Open Org Workspace Terms of Service | Open Org

1. Our Agreement

1.1 These Terms govern use of the Platform provided by Open Org Group Ltd, a limited company incorporated in England and Wales with company number 15030370 and registered address F2 East Court, Enterprise Road, Maidstone, Kent, England, ME15 6JF ("Open Org").

1.2 These Terms together with the Order Details form a legally binding agreement between Open Org and the entity specified as the customer in the Order Details (the "Customer"). By accepting these Terms you warrant and represent that you have the right and authority to bind the Customer to comply with these Terms and form a legally binding agreement between the Customer and Open Org.

1.3 In the case of conflict or ambiguity between the provisions of this Agreement the following order of priority shall apply: (1) the Order Details; (2) Schedule 2 (Data Processing); and (3) the remaining provisions of these Terms.

1.4 Capitalised expressions in these Terms that are not otherwise defined have the meaning given to them at Schedule 1 (Definitions and interpretation).

2. The Platform

2.1 The "Platform" is the Workspace platform provided by Open Org, accessible at workspace.openorg.fyi and openorg.fyi (or such other URLs as Open Org may inform the Customer from time to time), including the AI Functionality and any associated APIs made available by Open Org from time to time.

2.2 The Platform may contain links to third party websites or resources, including third parties offering discounts to Open Org's customers. Such links are provided for convenience only. Open Org has no control over, and accepts no responsibility for, the content, availability, accuracy or practices of any third party websites or resources. Access to and use of such third party websites or resources is at the Customer's own risk.

3. Subscriptions

3.1 The Customer may subscribe for access to the Platform under any of the following categories of Subscription:

(a) Individual Workspace Pass (Annual) - a chargeable single-user subscription charged annually in advance.

(b) Individual Workspace Pass (Monthly) - a chargeable single-user subscription charged monthly in advance.

(d) Team Subscription (Monthly) - a chargeable multi-seat subscription charged monthly in advance.

(e) Free Subscription - a free-of-charge subscription with reduced functionality, such reduced functionality as determined by Open Org in its sole discretion from time to time.

3.2 The Customer's Order Details will detail which category of Subscription it has subscribed for.

3.3 Free Subscriptions shall commence on the Subscription Start Date and shall continue until either party gives the other written notice to terminate or the Customer upgrades to a chargeable Subscription. Both Open Org and the Customer can terminate a free Subscription at any time, for any reason by giving written notice to the other party in accordance with clause 3.6.

3.4 All chargeable Subscriptions shall commence on the Subscription Start Date and continue for the Initial Subscription Period (unless terminated earlier in accordance with the terms of this Agreement). The chargeable Subscription shall automatically renew for further periods of the same duration as the Initial Subscription Period (each a "Renewal Period"), at the end of the Initial Subscription Period and at the end of each Renewal Period thereafter, unless either party gives the other party written notice to terminate in accordance with this Agreement.

3.5 Chargeable Subscriptions can be terminated by either party at the end of the Initial Subscription Period or the relevant Renewal Period, by giving written termination notice to the other party in accordance with clause 3.6.

3.6 The Customer can give written termination notice to Open Org by cancelling its Subscription within the Platform (in account settings) or by emailing Open Org at hello@openorg.fyi. Open Org can give written termination notice to the Customer using the contact details provided by the Customer in the Order Details. If a chargeable Subscription is terminated, the Customer will automatically be converted to a free Subscription unless either party elects to terminate the free Subscription as well.

4. Gifted Subscriptions

4.1 If a chargeable Subscription has been gifted to the Customer by a third party, once the Customer has accepted these Terms it shall be bound by all terms of this Agreement apart from the obligation to pay Charges for the period of the gifted Subscription.

4.2 Prior to expiry of the gifted Subscription period, the Customer shall be given the option to continue its chargeable Subscription subject to the Customer paying to Open Org, Open Org's then standard subscription charges. If the Customer chooses not to continue its chargeable Subscription after the gifted Subscription period, the Customer will automatically be converted to a free Subscription unless either party elects to terminate the free Subscription as well.

4.3 A gifted Subscription is redeemed by the recipient using a unique code provided by Open Org. Redemption requires the recipient to create an Account or sign in to an existing Account and to accept these Terms.

4.4 Gifted Subscriptions are non-transferable once redeemed, have no cash value, and are non-refundable except where required by applicable law. Unredeemed gift codes expire 12 months from the date of purchase unless otherwise notified at the time of purchase.

4.5 A purchaser may purchase gifted Subscriptions in bulk via a gift wallet. Credits in a gift wallet are used to issue gifted Subscriptions to named recipients, and any unused wallet credits are subject to the expiry terms notified at the time of purchase. The purchaser is the contracting party with Open Org for the purchase transaction, and each recipient is bound by this Agreement upon redemption.

5. Rights of use

5.1 Subject to the terms of this Agreement, Open Org hereby grants to the Customer and its Authorised Users a non-exclusive, non-transferable and revocable licence to use the Platform during the Subscription Term, without the right to sub-licence, provided that:

(a) the Customer complies with the terms of this Agreement and procures that Authorised Users shall comply with the terms of this Agreement;

(b) the Customer shall be liable for all acts and omissions of any Authorised User;

(d) access to the Platform is only in accordance with the agreed access detailed in the Order Details; and

(e) the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Platform and shall notify Open Org promptly of any such unauthorised access or use.

5.2 Subject to the terms of this Agreement, Open Org hereby grants the Customer and its Authorised Users a non-exclusive, non-transferable licence to use the Open Org Content:

(a) for the Customer's internal business purposes only, without the right to sub-licence; and

(b) where the Customer provides HR services to clients, for the internal business purposes of such clients only, provided that the Customer shall procure that its clients (i) only use the Open Org Content for their internal business purposes; and (ii) do not sell to any third party, exploit or commercialise any Open Org Content.

5.3 The Customer shall not, and shall procure that the Authorised Users shall not, sell to any third party, exploit or commercialise any Open Org Content, except as expressly permitted under this Agreement.

6. Platform upgrades and availability

6.1 Open Org may at its discretion deploy upgrades to the Platform at any time. Such upgrades may include deployment of new versions or enhancements or amendments of existing versions. If an upgrade is likely to disrupt the Platform and the Customer has a chargeable Subscription, Open Org will notify the Customer of this in advance.

6.2 Open Org does not guarantee that the Platform will be:

(a) available at all times: there will be times when availability of the Platform will be interrupted for maintenance, upgrades or repairs or due to failure of third party services or equipment; or

(b) free from errors or omissions.

6.3 Open Org is under no obligation to amend, correct or update any aspect of the Platform.

7. Free Subscriptions

7.1 Free Subscriptions are made available on a free of charge and "as is" basis. Open Org makes no commitments to the Customer regarding the functionality available under a free Subscription, nor the quality of the Platform.

7.2 In addition to its right of termination at clause 3.3, Open Org may suspend a free Subscription at any time, for any reason, without notice to the Customer.

8. Using the Platform

8.1 The Customer shall ensure that each Authorised User is notified of the Platform usage requirements and restrictions set out in these Terms.

8.2 The Customer shall and shall procure that all Authorised Users shall:

(a) be responsible for obtaining any necessary licences, permits, notifications, authorisations, consents or certifications necessary for the use of the Platform;

(b) comply with all applicable laws and regulations (as updated and amended from time to time) in connection with this Agreement and its use of the Platform; and

8.3 In relation to the Authorised Users, the Customer undertakes to ensure that:

(a) only the authorised number of Authorised Users shall access and use the Platform; and

(b) each Authorised User shall keep their password for the Platform secure and confidential at all times.

8.4 If Open Org becomes aware that login details have been provided to any individual who is not an Authorised User, then without prejudice to Open Org's other rights, Open Org shall promptly disable such logins.

8.5 The Customer acknowledges that consumer use of the Platform is prohibited and shall ensure that the Platform is accessed for business use, trade or profession only.

8.6 The Customer shall not and shall procure that each Authorised User shall not:

(a) distribute any virus, trojan, malware or any similar malicious codes through the Platform;

(b) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of the Platform or the Open Org Materials except to the extent expressly permitted under these Terms;

(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(d) circumvent any of the technical limitations of the Platform, or decompile or otherwise reconstruct the Platform;

(e) use the Platform in a way that could damage, disable, overburden, impair or compromise the Platform;

(f) access all or any part of the Platform in order to build a product or service which competes with the Platform;

(g) allow third parties to use the Platform or assist third parties in obtaining access to the Platform;

(h) infringe Open Org's Intellectual Property Rights or those of any third party in relation to its use of the Platform, including by the submission of any infringing Customer Content; or

(i) use the Platform (i) in any manner that harms or may endanger minors or any other person; (ii) to represent or suggest that Open Org endorses any other business, product or service unless Open Org has separately agreed to do so in writing; or (iii) to attempt to circumvent any security controls or mechanisms including any password or user authentication methods of any person.

8.7 The Customer shall ensure, and shall procure that each Authorised User shall ensure that the Customer Content is at all times:

(a) submitted lawfully and without infringement of any Intellectual Property Rights of any person;

(b) free of virus, trojan, malware or any similar malicious codes;

(d) not defamatory; and

(e) not pornographic.

8.8 If the Customer becomes aware that an Authorised User's use of the Platform or any Open Org Materials breaches the terms of this Agreement, the Customer shall:

(a) notify Open Org in writing as soon as it becomes aware of the breach; and

(b) suspend the relevant Authorised User's access to the Platform for so long as the relevant breach remains unremedied, without prior notice to the relevant Authorised User.

9. AI Functionality

9.1 The Platform uses AI Functionality and produces AI Output including documents, analysis, frameworks, summaries, resources and designs. Details of how personal data is processed by the AI Functionality are set out in our Privacy Policy and Data Processing Agreement.

9.2 Open Org makes no guarantees about the accuracy of the AI Output. The Customer agrees and acknowledges that AI Output may contain mistakes and that the Customer is solely responsible for evaluating the accuracy of any AI Output and whether the AI Output is suitable for its intended use, including by carrying out a human review of the AI Output.

9.3 Open Org's provision of the AI Functionality and AI Output does not constitute the provision of professional or legal advice by or on behalf of Open Org and the Customer shall not rely on the AI Output as professional or legal advice. The Customer is solely responsible for ensuring that the AI Output is reviewed by a suitably qualified professional.

9.4 The Customer shall not, and shall procure that the Authorised Users shall not:

(a) represent that any AI Output is human-generated; or

(b) sell to any third party, exploit or commercialise any AI Output, except as expressly permitted under this Agreement.

9.5 Due to the nature of the AI Functionality, AI Output may not be unique and other customers of Open Org may receive similar output from the Platform.

9.6 Open Org shall not be obliged to assist the Customer at any point during or after the Subscription Term with extracting or recovering any Customer Content that was input into the AI Functionality.

9.7 The Platform does not make, and is not intended to make, any automated decisions or determinations about an individual including those relating to recruitment, dismissal, disciplinary action, redundancy or performance management, and AI Output generated by the Platform relating in any way to a decision or determination must be reviewed and assessed using independent judgement, by a suitably qualified professional.

10. Intellectual property rights

10.1 All Intellectual Property Rights in the Customer Content are, and shall remain, the property of the Customer. Open Org acknowledges and accepts that it acquires no rights in or to Customer Content other than those expressly granted by this Agreement.

10.2 The Customer hereby grants Open Org a non-exclusive, worldwide, royalty free and sub-licensable licence to use the Customer Content:

(a) to the extent necessary for Open Org to provide the Customer with access to and use of the Platform and perform its obligations under this Agreement; and

(b) for the purposes of Open Org developing, testing and improving the Platform including the AI Functionality.

Open Org's use of Customer Content and AI Output to improve the Platform is described further in our Privacy Policy and Data Processing Agreement. Open Org does not use Customer Content or AI Output to train AI models.

10.3 All Intellectual Property Rights in the Platform, Open Org Materials and any developments made to the Platform throughout the Subscription Term ("Open Org IPRs") are, and shall remain, the property of Open Org or its licensors. The Customer acquires no rights in or to such Open Org IPRs other than those rights expressly granted by this Agreement.

10.4 The Customer shall at the request and expense of Open Org do, and shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that Open Org may reasonably request to perfect the right, title and interest of Open Org in the Open Org IPRs.

10.5 The Customer shall promptly report to Open Org any infringement of the Open Org IPRs that comes to its attention.

10.6 Open Org shall own all Intellectual Property Rights in any recommendations or improvements to the Platform, including any new features or functionality, suggested by or on behalf of the Customer and the Customer hereby assigns all such rights to Open Org.

11. Intellectual property rights in AI Output

11.1 All Intellectual Property Rights in the AI Output shall be allocated between the parties in accordance with this clause 11.

11.2 To the extent that AI Output is derived from Customer Content without any reference to Open Org Materials, as between Open Org and the Customer, the Customer shall own all Intellectual Property Rights in such AI Output. The Customer hereby grants Open Org a non-exclusive, worldwide, royalty free and sub-licensable licence to use such AI Output:

(a) to the extent necessary for Open Org to provide the Customer with access to and use of the Platform and perform its obligations under this Agreement; and

(b) for the purposes of Open Org developing, testing and improving the Platform including the AI Functionality.

11.3 To the extent that AI Output is derived from Open Org Materials without any reference to Customer Content, Open Org or its licensors shall own all Intellectual Property Rights in such AI Output. The Customer acquires no rights in or to such AI Output other than those expressly granted by this Agreement. Open Org hereby grants the Customer a non-exclusive, non-transferable licence to use such AI Output:

(a) for the Customer's internal business purposes only, without the right to sub-licence; or

(b) where the Customer provides HR services to clients, for the internal business purposes of such clients only, provided that the Customer shall procure that its clients (i) only use the AI Output for their internal business purposes; and (ii) do not sell to any third party, exploit or commercialise any such AI Output.

11.4 To the extent that any AI Output is derived from a combination of Customer Content and Open Org Materials (the "Combined AI Output"), the following ownership allocation shall apply:

(a) as between Open Org and the Customer, the Customer shall own all Intellectual Property Rights in those elements of the Combined AI Output which are derived from Customer Content; and

(b) Open Org or its licensors shall own all Intellectual Property Rights in those elements of the Combined AI Output which are derived from Open Org Materials.

The Customer hereby grants Open Org a non-exclusive, worldwide, royalty free and sub-licensable licence to use the elements of the Combined AI Output which are derived from Customer Content (i) to the extent necessary for Open Org to provide the Customer with access to and use of the Platform and perform its obligations under this Agreement; and (ii) for the purposes of Open Org developing, testing and improving the Platform including the AI Functionality.

Open Org hereby grants the Customer a non-exclusive, non-transferable licence to use the elements of the Combined AI Output which are derived from Open Org Materials (i) for the Customer's internal business purposes only, without the right to sub-licence; or (ii) where the Customer provides HR services to clients, for the internal business purposes of such clients only, provided that the Customer shall procure that its clients only use the AI Output for their internal business purposes and do not sell to any third party, exploit or commercialise any AI Output.

11.5 Nothing in this clause 11 shall:

(a) affect the ownership of any underlying Customer Content or Open Org Materials; or

(b) grant either party any rights to use the other party's Intellectual Property Rights except as expressly set out in this Agreement.

12. Charges for chargeable Subscriptions

12.1 Charges are due and must be paid in accordance with the Order Details. All Charges shall be paid in pounds sterling (GBP) and are non-refundable.

12.2 Charges shall be payable in advance by credit or debit card, either monthly or annually as specified in the Order Details. Open Org shall take the first payment from the Customer's chosen payment card when the Customer first signs up for or upgrades to a chargeable Subscription, and will take subsequent payments in advance, using the same card details, either monthly or annually as specified in the Order Details.

12.3 Open Org shall take recurring payments as near as possible to the same day every month or year, as applicable.

12.4 The Charges are exclusive of VAT (or any equivalent sales tax), which shall be payable in addition to the Charges at the applicable rate.

12.5 The Customer is responsible for ensuring that the card details registered with Open Org remain up-to-date and shall promptly notify Open Org of any changes to its payment card details to ensure that the Charges are paid when due.

12.6 If Open Org is unable to take payment for the Charges from the Customer's chosen payment card when due, Open Org shall notify the Customer and request payment and the Customer shall immediately pay such outstanding Charges to Open Org.

12.7 In the event that the Customer fails to make any payment when it falls due, Open Org may charge interest on overdue payments at a rate of 4% above the annual base rate of the Bank of England from time to time, calculated on a daily basis from the due date until the date of receipt of payment.

12.8 Open Org may increase the Charges for chargeable Subscriptions at the end of the then current Initial Subscription Period or Renewal Period, on no less than 30 days' prior written notice to the Customer. If the Customer does not accept a price increase under this clause 12.8, the Customer can terminate this Agreement at the end of the then current Initial Subscription Period or Renewal Period, in accordance with clause 3.5.

13. Confidentiality

13.1 Each party shall keep the other party's Confidential Information confidential and shall not:

(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement ("Permitted Purpose"); or

(b) disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this clause 13.

13.2 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 13.

13.3 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that (to the extent it is legally permitted to do so), it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

14. Data Protection

14.1 Each party shall comply with its respective obligations under Schedule 2 (Data Processing), which is published as our Data Processing Agreement and forms part of this Agreement. Open Org's processing of personal data as a controller (for example, account and billing data) is described in our Privacy Policy.

15. Indemnities

15.1 Subject to clause 15.3, if the Customer has a chargeable Subscription Open Org shall indemnify the Customer against all losses, liabilities, costs, expenses and damages suffered or incurred by the Customer directly arising out of or in connection with any claim made against the Customer alleging that the Customer's use of the Platform in accordance with this Agreement infringes a third party's Intellectual Property Rights.

15.2 The Customer shall indemnify Open Org against all losses, liabilities, costs, expenses and damages suffered or incurred by Open Org arising out of or in connection with any claim made against Open Org alleging that Open Org's use of the Customer Content in accordance with this Agreement infringes a third party's Intellectual Property Rights.

15.3 If any third party makes a claim, or notifies of an intention to make a claim against either party, which may reasonably be considered likely to give rise to liability for the other party under this clause 15 (an "Indemnity Claim"), the indemnified party shall:

(a) immediately give written notice of the Indemnity Claim to the indemnifying party, specifying the nature of the Indemnity Claim in reasonable detail;

(b) not make any admission of liability, agreement or compromise in relation to the Indemnity Claim without the indemnifying party's prior written consent; and

(c) allow the indemnifying party to conduct all negotiations and proceedings and provide the indemnifying party with such reasonable assistance, documents, records and information regarding the Indemnity Claim.

15.4 If an Indemnity Claim is made against the Customer (or Open Org reasonably anticipates an Indemnity Claim is likely to be made) Open Org may, either:

(a) procure for the Customer the right to continue using the relevant item which is subject to the Indemnity Claim; or

(b) replace or modify the relevant item subject to the Indemnity Claim with non-infringing substitutes.

15.5 Nothing in this clause 15 shall restrict or limit either party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 15.

16. Limitation of liability

16.1 Nothing in this Agreement limits or excludes the liability of either party for:

(a) death or personal injury resulting from negligence;

(b) any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or

16.2 Subject to clause 16.1, Open Org's total aggregate liability for all other losses, liabilities, costs, expenses and damages (howsoever arising, including any liability in tort) under or in connection with this Agreement shall in no event exceed:

(a) £100 if the Customer has a free Subscription; or

(b) the greater of: (i) the Charges paid by the Customer to Open Org in the 12 months preceding a claim; or (ii) £10,000, if the Customer has a chargeable Subscription.

16.3 Subject to clause 16.1, Open Org shall not have any liability to the Customer (howsoever arising, including any liability in tort) under or in connection with this Agreement for any:

(a) loss of profits or anticipated savings;

(b) loss of revenue;

(d) loss of opportunity;

(e) loss or corruption of data or information;

(f) reliance placed on AI Output by the Customer, an Authorised User or any third party; or

(g) losses, liabilities, costs, expenses or damages incurred in connection with any action or inaction taken by the Customer, an Authorised User or any third party on the basis of, or informed by, AI Output,

and in each case whether direct, indirect, special or consequential loss or damage; or for any other indirect, special or consequential loss or damage.

16.4 Except as expressly set out in this Agreement, all warranties, representations and conditions implied by statute or common law are excluded to the fullest extent permitted by law.

16.5 The Customer acknowledges and accepts that the Platform is subject to the limitations and issues inherent in the use of the internet (including denial of service attacks) and telephony connections and Open Org is not responsible for and shall not be liable to the Customer for breach of this Agreement due to any problems or other damages resulting from such limitations or issues or fault with public communications networks or any faults with the Customer's own systems or software or that provided by third parties.

17. Termination and suspension

17.1 Without prejudice to any rights or remedies that have accrued under this Agreement, either party may at any time terminate this Agreement in whole or in part with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

(d) the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under this Agreement has been placed in jeopardy.

17.2 Without prejudice to any rights or remedies that have accrued under this Agreement, Open Org may at any time terminate this Agreement in whole or in part, suspend the Customer's access to the Platform or suspend relevant Authorised User accounts, in each case with immediate effect by giving written notice to the Customer, if:

(a) the Customer is in breach of any applicable law;

(b) any undisputed amount due under this Agreement is outstanding on the due date for payment;

(c) in Open Org's reasonable opinion, the security or integrity of the Platform has been, or may be, compromised or is otherwise at risk;

(d) required to do so by a regulatory authority;

(e) Open Org becomes aware that an Authorised User's use of the Platform breaches clause 8 (Using the Platform) or clause 9 (AI Functionality); or

(f) the Customer or any Authorised User fails to comply with any usage limits specified in the Order Details or that have otherwise been communicated by Open Org to the Customer.

17.3 Clauses which expressly or by implication are intended to survive termination or expiry of this Agreement shall continue in full force and effect notwithstanding such termination or expiry.

17.4 On termination of this Agreement for any reason, the Customer shall immediately pay any outstanding Charges and interest due to Open Org.

17.5 On termination of this Agreement, each party shall on request from the other party:

(a) return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;

(b) erase all the other party's Confidential Information from its computer systems (to the extent possible); and

provided that each party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by applicable law or applicable governmental or regulatory authority. The provisions of clause 13 (Confidentiality) shall continue to apply to any such documents and materials retained by either party.

18. Force majeure

18.1 Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event.

18.2 If a Force Majeure Event prevents or delays Open Org or the Customer in their respective performance of a material part of their obligations under this Agreement for a period exceeding 90 days (or such other period as may be agreed between the parties), the party not affected by the Force Majeure Event may terminate this Agreement immediately on written notice to the other.

18.3 This clause 18 shall not relieve the Customer of its payment obligations.

19. Notices

19.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by prepaid post, or by email to the relevant party at:

(a) in the case of the Customer: the address set out in the Order Details; and

(b) in the case of Open Org: hello@openorg.fyi or the address set out in clause 1.1 of these Terms,

or any other address as either party notifies to the other in writing from time to time.

19.2 A notice shall be deemed to have been received:

(a) if delivered personally, at the time of delivery; or

(b) in the case of pre-paid first class post, 2 Working Days from the date of posting; or

(c) in the case of email, at the time of transmission provided: (i) no delivery failure or out of office notification is received; and (ii) time of transmission is between the hours of 9:00 a.m. and 5:00 p.m. on a Working Day, otherwise the notice will be deemed received on the next Working Day.

20. Assignment and novation

20.1 The Customer shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of Open Org.

20.2 Open Org may assign or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement provided it gives written notice of such to the Customer as soon as reasonably practicable after such has occurred.

21. Variation

21.1 For chargeable Subscriptions, Open Org may vary the terms of this Agreement at the end of the then current Initial Subscription Period or Renewal Period, on not less than 30 days' prior written notice to the Customer. If the Customer does not accept the variation, the Customer can terminate its Subscription at the end of the then current Initial Subscription Period or Renewal Period, in accordance with clause 3.6.

21.2 For free Subscriptions, Open Org may vary the terms of this Agreement at any time on not less than 30 days' prior written notice to the Customer. If the Customer does not accept the variation, the Customer can terminate its Subscription in accordance with clause 3.6.

21.3 Any other variation of this Agreement must be in writing and signed by both parties to be effective, or the Customer must have clicked a box indicating its acceptance to the varied terms.

22. Referral Programme

22.1 Open Org may from time to time offer a referral programme allowing existing Customers and their Authorised Users to invite others to the Platform via unique referral links (the "Referral Programme").

22.2 Any referral rewards are offered at Open Org's sole discretion and may be varied, suspended or withdrawn at any time. Rewards are subject to the referred person creating an Account and, where applicable, purchasing a chargeable Subscription.

22.3 Referral links must be shared honestly and in good faith. The Customer and its Authorised Users shall not misrepresent the Platform, send spam or unsolicited bulk communications, or use paid advertising to promote a referral link without Open Org's prior written consent.

22.4 Open Org may disqualify referrals, withhold rewards and suspend participation in the Referral Programme where it reasonably believes there has been fraudulent, abusive or misleading activity, including self-referrals or the creation of sham accounts.

23. General

23.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

23.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

23.3 Severance. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

23.4 Third Party Rights. No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.

23.5 Governing law and jurisdiction. This Agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1 - Definitions and interpretation

Definitions

In these Terms:

"AI Functionality" means any artificial intelligence functionality made available by Open Org within the Platform from time to time;

"AI Output" means any output generated and returned by the AI Functionality;

"Agreement" means these Terms, together with the Order Details;

"Authorised Users" means an individual user authorised by the Customer to access and use the Platform under the Customer's Subscription;

"Charges" means the fees payable for a chargeable Subscription as detailed in the Order Details;

"Confidential Information" means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this Agreement, including any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party and any information or analysis derived from Confidential Information. Confidential Information shall exclude information: (a) generally available to the public (other than as a result of breach of confidentiality obligations); (b) available or which comes available to the receiving party on a non-confidential basis before disclosure; or (c) independently developed without access to such Confidential Information;

"Customer Content" means all content, information, materials or data uploaded to the Platform or otherwise provided to Open Org by the Customer or Authorised Users as part of using the Platform;

"Force Majeure Event" means any event outside the reasonable control of either party affecting its performance of its obligations under this Agreement, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, disaster or any action taken by a third party in relation to any third party software;

"Initial Subscription Period" means the initial subscription period set out in the Order Details starting on the Subscription Start Date;

"Intellectual Property Rights" means patents, utility models, rights to inventions, copyright (including source code) and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;

"Open Org Content" means any materials, documentation, playbooks, frameworks, processes and procedures or information made available by Open Org to the Customer through the Platform as part of the Customer's Subscription, excluding the AI Output;

"Open Org Materials" means any materials, designs, logos (or other brand identity), domain names, documentation, playbooks, frameworks, processes and procedures, information, programs, software and codes supplied by Open Org to the Customer through the Platform or otherwise, including the Open Org Content but excluding the AI Output;

"Order Details" means the subscription details confirmed during the online sign up process and shown in the Customer's account settings (including the Subscription Start Date, the Initial Subscription Period or billing period (if applicable), and the Charges (if applicable), together with any usage limits that apply to the Subscription), as confirmed by the payment receipt issued at checkout;

"Representatives" means employees, workers, agents, officers, advisers and other representatives of that party including in the case of the Customer, the Authorised Users;

"Subscription Start Date" means the subscription start date as set out in the Order Details;

"Subscription Term" means the duration of the Customer's Subscription, including the Initial Subscription Period and any Renewal Periods for chargeable Subscriptions, together with any free Subscription period;

"Subscription" means a rolling monthly, annual or free subscription for the Platform; and

"Working Days" means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Interpretation

Unless the context otherwise expressly requires, references to:

(a) "including" or "includes" shall be deemed to have the words "without limitation" inserted after them; and

(b) "writing" or "written" includes e-mail.

Schedule 2 - Data Processing

The data processing terms that form Schedule 2 to this Agreement are published as our Data Processing Agreement. The Data Processing Agreement forms part of this Agreement and sets out the parties' respective obligations in respect of the processing of personal data in connection with the Platform.

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