Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Orkanza ([TODO: legal entity name], "Orkanza", "we", "us", or "our"). By accessing orkanza.com (the "Site") or engaging us for automation, rapid development, or related professional services (the "Services"), you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

The Services are intended for businesses and professionals aged 18 or over. By using the Site or Services you confirm you meet those requirements and that your use complies with all laws applicable to you and your organisation.

Orkanza provides AI-powered workflow automation, rapid software development, system integration, and related advisory services as described on the Site. Specific deliverables, timelines, fees, and any service-level commitments are set out in a separate written engagement document (a Statement of Work, proposal, or signed quote) that we issue for each project.

Where there is a conflict between these Terms and a signed engagement document, the signed engagement document prevails for that engagement.

Information submitted via the quote form is a request for a proposal, not an order. No engagement exists until we issue a written proposal and you accept it in writing (including by email or by countersigning the proposal).

Quotes are valid for the period stated on them, or 30 days where no period is given. We reserve the right to refuse or withdraw any quote prior to acceptance.

To enable us to deliver the Services, you agree to:

• Provide accurate, complete, and timely information, materials, decisions, and approvals.
• Maintain reasonable security of any credentials you share with us and promptly revoke them at the end of an engagement.
• Ensure you have all necessary rights, licences, and consents for any data, content, or third-party systems you ask us to work with.
• Comply with all laws applicable to your business, including data protection and consumer law.
• Pay invoices in accordance with the agreed payment terms.

• Fees and currency are as set out in the signed engagement document. Default currency is [TODO: e.g. USD] unless otherwise specified.
• Unless agreed otherwise, invoices are due [TODO: e.g. within 14 days] of issue. Late payments may accrue interest at the statutory rate applicable in [TODO: governing jurisdiction].
• All fees are exclusive of taxes (VAT/GST/sales tax) which are payable in addition where applicable.
• Third-party costs (e.g. SaaS subscriptions, API credits, infrastructure) required to deliver the Services are billed at cost unless otherwise agreed.

7.1 Client deliverables

Subject to full payment, you will own the bespoke deliverables (e.g. workflow configurations, custom code, documentation) created specifically for you under a signed engagement document.

7.2 Pre-existing and reusable materials

We retain ownership of our pre-existing tools, frameworks, templates, libraries, know-how, and any general improvements (collectively, "Reusable Materials") used to create deliverables. To the extent any Reusable Materials are embedded in your deliverables, we grant you a non-exclusive, worldwide, royalty-free, perpetual licence to use them for your business operations as part of those deliverables.

7.3 Third-party components

Deliverables may include or rely on third-party software (e.g. open-source libraries, SaaS tools). Your use of those components is subject to their respective licences and terms.

7.4 Marketing reference

Unless you opt out in writing, we may reference your name and logo as a client in our marketing materials. Detailed case studies require your prior written approval.

Each party will keep the other's non-public information confidential and use it only for the purposes of the engagement. This obligation continues for three (3) years after the end of the engagement and indefinitely for trade secrets. It does not apply to information that is or becomes public through no fault of the receiving party, is independently developed without reference to confidential information, or is required to be disclosed by law (subject to prompt notice where lawful).

Our handling of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor in connection with an engagement, the parties will enter into a separate Data Processing Agreement.

You agree not to:

• Attempt to gain unauthorised access to any part of the Site, our systems, or other users' data.
• Use the Site to transmit malware, spam, or any unlawful, infringing, or harmful content.
• Scrape, reverse-engineer, or use automated tools to collect content beyond what is reasonable for personal browsing.
• Misrepresent your identity or affiliation.

We will perform the Services with reasonable skill and care consistent with generally accepted industry practice.

Except as expressly set out in these Terms or a signed engagement document, the Site and Services are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

AI-generated outputs may contain errors, omissions, or biases. You are responsible for reviewing such outputs before relying on them for business-critical decisions.

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption.
• Our aggregate liability arising out of or in connection with these Terms and any engagement will not exceed the fees paid by you to us under the applicable engagement in the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot be limited under applicable law.

You agree to indemnify and hold Orkanza harmless from any third-party claim arising out of (a) your breach of these Terms, (b) your violation of applicable law, or (c) content, data, or instructions you supply to us infringing the rights of a third party. We will provide prompt notice of any such claim and reasonable cooperation in its defence.

Either party may terminate an engagement for material breach that remains uncured 15 days after written notice. Upon termination you remain liable for fees and out-of-pocket costs incurred up to the termination date and for any work-in-progress that cannot reasonably be cancelled.

Sections that by their nature should survive termination — including IP, Confidentiality, Limitation of liability, Indemnification, and Governing law — survive any termination of these Terms or an engagement.

These Terms are governed by the laws of [TODO: governing jurisdiction, e.g. England and Wales], without regard to its conflict-of-laws principles. The courts of [TODO: exclusive venue, e.g. London, United Kingdom] have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, except that either party may seek interim relief in any competent court.

We may update these Terms from time to time. Material changes will be communicated via the Site or by email. Continued use of the Site or Services after the effective date constitutes acceptance of the revised Terms.

• Entire agreement. These Terms together with any signed engagement document constitute the entire agreement between the parties regarding the Services.
• Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or as part of a corporate transaction.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.

For questions about these Terms:

• Email: legal@orkanza.com
• Post: [TODO: postal address for legal correspondence]