Last updated: July 2026 (v1.0)

These Commercial Client Terms ("Terms") apply to all professional services provided by Onyxio Group Ltd ("Onyxio"), unless expressly agreed otherwise in writing.

These Terms are governed by the laws of England and Wales.

Together with the applicable Engagement Order and any Proposal expressly incorporated within it, these Terms form the entire agreement between Onyxio and the Client (the "Agreement"). If there is any inconsistency, the Engagement Order shall prevail, followed by the Proposal and then these Terms.

1. Definitions

In these Terms:

“Agreement” means the Engagement Order, any incorporated Proposal and these Commercial Client Terms.

“Client” means the organisation identified within the Engagement Order.

“Client Confidential Information” means any information disclosed by or on behalf of the Client that is identified as confidential, or which by its nature or the circumstances of disclosure would reasonably be understood to be confidential. Client Confidential Information does not include information that is or becomes publicly available through no breach of this Agreement, was lawfully known before disclosure, or is independently developed without reference to the Client's information.

“Deliverables” means the reports, assessments, presentations, recommendations or other work products expressly described in the Engagement Order.

“Engagement Order” means the document executed by the parties setting out the agreed scope of Services, fees and commercial arrangements.

“Onyxio Intellectual Property” means all methodologies, frameworks, tools, models, software, templates, research, documentation, assessment methodologies, prompts, benchmark data, know-how and other intellectual property owned or developed by Onyxio independently of the Client, including without limitation the Data Confidence™ methodology, the DCQ™ framework and all enhancements, derivatives and future developments.

“Services” means the professional advisory and consulting services described in the Engagement Order.

2. Our Services

Onyxio provides independent strategic advisory and consulting services focused on helping organisations build confidence and trust in their use of data and artificial intelligence. Our work may include strategy, governance, privacy, information security, AI governance, responsible AI, digital trust, regulatory readiness, operating models, organisational design, risk assessment and related advisory services.

Unless expressly agreed otherwise, our Services are advisory in nature. We do not provide legal advice, regulated financial advice, software implementation, penetration testing, certification or assurance services.

Professional judgement is fundamental to our Services. Recommendations reflect the information available at the time of the engagement together with Onyxio's experience, expertise and independent professional judgement. 

3. Engagements

Each engagement is governed by an Engagement Order that records the agreed scope, objectives, Deliverables, timetable and fees.

Professional advisory work is collaborative by nature. Both parties acknowledge that successful delivery is dependent upon timely access to appropriate personnel, accurate information and prompt decision-making.

Where assumptions materially change, or the Client requests work outside the agreed scope, Onyxio will discuss the implications and agree to any revised fees, Deliverables or timescales before undertaking additional work.

4. Fees and Payment

Fees are set out in the Engagement Order and are exclusive of VAT and any agreed expenses unless otherwise stated.

Invoices are payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.

Fees are payable for the professional Services performed and the expertise provided, and are not contingent upon the Client's implementation of any recommendations or the achievement of any particular commercial, regulatory or operational outcome.

Fees become due as Services are performed and Deliverables are provided in accordance with the Engagement Order. Unless otherwise agreed in writing, the Client shall not withhold, reduce or dispute payment solely because it subsequently changes its requirements, priorities or preferred approach.

If any invoice remains unpaid after the due date, Onyxio reserves the right to suspend further Services until payment has been received, without liability for any resulting delay.

The Client shall notify Onyxio promptly of any genuine dispute relating to an invoice, providing reasonable detail of the basis for the dispute. The parties shall seek to resolve such disputes in good faith. The Client shall not withhold payment of any undisputed amounts.

5. Client Responsibilities

The Client shall provide timely access to relevant personnel, information and documentation and shall ensure that information supplied is complete and accurate in all material respects.

The Client will appoint an appropriate representative authorised to coordinate the engagement and provide instructions on its behalf.

Onyxio shall be entitled to rely upon information supplied by the Client unless it has reasonable grounds to believe such information is materially inaccurate or incomplete.

The Client shall review Deliverables promptly and notify Onyxio in writing of any material and reasonably substantiated failure to conform with the agreed scope within ten (10) Business Days of delivery. If no such notice is received within that period, the Deliverables shall be deemed accepted. Where the Client identifies a genuine failure to meet the agreed scope, Onyxio shall be given a reasonable opportunity to correct the relevant Deliverable before any other remedy is available.

Professional differences of opinion, changes in business priorities, evolving regulatory expectations or dissatisfaction with recommendations that fall within the agreed scope shall not constitute a failure of the Deliverables.

6. Intellectual Property

Onyxio's methodologies, frameworks, models and know-how represent a significant investment in research, professional expertise and continuous development.

Nothing within this Agreement transfers ownership of any Onyxio Intellectual Property to the Client.

Upon payment in full, the Client receives a perpetual, non-exclusive, non-transferable licence to use the Deliverables internally for its own business purposes.

The Client shall not reproduce, commercialise, licence, distribute, adapt or create derivative works from Onyxio Intellectual Property without Onyxio's prior written consent.

Nothing in this Agreement restricts Onyxio from developing similar methodologies, services or solutions for other clients, provided that no Client Confidential Information is disclosed or misused.

7. Continuous Improvement and Feedback

Onyxio continuously refines its methodologies through practical experience across multiple client engagements.

Accordingly, nothing within this Agreement prevents Onyxio from applying general knowledge, professional experience, ideas, techniques, methodologies or know-how acquired during the provision of the Services, provided that no Client Confidential Information is disclosed.

Where the Client provides suggestions, comments or feedback relating to the Services or Deliverables, Onyxio may incorporate such feedback into its methodologies, products and services without restriction, provided that no Client Confidential Information is revealed.

8. Confidentiality

Each party acknowledges that it may receive Confidential Information belonging to the other party during the course of the engagement.

Each party undertakes to keep such information strictly confidential and to protect it using no less than reasonable care and, in any event, at least the same degree of care as it applies to its own confidential information of a similar nature.

Confidential Information shall be used solely for the purposes of performing or receiving the Services and shall not be disclosed to any third party except:

• where the other party has given prior written consent;

• where disclosure is required by law, regulation or court order;

• to professional advisers who are themselves bound by duties of confidentiality; or

• to employees, contractors or approved associates who require access for the purposes of delivering the Services and who are subject to appropriate confidentiality obligations.

The obligations contained within this clause shall continue for five (5) years following termination of the Agreement, except in relation to trade secrets, where such obligations shall continue for so long as the information remains confidential.

9. Information Security

Given the nature of our work, both parties recognise the importance of maintaining appropriate standards of information security.

Onyxio will implement and maintain appropriate technical and organisational measures designed to protect Client Confidential Information against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.

Such measures may include, where appropriate, encryption, secure collaboration platforms, access controls, multi-factor authentication, device security, secure disposal procedures and staff confidentiality obligations.

The Client shall likewise maintain appropriate safeguards for any Onyxio Confidential Information in its possession.

10. Data Protection

Each party shall comply with all applicable data protection and privacy legislation in connection with the Services, including the UK General Data Protection Regulation, the Data Protection Act 2018 and, where applicable, the EU General Data Protection Regulation.

Unless expressly agreed otherwise in writing, Onyxio acts as an independent controller in relation to any personal data processed for the purposes of administering and delivering the Services and does not act as a processor on behalf of the Client.

Where an engagement requires Onyxio to process personal data as a processor on behalf of the Client, the parties shall enter into an appropriate Data Processing Agreement before such processing commences.

Each party shall remain independently responsible for complying with its respective legal obligations under applicable data protection legislation.

11. Responsible use of Artificial Intelligence

Onyxio believes that artificial intelligence should augment, rather than replace, human expertise. We use AI responsibly to enhance the quality, consistency and efficiency of our Services while ensuring that professional judgement, accountability and appropriate human oversight remain central to every engagement. Onyxio remains solely responsible for all advice and Deliverables.

Where appropriate, Onyxio may use AI-assisted technologies to support activities such as research, analysis, drafting, summarisation and quality assurance. Unless otherwise agreed with the Client, Onyxio will only use paid or enterprise AI services that provide appropriate contractual, security and privacy safeguards. Onyxio will not knowingly input Client Confidential Information, Personal Data or other identifiable sensitive information into publicly available or consumer AI services and will, wherever reasonably practicable, use anonymised, pseudonymised or otherwise minimised information.

Onyxio seeks to demonstrate the same standards of responsible AI governance that it advises its Clients to adopt, including transparency, accountability, human oversight, data minimisation and appropriate security controls. Where a Client has specific requirements relating to the use of AI, Onyxio will work with the Client to align its approach where reasonably practicable.

12. Professional Standards

Onyxio provides professional advice based on its experience, judgement and the information made available during the engagement. 

Professional services involve the exercise of judgement and cannot guarantee any particular commercial, regulatory or operational outcome. The Client remains responsible for evaluating recommendations and for all decisions relating to their implementation.

13. Limitation of Liability

To the fullest extent permitted by law, Onyxio's aggregate liability arising out of or in connection with the Agreement shall not exceed the fees paid by the Client under the relevant Engagement Order.

Neither party shall be liable for any indirect, consequential or special loss, including loss of profit, anticipated savings, business opportunity, goodwill or reputation.

Nothing within these Terms excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence or any liability that cannot lawfully be excluded.

14. Termination

Either party may terminate this Agreement where the other party commits a material breach which remains unremedied for fourteen (14) days following written notice, or becomes insolvent.

Termination shall not affect any rights, remedies, obligations or liabilities accrued prior to the effective date of termination, including the Client's obligation to pay all fees and expenses accrued or invoiced in respect of Services performed prior to termination. Clauses relating to intellectual property, confidentiality, information security, data protection, limitation of liability and governing law shall survive termination.

15. General

Onyxio may use appropriately qualified employees, contractors or specialist associates to deliver the Services and shall remain responsible for their work.

Neither party shall make any public announcement relating to the Services or this Agreement without the prior written consent of the other. With the Client's prior written consent, Onyxio may identify the Client as a client and use the Client's name, logo and an agreed case study describing the Services for marketing or business development purposes.

Neither party may assign or transfer this Agreement without the prior written consent of the other, except as part of a bona fide corporate reorganisation or the sale of substantially all of its business or assets.

During the term of this Agreement and for twelve (12) months following its termination or completion, neither party shall knowingly solicit for employment or engagement any employee, contractor or specialist associate of the other party who has been materially involved in the Services, without the other party's prior written consent. This restriction shall not apply to recruitment resulting from general advertising or other recruitment activities not specifically directed at such individuals.

No amendment to this Agreement shall be effective unless made in writing and agreed by both parties.

This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, representations and understandings relating to that subject matter, whether oral or written.

A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

16. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.