Definitions
Account means a registered account used to access the Services.
Customer means the contracting business entity, sole trader or organisation using the Services.
Customer Data means data, content and materials submitted to, transmitted through, or generated within the Services for the Customer, excluding OREE Data.
OREE Data means data OREE controls for its own business purposes, including service analytics, platform telemetry, security logs, prospect intelligence acquired or compiled by OREE, derived scoring and pattern data, suppression records maintained by OREE, and product-improvement datasets.
Order Form means any order, checkout page, proposal, plan page or other document describing the commercial terms of a subscription.
Services means the OREE software platform, websites, features, integrations and support services made available by OREE.
User means any individual authorised by the Customer to access the Services.
Eligibility and business use
The Services are designed for business-to-business activities. The Customer must use the Services only for lawful business purposes and not for personal, household or consumer activities.
Users must be at least 16 years old and have authority from the Customer to use the Services in the course of business.
The Customer is responsible for ensuring that its use of the Services is permitted in each territory in which it operates, sends communications or stores data.
Scope of Services and service model
OREE provides a software platform that assists customers with business prospecting, research, campaign creation, messaging workflows, integrations, video and content personalisation, analytics, and related outbound communication functions. OREE is not a law firm, compliance adviser, marketing agency, broker, deliverability guarantor or data-verification service.
The Services may allow the Customer to generate messaging, approve messaging, connect mailboxes, enable automated workflows, manage prospect data, record video messages and transmit communications using Customer-connected accounts or infrastructure.
Some features may be released as Beta Features, pilot features, limited releases or early-access functionality. Beta Features are provided as-is, may be changed or withdrawn at any time, may not be fully supported, and are excluded from any service level commitment or warranty unless expressly stated otherwise in writing.
Account registration and security
The Customer must provide accurate account information and keep it up to date. The Customer is responsible for all activity occurring under its Accounts and for maintaining the confidentiality of credentials.
The Customer must promptly notify OREE of any suspected unauthorised access, credential compromise or security incident affecting an Account or connected system.
Multi-factor authentication may be made available by OREE for some or all accounts. Where enabled by OREE or required under an Order Form, the Customer must use it.
Subscriptions, trials, auto-renewal and cancellation
Subscriptions are offered on a monthly basis unless an annual or other term is stated in an Order Form. Monthly subscriptions renew automatically at the end of each billing cycle unless cancelled before the next renewal date.
The Customer may cancel at any time through the platform or by written notice. Cancellation takes effect at the end of the then-current paid subscription period. No partial-period refunds are provided unless required by law or expressly agreed by OREE in writing.
Any free trial is for fourteen days unless OREE states otherwise. Trial access may include limited usage allowances, including a lead allowance. At the end of the trial, access may be suspended or reduced unless the Customer upgrades to a paid plan.
OREE may change pricing on renewal by giving at least thirty days prior notice. Pricing changes do not apply retrospectively to a paid subscription period already in force.
Support and service levels
Unless an Order Form states otherwise, OREE does not provide a formal uptime service level agreement. OREE will use commercially reasonable efforts to make the Services available and to maintain core functionality.
OREE aims to respond to general support enquiries within one business day on Monday to Friday, excluding public holidays in England. Response targets are service goals only and are not service credits or compensation commitments.
Enterprise or bespoke service levels may be set out in an Order Form, statement of work or separate service schedule. In the event of conflict between a specific service schedule and these Terms, the specific service schedule prevails for the subject matter it addresses.
Customer responsibilities and compliance
The Customer is solely responsible for its campaigns, audience selection, contact sourcing decisions, legal basis, message content, claims, links, attachments, target territories, opt-out handling, and compliance with direct marketing, privacy, consumer protection, anti-spam, sanctions, employment, intellectual property and sector-specific laws.
The Customer must not use the Services to send unlawful marketing, deceptive communications, regulated financial promotions without authorisation, or communications to individuals or subscriber types where consent or another legal permission is required and absent.
The Customer acknowledges that OREE may provide tools that insert unsubscribe options, maintain suppression records, or support filtering. These tools support compliance but do not transfer legal responsibility from the Customer to OREE.
If the Customer enables autonomous or automatic sending, the Customer accepts responsibility for the decision to automate after its review of the system outputs and settings. The Customer must monitor performance, complaints, objections and suppression events.
Connected accounts and sending infrastructure
The Customer may connect Google Workspace mailboxes, SMTP or IMAP mailboxes, CRMs and other third-party systems. The Customer confirms it has all rights and authority needed to connect and use those systems through OREE.
OREE may transmit messages using Customer-connected mailboxes or infrastructure on the Customer's instructions and configuration settings. OREE does not acquire ownership of the Customer's domains, mailboxes, recipients or third-party accounts.
OREE may restrict send volumes, block risky campaigns, limit mailbox use, or suspend sending functionality where OREE reasonably believes this is necessary to protect legal compliance, security, deliverability or platform integrity.
Data roles and data ownership
As between the parties, the Customer retains rights in its Customer Data, subject to the rights granted to OREE to host, process, transmit, analyse and use Customer Data as necessary to provide the Services and to comply with law.
OREE acts as a processor where it processes Customer Data solely on the Customer's documented instructions for customer-managed campaign, outreach and account purposes. OREE acts as an independent controller for OREE Data and for any processing OREE undertakes for its own purposes, including service analytics, service security, fraud prevention, billing, legal compliance, maintaining suppression records, product development, prospect intelligence compilation and reuse, and platform improvement.
The parties acknowledge that the same item of personal data may be processed by OREE in different capacities for different purposes. OREE is not both controller and processor for the same processing activity.
To the extent OREE compiles or acquires business prospect intelligence or other B2B datasets for OREE's own purposes, those datasets form part of OREE Data and may be retained, combined, analysed and reused within the Services for OREE's internal business purposes and for functionality made available to users, subject to applicable law and the Privacy Policy.
Data export and wind-down
During an active subscription and for thirty days after termination or expiry, OREE will provide the Customer with a reasonable opportunity to export Customer Data made available through standard platform functionality or a commonly used electronic format where reasonably feasible.
After that export window, OREE may delete or irreversibly anonymise Customer Data unless retention is required by law, needed for legitimate business records, required for security and suppression purposes, or included in OREE Data that OREE is entitled to retain.
The Customer is responsible for completing any export before the end of the export window and for verifying the completeness of any export once received.
Fees, payment and taxes
Fees are payable in advance unless otherwise stated. All fees are non-cancellable and non-refundable except where these Terms expressly provide otherwise or where required by law.
The Customer must pay all applicable taxes, duties and levies excluding taxes based on OREE's net income.
OREE may suspend the Services immediately for non-payment following any applicable grace period displayed at checkout, in the invoice, or in an Order Form.
Acceptable use and enforcement
The Customer must comply with the Acceptable Use Policy. OREE may investigate suspected misuse and may warn, throttle, suspend or terminate access where OREE reasonably considers this necessary to address security, legal, reputational or operational risk.
Where appropriate, OREE will generally take the least disruptive action reasonably available, but OREE may act immediately where delay could create material risk. The Customer may appeal an enforcement action by contacting privacy@oreeai.com or any designated support channel with relevant evidence.
Confidentiality
Each party must protect the other party's Confidential Information using reasonable care and may use it only for the purposes of the Services and the parties' business relationship.
Confidential Information does not include information that is or becomes public through no breach, was already lawfully known, is independently developed without use of the other party's confidential information, or is lawfully obtained from a third party.
A receiving party may disclose Confidential Information where required by law, regulation or court order, provided it gives prior notice where lawful and reasonably practicable.
Intellectual property and feedback
OREE and its licensors retain all rights in the Services, OREE Data, software, models, workflow logic, documentation, interfaces, branding and related intellectual property.
The Customer retains rights in its Customer Data. The Customer grants OREE a non-exclusive licence to use Customer Data as necessary to provide the Services and as otherwise permitted by these Terms, the Privacy Policy and the DPA.
If the Customer provides suggestions, feedback or ideas, OREE may use them without restriction or obligation.
Term, termination and suspension
These Terms start when the Customer first accepts them or uses the Services and continue until all subscriptions and trials have ended.
Either party may terminate for material breach if the breach is not remedied within fourteen days after written notice, except where the breach is incapable of remedy or creates immediate legal, security or payment risk.
The Customer may choose not to renew a subscription by cancelling before the next renewal date. OREE may choose not to renew by giving at least thirty days notice before renewal unless immediate suspension or termination is justified under these Terms.
OREE may suspend or terminate immediately for non-payment, illegal activity, sanctions risk, serious security risk, repeated abuse, or conduct likely to cause material harm to OREE, its users, recipients, third-party providers or the public.
Warranties and disclaimers
Each party warrants that it has authority to enter into these Terms.
OREE warrants that it will provide the Services with reasonable care and skill. Except as expressly stated, the Services are provided on an as-available basis. OREE does not warrant uninterrupted availability, error-free operation, inbox placement, recipient engagement, commercial outcomes, data accuracy, legality of any campaign, or compatibility with every third-party system.
AI-generated or automated outputs may be incomplete, inaccurate, biased, outdated or unsuitable for a particular purpose. The Customer must review and use judgment before relying on them.
Force majeure
Neither party is liable for delay or failure to perform to the extent caused by events beyond its reasonable control, including internet or telecommunications failure, cloud provider outage, denial-of-service attack, labour dispute, pandemic, natural disaster, fire, flood, war, terrorism, civil unrest, governmental action, sanctions, export restrictions, utility failure or regulatory change.
The affected party must use reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable. Payment obligations for amounts already due are not excused.
Liability cap and excluded losses
Nothing in these Terms limits liability that cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that law does not permit to be excluded.
Subject to the previous paragraph, each party's aggregate liability arising out of or in connection with these Terms is limited to the total fees paid or payable by the Customer for the Services in the twelve months immediately preceding the event giving rise to the claim.
The cap does not apply to the Customer's payment obligations, the Customer's breach of the Acceptable Use Policy, unlawful use of the Services, or either party's misuse of the other party's intellectual property or Confidential Information to the extent such liabilities cannot reasonably be capped on the relevant facts.
Neither party is liable for indirect, consequential, special, exemplary or punitive loss, or for loss of profit, revenue, goodwill, opportunity, anticipated savings or data, except where such limitation is prohibited by law.
Indemnities
The Customer will indemnify OREE and its affiliates, officers and personnel against third-party claims, fines, losses, damages and reasonable legal costs arising from the Customer's data, campaigns, recipients, target lists, connected mailboxes, generated or sent content approved by the Customer, breach of law, breach of these Terms, or use of the Services in violation of applicable marketing, privacy, consumer protection, anti-spam, export control or sanctions requirements.
OREE will defend the Customer against a third-party claim alleging that the core Services, when used by the Customer in accordance with these Terms, directly infringe that third party's copyright, trade mark or patent, and OREE will indemnify the Customer for court-awarded damages or settlement amounts approved by OREE in writing. OREE has no obligation under this clause to the extent the claim arises from Customer Data, prompts, campaign content, target lists, combinations with non-OREE items, Beta Features, modifications not made by OREE, or use after notice of the alleged infringement where a non-infringing alternative was offered.
Dispute escalation
Before issuing court proceedings, the parties will try in good faith to resolve any dispute through escalation to a senior manager and then non-binding mediation in England, unless urgent injunctive or debt-recovery relief is reasonably required.
If the dispute is not resolved within thirty days of a written dispute notice, either party may begin court proceedings in accordance with the General section below.
Changes to the Services and Terms
OREE may modify the Services from time to time, including to improve security, functionality, legal compliance or user experience.
OREE may amend these Terms by giving at least thirty days notice. Changes that materially reduce the Customer's rights during a current paid subscription period will not take effect for that paid period unless required by law or accepted by the Customer. If the Customer reasonably objects to a material change, the Customer may cancel before the change takes effect and the change will apply only from the next renewal or after cancellation.
Export control and sanctions
The Customer must comply with applicable export control, sanctions and trade laws when using the Services, sending communications, sharing data or accessing the Services from any territory.
The Customer must not use the Services for or on behalf of any person, entity, country or activity subject to applicable prohibitions or restrictions.
Order of precedence
If there is a conflict between the documents forming the agreement, the order of precedence is: the Data Processing Addendum for processor-related matters only, then any signed Order Form or service schedule, then these Terms of Service, then the Acceptable Use Policy, and then the Privacy Policy, unless a document expressly states that it overrides this order for a specific issue.
General
These Terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction, subject to the dispute escalation clause above.
Neither party may assign these Terms without the other party's consent, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets.
If any provision is unenforceable, the remainder remains in effect.
These Terms, the Order Form, the Privacy Policy, the Acceptable Use Policy and the DPA form the entire agreement relating to the Services.