1. Parties and definitions

These Terms of Service ("Terms") govern the use of the OpsWork product and this website (together, the "Service") provided by Saqib Engineering Ltd, a company incorporated in England and Wales (Companies House registration 15866031), trading as OpsWork ("OpsWork", "we", "us", "our"). Registered office: Unit 17b Bradmarsh Business Park, Rotherham S60 1BY, United Kingdom. ICO Data Protection registration: ZC196542.

They apply between OpsWork and the entity that subscribes to the Service ("Customer", "you", "your"). For Enterprise customers, a separate Master Services Agreement (MSA) signed before deployment takes precedence over these Terms in case of conflict.

2. Acceptance and incorporation

Use of the Service is subject to these Terms, the Privacy Policy, the Data Processing Agreement, and any Order Form or signed agreement. By using the Service you confirm authority to bind the Customer entity.

3. Subscriptions and term

Subscriptions are based on a 12-month minimum term ("Initial Term") with monthly billing in advance. Pricing is per tier — Foundation, Standard, Enterprise — published at the pricing page. The subscription renews automatically for successive 12-month terms unless either party gives 60 days' written notice of non-renewal before the end of the current term.

We will give 60 days' written notice of any price increase taking effect at renewal. If the increase exceeds inflation (measured by UK CPI) plus 5%, you may terminate at the end of the current term on 30 days' written notice.

4. Description of Service

OpsWork is an AI Business Operating System deployed inside the customer-controlled Microsoft 365 tenant and Azure subscription. The Service comprises:

(a) six AI agent identities (Emma, Sarah, James, Robert, Michael, Paul) operating under customer-granted Entra ID permissions;

(b) supporting Logic Apps, SharePoint structures, Azure functions and other Customer-tenant resources;

(c) the Bridge decision-queue interface where agent outputs arrive for Customer approval; and

(d) ongoing operation, monitoring and update of the agent designs and underlying logic.

Service updates may be released from time to time. We will not materially diminish the Service during the subscription term.

5. Customer responsibilities

You agree to provide and maintain:

(a) a current Microsoft 365 subscription of suitable tier for the Service;

(b) an Azure subscription with the capacity and quota required for the agreed tier and workload;

(c) administrative access during implementation as defined in the Implementation Plan;

(d) accurate input data and timely review of agent outputs;

(e) compliance with applicable laws and regulations including, where applicable, UK GDPR controller obligations for personal data within your tenant.

You acknowledge that the Service operates inside your environment and that configuration of Microsoft, Azure and third-party licensing is your responsibility.

6. AI agent outputs — critical clause

The Service includes AI agents that prepare drafts, suggestions, recommendations and decisions for your engineers and managers to review. You expressly acknowledge and agree that:

(a) all agent outputs are AI-generated drafts intended for human review and approval;

(b) your engineers, managers and authorised approvers are solely responsible for reviewing, validating, amending or rejecting agent outputs before any client-facing, irreversible or material action is taken;

(c) the Service does not provide professional engineering advice, legal advice, accounting advice, financial advice, or regulatory compliance certification — your qualified professionals remain solely responsible for all engineering judgement, compliance decisions, and professional sign-off;

(d) you remain solely responsible for compliance with regulatory frameworks applicable to your work including but not limited to NERS, NEC4 contractual obligations, CDM 2015, ISO management systems, DNO framework requirements, HSE guidance and UK statutory obligations;

(e) we make no warranty that agent outputs are accurate, complete, current or fit for any particular purpose, and agent outputs must always be reviewed by qualified Customer personnel.

This clause is fundamental to the basis on which the Service is provided and is reflected in the pricing.

7. Acceptable use

You agree not to use the Service to:

(a) violate applicable laws or regulations;

(b) infringe third-party intellectual property or confidentiality rights;

(c) attempt to disrupt, compromise or circumvent the Service or any other customer's environment;

(d) reverse-engineer, decompile or disassemble the Service except to the extent expressly permitted by applicable law;

(e) extract or scrape OpsWork's proprietary methodologies, prompt designs, agent architecture or knowledge base for use outside the Service;

(f) submit unlawful, defamatory, discriminatory or harmful content;

(g) use the Service to provide an AI service to third parties as a substitute for an OpsWork subscription.

We may suspend access for material breach of this clause on 24 hours' notice (immediately for security or legal reasons), pending resolution.

8. OpsWork intellectual property

OpsWork retains all rights, title and interest, including all intellectual property rights, in:

(a) the OpsWork product, software, source code, object code, configuration files, infrastructure-as-code templates and any derivative works;

(b) the design, architecture, naming, behaviour, persona and identity of each AI agent (Emma, Sarah, James, Robert, Michael, Paul);

(c) all prompts, prompt chains, prompt templates, system prompts, prompt engineering methodologies and prompt testing data;

(d) the Bridge decision-queue interface, its workflow logic, layout, interaction patterns and user experience design;

(e) the knowledge base structure, indexing methodology, search algorithms and the manner in which standards, guidance and DNO documents are organised;

(f) the workflow logic, Logic App templates, Azure Function code, SharePoint structure patterns, audit log schema and integration patterns;

(g) all documentation, training materials, process descriptions, operational procedures and configuration playbooks;

(h) the OpsWork name, the Saqib Engineering name, all logos, brand elements and visual identity (registered or unregistered trade marks);

(i) any improvements, enhancements, bug fixes or modifications to any of the above, whether developed by us alone, in collaboration with Customer feedback, or by Customer suggestion.

You receive a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for the duration of your subscription, solely for your internal business purposes within the scope of your tier. No other rights are granted, expressly or by implication.

This licence terminates immediately on termination of the subscription.

9. Trade secrets

For the purposes of the Trade Secrets (Enforcement, etc.) Regulations 2018 and the protection available under English law, OpsWork declares that the following are trade secrets of OpsWork:

(a) all prompts, prompt chains, prompt templates and prompt engineering methodologies used by the AI agents;

(b) the configuration, weighting, validation logic and confidence-scoring mechanisms applied to agent outputs;

(c) the knowledge base curation methodology, the manner in which standards are indexed and the search relevance logic;

(d) the workflow logic embedded in the Logic App templates, Azure Function code and Bridge approval mechanisms;

(e) commercial information including pricing structures, customer lists, customer-specific configurations, roadmap, internal cost data and implementation methodologies;

(f) any other information designated by OpsWork in writing as a trade secret.

OpsWork takes reasonable steps to preserve the secrecy of this information. The Customer acknowledges that these trade secrets have commercial value derived from their secrecy and undertakes:

(i) not to disclose them to any third party;

(ii) not to use them for any purpose beyond legitimate use of the Service;

(iii) to limit access to the Service to authorised personnel who need access for legitimate business purposes;

(iv) to take reasonable steps to prevent unauthorised access by employees, contractors or other persons;

(v) to notify OpsWork promptly of any suspected unauthorised disclosure or use.

This clause survives termination of the Terms for as long as the information remains a trade secret.

10. Restrictions on use

The Customer agrees not to, and not to permit any person to:

(a) copy, modify, adapt, translate or create derivative works of the Service or any component;

(b) reverse-engineer, decompile, disassemble or otherwise attempt to derive the source code, prompts, workflow logic or knowledge base structure of the Service, except to the extent permitted by mandatory provisions of the Copyright, Designs and Patents Act 1988;

(c) extract, scrape, copy or harvest prompts, prompt chains, agent designs, workflow logic, knowledge base content or audit log structure for use outside the Service or for use in any other product or service;

(d) use the Service, agent outputs, or any data, prompts or methodology derived from the Service to train, fine-tune, evaluate, develop or improve any artificial intelligence model, machine learning model, knowledge base, agent system, decision-queue product or competing service;

(e) use the Service to build, support or operate a service that competes with OpsWork or to provide AI-agent services to third parties as a substitute for an OpsWork subscription;

(f) remove, obscure or alter any copyright, trade mark, proprietary notice or other marking on the Service or any agent output;

(g) publish, distribute, or display benchmarks, performance comparisons, screenshots, recordings or feature comparisons of the Service to third parties without OpsWork's prior written consent — except for legitimate procurement, security and audit purposes;

(h) sublicense, sell, rent, lease, transfer or assign rights in the Service;

(i) circumvent or attempt to circumvent any usage limits, access controls or security measures;

(j) use automated systems (including bots, scrapers, AI crawlers) to access the Service or extract any of its content without OpsWork's prior written consent.

The Customer is responsible for ensuring its employees, contractors, agents and subprocessors comply with these restrictions. The Customer remains liable for breach by any such person.

11. Customer data, customisation and feedback

Customer Data: You retain all rights, title and interest in Customer Data. Workloads deploy into your environment. Optional OCR sends selected document copies to Microsoft Document Intelligence in UK South, using Microsoft-managed shared regional temporary storage logically isolated per customer, only after explicit customer-MD acknowledgement. This exception is described in the DPA and sub-processor disclosures; it is not an OpsWork-owned shared tenant.

We will not use Customer Data to train, fine-tune, evaluate, develop or improve any artificial intelligence or machine learning model. This commitment is enforceable through the Data Processing Agreement.

Customisations: Where OpsWork develops customisations, configurations or extensions specifically for the Customer (for example, custom prompts, custom workflows, custom integrations), OpsWork retains all intellectual property rights in such customisations. The Customer receives a licence to use them on the same terms as the Service. The Customer may not extract or use such customisations outside the Service.

Feedback: If the Customer provides suggestions, ideas, improvement requests, bug reports, recommendations or any other feedback concerning the Service ("Feedback"), the Customer grants OpsWork a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable licence to use such Feedback for any purpose, including incorporating it into the Service. The Customer waives any moral rights in the Feedback.

12. Confidentiality

Each party will hold the other's Confidential Information in strict confidence and use it only for purposes of the engagement. Confidential Information includes:

(a) commercial terms, pricing, contract specifics and roadmap;

(b) technical architecture, configuration, security details, prompts, methodologies and trade secrets;

(c) Customer Data and Customer business information;

(d) any information marked confidential or that a reasonable person would understand to be confidential.

Each party will take reasonable steps to protect the other's Confidential Information using at least the same degree of care it uses to protect its own.

This obligation continues for 5 years after termination for general Confidential Information, and for as long as the information remains a trade secret for material designated under clause 9.

13. Warranties and disclaimers

We warrant that during the subscription term: (a) the Service will perform materially in accordance with its documentation; (b) we will provide the Service with reasonable skill and care consistent with industry standards for similar services.

Except for the express warranties in these Terms, the Service is provided "as is" and "as available" to the maximum extent permitted by law. We disclaim all other warranties, express or implied, including any implied warranties of satisfactory quality, fitness for a particular purpose, accuracy of agent outputs, and non-infringement.

Agent outputs are drafts for engineer review. See clause 6.

14. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under English law, including liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the implied terms as to title under section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be limited.

Subject to the paragraph above, and to the maximum extent permitted by law:

(a) neither party will be liable for indirect, consequential, special, exemplary or punitive losses, including loss of profit, loss of business, loss of contracts, loss of goodwill, or loss of anticipated savings, even if foreseeable;

(b) each party's total aggregate liability under or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty, or otherwise) is capped at 125% of the fees paid by the Customer to OpsWork in the 12 months immediately preceding the event giving rise to the claim;

(c) this cap applies to all claims in aggregate, not per claim.

The parties acknowledge that this cap is reasonable having regard to the fees, the nature of the Service, the controls and warranties provided, and the requirement that agent outputs be reviewed by Customer personnel before reliance.

15. Indemnities

Subject to clause 14, we will indemnify the Customer against third-party claims that the Service, as supplied by us, infringes the third party's UK intellectual property rights, provided that the Customer: (a) notifies us promptly; (b) gives us sole control of the defence and any settlement; (c) provides reasonable assistance.

This indemnity excludes claims arising from: (i) modifications not made by us; (ii) combination of the Service with non-OpsWork products; (iii) Customer Data; (iv) Customer's use of the Service in breach of these Terms; (v) any agent output to the extent the alleged infringement arises from Customer Data or Customer prompting.

The Customer will indemnify us against third-party claims arising from: (a) Customer Data; (b) the Customer's use of the Service in breach of these Terms; (c) the Customer's failure to obtain necessary consents, licences or authorisations; (d) the Customer's reliance on any agent output without appropriate engineer review under clause 6.

16. Termination

We may terminate the subscription immediately on written notice if: (a) the Customer fails to pay an undisputed invoice within 14 days after written reminder; (b) the Customer commits a material breach not remedied within 30 days of written notice; (c) the Customer becomes insolvent, enters administration, or any analogous event.

The Customer may terminate immediately on written notice if we commit a material breach not remedied within 30 days of written notice.

On termination: (a) the Customer's licence to use the Service ends immediately; (b) we will remove OpsWork's app registrations, agent identities, Logic Apps and any OpsWork-provisioned resources from the Customer's environment within 30 working days; (c) Customer source originals remain in the Customer's environment, while authorised provider-held OCR copies/results follow the disclosed provider retention and agreed deletion instructions; (d) any pre-paid fees for the period after termination are non-refundable, except where termination is for our material breach in which case they will be refunded pro-rata.

Clauses surviving termination: 6, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 21, 22, 23, 24, 25.

17. Force majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control including but not limited to: acts of God, war, terrorism, civil unrest, pandemic, government action, network or telecommunications outage (including failure of Microsoft or Azure platforms), labour disputes not involving the affected party's workforce, and natural disasters. The affected party will notify the other promptly and use reasonable efforts to mitigate.

If a force majeure event continues for more than 60 consecutive days, either party may terminate without further liability.

18. Anti-bribery and modern slavery

Each party will comply with the UK Bribery Act 2010 and applicable anti-corruption laws and will not make or accept any improper payment in connection with these Terms.

We comply with the Modern Slavery Act 2015 within the threshold and obligations applicable to our size of business. A Modern Slavery statement will be published on request as soon as we exceed the statutory threshold.

19. Insurance

We maintain professional indemnity, cyber liability and public liability insurance appropriate to the scale and nature of our business. Certificates and levels of cover will be provided to Enterprise customers under non-disclosure during procurement.

20. Non-solicitation

Neither party will, without the other's written consent, solicit for employment any employee of the other party who has been materially involved in delivery or receipt of the Service. This restriction applies during the subscription and for 12 months after termination. It does not apply to general recruitment advertising not specifically targeted at the other party's employees.

21. Assignment and novation

Neither party may assign these Terms without the other's prior written consent, not to be unreasonably withheld. Either party may assign or novate to a successor in connection with a sale, merger, acquisition or restructuring of substantially all of its business or assets, on written notice.

22. Notices

Notices must be in writing and sent to:

For OpsWork: [email protected] and Saqib Engineering Ltd, Unit 17b Bradmarsh Business Park, Rotherham S60 1BY, United Kingdom, marked for the attention of the Managing Director.

For the Customer: the email and address recorded in the Order Form or Master Services Agreement, or as notified in writing.

Notice is deemed received: by email — at the time of sending if sent during business hours, otherwise at 09:00 the next working day; by post — on the second working day after posting in the UK.

23. Third-party rights and entire agreement

A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms.

These Terms, the Order Form, the Privacy Policy and the Data Processing Agreement constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements, proposals, demonstrations and representations. Neither party has relied on any statement not expressly set out in these documents.

24. Severability, waiver, variation

If any provision of these Terms is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.

No failure or delay in exercising any right is a waiver. No waiver is effective unless in writing.

We may vary these Terms from time to time. Material variations will be notified to customers in writing at least 60 days before they take effect at the next renewal. The Customer's continued use of the Service after the effective date constitutes acceptance.

25. Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising under these Terms, including non-contractual disputes.

26. Contact

Questions about these Terms: [email protected].