ORIVYS – Terms and Conditions
1. Parties and Interpretation
1.1 Supplier
These Terms and Conditions (“Terms”) are entered into between Exoter Technologies Ltd, a company incorporated in England and Wales (company number: 16683767) with registered office at 5, Yard 12 Wildman Street, Kendal, Cumbria, LA9 6EN (the “Supplier”), and the organisation identified in the relevant Order Form (the “Customer”).
The Supplier may deliver development, maintenance and support services through affiliated or subcontracted entities, including WebOrbit Informatikai Kft., without affecting the Supplier’s responsibilities under these Terms.
1.2 Interpretation
Capitalised terms have the meanings given to them in these Terms, the Order Form, or the Service Level Agreement (“SLA”).
2. The Service
2.1 Description
The Supplier provides access to ORIVYS, a cloud-hosted software platform designed to support operational, administrative and data management needs of organisations, including education and supported living providers.
The Service is provided on a software-as-a-service (SaaS) basis and is accessible via supported web browsers.
2.2 Changes
The Supplier may update, modify or improve the Service from time to time, provided that such changes do not materially reduce core functionality during an active subscription term.
3. Free Trial
3.1 Trial Period
The Supplier may offer a free trial of the Service for a period of up to twenty-eight (28) days (the “Trial Period”).
3.2 No Obligation
The Customer may cancel the Service at any time during the Trial Period without charge.
3.3 Automatic Conversion
Unless the Customer cancels prior to the end of the Trial Period, the subscription will automatically convert into a paid subscription in accordance with Clause 8.
3.4 Transparency
This arrangement is intended to comply with principles of transparency and fairness under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.
4. Access and Use
4.1 User Accounts
The Customer is responsible for:
- managing user access
- maintaining the confidentiality of login credentials
- all activity carried out under its accounts
4.2 Acceptable Use
The Customer must not:
- misuse the Service
- attempt unauthorised access
- use the Service in breach of applicable laws or regulations
5. Customer Responsibilities
The Customer is responsible for:
- the accuracy and lawfulness of all data entered into the Service
- compliance with applicable safeguarding, regulatory, and operational obligations
- ensuring appropriate internal controls over system usage
6. Data Protection and Security
Each party shall comply with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018.
The Supplier processes personal data on behalf of the Customer in accordance with the Data Processing Agreement (DPA), which forms part of these Terms.
The Service is hosted on Google Cloud Platform (London, United Kingdom region).
The Supplier implements appropriate technical and organisational measures to protect data, including secure access controls and encryption in transit.
7. Intellectual Property
7.1 Supplier IP
All intellectual property rights in the Service remain the property of the Supplier or its licensors.
7.2 Licence
The Supplier grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to use the Service for internal business purposes during the subscription term.
7.3 Customer Data
The Customer retains ownership of all data uploaded to the Service.
8. Fees, Billing and Subscription
8.1 Subscription Model
The Service is provided on a subscription basis, billed monthly or annually, as specified in the Order Form.
8.2 Payment Processing
Payments are processed via a third-party payment provider (including Stripe). The Customer authorises the Supplier to charge applicable fees using the selected payment method.
The Supplier remains the contracting party, and all payment obligations are owed to the Supplier.
8.3 Commencement of Paid Subscription
Following the expiry of the Trial Period, the selected subscription plan will commence automatically.
8.4 Recurring Billing
Subscriptions renew automatically unless cancelled in accordance with Clause 8.5.
8.5 Cancellation
The Customer may cancel the subscription at any time:
- monthly subscriptions: effective at the end of the current billing period
- annual subscriptions: effective at the end of the current term
Cancellation must be made via the Service or by written notice. Stopping or reversing payment alone does not constitute valid cancellation.
8.6 Fees
All fees are exclusive of VAT and applicable taxes.
8.7 Refunds
Monthly subscriptions are non-refundable.
Annual subscriptions are non-refundable, except where required by law or at the Supplier’s discretion.
8.8 Price Changes
The Supplier may amend subscription fees upon reasonable notice. Changes take effect at the next renewal.
9. Failed Payments, Suspension and Termination for Non-Payment
9.1 Failed Payments
If a payment fails, the Supplier may retry payment and notify the Customer. The Customer is responsible for maintaining valid payment details.
9.2 Grace Period
The Supplier may continue to provide access to the Service for a reasonable period following failed payment.
9.3 Suspension
The Supplier may suspend or restrict access to the Service where payment remains outstanding after reasonable notice.
9.4 No Waiver of Payment
Continued access to the Service during any grace period does not waive the Customer’s obligation to pay outstanding fees.
9.5 Termination for Non-Payment
The Supplier may terminate the subscription where payment remains outstanding.
9.6 Reactivation
The Supplier is not obliged to restore access, reactivate the account, or provide any data unless all outstanding fees have been paid in full.
10. Data Retention and Deletion
Following termination:
- Customer data will be retained for a limited period (typically up to 45 days)
- during this period, restoration or data access may be provided at the Supplier’s discretion and subject to full payment of outstanding fees
After this period, data may be permanently deleted.
The Supplier is not obliged to retain or provide data beyond this period.
11. Service Levels
Support and service commitments are defined in the Service Level Agreement (SLA).
The Supplier will use reasonable endeavours to ensure availability of the Service.
12. Liability
Nothing in these Terms excludes or limits liability for:
- death or personal injury caused by negligence
- fraud or fraudulent misrepresentation
Subject to this:
- the Supplier’s total liability is limited to the fees paid in the preceding 12 months
- the Supplier is not liable for indirect or consequential loss, including loss of profits, revenue, or data
This clause is intended to be reasonable and enforceable under the Unfair Contract Terms Act 1977.
13. Indemnity
The Customer shall indemnify the Supplier against any claims, losses or liabilities arising from:
- unlawful or improper use of the Service
- breach of applicable laws or regulations
- infringement of third-party rights through Customer data
14. Force Majeure
Neither party shall be liable for failure or delay caused by events beyond its reasonable control.
15. Fair Use and Transparency
The Supplier shall ensure that key commercial terms are communicated clearly in accordance with:
- Consumer Rights Act 2015
- Consumer Protection from Unfair Trading Regulations 2008
16. General
16.1 Entire Agreement
These Terms constitute the entire agreement between the parties.
16.2 Governing Law
These Terms are governed by the laws of England and Wales.
16.3 Jurisdiction
The courts of England and Wales shall have exclusive jurisdiction.