The commercial frame.

1. Services

Diligence OS provides typed, cited diligence workflows against source documents the House supplies, producing a memorandum and audit log per engagement. The workflows supported are listed in Schedule A. New workflows require written addenda, not a new master.

2. Engagement letters

Each engagement is scoped in an engagement letter identifying the mandate, the workflow, the principal counterparty, the materiality threshold, the fee basis, and the expected timeline. The engagement letter incorporates this master by reference and cannot override it except where expressly stated.

3. Fees and invoicing

Fees are either a fixed fee per engagement or a subscription at one of the published tiers (Analyst, Advisor, Firm). Invoices are issued through Stripe on the first business day of the month, net thirty. Late payment accrues interest at the lesser of 1.5% per month or the maximum rate permitted by law. Disputed amounts must be raised in writing within fifteen days of the invoice date.

4. Term and termination

The master runs for an initial term of one year and auto-renews annually unless either party gives sixty days written notice. Either party may terminate for material breach uncured after thirty days written notice, for insolvency, or for a change of control affecting the other party. Termination of the master terminates all open engagements.

5. Intellectual property

The House owns all source documents it supplies and all memoranda produced for it. Diligence OS owns the platform, the prompt registry, the workflow runtime, and any aggregated statistics that cannot be linked to a specific House or engagement. Diligence OS does not train models on House data. A feedback submission gives Diligence OS a perpetual, non-exclusive licence to use the feedback to improve the platform, on condition that the feedback does not identify the House, the counterparty, or any natural person.

6. Confidentiality

Each party will treat the other’s confidential information as its own. Confidentiality obligations survive termination for five years. Source documents, memoranda, and engagement letters are House confidential information; platform architecture and pricing are Diligence OS confidential information.

7. Data protection

The attached data-processing agreement at /principles/dpa governs processing of personal data. In the event of conflict between this master and the DPA, the DPA controls with respect to personal data.

8. Security and incident response

Diligence OS maintains the security posture published at /principles. Material changes to that posture are notified to the House with thirty days written notice. The House is entitled to a written incident report for any event affecting its engagement within seventy-two hours of confirmation.

9. Warranties and disclaimers

Diligence OS warrants that the services will be performed with the care and skill reasonably expected of a competent professional. Diligence OS is not a registered investment adviser and does not warrant that a memorandum will recommend any course of action; the decision rests with the House. No other warranties, express or implied, are given.

10. Limitation of liability

Neither party is liable for indirect, incidental, special, or consequential damages. Each party’s aggregate liability under the master and all engagements in any rolling twelve-month period is capped at the fees paid in that period, save for liability arising from a breach of confidentiality, an indemnification obligation, a wilful or fraudulent act, or liability that cannot be limited by law.

11. Indemnification

Diligence OS will defend and indemnify the House against any third-party claim that the services as delivered infringe the intellectual-property rights of a third party. The House will defend and indemnify Diligence OS against any third-party claim arising from source documents it supplies or from its decisions made in reliance on a memorandum.

12. Assignment

Neither party may assign the master without the other’s written consent, except that either party may assign to a successor in a merger, acquisition, or sale of all or substantially all of its assets.

13. Governing law and disputes

The master is governed by the laws of England and Wales. Disputes are resolved by confidential arbitration in London under the LCIA rules, by a single arbitrator, in English. Nothing in this section limits either party’s right to seek injunctive relief in any court of competent jurisdiction.

14. Notices

Notices are in writing, in English, by email to the addresses designated at signature with acknowledgement of receipt, or by recorded delivery to the registered offices named at signature.

15. Entire agreement

The master, the engagement letters issued under it, and the DPA constitute the entire agreement between the parties and supersede all prior agreements on the same subject matter. An amendment is effective only when signed by an authorised representative of each party.

To request the executable PDF and begin negotiation, email alex@goodfriendsbadtimes.com→. Back to principles.