These Platform Terms and Conditions (the “T&Cs”) are made and entered into between Orlo Ltd a company registered in England and Wales (Company No. 16715372) (“Orlo”) and the Customer (defined below and as set out in the applicable Order Form). This Agreement sets forth the terms pursuant to which the Customer will be permitted to use and receive access to the Platform (as defined below) as identified in one or more Order Forms (defined below) (these T&Cs together with all Order Forms in force constitutes the “Agreement”). Each of Orlo and the Customer is a “Party” and together, the “Parties.”

BY ACCEPTING THIS AGREEMENT, INCLUDING (WITHOUT LIMITATION) BY MAKING ANY PAYMENT FOR THE PLATFORM, USING THE PLATFORM, CLICKING A BOX INDICATING ACCEPTANCE, OR EXECUTING AN ORDER FORM, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU: (A) AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CUSTOMER”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER AND ITS AFFILIATES (DEFINED BELOW) TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PLATFORM. NO SIGNED DOCUMENT WILL BE REQUIRED TO CONFIRM ACCEPTANCE OF THESE TERMS AND CONDITIONS. 

1.1 Order Forms.
Order Forms. This Agreement sets forth the terms and conditions on which Orlo may make available to Customer the proprietary software-as-a-service platform in the form expressly identified in an order form (the “Platform”) that (a) is signed (or otherwise accepted) by the Parties an(b) expressly references these T&Cs (each, an “Order Form”). Each Order Form is subject to the terms of, and is deemed incorporated into, this Agreement

2.2 Order Form Term.
Unless earlier terminated in accordance with this Agreement or the applicable Order Form, each Order Form will continue for the term specified in such Order Form (“Initial Order Form Term”) and then, except as otherwise stated in that Order Form, will automatically renew for consecutive periods equal to the Initial Order Form Term (each a “Renewal Order Form Term”) (the Initial and Renewal Order Form Terms are, together, the “Order Form Term”) unless such notice of non-renewal is provided as is set out in the applicable Order Form prior to the end of the then-current term. Orlo may condition renewal of any Order Form on and subject to Customer’s agreement to changes to these T&Cs. Termination of this Agreement will terminate all active Order Form Terms; termination of any single Order Form will not terminate this Agreement. Customer acknowledges that its access to the Platform (or certain features thereof) may be automatically disabled upon expiration of the applicable Order Form Term.

2.3 Order of Precedence.
If there is a conflict between these T&Cs and the terms of an Order Form, these T&Cs will control unless the Order Form states that a specific provision of these T&Cs will be superseded by a specific provision of the Order Form. 

2.1 Licenses.
Subject to the terms and conditions of this Agreement, Orlo grants to Customer a non-exclusive, non-transferable and non-sublicensable right and license to access and use the Platform solely (i) for the Order Form Term set forth in such Order Form and (ii) in accordance with all applicable Documentation (defined below) and the restrictions and license terms set forth in this Agreement, including the applicable Order Form (e.g., any volume or other usage-based restrictions described in those materials). 

2.2 Documentation.
Subject to the terms and conditions of this Agreement, Orlo hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to Orlo-provided user manuals, help files, know-how, specification sheets, or other documentation, training, or instructions relating to the Platform (“Documentation”) solely to enable Customer to exercise its rights under the applicable license to or grant of access and usage rights for the Platform as set forth in paragraph 2.1.

2.3 Additional Features.
Customer acknowledges that not all of the features or functionality of a Platform may be available at Customer’s subscription level irrespective of whether such feature or functionality is described in the Documentation, and that access to such features or functionality may require payment of additional amounts.

2.4 Use Restrictions.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to:  rent, lease, or otherwise permit third parties (or other persons not authorized by this Agreement) to use the Platform or the Documentation;  use the Platform to provide services to third parties (e.g., as a service bureau);  use the Platform for any benchmarking activity or in connection with the development of a competitive product;  circumvent or disable any security or other technological features or measures of the Platform or use the product in a manner that Orlo reasonably believes poses a threat to the security of Orlo-controlled systems;  modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization from the Platform (except to the extent that applicable law prevents the prohibition of such activities);  use or access the Platform in a manner that materially impacts or burdens Orlo or Orlo’s servers and other computer systems, or that interferes with Orlo’s ability to make available the Platform to any third party; or  use the Platform in violation of Orlo’s then-current published Acceptable Use Policy applicable to the Platform (if any), as may be updated from time to time.

2.5 Compliance with Laws.
Each party warrants that it shall comply with all applicable laws and regulations. 

2.6 Protection against Unauthorized Use.
Customer will prevent any unauthorized use of the Platform and Documentation and will immediately notify Orlo in writing of any unauthorized use of which Customer becomes aware. Customer will immediately terminate any unauthorized use by persons having access to the Platform or Documentation through Customer.

2.7 Data.
In the Customer’s use of the Platform, the following types of data may be generated: (A) proprietary data, content or information of the Customer, uploaded or inputted into the Platform or otherwise made available to or via Orlo in the Customer’s use of the Platform, including text, images, media, and brand assets of the Customer (“Customer Data”); (B) data, content and information gathered from or uploaded or inputted into the Platform by end users as elicited in response to Customer Data (“End User Data”); and (C) the union of correlating Customer Data and End User Data (“Correlating Data”).

2.8 Intellectual Property and grant of licenses.
As between the Parties, Customer retains all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants Orlo a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, adapt, publicly perform and display, modify, prepare derivative works, host, distribute, transmit, store, and disclose the Customer Data: (a) during the Term, for the purpose of exercising Orlo’s rights and performing its obligations under this Agreement; and (b) in perpetuity, in a form that does not identify Customer as the source thereof, for its legitimate business purposes, including to develop and improve Orlo’s and its affiliates’ products and services and for commercial activities. Customer represents and warrants that Customer has all rights necessary to grant Orlo the licenses set forth in this paragraph 2.7 and to enable Orlo to exercise its rights under the same without violation or infringement of the rights of any third party.

2.9 As between the Parties, Orlo owns all right, title, and interest, including all intellectual property rights arising to and in the End User Data (to the extent such rights are not retained by the end user), the Correlating Data, the Platform, Documentation, and any improvements to any Orlo products or services made as a result of any use, processing, or generation of Customer Data ("Improvements"). Subject to Customer being in compliance with these T&Cs, and in particular its obligations under clause 3.1, Orlo grants to the Customer:

2.9.1.1 in respect of the End User Data (to the extent vested in Orlo) during the term and in perpetuity, a, worldwide, exclusive, transferable, sublicensable licence, to use, process, store, transmit, and disclose the End User Data;

2.9.1.2 in respect of the Correlating Data, a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable licence during the Term to use, process, store, transmit, and disclose the Correlating Data; and

2.9.1.3 in respect of the Platform, Documentation and Improvements, a revocable, worldwide, non-exclusive, non-transferable, non-sublicensable licence to use, process, and store the Platform, Documentation and Improvements, 

2.9.1.4 in each case for the purpose of exercising its rights, performing its obligations, and deriving the benefit of the Platform in accordance with this Agreement, or as otherwise authorized by Orlo in writing from time to time.

2.10 Customer may not sell, resell, license or transfer for value the Platform, Correlating Data, or Documentation or the right to access either of them to any third parties, or knowingly use same in a manner that creates or is likely to create any third-party cause of action or liability on the part of Orlo, its affiliates or licensors.

2.11 Save as expressly stated herein, each party represents and warrants to the other party that it has all rights necessary to grant the licenses set forth in this paragraph 2 and to enable the other party to exercise its rights under the Agreement without violation or infringement of the rights of any third party.

2.12 Feedback. If Customer provides any feedback to Orlo concerning the functionality and performance of the Platform or any Documentation or Improvement (including identifying potential errors and improvements), Customer hereby assigns to Orlo all right, title, and interest in and to the feedback, and Orlo is free to use the feedback without payment or restriction.

3.1 Fees and Payment Terms.
Customer will pay Orlo the fees and any other amounts owing under this Agreement as specified in the applicable Order Form(s), including, where applicable, any early termination fees specified on the Order Form, or otherwise agreed by the Parties. The Customer will pay Orlo the Fees and any other amounts owing under this Agreement as specified in the applicable Order Form monthly in advance via Stripe subscription payment. The Customer must maintain a valid payment method in Stripe for the duration of the Agreement. Cancelling or disabling the Stripe subscription, or failing to maintain a valid payment method, does not relieve the Customer of its obligation to pay Fees for the remainder of the applicable Order Form Term. If a payment is declined or cancelled, Orlo may in its discretion: (a) suspend access to the Platform until payment is made; and/or (b) invoice the Customer directly for any outstanding Fees, including any early termination amounts owed under this Agreement. The Customer agrees to pay any such invoices within 14 days of receipt. Failure to pay such amounts due will constitute a material breach of this Agreement. All Fees are non-cancellable and non-refundable, except as expressly set out in this Agreement.

3.2 Disputed Fees.
Any dispute as to Fees must be raised in good faith and in writing by the Customer within no later than five (5) business days of the date of the charge; thereafter all Fees are considered undisputed. Any undisputed amount not paid when due will be subject to charges equal to 8% of the unpaid balance per month and compounded daily from the date due until the date paid. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Orlo to collect any undisputed amount not paid when due. Amounts due from Customer under this Agreement may not be withheld or offset by Customer against amounts due to Customer for any reason. If Customer fails to timely pay amounts when due, Orlo may, in addition to its other rights or remedies, suspend or terminate access to the Platform under all Order Forms until it receives all amounts due, provided that Orlo has given notice of non-payment and Customer has failed to cure non-payment within ten (10) days of that notice.

3.3 Taxes and Third Party Charges. Other than net income taxes imposed on Orlo, the Customer will bear all taxes, duties, levies, and other governmental charges (“Taxes”) arising from this Agreement. The Customer will also bear any third-party processing or transaction fees (including without limitation Stripe, SEPA, or other payment provider charges) associated with its payments under this Agreement. The Customer will pay any such Taxes and third-party charges in addition to the Fees, and will ensure that the net amounts received by Orlo are equal to the Fees specified in this Agreement.

4.1 This Section applies only to Customers whose Order Form specifies they are participating in Orlo’s Beta Program (“Beta Customers”).

4.2 Nature of Platform.
Beta Customers acknowledge that the Platform is in pre-General Availability release  stage, and may be incomplete, contain errors, or change at any time, and are provided “as is” with no warranties or liability of any kind (in addition to the general disclaimers in these Terms).

4.3 Testimonial.
Within six (6) months of the Effective Date, Beta Customers will provide Orlo with both (a) a favourable written testimonial and (b) participation in a favourable video testimonial. Orlo will arrange, record, and produce the video at its expense and in a manner mindful of Customer’s time and resources. Customer will use best endeavours to make themselves available at suitable times. Customer grants Orlo an unrestricted, worldwide, perpetual, royalty-free licence to use, reproduce, adapt, and distribute the testimonial(s) for Orlo’s commercial purposes (including sales, marketing, promotional and business development). Customer agrees to sign a release form if requested.

4.4 Feedback.
Beta Customers will participate in up to two (2) structured feedback sessions (60–90 minutes each) during the Initial Term. Feedback may be used by Orlo without restriction, provided it does not identify the Customer or its clients without consent.

4.5 Introductions (if applicable).
If the Order Form specifies that Customer is receiving a further conditional discount during the Beta Program term for providing warm introductions (the “Introduction Discount”) such discount will be applied for the relevant time period, subject to the following terms and provided the Customer is otherwise in compliance with these T&Cs:

4.5.1 Customer will, within the first three (3) months of the Initial Term, make warm introductions to at least two (2) boutique fitness studios of a similar type and scale to its own with which Orlo has no prior relationship, each introduction being genuine and in good faith to an owner, permanent senior trainer, or other decision-maker.

4.5.2 If such introductions are not made within that period, the Introductions Discount will not apply and the Subscription Fee will revert to the undiscounted Beta Program fee with effect from the Effective Date. Any shortfall (for previously discounted amounts) will be back-charged automatically via Stripe or Customer’s next billing cycle, and Customer authorises Orlo to collect such amounts in full.

4.5.3 The Introductions Discount applies only to the first three (3) months of the Initial Term. If at least one of the introductions results in a new Orlo customer being signed within six (6) months of the Effective Date, the discount will be extended to a total of six (6) months from the Initial Term. Any adjustment to reflect the appropriate level of discount will be applied as a credit against future subscription payments. No refunds or cash alternative is available. 

5.1 Commencement.
This Agreement will begin on execution of the first Order Form and remain in effect until terminated in accordance with this paragraph 4 (the “Term”).

5.2 Subscription Term and Renewal. 
The initial subscription term for the Platform is twelve (12) months, commencing on the date of Customer’s first payment (the “Initial Term”). Fees may be invoiced or collected on a monthly, quarterly or annual basis, which does not affect the term of this Agreement. Unless either Party notifies the other in writing of its intent not to renew at least thirty (30) days prior to the end of the then-current term, the subscription will automatically renew for successive twelve (12) month terms (each, a “Renewal Term,” and together with the Initial Term, the “Term”).

5.3 All subscription fees are non-cancellable and non-refundable. If Customer fails to make any payment when due, all unpaid fees for the remainder of the then-current Term will become immediately due and payable. Orlo reserves its rights under paragraph 3.2.

5.4 Termination.
Either Party may terminate: (a) this Agreement on seven (7) days’ written notice to the other Party for convenience at any time that no Order Form is in effect; (b) this Agreement or, as to Orlo, any Order Form, if the other Party commits a persistent or material breach of a material provision of this Agreement, which breach is not cured within thirty (30) days after written notice thereof by the terminating Party (or such shorter time period for cure as specified in this Agreement); or (c) if the other Party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is declared bankrupt, or is the subject of any liquidation or insolvency proceeding which is not dismissed within fourteen (14) days, or makes any assignment for the benefit of creditors. Orlo may also terminate any Order Form or this Agreement immediately on notice if Orlo reasonably believes that Customer has (i) made or distributed any unauthorized copies of the Platform, documentation, or related materials; (ii) without Orlo’s consent, attempted to assign, resell, or sublicense any right granted by this Agreement; (iii) used the Platform in breach of the Customer Responsibilities (including data protection and acceptable use obligations), including by uploading or processing personal data without a lawful basis; or (iv) otherwise taken any action threatening or challenging Orlo’s intellectual property rights. Customer may terminate any Order Form or this Agreement immediately on notice if Customer reasonably believes that Orlo has made or distributed any unauthorized copies of Customer Data or otherwise misused such data in material breach of this Agreement. Termination of one Order Form will not affect any other active Order Form which will continue in full force and effect unless separately or automatically terminated in accordance with this clause.

5.5 Post-Termination Obligations.
If this Agreement is terminated for any reason,  Customer will pay to Orlo any fees or other amounts that have accrued prior to the effective date of the termination (chargeable via Stripe unless otherwise agreed),  any and all liabilities accrued prior to the effective date of the termination will survive, and Customer will provide Orlo with a written certification signed by an authorized Customer representative certifying that all use of the Platform, Documentation, and Improvements by Customer has been discontinued and that all Confidential Information in Customer’s possession or control has been returned or destroyed; and (d) in relation to valid termination by Customer under 4.2(b), Orlo will issue to Customer a pro-rata refund of any fees pre-paid in respect of benefits and services that are due to accrue or be available after the effective date of termination and which as a result of termination will not so accrue or become available prior to termination.

5.6. Survival. 
Notwithstanding anything to the contrary herein, any paragraphs which either explicitly or by reasonable implication should survive termination or expiration of this Agreement (incl. for avoidance of doubt paragraphs 1, 2.7, 2.12, 3, 4.3, 4.4, 5, 6, 8, 9, and 10) will survive termination or expiration of this Agreement for any reason. 

6.1 Confidential Information. 
Each party (the “Receiving Party”) acknowledges that by reason of its relationship to the other party (the “Disclosing Party”) hereunder, the Receiving Party will have access to certain information and materials concerning the Disclosing Party’s business, plans, technology, products and services that are confidential and of substantial value to the Disclosing Party, which value would be impaired if such information were disclosed to third parties (“Confidential Information”). Confidential Information does not include any information that the Receiving Party can demonstrate by written records: (a) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (b) is independently developed by the Receiving Party; (c) is or becomes, at the applicable time, publicly known through no wrongful act of the Receiving Party; or (d) has been rightfully received from a third party whom the Receiving Party has reasonable grounds to believe is authorized to make such disclosure without restriction. The Receiving Party agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such Confidential Information revealed to it by the Disclosing Party, except as expressly otherwise provided in this Agreement. The Receiving Party shall take every reasonable precaution to protect the confidentiality of Confidential Information. Notwithstanding the foregoing, Orlo is permitted to disclose Confidential Information of Customer on a need-to-know basis to its employees, contractors, and agents of its affiliates.

 

7.1 Each party will (to the extent applicable) comply with the EU General Data Protection Regulation 2016/679 together with all other applicable legislation relating to the processing of personal data, as amended, re-enacted, replaced or superseded from time to time (the “Data Protection Legislation”) and the terms “personal data”, “data subject”, “controller" and “process” (and its derivatives) shall have the meanings given to them in Data Protection Legislation.

7.2 Orlo shall, in providing the Platform (including, if required, processing any Personal Data as is defined in the Data Protection Laws) comply with its online privacy policy relating to the privacy and security of personal data as updated from time to time.

7.3 Although the Data Protection Laws ultimately determine status, the parties believe that:

7.3.1 in relation to the Customer Data, Customer is the data controller and Orlo is the data processor; and

7.3.2 both Parties are data controllers in their own right (i.e data controllers in common, and not joint controllers) in respect of the processing of the End User Data, Correlating Data, and any Personal Data of the Customer’s representatives, staff and employees in connection with its access and use of the Platform (“Customer Users”), on the basis that they each determine on their own (i.e. alone) the purposes and means of the processing of such categories of data when it is processed within their respective technology environments. 

7.4 Orlo shall:

7.4.1 process Personal Data only to the extent necessary for the purposes of performing its obligations under this Agreement and otherwise in accordance with the Customer’s documented instructions;

7.4.2 ensure that all persons authorised by Orlo to process Personal Data are committed to confidentiality obligations which cover the processing;

7.4.3 have at all times during the term of this Agreement appropriate technical and organisational measures to secure the Personal Data and protect the rights of the data subject, with particular regard to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Personal Data;

7.4.4 not engage another processor of the Personal Data without the Customer‘s prior consent, save for the payment processors, data storage providers, hosting service providers and other third party providers listed in Orlo’s privacy policy from time to time, each as needed to provide the Platform which are deemed to be approved by the Customer for the purpose of this agreement and such sub-processors shall be required to comply with obligations substantially similar to those in this clause in respect of the Personal Data. Orlo shall be liable to the Customer for the performance of the sub processors’ data protection obligations;

7.4.5 only transfer Personal Data outside of the European Economic Area (EEA) if it has satisfied itself that it can ensure that the transfer is subject to terms which satisfy the Data Protection Legislation including the conditions of any applicable adequacy finding or decision.

7.4.6 at the Customer‘s election, delete or return all Personal Data to the Customer, and delete all existing copies at the end of this agreement, unless applicable law requires their retention;

7.4.7 provide reasonable assistance to the Customer in respect of responding to requests from data subjects to exercise their rights, if necessary and at the Customer‘s expense; and

7.4.8 without undue delay after becoming aware of a Personal Data security breach, notify the Customer and provide reasonable assistance to the Customer in dealing with the breach.

7.5 The Customer will:

7.5.1 where applicable, provide clear and comprehensible written instructions to Orlo for the processing of Personal Data to be carried out under this agreement;

7.5.2 advise Customer Users of any applicable terms and associated risks arising out of their Personal Data being processed, used, stored, or transferred under this Agreement, and if appropriate, provide Customer Users with a copy of Orlo’s Privacy Policy.

7.5.3 ensure that the Customer has all the necessary licences, permissions and consents from Customer Users to the extent the same are data subjects (as defined in the Data Protection Laws) so that Orlo may lawfully use, process and transfer the Personal Data in accordance with this Agreement on the Customer’s behalf; and

7.5.4 indemnify on demand, defend and hold Orlo harmless against all loss, liability, damages, costs, fees, claims and expenses which Orlo may incur or suffer by reason of any breach of this clause 6 by the Customer. 

8.1 Limited Orlo Warranties.
Orlo warrants that the Platform will, in all material respects, operate substantially as described in its published materials, provided the Customer uses the Platform in accordance with this Agreement and any applicable Documentation (as updated and published from time to time). Orlo does not warrant that the Platform will be uninterrupted or error-free, or that it will meet all of the Customer’s requirements. Orlo is not responsible for any defect or error in the Platform caused by that Customer's modification, misuse, or damage to the Platform, or resulting from the technical environment of the Customer or a third party. Customer’s sole and exclusive remedy for any breach of this warranty is for Orlo, at its option, to (a) use reasonable efforts to remedy the issue, or (b) terminate the affected subscription and associated Order Form(s) and refund any pre-paid Fees for the period after termination takes effect.

8.2 Customer Warranties.
The Customer represents and warrants that: (a) it has all rights, licences, consents, and permissions necessary to provide Orlo with Client Data and to permit Orlo to process that data as set out in this Agreement; (b) its trainers, staff, and clients will use the Platform only in accordance with applicable laws (including data protection laws such as GDPR) and this Agreement; (c) it will maintain appropriate notices, consents, and lawful bases to allow Client Data to be uploaded to and processed through the Platform; and (d) it will not use the Platform in a way that infringes the rights of any third party, or for unlawful, harmful, or fraudulent purposes.

8.3 Mutual Warranties.
Each Party represents and warrants to the other that this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms and  no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of this Agreement.

8.4 Disclaimer. 
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ORLO MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR COMMITMENTS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ORLO DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CUSTOMER’S REQUIREMENTS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ORLO SHALL HAVE NO LIABILITY OR OBLIGATION OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THE PLATFORM OR SERVICES. THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRY OF THIS AGREEMENT.

9.1 Customer Indemnity.
Customer will indemnify, defend, and hold harmless Orlo, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer’s use of the Platform in breach of this Agreement, applicable law, or third-party rights; (b) any Client Data or other information provided or made available by Customer (including any claim that such data infringes, misappropriates, or violates the rights of a third party); and/or (c) Customer’s failure to obtain and maintain all necessary consents, licences, and approvals required for Orlo’s processing of Client Data as described in this Agreement.

9.2 Procedure.
Orlo will promptly notify Customer of any claim for which it seeks indemnification, allow Customer sole control over the defense and settlement of the claim, and provide reasonable cooperation (at Customer’s expense). Orlo may participate in the defense with independent counsel of its choosing, and Customer will reimburse Orlo for all reasonable costs and expenses (including legal fees) incurred in providing such cooperation or participation.

9.3 Exclusions from Obligations.
Customer acknowledges that Orlo provides the Platform “as is” except as expressly set out in this Agreement, and Orlo has no indemnification obligations of any kind.

9.4 Liability Limitation and Disclaimer. 
The Platform is provided on an “as is” and “as available” basis. Except as expressly set out in this Agreement, Orlo disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by law, Orlo will have no liability to Customer (whether in contract, tort, negligence, or otherwise) arising out of or in connection with this Agreement or the Platform. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or liability for gross negligence or wilful misconduct.

10.1 Relationship.
Nothing in the Agreement is intended to, or will be deemed to, constitute a partnership or joint venture of any kind between the parties, or constitute any party the agent of the other party for any purpose. No party will have authority to act as agent for, or to bind, the other party in any way.

10.2 Use of Brand Name.
Orlo may use the name, brand, or logo of Customer (or Customer’s parent or affiliate companies) solely for the purpose of identifying Customer as a licensee or customer of Orlo in a ‘customer’ section of Orlo’s website, brochures, or other promotional materials, or as part of a list of Orlo’s customers in a press release, other public relations materials, or sales collateral. Any such limited use by Orlo shall include proper attribution to Customer of any trademark or logo of Customer, and shall in no way suggest that Orlo is affiliated with, or speaking on behalf of Customer. Any other press releases or marketing materials referring to the trademarks or logos of Customer shall require mutual approval in writing prior to public dissemination thereof.

10.3 Assignability.
Neither Party may assign its rights, duties, or obligations under this Agreement without the other Party’s prior written consent, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, Orlo may assign or novate this Agreement, without Customer’s consent and with no obligation to inform, to (a) any of its affiliates (including for the purposes of internal restructuring or reorganisation, such as transfer from one group entity to another), or (b) a successor in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the assets or business to which this Agreement relates (each, a “Change of Control”).

10.4 Subcontractors.
Orlo may utilize subcontractors or other third parties to perform its duties under this Agreement so long as Orlo remains responsible for all of its obligations under this Agreement.

10.5 Notices.
Any notice under this Agreement must be in writing. The primary method of notice is email: (a) to Orlo at steve@orlo.es (or any updated email address Orlo notifies to Customer from time to time), and (b) to the Customer at the email address provided on the Order Form (or any updated address notified to Orlo). A notice sent by email will be deemed received when successfully transmitted (or, if sent outside business hours in the recipient’s timezone, at 9am the next business day). If an email notice from Orlo to the Customer bounces back or is otherwise undeliverable, Orlo may send it instead by courier or registered mail to the postal address stated on the Order Form (or any updated address notified). In that case, notice will be deemed received on delivery (courier) or two business days after posting (registered mail).

10.6 Updates to T&Cs.
Orlo may amend the T&Cs at any time in its sole discretion. Any amendments take effect immediately upon being posted on Orlo’s website or otherwise made available through the Platform, and the Customer agrees to be bound by them from that time. Continued use of the Platform or payment of Fees constitutes acceptance of the amended Terms. Commercial details such as Fees and subscription length as agreed in a signed Order Form remain as set out in the Customer’s Order Form unless expressly agreed otherwise in writing and signed by both Parties.

10.7 Force Majeure.
Orlo will not be liable for any delay or failure to perform its obligations under this Agreement caused by events or circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, strikes, labour disputes, war, terrorism, civil unrest, government action, interruptions of internet or telecommunications services, or failures of third-party hosting providers. If a force majeure event materially affects Orlo’s ability to provide the Platform for more than thirty (30) days, Orlo may suspend performance or terminate this Agreement on written notice to Customer, without further liability. Customer’s obligation to pay Fees when due will not be excused or suspended by any force majeure event.

10.8 Governing Law.
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of England. Each Party hereby irrevocably consents to the exclusive jurisdiction of the courts of England and Wales in connection with any action arising out of or in connection with this Agreement.

10.9 Waiver.
The waiver by either Party of any breach of any provision of this Agreement does not waive any other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

10.10 Severability.
If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the use of the Platform under this Agreement is found to be illegal, unenforceable, or invalid, Customer’s right to use the Platform will immediately terminate.

10.11 Entire Agreement. 
This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous written or oral communications. 

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