Terms of business

About these terms

These terms are between Orata Ltd, company number 12019287, registered office c/o Armstrongs Accountants, Alexandra House, Queen Street, Leek, Staffordshire, England, ST13 6LP ("Orata", "we", "us"), and the business that buys from us ("you").

They apply from the moment you accept a quote or proposal, start a support plan, buy an hour pack, or ask us to start work. Together with the proposal, statement of work or order for the job, they're the whole agreement between us. If something in a proposal conflicts with these terms, the proposal wins. Your own purchase order terms don't apply unless we've agreed them in writing.

We only work with businesses. By agreeing to these terms you confirm you're buying for a business and have the authority to bind it.

What we do

We build, fix and look after business systems: Podio workspaces, automations, integrations, client portals and internal tools. We sell that work in four ways:

• Support plans: a monthly fee to keep an existing system running.
• Hour packs: prepaid blocks of time to spend on anything we do.
• Systems audits: a fixed-price, fixed-scope review.
• Custom builds: projects scoped and priced in writing before we start.

Work we agree by email or in the portal outside those is charged at our hourly rate, which we'll confirm before we start.

Support plans

• Plans are billed monthly in advance, from the date the plan starts.
• Each plan includes what its tier describes on our support plans page at the time you sign up: response times, monitoring, and a number of included changes.
• An included change edits something that already exists. Anything new is a project and gets its own quote. Included changes don't roll over to the next month.
• You can cancel or change tier with 30 days' written notice. Email is fine. The plan runs to the end of the notice period and you're billed for it.
• We can change a plan's price or contents with 30 days' written notice. If you don't like the change, you can cancel before it takes effect.

Hour packs

• Hours in a pack are valid for 6 months from the date you buy it.
• Refunds: if you change your mind within 14 days of buying and none of the hours have been used, we'll refund the pack in full. After 14 days, or once any hours are used, packs are non-refundable.
• Unused hours expire at the end of the 6 months. We may extend that, but don't have to.
• We log every minute against your pack and you can see the log in the portal. Hands-on work counts: building, configuring, testing, debugging, and working sessions you book with us. The first scoping call and quick questions are free.
• If work runs past your pack, we'll check with you first. You can top up with another pack, or we bill the extra at our standard hourly rate.

Audits and builds

Systems audits and custom builds are scoped in writing before we start. The proposal sets out what we'll deliver, the price, the payment schedule and the expected timeline.

• Changes to scope. If you want something the proposal doesn't cover, we'll quote it as a change before doing it. Nothing extra is charged without your agreement.
• Timelines are our honest estimate. They depend on you giving us access, information and decisions when we need them. If we're held up waiting, the timeline moves.
• Sign-off. When we hand something over, you have 10 working days to tell us if it doesn't do what the proposal said. If you start using it for real work, or we hear nothing, it counts as accepted.

Your side of the deal

For us to do good work, you agree to:

• give us the access, accounts and information we need, when we need them
• have one person who can make decisions and answer questions
• make sure you have the right to share any data or material you give us, and that our using it to do the work is lawful
• pay for and keep up the subscriptions your systems run on, such as Podio, automation tools and integrations. Those accounts are yours and their own terms apply.
• keep your own backups of business-critical data, unless we've agreed in writing to do that for you
• keep any login details we give you secure

Third-party platforms

Most of what we build runs on someone else's platform: Podio, GlobiFlow, ProcFu, Zapier, Make and the tools they connect to. We don't control those platforms. We're not responsible for their outages, price changes, or for features they change or remove. If a platform change breaks something we built, fixing it is covered by your support plan where the plan includes it, and otherwise is new work we'll quote.

Fees and payment

• Prices are in the currency on the quote or invoice, usually US dollars or pounds sterling. They don't include VAT or other sales taxes, which we add where they apply.
• Invoices are due within 14 days of the invoice date, unless the invoice says otherwise.
• You pay any bank, transfer or currency conversion fees on your side, so we receive the invoiced amount in full.
• If an invoice is late, we can charge interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998. Interest is currently 8% a year above the Bank of England base rate.
• If an invoice is more than 7 days overdue, we can pause work after telling you in writing, until it's paid. Timelines move by the length of the pause.

Quality and fixes

We'll do the work with reasonable skill and care, to the standard you'd expect from an experienced systems consultancy.

If something we built doesn't work as agreed and you tell us within 30 days of handover, we'll fix it free of charge. That doesn't cover problems caused by changes made by anyone else, by third-party platforms, or by data or instructions you gave us. After 30 days, fixes are covered by a support plan or charged as new work.

Software is never completely free of bugs, and we can't promise any system will run without interruption. Beyond what these terms say, we give no other promises about the work, to the extent the law allows.

Who owns the work

• What we build for you is yours once you've paid for it in full: the apps, workflows, code and documents we make specifically for your business.
• What we bring stays ours. We'll often reuse our own tools, templates, code libraries and know-how that existed before your job or aren't specific to it. You get a permanent, royalty-free licence to use whatever of that is built into your system, for your business.
• Until you've paid, we give you a licence to use the work so the project can go ahead.
• We won't name you as a client or describe your project publicly without asking you first.

AI tools

We use AI tools, mainly Anthropic's Claude, to help us build, test, write and summarise. It lets us do more in the hours you pay for.

• We only use AI providers whose business terms say they don't train their models on our data.
• A person reviews everything before it goes into your system or to you, and we're responsible for the work either way.
• We never give AI tools your passwords or other credentials.
• If you don't want AI used on your data or your project, tell us in writing and we'll keep it out. That may affect the price or timeline, and we'll tell you if it does.

Confidentiality

We'll each keep the other's confidential information private, use it only for the work, and only share it with people who need it and are bound to keep it private. That includes your business data, processes and pricing, and our methods and pricing. It doesn't cover information that's already public, that the other side already had, or that the law requires to be shared. This lasts during the agreement and for 5 years after it ends.

Data protection

We each follow UK data protection law. For our own records about you, such as contacts, emails and invoices, we're the controller and our privacy policy applies. When we handle personal data inside your systems on your behalf, you're the controller, we're your processor, and the data processing schedule below applies.

Liability

• Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law doesn't allow to be limited.
• Neither of us is liable for indirect losses: loss of profit, revenue, business, goodwill or anticipated savings, or any loss that wasn't reasonably foreseeable when we agreed the work.
• Lost or damaged data. We're not liable for it, except for the reasonable cost of restoring it from the most recent backup, where we were responsible for that backup.
• Our total liability for all claims arising from or in connection with the agreement, whether in contract, negligence or otherwise, is limited to the total fees you paid us in the 12 months before the event that led to the claim.
• This section doesn't limit your obligation to pay invoices.
• Any claim must be brought within 2 years of the date you knew, or should have known, about the problem.

Ending the agreement

• Support plans end with 30 days' notice, as above. Hour packs end when the hours are used or expire. Projects end when they're delivered, unless the proposal says otherwise.
• Either of us can end the agreement straight away by written notice if the other seriously breaks it and doesn't put it right within 14 days of being asked, or becomes insolvent.
• You can stop a project at any time by telling us in writing. You pay for the work done up to that point and any costs we can't recover.
• When the agreement ends, you pay what's owed for work done. We'll hand back your credentials, give you anything we've built that you've paid for, and delete your data as the data processing schedule says.
• The sections on payment, ownership, confidentiality, data protection and liability carry on after the agreement ends.

The legal small print

• Events outside our control. Neither of us is responsible for delays caused by things outside our reasonable control, such as a platform outage, a major internet failure, illness or extreme weather. We'll tell each other as soon as we can.
• Subcontractors. We may use trusted subcontractors for parts of the work. We're responsible for their work as if it were our own.
• Changes to these terms. We may update these terms by giving clients 30 days' notice by email. Changes apply to new work, and to support plans from the next billing period after the notice. Work already agreed stays on the terms in place when it was agreed.
• Notices can be sent by email: to us at [email protected], and to you at the address you deal with us from.
• Transfer. Neither of us may transfer the agreement without the other's consent, except that we may transfer it to a business that takes over Orata.
• Third parties. No one else has rights under these terms, including under the Contracts (Rights of Third Parties) Act 1999.
• If a part doesn't hold up. If a court decides any part of these terms is invalid, the rest still applies. Not enforcing a term straight away doesn't mean we've given it up.
• Law. These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, wherever you're based.

Schedule: data processing

This schedule applies whenever we process personal data on your behalf. It covers what UK GDPR Article 28 requires and forms part of the agreement.

What we process

What we promise

• We only process the data on your documented instructions, which include these terms, the proposal and what you ask for in writing. If we think an instruction breaks data protection law, we'll tell you.
• Everyone at Orata who handles the data is bound to keep it confidential.
• We keep appropriate security in place, including encryption in transit and at rest, two-factor sign-in, and access limited to the people doing your work.
• We'll help you respond to people using their data rights, and with security, breach notifications and impact assessments, as far as is reasonable given what we do for you.
• If we become aware of a personal data breach affecting your data, we'll tell you without undue delay, and in any case within 48 hours, with what we know.
• When the work ends, we'll delete or return your personal data, as you choose, unless the law requires us to keep it. Backups age out within their normal cycle.
• We'll give you the information you reasonably need to show we're meeting this schedule, and allow a reasonable audit with reasonable notice, at your cost.

Subprocessors

You authorise us to use the service providers listed in our privacy policy. We'll give you at least 14 days' notice of a new subprocessor that will handle your data, and you can object on reasonable data protection grounds. If we can't resolve the objection, you can end the affected service. We have a written contract with each subprocessor that protects the data at least as well as this schedule, and we're responsible for what they do with it.

Transfers outside the UK

We only transfer your personal data outside the UK with a safeguard UK law recognises, such as an adequacy decision or the UK International Data Transfer Agreement or Addendum.