OPULENT SOLUTIONS LTD – TERMS OF SERVICE

1. INTRODUCTION & SCOPE

1.1. This Agreement governs your use of the websites, dashboards, automation tools, AI agents, and any other products or services (collectively, the "Services") provided by OPULENT SOLUTIONS LTD.

1.2. These Terms apply primarily to agencies and subcontractors for whom our services are designed and through which OPULENT delivers onboarding to proprietary solutions, custom builds, subscription-based services, one-time fee products, and revenue-sharing arrangements.

2. SERVICES, PRICING, PAYMENT & REFUNDS

2.1. Services

(a) OPULENT provides a suite of solutions, including but not limited to, custom AI software development, voice agent systems, automation tools, dashboard access, and related support services.

(b) For agencies, our Services may include the onboarding to our proprietary dashboard, custom builds tailored to specific client industries, and ongoing maintenance and support for deployed solutions.

2.2. Pricing & Payment

(a) The pricing structure may include an initial setup fee upon onboarding, custom project estimates subject to agency requirements, recurring subscription fees for software access and maintenance, one-time fees for pre-built solutions, and revenue-sharing arrangements when agreed upon in separate contractual terms.

(b) All fees and charges will be clearly communicated prior to contract finalization and must be paid according to the invoicing cycles specified in your individual agreement with OPULENT.

2.3. Refunds

(a) Refunds may be issued only in cases where a failure in service is wholly attributable solely to an error or oversight by OPULENT's developer team.

(b) Events or interruptions caused by external providers (such as Microsoft, OpenAI, or any third-party vendor) are expressly excluded from refund obligations.

(c) In the event of a service disruption due to reasons beyond our control (including force majeure events), OPULENT will work in good faith to resolve the issue, but cannot guarantee refunds solely on that basis.

3. USER RESPONSIBILITIES & ACCEPTABLE USE

3.1. Acceptable Use

(a) Agencies and their designated users are prohibited from:

• Using our Services to develop or offer any competitive solution that directly competes with or undermines OPULENT's market position.
• Engaging in any data scraping, harvesting, or extraction of dashboard records or insights for any unauthorized purpose.
• Permitting any third-party software developers or external agents to access the OPULENT dashboard in order to glean proprietary internal information.

3.2. Breach and Termination

(a) Violation of the above acceptable use provisions shall constitute a material breach of these Terms. In such cases, OPULENT reserves the right to immediately terminate access to our Services, with no obligation to refund any fees, and to pursue all available legal remedies.

(b) Users must safeguard all login credentials and ensure that any access to the Services is performed only by authorized personnel.

4. INTELLECTUAL PROPERTY & OWNERSHIP

4.1. All intellectual property rights in the software, AI agents, and related automation solutions developed and provided by OPULENT are and shall remain the sole property of OPULENT, unless a separate contractual arrangement expressly transfers such rights to the agency.

4.2. Agencies receiving a bespoke solution that includes a transfer of intellectual property rights must obtain a written agreement with OPULENT expressly stating those terms. Otherwise, OPULENT retains the right to resell, license, or provide similar solutions to other agencies or clients.

5. LIMITATION OF LIABILITY, DISCLAIMERS & INDEMNIFICATION

5.1. Limitation of Liability

(a) IN NO EVENT SHALL OPULENT OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE CAUSED BY OTHER SERVICE PROVIDERS OR EVENTS BEYOND OUR CONTROL.

(b) While we strive to maintain uninterrupted service, OPULENT shall not be responsible for any delays, interruptions, or errors caused by third-party platforms (e.g., Microsoft, OpenAI) or force majeure events.

5.2. Disclaimer of Warranties

(a) THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.3. Indemnification

(a) You agree to indemnify, defend, and hold harmless OPULENT, its officers, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or in any way connected with your breach of these Terms or use of the Services.

6. MODIFICATIONS, ADAPTATIONS & TERMINATION OF SERVICES

6.1. Modifications

(a) OPULENT reserves the right to modify, update, or discontinue any portion of the Services or these Terms at any time.

(b) Notice of material changes to these Terms will be provided via email and/or SMS as per your registered contact details.

6.2. Termination

(a) Either party may terminate the relationship upon written notice if the other party breaches a material term of these Terms and fails to cure such breach within a designated period.

(b) OPULENT retains the right to immediately suspend or terminate your access for any breach of these Terms, with or without prior notice.

7. THIRD-PARTY INTEGRATIONS

7.1. The Services may incorporate certain third-party applications or integrations which are governed by their own terms and privacy policies.

7.2. You acknowledge and agree that your use of any third-party services integrated into our solutions is subject to such providers' terms and that OPULENT shall not be responsible for any acts or omissions of third-party providers.

8. DISPUTE RESOLUTION & GOVERNING LAW

8.1. Refund Eligibility

(a) As established in Section 2.3, refunds may be issued in cases where service failure is wholly attributable to an error or oversight by OPULENT's developer team.

(b) In the event of a dispute regarding refund eligibility, the determination shall follow the dispute resolution process outlined below.

8.2. Tiered Dispute Resolution

(a) Good Faith Resolution: In the event of any dispute, controversy, or claim arising out of or in relation to these Terms (including any refund requests), the parties agree to first attempt to resolve the matter amicably through good faith discussions within 30 days of written notice of the dispute.

(b) Mediation: If the dispute cannot be resolved through direct discussions, either party may initiate mediation under the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed, the mediator will be nominated by CEDR.

(c) Arbitration: If the dispute is not settled within 45 days of the initiation of mediation, it shall be finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which are incorporated by reference. The number of arbitrators shall be one. The seat of arbitration shall be London, England. The language of the arbitration shall be English.

8.3. Governing Law

(a) These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

(b) Nothing in these Terms shall deprive consumers of the protection afforded to them by the mandatory provisions of the law of the country in which they have their habitual residence.

8.4. Small Claims Exception

(a) Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within the monetary threshold of such court.

(b) Nothing in these Terms prevents either party from seeking injunctive relief in a court of competent jurisdiction where necessary to protect their rights pending resolution through the agreed dispute resolution process.

9. COMMUNICATIONS & NOTIFICATIONS

9.1. All communications and notices regarding the Services and any modifications to these Terms will be sent via the email address and/or SMS contact provided during your registration or onboarding process.

9.2. It is your responsibility to ensure that your contact information is accurate and current. Failure to receive communication will not be considered a breach of these Terms.

10. MISCELLANEOUS

10.1. Entire Agreement

(a) These Terms represent the entire agreement between you and OPULENT with respect to the subject matter hereof and supersede any prior agreements, understandings, representations, or communications, whether oral or written.

10.2. Severability

(a) If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions will continue in full force and effect.

10.3. Waiver

(a) Failure by OPULENT to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by OPULENT in writing.

10.4. Force Majeure

(a) OPULENT shall not be liable for any delay or failure in performing its obligations where such delay or failure is due to causes beyond its reasonable control, including, but not limited to, natural disasters, war, terrorism, or failures of third-party service providers.

10.5. No Assignment

(a) You may not assign or transfer these Terms, by operation of law or otherwise, without the prior written consent of OPULENT. Any attempted assignment in violation of this provision shall be null and void.

11. CONTACT INFORMATION

For any questions or concerns regarding these Terms of Service, please contact us at:

OPULENT SOLUTIONS LTD
128 City Road, London, United Kingdom, EC1V 2NX
Email: a.salim@opulentflow.co