b. be charged at cost with supporting evidence upon request.
7.7. Currency
7.7.1. Unless otherwise agreed in writing, all fees are payable in Pounds Sterling (GBP).
7.8. Set-Off
7.8.1. The Client shall not withhold, deduct or set off any payment due to Orbflo unless required by law or expressly agreed in writing.
8.1. General Responsibilities
8.1.1. The Client agrees to cooperate with Orbflo in good faith throughout the delivery of the Services.
8.1.2. The Client shall provide all information, documentation, access and assistance reasonably required for Orbflo to perform the Services.
8.1.3. The Client acknowledges that the quality, accuracy and timeliness of the Services depend upon the accuracy and completeness of information provided by the Client.
8.2. Information Provided
8.2.1. The Client warrants that all information supplied to Orbflo is, to the best of its knowledge:a. accurate;b. complete;c. not misleading; andd. lawfully obtained.
8.2.2. Where information changes during an engagement, the Client shall notify Orbflo as soon as reasonably practicable.
8.3. Access
8.3.1. Where required for delivery of the Services, the Client shall provide reasonable access to:
a. relevant stakeholders;b. employees;
c. business documentation;
d. operating procedures;
e. existing technology platforms;
f. systems relevant to the agreed scope.
8.3.2. Orbflo shall only access Client systems to the extent reasonably necessary for delivery of the Services.
8.4. Decision Makers
8.4.1. The Client shall nominate one or more authorised representatives who shall:
a. provide instructions;
b. approve deliverables;
c. coordinate stakeholders;
d. communicate decisions on behalf of the Client.
8.4.2. Unless otherwise notified in writing, Orbflo may rely upon instructions received from the nominated representatives.
8.5. Delays
8.5.1. Where the Client causes delays through:
a. late approvals;
b. unavailable stakeholders;
c. incomplete information;
d. failure to attend scheduled sessions;
e. changes in scope;
Orbflo shall not be responsible for any resulting delay in delivery.
8.5.2. Project timelines may be revised where reasonably necessary.
8.6. Implementation
8.6.1. Unless expressly agreed in writing, Orbflo is responsible for providing strategic advice, recommendations and agreed Deliverables only.
8.6.2. The Client remains solely responsible for implementing recommendations arising from the Services.
8.7. Compliance
8.7.1. The Client remains responsible for ensuring compliance with all applicable:
a. laws;
b. regulations;
c. employment obligations;
d. contractual obligations;
e. industry standards.
8.7.2. Nothing in the Services shall be interpreted as transferring those responsibilities to Orbflo.
9.1. Responsible Use of Artificial Intelligence
9.1.1. Orbflo may use Artificial Intelligence technologies to support the delivery of the Services.
9.1.2. AI may assist with:
a. research;
b. analysis;
c. documentation;
d. drafting;
e. workshop preparation;
f. report generation;
g. operational modelling.
9.2. Human Oversight
9.2.1. Where Artificial Intelligence contributes to the preparation of Deliverables, Orbflo shall maintain meaningful human oversight.
9.2.2. All material recommendations provided to Clients shall be reviewed by an appropriately qualified member of the Orbflo team before delivery.
9.3. Nature of Recommendations
9.3.1. The Services are intended to support informed decision-making.
9.3.2. Recommendations represent professional judgement based upon:
a. information provided by the Client;
b. Orbflo’s methodologies;
c. industry experience;
d. available evidence at the time of delivery.
9.3.3. Recommendations should not be relied upon as the sole basis for any business, financial, legal, regulatory or employment decision.
9.4. No Automated Decision-Making
9.4.1. Orbflo does not make automated business decisions on behalf of Clients.
9.4.2. Final decisions remain entirely the responsibility of the Client.
9.5. AI Limitations
9.5.1. Artificial Intelligence technologies may occasionally produce inaccurate, incomplete or outdated outputs.
9.5.2. Accordingly, Orbflo does not warrant that AI-assisted outputs will always be:
a. complete;
b. error-free;
c. suitable for every circumstance.
9.6. Client Responsibility
9.6.1. The Client shall exercise its own independent judgement before implementing any recommendation.
9.6.2. Where appropriate, the Client should obtain independent legal, financial, tax, regulatory or technical advice before making material business decisions.
9.7. Continuous Improvement
9.7.1. Orbflo continually evaluates and improves the way Artificial Intelligence is incorporated into its Services.
9.7.2. The methodologies, tools and technologies used by Orbflo may evolve over time to reflect developments in technology, regulation and industry best practice.
10.1. Confidential Information
10.1.1. Each party agrees to keep confidential all Confidential Information received from the other party in connection with the Services.
10.1.2. Confidential Information may include, without limitation:
a. business strategies;
b. operating models;
c. financial information;
d. pricing;
e. customer information;
f. employee information;
g. source documentation;
h. business processes;
i. software;
j. technical documentation;
k. commercial plans;
l. reports;
m. proposals;
n. Deliverables.
10.2. Obligations
10.2.1. Each party shall:
a. use Confidential Information solely for the purposes of the engagement;
b. take reasonable steps to protect Confidential Information;
c. restrict disclosure to individuals who require access for the performance of the Services;
d. ensure that such individuals are subject to appropriate confidentiality obligations.
10.3. Permitted Disclosure
10.3.1. Confidential Information may be disclosed where:
a. required by law;
b. required by a court or regulatory authority;
c. disclosure is necessary to professional advisers who are themselves bound by confidentiality obligations;
d. the disclosing party has provided prior written consent.
10.4. Exclusions
10.4.1. The obligations contained in this Article shall not apply to information which:
a. is or becomes publicly available through no fault of the receiving party;
b. was lawfully known before disclosure;
c. is independently developed without use of the Confidential Information;
d. is lawfully obtained from a third party without restriction.
10.5 Security
10.5.1. Orbflo shall implement reasonable organisational and technical measures to safeguard Confidential Information appropriate to the nature of the information received.
10.5.2. Neither party guarantees absolute security, and both acknowledge that no electronic transmission or storage system can be completely secure.
10.6. Duration
10.6.1. The confidentiality obligations contained within this Article shall continue during the engagement and for a period of five (5) years following its termination, except where a longer period is required by law or agreed in writing.
10.6.2. Trade secrets and proprietary methodologies shall remain confidential for so long as they retain their confidential nature under applicable law.
10.7. Return or Destruction
10.7.1. Upon written request, each party shall promptly return or securely destroy Confidential Information belonging to the other party, unless retention is:
a. required by law;
b. required for regulatory compliance;
c. necessary for the establishment, exercise or defence of legal claims;
d. maintained within routine electronic backups that are securely protected and not readily accessible.
11.1 Ownership
11.1.1. All Intellectual Property Rights in the Website, Services and Deliverables remain vested in Orbflo unless expressly agreed otherwise in writing.
11.1.2. Nothing in these Terms transfers ownership of any Intellectual Property Rights from Orbflo to the Client.
11.2. Background Intellectual Property
11.2.1.Orbflo retains exclusive ownership of all Background Intellectual Property, including but not limited to:
a. methodologies;
b. frameworks;
c. operating models;
d. templates;
e. scorecards;
f. workshop materials;
g. training content;
h. reports;
i. software;
j. AI workflows;
k. prompts;
l. playbooks;
m. research;
n. documentation; and
o. know-how.
11.2.2. The Client acquires no ownership rights in Background Intellectual Property through use of the Services.
11.3. Client Intellectual Property
11.3.1. The Client retains ownership of all Intellectual Property provided to Orbflo for the purpose of delivering the Services.
11.3.2. The Client grants Orbflo a non-exclusive, royalty-free licence to use such Intellectual Property solely for the purpose of performing the Services.
11.4. Deliverables
11.4.1. Subject to payment of all fees due, Orbflo grants the Client a non-exclusive, non-transferable licence to use Deliverables internally within the Client’s organisation.
11.4.2. The licence granted under this Article does not permit the Client to:
a. sell Deliverables;
b. sublicense Deliverables;
c. publish Deliverables;
d. redistribute Deliverables outside the Client’s organisation;
e. create competing commercial products based upon Deliverables.
11.5 Restrictions
11.5.1. Unless expressly authorised in writing, the Client shall not:
a. copy substantial portions of Orbflo’s methodologies;
b. reproduce workshop materials;
c. create derivative frameworks;
d. reverse engineer the AI-native Business Operating System methodology;
e. use Orbflo materials to develop competing consulting services;
f. remove copyright notices;
g. claim ownership of Orbflo Intellectual Property.
11.6 Artificial Intelligence
11.6.1. The Client shall not use Orbflo’s proprietary materials, frameworks, reports, prompts, methodologies or documentation to train or fine-tune Artificial Intelligence models without Orbflo’s prior written consent.
11.6.2. This restriction applies to both public and private AI systems.
11.7 Feedback
11.7.1. The Client may provide suggestions, comments or feedback relating to the Services.
11.7.2. Unless otherwise agreed, Orbflo may use such feedback to improve its Services without restriction or additional compensation.
11.8 Survival
11.8.1. This Article shall survive termination of the engagement.
12.1. General
12.1.1. Both parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any successor legislation.
12.2. Privacy Policy
12.2.1. Orbflo’s collection and processing of personal data is described in this Privacy Policy.
12.2.2. The Privacy Policy explains:
a. what information we collect;
b. why we collect it;c. how long we retain it;
d. who we share it with;
e. the rights available to individuals.
12.3. Data Collected
12.3.1. Depending upon the Services used, Orbflo may collect:
a. contact details;
b. company information;
c. booking information;
d. payment information;
e. workshop attendance information;
f. scorecard responses;
g. communication preferences;
h. technical usage data.
12.4. Third-Party Providers
12.4.1. Orbflo uses carefully selected third-party service providers to deliver aspects of the Services.
12.4.2. These providers may include:
a. HubSpot;
b. Typeform;
c. Stripe;
d. Luma;
e. Google Analytics;
f. Google Tag Manager;
g. Webflow,
h. Others.
12.4.3. Orbflo may replace or introduce equivalent providers from time to time where reasonably necessary.
12.5. Marketing
12.5.1. Where permitted by law and in accordance with your preferences, Orbflo may send communications relating to:
a. workshops;
b. educational resources;
c. insights;
d. events;
e. products;
f. services.
12.5.2. Recipients may unsubscribe from marketing communications at any time.
12.6. Security
12.6.1. Orbflo shall implement appropriate organisational and technical measures designed to protect personal data against unauthorised access, loss or disclosure.
12.6.2. No electronic system can be guaranteed to be completely secure.
12.7. International Transfers
12.7.1. Where personal data is transferred outside the United Kingdom, Orbflo shall ensure appropriate safeguards are implemented in accordance with applicable law.
12.8. Retention
12.8.1. Personal data shall be retained only for as long as reasonably necessary for:
a. providing the Services;
b. complying with legal obligations;
c. resolving disputes;
d. protecting Orbflo’s legitimate business interests.
13.1 Testimonials
13.1.1. Orbflo may request testimonials from Clients following completion of the Services.
13.1.2. Testimonials shall only be published with the Client’s prior written consent.
13.2. Client Logos
13.2.1. Orbflo shall not use a Client’s name, logo or branding for promotional purposes without the Client’s prior written consent.
13.3. Case Studies
13.3.1. Where agreed in writing, Orbflo may prepare case studies describing the outcomes of an engagement.
13.3.2. Case studies may include:
a. objectives;
b. challenges;
c. methodologies;
d. outcomes;
e. lessons learned.
13.3.3. Confidential Information shall not be disclosed without the Client’s prior written consent.
13.4. Photography
13.4.1. Photographs or video recordings may be taken during public events for:
a. quality assurance;
b. internal training;
c. marketing;d. promotional purposes.
13.4.2. Attendees who do not wish to appear should notify Orbflo before the event begins.
13.4.3. Orbflo shall use reasonable efforts to respect such requests but cannot guarantee exclusion from incidental group photography.
13.5 Recording
13.5.1. Participants must not record workshops, training sessions or other Services without Orbflo’s prior written consent.
13.5.2. Reasonable personal notes may be taken for internal business purposes.
13.6 Copyright Notices
13.6.1. Where recordings or authorised copies of materials are provided, all copyright notices, trademarks and proprietary notices must remain intact.
13.6.2. The Client shall not remove, obscure or alter any proprietary notices displayed on Orbflo materials.
14.1. General Disclaimer
14.1.1. Orbflo provides strategic advisory, consulting, education, training and transformation services using reasonable skill, care and professional judgement.
14.1.2. Unless expressly agreed otherwise in writing, all Services are provided on a reasonable endeavours basis.
14.1.3. The Client acknowledges that the Services are intended to support informed decision-making and organisational improvement rather than guarantee any particular outcome.
14.2. No Guarantee of Results
14.2.1. Orbflo does not warrant or guarantee that the Services will result in:
a. increased revenue;
b. increased profitability;
c. increased productivity;
d. operational efficiencies;
e. successful AI implementation;
f. regulatory compliance;
g. business growth;
h. investment outcomes; or
i. any other specific commercial result.
14.2.2. Business outcomes depend upon numerous factors beyond Orbflo’s reasonable control, including the Client’s implementation, leadership decisions, organisational capability, market conditions and third-party actions.
14.3. Professional Advice
14.3.1. Unless expressly agreed in writing, the Services do not constitute:
a. legal advice;
b. financial advice;
c. accounting advice;
d. tax advice;
e. investment advice;
f. employment law advice;
g. regulatory advice.
14.3.2. Where specialist advice is required, the Client should seek advice from an appropriately qualified professional.
14.4. Educational Content
14.4.1. Articles, reports, presentations, workshops, scorecards, templates and educational materials published by Orbflo are provided for general informational purposes only.
14.4.2. Such materials should not be relied upon as a substitute for professional advice specific to the Client’s circumstances.
14.5 AI Outputs
14.5.1. Artificial Intelligence may assist in preparing reports, recommendations and supporting documentation.
14.5.2. Although all material outputs are subject to human oversight, AI technologies remain probabilistic and may occasionally generate inaccurate, incomplete or outdated information.
14.5.3. The Client remains responsible for verifying information before relying upon it in business operations.
14.6. No Reliance
14.6.1. The Client acknowledges that, in entering into these Terms or purchasing any Services, it has not relied upon any representation, warranty, statement or promise made by Orbflo other than those expressly set out within:
a. these Terms;
b. an accepted Proposal;
c. a Statement of Work;
d. another written agreement signed by both parties.
14.6.2. Nothing in this Article excludes liability for fraudulent misrepresentation.
15.1. General
15.1.1. Nothing in these Terms excludes or limits any liability which cannot lawfully be excluded or limited under the laws of England and Wales.
15.1.2. Subject to Clause 15.1.1, Orbflo’s liability shall be limited in accordance with this Article.
15.2. Excluded Losses
15.2.1. To the fullest extent permitted by law, Orbflo shall not be liable for any indirect or consequential loss arising from the Services.
15.2.2. This includes, without limitation:
a. loss of profit;
b. loss of revenue;
c. loss of anticipated savings;
d. loss of business opportunity;
e. loss of contracts;
f. loss of goodwill;
g. reputational damage;
h. business interruption;
i. wasted management time;
j. loss of data, except where caused by Orbflo’s breach of applicable data protection law.
15.3. Maximum Liability
15.3.1. Subject to Clause 15.1.1, Orbflo’s total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client for the relevant Services during the twelve (12) months immediately preceding the event giving rise to the claim.
15.3.2. Where the engagement relates to a one-off project, Orbflo’s liability shall not exceed the total fees paid for that project.
15.4. Client Decisions
15.4.1. The Client accepts sole responsibility for:
a. implementation decisions;
b. operational decisions;
c. financial decisions;
d. employment decisions;
e. technology procurement decisions;
f. AI adoption decisions;
g. compliance decisions.
15.4.2. Orbflo shall not be liable for losses arising from decisions made by the Client based upon the Services.
15.5. Third-Party Providers
15.5.1. Orbflo may recommend or integrate third-party products or services.
15.5.2. Unless expressly agreed otherwise in writing, Orbflo accepts no responsibility for the performance, security or availability of third-party products or services.
15.6. Website
15.6.1. The Website is provided on an “as available” basis.
15.6.2. Except where required by law, Orbflo makes no warranty that the Website shall be:
a. uninterrupted;
b. error-free;
c. continuously available;
d. compatible with every device or browser.
15.7. Consumer Rights
15.7.1. Nothing in these Terms affects any statutory rights available to Consumers under applicable law.
16.1. Definition
16.1.1. Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
16.1.2. Such circumstances may include, without limitation:
a. acts of God;
b. severe weather;
c. flood;
d. fire;
e. epidemic or pandemic;
f. government action;
g. war;
h. terrorism;
i. civil unrest;
j. industrial disputes;
k. transport disruption;
l. power failure;
m. internet or telecommunications outages;
n. cyber attacks;
o. venue closures;
p. supplier failures;
q. serious illness or incapacity of key personnel.
16.2. Notification
16.2.1. The affected party shall notify the other party as soon as reasonably practicable after becoming aware of the Force Majeure event.
16.2.2. The notification shall include, where reasonably possible:
a. the nature of the event;
b. its anticipated impact;
c. the expected duration;
d. any proposed mitigation measures.
16.3. Suspension of Obligations
16.3.1. Obligations affected by the Force Majeure event shall be suspended for the duration of the event.
16.3.2. The affected party shall use reasonable endeavours to minimise the impact of the Force Majeure event.
16.4. Alternative Delivery
16.4.1. Where reasonably practicable, Orbflo may:
a. reschedule delivery;
b. provide remote delivery;
c. substitute facilitators;
d. agree revised project timelines.
16.5 Prolonged Force Majeure
16.5.1. Where a Force Majeure event continues for more than sixty (60) consecutive days and materially prevents delivery of the Services, either party may terminate the affected engagement by written notice.
16.5.2. The Client shall remain liable for all Services properly performed and costs reasonably incurred prior to the date of termination.
17.1. Insurance
17.1.1. Orbflo shall maintain appropriate business insurance appropriate to the nature of the Services provided.
17.1.2. Nothing within these Terms shall be interpreted as extending the benefit of Orbflo’s insurance policies to the Client.
17.1.3. The Client remains responsible for maintaining insurance appropriate to its business, operations and activities.
18.1. Suspension by Orbflo
18.1.1. Orbflo may suspend the performance of all or part of the Services where the Client:
a. fails to make payment when due;
b. materially breaches these Terms;
c. prevents or delays delivery of the Services;
d. behaves abusively, unlawfully or unreasonably towards Orbflo personnel;
e. provides materially inaccurate or misleading information;
f. requests activities that are unlawful or unethical.
18.1.2. Where reasonably practicable, Orbflo shall provide written notice before suspending the Services.
18.2. Immediate Termination
18.2.1. Either party may terminate an engagement immediately by written notice where the other party:
a. commits a material breach of these Terms which is incapable of remedy;
b. commits a material breach capable of remedy but fails to remedy it within fourteen (14) days of receiving written notice;
c. enters liquidation or administration;
d. ceases trading;
e. becomes insolvent;
f. commits fraud or dishonest conduct;
g. acts unlawfully in connection with the Services.
18.3. Termination for Convenience
18.3.1. Where the applicable Schedule permits termination by notice, either party may terminate the engagement by providing the required written notice.
18.3.2. Termination under this clause shall not affect any rights or obligations accrued prior to termination.
18.4. Consequences of Termination
18.4.1. Upon termination:a. all unpaid invoices shall immediately become payable in accordance with their existing payment terms;
b. Orbflo shall cease providing the Services unless otherwise agreed;
c. each party shall return or destroy Confidential Information in accordance with Article 10;
d. licences granted under these Terms shall terminate except where expressly stated otherwise.
18.4.2. Termination shall not affect any Articles intended to survive termination, including:
a. Confidentiality;
b. Intellectual Property;
c. Limitation of Liability;
d. Governing Law;
e. Payment obligations;
f. Dispute Resolution.
19.1. Complaints
19.1.1. Orbflo is committed to delivering Services of a high professional standard.
19.1.2. If a Client is dissatisfied with any aspect of the Services, they should notify Orbflo in writing as soon as reasonably practicable.
19.1.3. The written complaint should include:
a. the nature of the complaint;
b. relevant supporting information;
c. the outcome sought.
19.2. Resolution Process
19.2.1. Orbflo shall acknowledge receipt of the complaint within a reasonable period.
19.2.2. Both parties agree to work together in good faith to resolve the matter informally before commencing legal proceedings.
19.3. Escalation
19.3.1. Where a complaint cannot be resolved through informal discussions, the parties shall endeavour to resolve the dispute through senior representatives before commencing litigation.
19.3.2. Nothing within this Article prevents either party from seeking urgent injunctive relief where necessary to protect its legitimate interests.
20.1. Entire Agreement
20.1.1. These Terms, together with any applicable Proposal, Statement of Work, Engagement Letter, Schedule and Privacy Policy, constitute the entire agreement between the parties relating to the Services.
20.1.2. They supersede all previous discussions, correspondence, proposals and understandings relating to the same subject matter.
20.2. Variation
20.2.1. No variation to these Terms shall be effective unless agreed in writing by Orbflo.
20.2.2. Service-specific variations agreed in writing shall apply only to the relevant engagement.
20.3. Assignment
20.3.1. The Client may not assign, transfer or subcontract its rights or obligations under these Terms without Orbflo’s prior written consent.
20.3.2. Orbflo may assign or transfer its rights or obligations to:
a. a group company;
b. a successor business;
c. a purchaser of substantially all of its business assets,provided such assignment does not materially reduce the standard of the Services.
20.4. Subcontracting
20.4.1. Orbflo may engage suitably qualified employees, contractors or specialist consultants to assist in delivering the Services.
20.4.2. Orbflo shall remain responsible for the performance of the Services.
20.5. Waiver
20.5.1. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.
20.6. Severability
20.6.1. If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions shall remain in full force and effect.
20.6.2. The invalid provision shall, where possible, be interpreted so as to give effect to its commercial purpose.
20.7. Third Party Rights
20.7.1. Except as expressly provided, no person who is not a party to these Terms shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
20.8. Notices
20.8.1. Any notice required under these Terms shall be given in writing.
20.8.2. Notices may be delivered:
a. by email;
b. by first-class post;
c. by courier.
20.8.3. A notice shall be deemed received:
a. if delivered by email, on the next Business Day after transmission, provided no delivery failure notification is received;
b. if sent by first-class post, two (2) Business Days after posting;
c. if delivered by courier, on the date recorded as delivered.
20.9. Relationship of the Parties
20.9.1. Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between the parties.
20.10. Electronic Signatures
20.10.1. The parties agree that electronic signatures, electronic acceptance and electronic communications may be used to enter into legally binding agreements relating to the Services.
21.1. Governing Law
21.1.1. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.
21.2. Jurisdiction
21.2.1. Subject to any mandatory rights available to Consumers under applicable law, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms.
22.1. Company Information
22.1.1. These Terms are issued by: AV Ventures Limited, trading as Orbflo with the company Number: 16155163
22.1.2. General, legal, contractual and privacy enquiries contact: hello@orbflo.com
S1.1. Scope
S1.1.1. This Schedule applies to all publicly available events organised or delivered by Orbflo, including but not limited to:
a. workshops;
b. masterclasses;
c. executive briefings;
d. AI-native Business Operating System Labs offered to the general public;
e. seminars;
f. networking events;
g. conferences;
h. webinars;
i. virtual events;
j. hybrid events; and
k. any similar public learning experience organised by Orbflo.
S1.1.2. This Schedule should be read together with the main Terms & Conditions.Where any conflict exists between this Schedule and the main Terms, this Schedule shall take precedence in relation to Public Events.
S1.2. Registration
S1.2.1. Registrations may be completed through:
a. Luma;
b. Stripe Payment Links;
c. another approved booking platform;
d. directly through Orbflo.
S1.2.2. A place at an event is not guaranteed until:
a. payment has been successfully received; and
b. Orbflo has issued a booking confirmation.
S1.2.3. Where an event reaches capacity, Orbflo reserves the right to maintain a waiting list.
S1.3 Pricing
S1.3.1. The applicable fee for each event shall be displayed at the time of booking.
S1.3.2. Unless otherwise stated, prices:
a. apply per attendee;
b. exclude travel and accommodation;
c. exclude any optional expenses not expressly included.
S1.4. Payment
S1.4.1. Full payment is required before attendance is confirmed.
S1.4.2. Failure to complete payment may result in cancellation of the reservation.
S1.5 Cancellation by the Attendee
S1.5.1. More than 30 Days Before the Event: Where written notice is received more than thirty (30) calendar days before the scheduled event date, the attendee may choose either:a. a full refund of all fees paid; orb. a transfer to another eligible Orbflo public event within twelve (12) months.
S1.5.2. Between 15 and 30 Days: Where written notice is received between fifteen (15) and thirty (30) calendar days before the event, the attendee may choose either:a. a refund of seventy-five percent (75%) of the event fee; orb. a transfer to another eligible event within twelve (12) months.
S1.5.3. Between 7 and 14 Days: Where written notice is received between seven (7) and fourteen (14) calendar days before the event, the attendee may choose either:a. a refund of fifty percent (50%) of the event fee; orb. a transfer to another eligible event within twelve (12) months.
S1.5.4. Less than 7 Days: Where cancellation is received fewer than seven (7) calendar days before the event:a. no refund shall be payable;b. the attendee may transfer their booking once to another eligible public event taking place within twelve (12) months, subject to availability.
S1.6. Transfer Policy
S1.6.1. Each booking includes one complimentary transfer.
S1.6.2. Transferred bookings must be used within twelve (12) months of the original event.
S1.6.3. Additional transfer requests may be accepted at Orbflo’s sole discretion and may incur an administration fee.
S1.6.4. Transfers are subject to available capacity.
S1.7. Substitute Attendees
S1.7.1. Bookings may be transferred to another individual from the same or a different organisation.
S1.7.2. Substitute attendees must be notified to Orbflo no later than forty-eight (48) hours before the event.
S1.7.3. No additional fee shall apply for a single attendee substitution.
S1.8. Cancellation or Rescheduling by Orbflo
S1.8.1. Orbflo reserves the right to postpone or cancel an event where reasonably necessary. Reasons may include, but are not limited to:
a. insufficient registrations;
b. venue issues;
c. facilitator illness;
d. severe weather;
e. travel disruption;
f. government restrictions;
g. force majeure;
h. circumstances outside Orbflo’s reasonable control.
S1.8.2. Where Orbflo cancels an event, attendees may choose:
a. a full refund; or
b. transfer to another available event.
S1.8.3. Orbflo shall not be responsible for:
a. travel costs;
b. accommodation costs;
c. loss of earnings;
d. indirect or consequential losses arising from cancellation or postponement.
S1.9 Minimum Attendance
S1.9.1. Certain events require a minimum number of attendees in order to proceed.
S1.9.2. Where minimum attendance has not been achieved, Orbflo may postpone or cancel the event.
S1.10 Attendance
S1.10.1. Attendees are expected to:
a. behave respectfully;
b. contribute constructively;
c. comply with venue rules;
d. follow any reasonable instructions provided by Orbflo.
S1.10.2. Orbflo reserves the right to remove any attendee whose behaviour is:
a. abusive;
b. threatening;
c. discriminatory;
d. intoxicated;
e. disruptive;
f. unlawful.
S1.10.3. Removal under this clause shall not entitle the attendee to any refund.
S1.11. Recording
S1.11.1. Unless expressly authorised in writing by Orbflo, attendees must not:
a. record;
b. livestream;
c. photograph presentation materials for redistribution;
d. reproduce workshop content.
S1.11.2. Participants may make reasonable handwritten or digital notes for their own internal use.
S1.12. Photography & Media
S1.12.1. Orbflo may photograph or record public events for:
a. quality assurance;
b. training;c. marketing;
d. promotional purposes.
S1.12.2. Attendees who prefer not to appear in photographs or recordings should notify Orbflo before the event commences.
S1.12.3. Orbflo will use reasonable efforts to respect such requests but cannot guarantee exclusion from incidental group photography.
S1.13. Accessibility
S1.13.1. Orbflo is committed to making public events as accessible as reasonably practicable.
S1.13.2. Attendees requiring reasonable adjustments should notify Orbflo as early as possible before the event so appropriate arrangements can be considered.
S1.14 Personal Property
S1.14.1. Attendees remain responsible for their personal belongings at all times.
S1.14.2. Orbflo accepts no responsibility for the loss, theft or damage of personal property brought to an event.
S1.15. Health & Safety
S1.15.1. Attendees agree to comply with all reasonable health and safety instructions issued by Orbflo or the venue.
S1.15.2. Where an attendee’s conduct presents a material risk to the health or safety of others, Orbflo may refuse entry or require the attendee to leave the event without refund.
S2.1. Scope
S2.1.1. This Schedule applies to all private and organisation-specific engagements delivered by Orbflo, including but not limited to:
a. AI-native Business Operating System Labs;
b. AI OS Sprints;
c. Transformation Programmes;
d. Executive Workshops;e. Leadership Team Workshops;
f. Strategy Facilitation;g. Organisational Design engagements;h. Process Redesign engagements;
i. AI workflow transformation programmes; and
j. any substantially similar transformation or implementation engagement delivered by Orbflo.
S2.1.2. This Schedule should be read together with the main Terms & Conditions.Where any conflict exists, this Schedule shall prevail in relation to these Services.
S2.2 Scope of Engagement
S2.2.1. Each engagement shall be governed by:
a. an accepted Proposal;
b. a Statement of Work;
c. an Engagement Letter;
d. a signed quotation;
e. these Terms; or
f. another written agreement between the parties.
S2.2.2. The agreed scope shall define, where applicable:
a. objectives;
b. deliverables;
c. workshop sessions;
d. duration;
e. milestones;
f. participants;
g. assumptions;
h. project timeline; and
i. commercial terms.
S2.2.3. Any work requested outside the agreed scope may require a separate quotation or written variation.
S2.3. Booking Confirmation
S2.3.1. An engagement shall be deemed confirmed when:
a. the Proposal or Statement of Work has been accepted; and
b. the agreed deposit has been received.
S2.3.2. Orbflo is under no obligation to reserve delivery dates until both requirements have been satisfied.
S2.4. Deposits
S2.4.1. A deposit equal to fifty percent (50%) of the total programme fee is payable to confirm the booking unless otherwise agreed in writing.
S2.4.2. The deposit enables Orbflo to:
a. reserve delivery capacity;
b. allocate consultants and facilitators;
c. commence discovery activities;
d. undertake planning;
e. customise materials;
f. schedule workshops;
g. prepare project documentation; and
h. commit internal resources.
S2.4.3. Once planning activities have commenced, the deposit becomes non-refundable except where otherwise agreed in writing.
S2.5. Remaining Fees
S2.5.1. Unless otherwise agreed in writing, the remaining fifty percent (50%) of the programme fee shall be payable no later than seven (7) days following programme completion.
S2.5.2. Where agreed with Enterprise Clients, alternative payment terms may apply as specified in the Proposal or Statement of Work.
S2.5.3. Orbflo reserves the right to suspend any remaining deliverables where invoices remain overdue.
S2.6. Client Responsibilities
S2.6.1. The Client shall:
a. provide accurate information;
b. ensure appropriate stakeholders are available;
c. provide timely feedback;
d. nominate decision-makers where appropriate;
e. provide reasonable access to systems, documentation and personnel necessary for delivery.
S2.6.2. Delays caused by the Client may require the project timeline to be revised.
S2.6.3. Where delays materially affect delivery, Orbflo reserves the right to revise delivery dates and associated project costs following consultation with the Client.
S2.7. Rescheduling
S2.7.1. The Client may request one complimentary reschedule by providing at least twenty-one (21) calendar days’ written notice.
S2.7.2. Rescheduled dates shall be agreed subject to facilitator availability.
S2.7.3. Additional rescheduling requests may be accepted at Orbflo’s discretion.
S2.7.4. Where accepted, subsequent reschedules shall incur an administration fee equal to twenty-five percent (25%) of the total programme value.
S2.8. Cancellation by the Client
S2.8.1. More than 30 Days: Where written cancellation is received more than thirty (30) calendar days before delivery:
a. the Client shall remain liable for planning costs already incurred;
b. any remaining deposit balance shall be refunded where applicable.
S2.8.2. Between 15 and 30 Days: Where cancellation is received between fifteen (15) and thirty (30) calendar days before delivery, the deposit shall be retained.
S2.8.3. Less than 14 Days: Where cancellation is received fewer than fourteen (14) calendar days before delivery, seventy-five percent (75%) of the agreed programme fee shall become immediately payable.
S2.8.4. Less than 7 Days. Where cancellation is received fewer than seven (7) calendar days before delivery, one hundred percent (100%) of the agreed programme fee shall become payable.
S2.9. Cancellation by OrbfloS2.9.1. Orbflo may postpone or cancel delivery where reasonably necessary due to:
a. illness;
b. venue issues;
c. Force Majeure;
d. safety concerns;
e. circumstances outside our reasonable control.
S2.9.2. Where this occurs, Orbflo shall:a. offer alternative delivery dates; orb. provide an appropriate refund of fees paid relating to undelivered Services.
S2.10. Travel & Project Expenses
S2.10.1. Unless expressly included within the agreed fees, reasonable project expenses will be charged separately.
S2.10.2. Such expenses may include:
a. travel;
b. accommodation;
c. venue hire;
d. catering;
e. printing;
f. specialist software;
g. third-party licences;
h. courier services;
i. other agreed project costs.
S2.10.3. All chargeable expenses shall either:
a. be approved by the Client in advance; or
b. be charged at cost with supporting evidence available upon request.
S2.11. Acceptance of Deliverables
S2.11.1. Unless otherwise agreed in writing, Deliverables shall be deemed accepted where the Client:
a. confirms acceptance in writing;
b. uses the Deliverables for business purposes;
c. requests subsequent implementation activities; or
d. does not notify Orbflo of any material concerns within ten (10) Business Days of delivery.
S2.11.2. Where concerns are raised within the applicable period, Orbflo shall use reasonable endeavours to address those concerns where they fall within the agreed scope of work.
S2.12. Change Requests
S2.12.1. The Client may request changes to the agreed scope at any time.
S2.12.2. Orbflo shall assess the impact of the requested changes on:
a. fees;
b. project duration;
c. deliverables;
d. resource requirements;
e. project timeline.
S2.12.3. No change shall become binding until confirmed in writing by both parties.
S2.13. Professional Standards
S2.13.1. Orbflo shall exercise reasonable skill, care and diligence in delivering the Services.
S2.13.2. While Orbflo aims to deliver measurable improvements in operational performance, no guarantee is given that any particular commercial, financial or operational outcome will be achieved.
S2.13.3. Implementation decisions remain the sole responsibility of the Client.
S3.1. Scope
S3.1.1. This Schedule applies to all ongoing advisory, consulting and retained strategic support services provided by Orbflo.
S3.1.2. Advisory Services may include, but are not limited to:
a. Executive Advisory;
b. Fractional AI Operating Officer services;
c. Strategic Advisory;
d. AI-native Business Operating System implementation support;
e. Executive coaching;f. Leadership workshops;
g. Operational reviews;h. AI transformation guidance;
i. implementation oversight;j. roadmap development;
k. stakeholder facilitation;
l. governance support; and
m. other recurring advisory services agreed in writing.
S3.2. Commencement of Services
S3.2.1. Each Advisory engagement shall commence on the date specified in the Proposal, Statement of Work or Engagement Letter.
S3.2.2. The agreed scope shall define:
a. objectives;
b. deliverables;
c. duration;
d. meeting cadence;
e. communication channels;
f. reporting requirements;
g. commercial terms; and
h. any agreed minimum commitment period.
S3.3. Initial Engagement Fee
S3.3.1. Unless otherwise agreed in writing, an Initial Engagement Fee shall be payable before Advisory Services commence.
S3.3.2. The Initial Engagement Fee covers activities including:
a. discovery sessions;
b. AI-native Business Operating System assessment;
c. stakeholder interviews;
d. review of existing documentation;
e. operating model analysis;
f. strategic roadmap preparation;
g. onboarding activities; and
h. project initiation.
S3.3.3. Once these activities have commenced, the Initial Engagement Fee becomes non-refundable except where otherwise agreed in writing.
S3.4. Advisory Fees
S3.4.1. Recurring Advisory Fees shall be specified within the Proposal or Statement of Work.
S3.4.2. Unless otherwise agreed, Advisory Fees shall be charged on a monthly retainer basis.
S3.4.3. Retainer fees secure access to Orbflo’s expertise and delivery capacity during the agreed period and are not solely based upon time utilised.
S3.5. Invoicing
S3.5.1. Invoices shall be issued monthly in advance unless otherwise agreed.
S3.5.2. Invoices shall be payable within fourteen (14) calendar days of the invoice date.
S3.6. Availability
S3.6.1. Unless otherwise stated within the Proposal, Advisory Services are delivered on a reasonable endeavours basis.
S3.6.2. Retainer arrangements provide the Client with agreed access to Orbflo during normal Business Days.
S3.6.3. Retainers do not provide unlimited consulting time unless expressly stated in writing.
S3.6.4. Response times may vary depending upon:
a. urgency;
b. project commitments;
c. public holidays;
d. agreed service levels.
S3.7. Client Responsibilities
S3.7.1. The Client shall:a. provide accurate information;b. nominate appropriate decision-makers;c. make stakeholders reasonably available;d. provide timely feedback;e. communicate material business changes relevant to the engagement.
S3.7.2. Where delays are caused by the Client, Orbflo shall not be responsible for resulting project delays or missed outcomes.
S3.8. Changes to Scope
S3.8.1. The Client may request additional work outside the agreed scope.
S3.8.2. Orbflo shall assess the impact of the requested changes on:
a. fees;
b. timeline;
c. resource requirements;
d. deliverables.
S3.8.3. Additional work may be charged separately and shall not commence until agreed in writing.
S3.9. Project Expenses
S3.9.1. Unless otherwise included within the agreed fees, reasonable project expenses may be charged separately.
S3.9.2. Such expenses may include:
a. travel;
b. accommodation;
c. venue hire;d. catering;
e. specialist software;
f. third-party licences;g. printing; and
h. other agreed project costs.
S3.9.3. Chargeable expenses shall either:
a. be approved by the Client in advance; or
b. be charged at cost with supporting evidence available upon request.
S3.10. Termination
S3.10.1. Following completion of any agreed minimum commitment period, either party may terminate the engagement by providing not less than thirty (30) calendar days’ written notice.
S3.10.2. Where no minimum commitment period has been agreed, either party may terminate on thirty (30) calendar days’ written notice.
S3.10.3. Termination shall not affect:
a. accrued rights;
b. completed Services;
c. outstanding invoices;
d. obligations intended to survive termination.
S3.11. Suspension
S3.11.1. The Client may request that an Advisory engagement be temporarily paused.
S3.11.2. Any pause shall require Orbflo’s prior written agreement.
S3.11.3. Where a pause exceeds sixty (90) calendar days, Orbflo reserves the right to:
a. conclude the engagement;
b. require a new onboarding process before recommencement; or
c. revise commercial terms.
S3.12. Late Payment
S3.12.1. Where payment remains outstanding beyond the due date, Orbflo may:
a. suspend Services;
b. postpone meetings;
c. withhold Deliverables;
d. suspend access to advisory support;
e. recover reasonable debt recovery costs.
S3.12.2. Business Clients may be charged statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with any reasonable recovery costs permitted by law.
S3.13. Consultants
S3.13.1. Orbflo may assign suitably qualified consultants, facilitators or advisers to assist with or deliver Advisory Services where appropriate.
S3.13.2. Orbflo shall remain responsible for the quality and oversight of all Services delivered under the engagement.
S3.14. Professional Judgement
S3.14.1. Advice provided by Orbflo reflects our professional judgement based on the information available at the time.
S3.14.2. Recommendations are intended to support strategic and operational decision-making and should not be interpreted as legal, financial, tax or investment advice.
S3.14.3. The Client remains solely responsible for:
a. all implementation decisions;
b. business strategy;
c. employment decisions;
d. financial decisions;
e. regulatory compliance; and
f. evaluating whether recommendations are appropriate for their particular circumstances.
S3.15. Review of Engagement
S3.15.1. Orbflo and the Client may periodically review the engagement to assess:
a. progress against objectives;
b. evolving business priorities;
c. required adjustments to scope;
d. future opportunities for collaboration.
S3.15.2. Any agreed changes shall be documented in writing and shall form part of the engagement from the date of agreement.
S4.1. Scope
S4.1.1. This Schedule governs the use of the Orbflo AI-native Business Operating System Scorecard (“Scorecard”).
S4.1.2. The Scorecard is an online diagnostic assessment designed to help organisations evaluate aspects of their operating model, AI maturity and organisational readiness.
S4.1.3. The Scorecard forms part of Orbflo’s proprietary AI-native Business Operating System methodology and should be read together with these Terms and Conditions and our Privacy Policy.
S4.2. Purpose
S4.2.1. The Scorecard is intended to provide educational insights and diagnostic recommendations to assist organisations in understanding opportunities to improve how they operate in the AI era.
S4.2.2. The Scorecard is designed to stimulate discussion, prioritisation and strategic planning.
S4.2.3. The Scorecard does not constitute:
a. professional certification;
b. legal advice;
c. financial advice;
d. regulatory advice;
e. investment advice;
f. a formal audit;
g. an independent assurance engagement.
S4.3. Eligibility
S4.3.1. The Scorecard is intended for individuals aged eighteen (18) years or over.
S4.3.2. Where an individual completes the Scorecard on behalf of an organisation, they confirm they are authorised to provide the information submitted.
S4.4. Information Submitted
S4.4.1. To generate personalised results, participants may be asked to provide:
a. name;
b. email address;
c. company name;
d. company size;
e. telephone number;
f. responses to diagnostic questions.
S4.4.2. Participants agree that information submitted shall be:
a. accurate;
b. complete;
c. truthful to the best of their knowledge.
S4.4.3. Orbflo is not responsible for inaccurate or misleading results arising from incomplete or inaccurate information submitted by participants.
S4.5. Personalised Results
S4.5.1. Following completion of the Scorecard, participants may receive:
a. an overall maturity score;
b. area-specific scores;
c. observations;
d. recommendations;
e. suggested priorities;
f. invitations to relevant Orbflo services or events.
S4.5.2. The format, content and availability of Scorecard results may change from time to time without notice as Orbflo develops and improves its methodology.
S4.6. Artificial Intelligence
S4.6.1. Artificial Intelligence may assist in analysing responses and preparing recommendations.
S4.6.2. All results are subject to human oversight before methodologies are published or materially changed.
S4.6.3. AI-generated recommendations are intended to support professional judgement and strategic planning.
S4.6.4. Participants remain solely responsible for all business decisions and implementation activities arising from the use of the Scorecard.
S4.7. No Guarantee
S4.7.1. Completion of the Scorecard does not guarantee:
a. improved business performance;
b. increased productivity;
c. financial outcomes;
d. operational improvements;
e. successful AI implementation;
f. regulatory compliance.
S4.7.2. Any outcomes achieved will depend upon numerous factors outside Orbflo’s control, including implementation quality, organisational capability, leadership decisions and external market conditions.
S4.8. Intellectual Property
S4.8.1. The Scorecard, including without limitation:
a. the assessment structure;
b. questions;
c. scoring methodology;
d. algorithms;
e. weighting systems;
f. maturity models;
g. frameworks;
h. recommendations;
i. reports;
j. graphics;
k. terminology;
l. supporting documentation,
constitutes proprietary Intellectual Property owned exclusively by Orbflo.
S4.8.2. Completion of the Scorecard does not transfer ownership of any Intellectual Property.
S4.8.3. Participants are granted a limited, non-exclusive, non-transferable licence to use their Scorecard results for internal business purposes only.
S4.8.4. Participants must not:
a. reproduce the Scorecard;
b. copy the methodology;
c. redistribute reports;
d. create derivative assessments;
e. reverse engineer the scoring methodology;
f. commercialise the assessment;
g. use the methodology to compete with Orbflo.
S4.9. Acceptable Use
S4.9.1. Participants agree not to:
a. deliberately manipulate responses to obtain misleading results;
b. submit automated or scripted responses;
c. interfere with the operation of the Scorecard;
d. attempt to identify proprietary scoring logic;
e. use the Scorecard for unlawful purposes.
S4.9.2. Orbflo reserves the right to invalidate results where misuse is reasonably suspected.
S4.10. Communications
S4.10.1. By completing the Scorecard, participants acknowledge that Orbflo may contact them regarding:
a. their Scorecard results;
b. clarification of submitted information;
c. relevant workshops;
d. advisory services;
e. educational resources;
f. opportunities to discuss their results.
S4.10.2. Marketing communications shall only be sent where permitted by applicable law and in accordance with the participant’s marketing preferences.
S4.10.3. Participants may unsubscribe from marketing communications at any time.
S4.11. Data Processing
S4.11.1. Responses submitted through the Scorecard are processed using approved third-party platforms, including:
a. Typeform;
b. HubSpot;
c. other authorised systems used by Orbflo.
S4.11.2. Personal data shall be processed in accordance with Orbflo’s Privacy Policy and applicable UK data protection legislation.
S4.12. Availability
S4.12.1. Orbflo may:
a. modify;
b. suspend;
c. withdraw;
d. replace;
e. update the Scorecard at any time.
S4.12.2. Orbflo does not guarantee that previous versions of the Scorecard will remain available.
S4.13. Benchmarking
S4.13.1. Orbflo may use anonymised and aggregated Scorecard data for:
a. benchmarking;
b. research;
c. product improvement;
d. industry insights;
e. educational content;
f. statistical reporting.
S4.13.2. No benchmarking information shall identify any individual or organisation without prior written consent.
S4.14. Follow-On Services
S4.14.1. Completion of the Scorecard does not oblige either party to enter into any further engagement.
S4.14.2. Where participants choose to purchase workshops, advisory services or transformation programmes, those Services shall be governed by the applicable provisions of these Terms and Conditions and the relevant Schedule.
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