Master Subscription Agreement

1.Definitions

"Service" means the Omnir customer relationship management platform and any related applications we make available. "Customer Data" means the data you or your users submit to the Service. "Order Form" means the transaction record generated when you subscribe, recording your seat count, pricing tier, billing frequency and acceptance of these terms.

2.Licence and right to use

Subject to your compliance with this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, for your own internal business purposes and for the number of seats recorded on your Order Form.

You may not resell, sublicense, or make the Service available to any third party, nor attempt to reverse engineer, decompile or derive the source code of the Service except to the extent that restriction is prohibited by law.

3.Your responsibilities

You are responsible for the accuracy and legality of Customer Data, for obtaining any consents required to process it, for maintaining the confidentiality of account credentials, and for all activity occurring under your account. You must ensure your users comply with the Acceptable Use Policy.

4.Fees, billing and taxes

Fees are charged per seat at the rate and frequency recorded on your Order Form, in advance. Adding seats mid-term is charged pro rata; reductions take effect at the start of the next billing period. Fees exclude taxes, which you are responsible for except for taxes on our income.

Payment is due on the date shown on the invoice. We may suspend the Service for accounts more than thirty days overdue, after giving notice.

5.Term, renewal and cancellation

Your subscription begins on acceptance of the Order Form and renews automatically for successive periods equal to your billing frequency unless cancelled before the renewal date. Cancellation takes effect at the end of the paid period; fees already paid are non-refundable except where required by law.

6.Suspension

We may suspend access where required to protect the Service or other customers — for a material breach of the Acceptable Use Policy, a security risk, a legal obligation, or non-payment. We will give notice where practical and restore access once the cause is resolved.

7.Intellectual property

We retain all rights in the Service, including its software, documentation and branding. You retain all rights in Customer Data. Nothing in this Agreement transfers ownership of either party’s intellectual property to the other.

If you send us feedback or suggestions, we may use them to improve the Service without obligation or attribution.

8.Confidentiality

Each party may receive information the other treats as confidential. Each party will protect the other’s confidential information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to personnel and advisers bound by comparable obligations, or where compelled by law.

9.Warranties and disclaimers

We warrant that the Service will perform materially as described in our documentation. Except for that warranty and any commitments in the Service Level Agreement, the Service is provided "as is", and we disclaim all other warranties to the fullest extent permitted by law, including implied warranties of merchantability and fitness for a particular purpose.

10.Limitation of liability

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits or lost data, arising out of this Agreement. Each party’s aggregate liability is limited to the fees paid or payable by you in the twelve months preceding the event giving rise to the claim.

These limits do not apply to your payment obligations, to either party’s breach of confidentiality, or to liability that cannot lawfully be limited.

11.Indemnification

We will defend you against third-party claims that the Service infringes their intellectual property rights, and you will defend us against third-party claims arising from Customer Data or your use of the Service in breach of this Agreement. Each indemnity is conditional on prompt notice, reasonable cooperation, and control of the defence resting with the indemnifying party.

12.Termination

Either party may terminate for material breach that remains uncured thirty days after written notice. On termination your right to use the Service ends, and you may export Customer Data for thirty days, after which we may delete it in accordance with the Data Processing Agreement.

13.Changes to this Agreement

We may update this Agreement as the Service evolves. Material changes take effect no earlier than thirty days after we publish the revised version and notify you by email or in-product notice. The version in force for a given subscription is the version published at the time your Order Form was accepted, until a change takes effect under this clause.

14.General

This Agreement, together with the documents incorporated by reference and your Order Form, is the entire agreement between the parties on its subject matter. If any provision is unenforceable, the rest remains in force. Neither party may assign this Agreement without the other’s consent, except in connection with a merger or sale of substantially all assets. Governing law and venue are as stated on your Order Form.