Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the OroMiQ platform, including the website at oromiq.com and all associated applications, APIs, and services (collectively, the "Service"), operated by OroMiQ Ltd, a company registered in England and Wales (company number 17083358) with its registered office at Bank Gallery, 13 High Street, Kenilworth, CV8 1LY ("OroMiQ", "we", "us", or "our"). We are registered with the Information Commissioner's Office under registration number ZC250073.

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms.

In these Terms, "you" and the "Customer" mean the business or organisation that holds the Account. The Service is for business customers only. By creating an Account, you confirm that you are acting for the purposes of your trade, business or profession and not as a consumer.

If you have a separate written agreement with us that covers the Service, that agreement prevails over these Terms where the two conflict.

2. Definitions

• "Account" means your organisation's registered account on the Service. The Service calls your Account your "workspace".
• "User" means an individual you give a login to your Account, whether the person who created it or an invited team member. The Service calls Users "team members". You pay for each User (see section 4.1).
• "Account administrator" means a User with permission to manage your Account's billing and settings.
• "Subscription" means your paid access to the Service: the plan, the Users you pay for, and any packs, add-ons and extra allowances you add.
• "Customer Data" means the data, content and information that you or your Users upload or enter into the Service, or send and receive through it, including companies, contacts, activities, emails, documents, deals and invoices. It does not include Public Data or the analysis we provide (see sections 6 and 10).
• "Public Data" and "data layers" have the meanings given in section 6.

3. Account Registration

To use the Service, you must create an Account by providing accurate and complete information. You are responsible for maintaining the security of your Account credentials and for all activity that occurs under your Account.

Each login is for one named User. You must not share a login between people, or let anyone use the Service without a login of their own. If we reasonably believe a login is being shared, we may ask you to add a User for each person using it, or suspend that login until you do.

Every User must set up two-step verification, with an authenticator app or a passkey, and keep it to themselves. We limit how many devices one login can be signed in on at the same time, so signing in on another device may sign out an earlier one.

You must tell us straight away, by emailing hello@oromiq.com, if you become aware of any unauthorised use of your Account.

4. Plans, Trial and Billing

4.1 Plan. The Service has one plan, priced per User per month. Your Subscription includes one User and you can add more at any time. You can also add packs (currently the Finance, Sales, Marketing and Telesales packs), add-ons (currently Align, Web Forms, E-signature and Secure Rooms) and extra allowances (currently additional document storage and intelligence alerts). Some packs are priced per seat. You choose how many of your Users hold a seat, and a pack set to Everyone changes with your number of Users. Other packs are a flat monthly price for your organisation. E-signature and Secure Rooms come in tiers, each with a different allowance, and you can hold one tier of each at a time. Current prices are on our pricing page.

Data layers (section 6) are free and are not packs or add-ons. An intelligence alert is an alert you set up on a data layer, for example to hear about new registrations that match a search. The Service and our pricing page call these intelligence subscriptions. Every Subscription includes 10 intelligence alerts, and you can buy more in blocks of 5.

4.2 VAT. Our prices exclude VAT. We add VAT at the UK standard rate, currently 20%, and show it on every invoice. If the rate of VAT changes, the VAT we charge changes with it. If you subscribed at prices that included VAT, they continue to include it, and if the rate of VAT changes, those prices stay the same unless we change them under section 4.4.

4.3 Free trial. New Accounts start with a free trial of 14 days, or longer if a voucher gives one. We take your card details when you sign up but do not charge you during the trial. You can add Users, packs and add-ons during the trial without charge, and we start charging for them when it ends. Unless you cancel before the trial ends, your paid Subscription starts automatically when it ends and we charge your card for the plan, Users, packs and add-ons on your Account. If you cancel during the trial, you pay nothing.

4.4 Billing. After any trial, we bill monthly in advance, on the same date each month. We only take payments on that date: pro-rated amounts and credits for changes you make during a billing period are added to your next monthly invoice, or to your final invoice if you cancel (section 4.9), not charged separately. Payments are processed by Stripe. You authorise us to charge your payment method for all fees due under these Terms. We may change our prices by giving you at least 30 days' notice. If you do not accept a price change, you can cancel before it takes effect, and your current price keeps applying until your cancellation takes effect.

4.5 Users. After any trial, when you add Users, we add a pro-rated amount for the rest of the current billing period to your next invoice. When you remove Users, the change takes effect straight away and your next invoice is charged for the lower number. We do not give a credit for the rest of the current period. You cannot pay for fewer Users than you have active logins. A pack priced per seat and set to Everyone changes with your number of Users in the same way.

4.6 Packs and add-ons. A pack or add-on you add after signup starts straight away. After any trial, we add a pro-rated amount for the rest of the billing period to your next invoice. It has a minimum commitment of 28 days from the day you add it, even if you add it during the trial: until then you cannot remove it or move it to a lower tier. When you remove a pack or add-on after the minimum commitment, it stops straight away and we credit the unused part of the billing period to your next invoice. Moving to a higher tier takes effect straight away, your next invoice charges or credits the difference, and the new tier has its own 28-day minimum commitment. Packs and add-ons included in your Subscription at signup, including through a voucher, have no minimum commitment. The minimum commitment only stops you removing a single pack or add-on. It does not stop you cancelling your whole Subscription under section 4.9, or cancelling during the free trial under section 4.3. For a pack priced per seat, after any trial, we add a pro-rated amount for each seat you add to your next invoice. When you remove seats, the lower charge applies from your next invoice, with no credit for the current period. You cannot hold fewer seats in a pack than the Users you have assigned to it. You can add blocks of extra document storage or intelligence alerts at any time, and we add a pro-rated amount to your next invoice. If you reduce them, the lower charge applies from your next invoice, with no credit for the current period.

4.7 Allowances. Your plan, packs and add-ons include usage allowances, for example for document storage, marketing email sends, e-signature envelopes, secure rooms and intelligence alerts. If you reach an allowance, you can still see everything in your Account, but new use of that feature is blocked until you free up space, the allowance resets or you buy more. We never add charges automatically because you have reached an allowance.

4.8 Vouchers and discounts. A voucher or discount code applies only on the terms shown when you use it, for example a longer free trial, a discount for a set period, or packs included in your Subscription at signup. Packs included through a voucher are charged at the price shown at signup once any trial or discount ends, and you can remove them from Settings at any time (see section 4.6). Codes have no cash value and may expire or be withdrawn before they are used. When a discount ends, our normal prices apply.

4.9 Cancelling. An Account administrator can cancel at any time from Settings, then Subscription & billing. Cancellation takes effect at the end of the current billing period, or at the end of the free trial if you are still in it, unless section 7.2 lets you end it straight away. You keep full access until then and can reactivate before then. Apart from the credits described in section 4.6 and the refund described in section 7.2, we do not refund or credit fees for part of a billing period. When your Subscription ends for any reason, any pro-rated amounts you still owe remain payable, less any credits due to you. When you cancel, we collect them on a final invoice. If your credits are larger, the difference stays as a credit on your Account and is taken off your invoices if you subscribe again. We do not refund it.

4.10 Failed payments. If a payment fails, we email your Account administrator and try to take the payment again several times over the next 14 days. While it is outstanding, you can keep using your core records, such as companies, contacts and activities, but records and features that belong to paid packs and add-ons become read-only: you can see them, but not change them or use those features. We do not raise a further monthly invoice while a payment is outstanding. If you pay within the 14 days, everything works again straight away and your billing date does not change. If the payment is still outstanding 14 days after it first failed, your Subscription ends on that day and section 14.2 applies. The unpaid amount is still owed after your Subscription ends, and we may ask you to pay it before you subscribe again. We may also suspend or end your access for non-payment under section 14.1.

5. Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You shall not:

• Use the Service in any way that violates applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Service, other customers' accounts, or systems connected to the Service.
• Reproduce, redistribute, sell, or commercially exploit Public Data as compiled, matched or presented by the Service, or our analysis of it, except for your own internal business use. This does not limit your right to use open data you obtain directly from its source under that source's own licence, such as the Open Government Licence.
• Use automated tools, bots, or scrapers to extract data from the Service without our written consent, other than through an API or integration we provide, used in line with its documentation.
• Interfere with or disrupt the integrity or performance of the Service.

6. Public Register and Open Data

The Service can enrich your records with publicly available data drawn from UK public registers and open data sources, through optional features you can switch on and off ("data layers"). Depending on the data layers you enable, these sources include Companies House, The Gazette, the Government's Gender Pay Gap service, the Energy Performance Certificate (EPC) register, the Information Commissioner's Office (ICO) register of fee payers, the Food Standards Agency's food hygiene ratings, the Care Quality Commission (CQC), and the Care Inspectorate (Scotland) open datastore (together, "Public Data"). Some Public Data is used under the Open Government Licence v3.0. Where a source requires attribution, we show it with the data in the Service, and our Data sources page lists every source and the licence or terms we use it under.

The business rates data layer does not import, store or republish any business rates data. It adds a link from a company record to the Valuation Office Agency's public Find business rates service, with the company's postcode ready to copy. Information you view there comes from the Valuation Office Agency, not from OroMiQ, and your use of that service is governed by the Valuation Office Agency's own terms. We do not control that service and are not responsible for its content or availability.

Data layers are optional. We may add, change or withdraw a data layer, or change what it shows, for example if a source changes its data, its terms or its licence, or stops publishing it.

While we take reasonable steps to ensure accuracy, Public Data is provided "as is". Each source publishes on its own schedule, so Public Data can lag behind events. OroMiQ does not guarantee the completeness, accuracy, or timeliness of any Public Data. You should independently verify any information before making decisions based on it.

Scores, indicators, benchmarks and other analysis that OroMiQ calculates from Public Data are our own work. They are for guidance only, are not predictions of any regulatory outcome, and have not been reviewed or approved by the bodies that publish the data.

Some data layers let you search a public register, get alerts about new registrations or changes that match your filters, and add the organisations you find to your CRM. You decide whether and how to contact them, and you are responsible for doing so lawfully (see section 7).

When you add an organisation or person from Public Data to your records, for example as a company or a contact, the copy in your records becomes Customer Data. Public Data that a data layer shows alongside it stays Public Data.

Some sources attach conditions to how their data may be used, and those conditions apply to your use of the data within the Service. In particular, you must not use data derived from the ICO register of fee payers for direct marketing purposes, and you must not use address data derived from the EPC register other than to identify a property. More generally, you must not use Public Data presented in the Service for any purpose the originating source prohibits.

OroMiQ is an independent company. We are not affiliated with, endorsed by, or acting on behalf of Companies House, the publishers of The Gazette, the Government's Gender Pay Gap service, the Energy Performance Certificate register, the Information Commissioner's Office, the Food Standards Agency, the Care Quality Commission, the Care Inspectorate, the Valuation Office Agency or any other public body or service whose data is used in the Service or that the Service links to. We use their names only to identify where data comes from.

7. Data Protection

7.1 Our data. For Account, billing, support and security data, and for the Public Data we compile for the data layers, OroMiQ is the controller, as described in our Privacy Policy.

7.2 Your Customer Data. For personal data in your Customer Data (for example contacts, emails, documents, web form submissions and signing records), you are the controller and OroMiQ processes that data on your behalf. We process it to provide and support the Service for as long as you have an Account, and for any longer period described in section 14.4. It can include contact details, communications, documents, signing records and any other personal data you put in, about your contacts, their staff, your Users and anyone else whose data you put in. When we process it, we:

• process it only on your documented instructions, which are these Terms and the way you use and configure the Service, unless the law requires otherwise, and tell you if we believe an instruction breaks data protection law;
• make sure everyone we authorise to process it is bound by a duty of confidentiality;
• protect it with appropriate technical and organisational security measures;
• use the service providers listed in our Privacy Policy that process Customer Data, which you authorise, and bind each of them to data protection terms that give it the same protection. We will tell your Account administrator at least 30 days before we add or replace one of them, and if you object on reasonable grounds and we cannot resolve it, you can end your Subscription with immediate effect by telling us before the change takes effect. If you do, we refund the fees you have paid for the rest of the billing period, less any pro-rated amounts you owe under section 4.9;
• transfer it outside the UK only where the transfer is protected as UK data protection law requires, as described in our Privacy Policy;
• help you respond to requests from people exercising their data protection rights where you cannot do so yourself in the Service, and help you meet your obligations on security, personal data breaches, data protection impact assessments and consultation with the Information Commissioner's Office;
• tell you without undue delay if we become aware of a personal data breach affecting your Customer Data;
• delete or return it at your choice when you no longer use the Service (see section 14), unless the law requires us to keep it; and
• give you the information you reasonably need to show that we meet these obligations, by answering your reasonable written questions and, where that is not enough, allowing an audit by an independent auditor you appoint and we reasonably accept, at your cost, on at least 30 days' notice and no more than once a year.

7.3 Your responsibilities. You are responsible for having a lawful basis for the personal data you put into the Service, for telling the people concerned how you use their data, and for how you use the Service to contact people. For people you add from Public Data, that includes telling them where their data came from, within one month of adding them, or when you first contact them if that is sooner. Your responsibilities include complying with the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations, including the rules on marketing emails and marketing calls and the Telephone Preference Service and Corporate Telephone Preference Service registers.

7.4 Email tracking. Emails you send from a connected Microsoft 365 mailbox through the Service, including sequence and marketing emails, contain a small tracking image so you can see when they are opened, and their links are tracked so you can see when they are clicked. If you want link tracking turned off for your Account, ask us. Open tracking cannot be turned off. Quotes, invoices, payment reminders, credit notes, signing requests and secure room invitations you send through the Service are delivered by our email provider. For quotes, invoices, payment reminders and credit notes, it reports back whether each email was delivered, bounced, opened or clicked. You are responsible for telling recipients about this and for obtaining any consent the law requires.

7.5 Sensitive information. Only enter special category data, such as information about someone's health, where you have a lawful basis and a condition for processing it under data protection law, and keep it to what you need.

8. Third-Party Services

Some features rely on services we do not control, such as Microsoft 365, Stripe, Twilio SendGrid and the public register websites the Service links to. Your use of those services is subject to their own terms, and features that depend on them may be affected if they change or are unavailable. Emails sent from a connected Microsoft 365 mailbox count towards Microsoft's own sending limits.

9. E-signature

The e-signature feature records signatures, signer details and an audit trail of each signing. You are responsible for deciding whether an electronic signature is appropriate for a particular document, for example where the law requires a document to be signed in a particular way or witnessed.

10. Intellectual Property

The Service, including its design, features, algorithms and the analysis we produce from Public Data, is owned by OroMiQ and protected by intellectual property laws. We do not claim ownership of Public Data itself, which stays subject to its source's licence or terms (see section 6). Your Subscription gives you a limited, non-exclusive, non-transferable licence to use the Service for your internal business purposes while it lasts.

You and your organisation keep all rights in your Customer Data. You give us permission to host, copy, transmit and display your Customer Data only as needed to provide and support the Service for you, to keep it secure and to comply with the law.

Where Public Data or our analysis appears alongside your Customer Data, for example on an enriched company record or in a report you export, your Customer Data stays yours, and the Public Data and our analysis stay subject to section 6 and this section. You may use them within your organisation, including in exports, for your internal business purposes.

11. Availability and Support

We aim to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable for maintenance, updates, or circumstances beyond our control.

Support is provided through our help centre and by email at hello@oromiq.com.

12. Limitation of Liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded under the laws of England and Wales.

To the maximum extent permitted by law, OroMiQ shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities arising from your use of the Service.

Our total aggregate liability for any claims arising from or relating to these Terms or the Service shall not exceed the amount you paid to OroMiQ in the 12 months preceding the claim.

13. Indemnification

You agree to indemnify OroMiQ, its officers, directors, employees and agents against claims brought by third parties, and the resulting damages, losses and expenses (including reasonable legal fees), arising from your breach of these Terms, your Customer Data, or your use of the Service in breach of the law.

14. Suspension, Ending and Your Data

14.1 We may suspend or terminate your access to the Service at any time if you breach these Terms, fail to pay applicable fees, or if we reasonably believe your use poses a risk to the Service or other customers. If we terminate your access, you cannot sign in, so the read-only access in section 14.2 does not apply. We keep your Customer Data as described in section 14.4, and if you ask us for a copy of it, we will provide it within 30 days of your request unless the law prevents us.

14.2 When your Subscription ends, your Account becomes read-only. You can still sign in and see your core records, such as companies, contacts and activities, but you cannot make changes. Records that belong to paid packs and add-ons, such as invoices and contracts, stay viewable for 7 days after the day your Subscription ends, including when it ends after a failed payment (section 4.10), and are then unavailable unless you subscribe again.

14.3 You can export your companies, contacts and products as CSV files from Settings, then Data management, up to 5,000 rows a day, and download your documents from the Service. If you need a copy of Customer Data you cannot export yourself, ask us and we will provide it.

14.4 We keep your Customer Data after your Subscription ends so that you can export it, or pick up where you left off if you subscribe again, until you ask us to delete it. Our Privacy Policy lists some parts we keep for a shorter time, such as records of email opens and clicks. This is how you choose whether we return or delete it under section 7.2. To start again, or to ask us to delete your Customer Data, contact us through our help centre or at hello@oromiq.com. When we delete it, we keep only the records the law requires us to keep, such as our invoices to you. Deleted data can remain in our database backups until those backups expire.

15. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will tell your Account administrator by email or through the Service at least 30 days before they take effect, unless a change is needed sooner for legal or security reasons. If you do not agree to a change, you can cancel your Subscription before it takes effect, and the earlier Terms keep applying to you until your cancellation takes effect. Otherwise, continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes arising from these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales.

17. Contact

If you have any questions about these Terms, contact us through our help centre or by email at hello@oromiq.com.