SaaS Terms and Conditions

Definitions

2. Defined terms

Authorised User means an individual Customer permits to use the Services. Customer Data means data, files, models, documents, images, specifications, instructions, and other content submitted to or generated through the Services for Customer, excluding Oporo's software, templates, analytics, and intellectual property.

Documentation means Oporo's then-current user documentation. Order Form means an ordering document agreed by the parties that identifies the Services and commercial terms. Services means the Oporo hosted platform, APIs, support, and related subscription services stated in an Order Form. Subscription Term means the initial and any renewal period in the Order Form.

Licence

3. Subscription right

Subject to payment and compliance with the Agreement, Oporo grants Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable right for its Authorised Users to access and use the Services and Documentation for Customer's internal business and project purposes within the quantities, modules, territories, projects, storage, and other limits stated in the Order Form.

The Services are licensed on a subscription basis, not sold. No source code, ownership right, or implied licence is transferred. Customer may permit its employees, consultants, contractors, and project participants to be Authorised Users where they use the Services for Customer's permitted purposes and remain subject to terms no less protective than the Agreement. Customer is responsible for their acts and omissions.

Administration

4. Accounts and Authorised Users

Customer will provide accurate account information, nominate administrators, manage project membership and permissions, promptly disable access that is no longer required, and keep authentication details confidential. Accounts are assigned to individuals and must not be shared.

Customer must promptly notify Oporo of suspected credential compromise, unauthorised access, or misuse. Oporo may rely on instructions from Customer's authorised administrators and is not responsible for permissions or disclosures resulting from Customer's configuration unless caused by Oporo's breach of the Agreement.

Subscription services

5. Service delivery and changes

Oporo will provide the Services with reasonable skill and care and substantially in accordance with the Documentation and Order Form. Oporo may maintain, update, and improve the Services, including changing interfaces and features, provided that it does not materially reduce the overall core functionality purchased during the then-current Subscription Term.

Oporo may perform scheduled or emergency maintenance and will give reasonable advance notice of planned material disruption where practicable. Availability commitments, service credits, onboarding, implementation, storage, usage limits, and professional services apply only if expressly stated in the Order Form or a service-level schedule.

Preview, beta, trial, and evaluation features may be changed or withdrawn at any time and are provided as available without service levels, warranties, or indemnities to the maximum extent permitted by law.

Support

6. Support services

Oporo will provide the support level identified in the Order Form. Unless otherwise agreed, Customer may report reproducible incidents through Oporo's designated support channel. Customer will provide reasonable diagnostic information and cooperation, including affected users, timing, steps, and non-sensitive error details.

Oporo will use reasonable efforts to investigate and remedy faults within its control. Support does not include Customer systems, third-party products, connectivity, unsupported integrations, misuse, unauthorised changes, or consultancy and data-remediation work unless agreed separately. Response and resolution times are targets only unless expressly described as service levels with a stated remedy.

Commercial terms

7. Fees, invoicing, and taxes

Customer will pay the fees, in the currency and on the payment schedule stated in the Order Form. Fees are exclusive of VAT and similar taxes, which Customer must pay where properly chargeable. Customer must raise a good-faith invoice dispute before the due date or within 15 days after receipt, whichever is later, and pay undisputed amounts on time.

Overdue undisputed sums may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 or, if lower, the maximum lawful rate. Oporo may recover reasonable collection costs. Subscription commitments are non-cancellable and fees are non-refundable except where the Agreement expressly provides otherwise.

Renewal terms and any price change will be stated in the Order Form or notified at least 60 days before renewal. Increased usage, additional users, projects, storage, modules, or services may result in additional fees at the agreed or then-current rates.

Customer content

8. Customer Data

As between the parties, Customer retains ownership of Customer Data. Customer grants Oporo and its subprocessors a worldwide, non-exclusive right during the Agreement to host, copy, transmit, display, modify, analyse, back up, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Services and as permitted by the Agreement.

Customer warrants that it and its Authorised Users have all rights, permissions, notices, consents, and lawful bases required for Customer Data and Oporo's permitted processing. Customer is responsible for its accuracy, quality, legality, and project record-keeping obligations. Customer should maintain exports or independent copies required by its own continuity, contractual, or statutory duties.

Oporo may create aggregated or de-identified service information that does not identify Customer, an Authorised User, or an individual. Oporo may use that information to operate, secure, analyse, and improve its services.

Ownership

9. Intellectual property rights

Oporo and its licensors retain all intellectual property rights in the Services, software, APIs, Documentation, designs, workflows, templates, methodologies, updates, and derivative works. Rights in third-party and open-source components remain with their respective owners and may be subject to separate licence terms.

If Customer provides suggestions or feedback, Oporo may use them without restriction or payment, provided it does not disclose Customer's Confidential Information or identify Customer without permission. Oporo may use general knowledge, skills, and experience retained in unaided memory, but not Customer Data or Confidential Information, to develop its business.

Acceptable use

10. Prohibited conduct

Customer and Authorised Users must not:

• Use the Services unlawfully, fraudulently, deceptively, or in a way that infringes another person's rights.
• Upload malware or harmful code, probe or bypass security, gain unauthorised access, or disrupt the Services or another customer's use.
• Copy, modify, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to discover source code or underlying ideas, except to the limited extent that applicable law does not permit this restriction.
• Sell, resell, sublicense, rent, lease, distribute, provide bureau services through, or otherwise make the Services available to a third party except to Authorised Users and project participants permitted by the Order Form.
• Use automated means to scrape or extract data, impose an unreasonable load, circumvent usage limits, or access the Services to build or benchmark a competing product without Oporo's prior written consent.
• Upload content without the necessary rights, notices, lawful basis, permissions, and authority, including unnecessary special category or criminal-offence data.
• Use outputs, validation results, artificial-intelligence features, or project information as a substitute for competent professional judgement, statutory approval, safety review, or contractual verification.
• Remove proprietary notices, misrepresent the origin of output, share credentials, or allow an account to be used by anyone other than its assigned Authorised User.

Customer will reasonably cooperate with investigations into suspected misuse. Oporo may remove or restrict unlawful content where required by law and, where legally permitted and reasonably practicable, will notify Customer.

Privacy

11. Data protection and security

Each party will comply with applicable data-protection law. Where Oporo processes personal data on Customer's behalf, the Data Processing Agreement applies. Oporo acts as an independent controller for its business relationship, account administration, service security, and legal records as explained in the Privacy Policy.

Oporo will maintain appropriate technical and organisational security measures. Customer acknowledges that no hosted service is completely secure and will use available security controls, assign least-privilege access, protect endpoints and credentials, and avoid submitting personal data that is unnecessary for the Services.

Confidentiality

12. Confidential Information

Each recipient will protect the other party's non-public business, technical, financial, security, and commercial information that is identified as confidential or should reasonably be understood to be confidential. It will use that information only to perform or receive the Agreement and disclose it only to personnel, advisers, and subcontractors who need it and are bound by confidentiality obligations.

These obligations do not apply to information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source without duty, or is independently developed. A recipient may disclose information where legally required after giving advance notice where permitted and reasonable assistance at the discloser's cost. On request or termination, Confidential Information will be returned or destroyed, subject to legal retention and routine protected backups.

Assurances

13. Warranties and disclaimers

Oporo warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation when used as authorised and that it will provide the Services with reasonable skill and care. Customer's exclusive remedies for breach are correction, re-performance, or, if Oporo cannot provide either within a reasonable period, termination of the materially affected Services and a pro-rata refund of prepaid unused fees for them.

Except as expressly stated and to the maximum extent permitted by law, the Services are provided without other conditions, warranties, or representations, whether express, implied, statutory, or otherwise, including implied terms of satisfactory quality, fitness for a particular purpose, and non-infringement.

Oporo does not warrant uninterrupted or error-free operation, that every defect or threat will be detected, or that Customer Data, model parsing, specification checks, validation results, AI-assisted outputs, classifications, exports, or integrations are complete or suitable for a particular legal, contractual, safety, engineering, or professional purpose. Customer must independently review outputs and remains responsible for project decisions, regulatory compliance, professional duties, and the accuracy and suitability of submitted information.

Third-party claims

14. Indemnities

Oporo will defend Customer against a third-party claim that authorised use of the Services infringes a UK intellectual property right and will pay damages and costs finally awarded or agreed in settlement. Oporo may modify or replace the affected Services, obtain continued-use rights, or terminate them and refund prepaid unused fees. This obligation does not apply to Customer Data, Customer or third-party modifications, combinations not supplied by Oporo, use outside the Agreement, or continued use after Oporo provides a non-infringing alternative.

Customer will defend Oporo against a third-party claim arising from Customer Data, Customer's unlawful instructions, or use of the Services in material breach of the acceptable-use restrictions, and will pay damages and costs finally awarded or agreed in settlement.

An indemnity applies only if the protected party promptly notifies the indemnifying party, gives it control of the defence and settlement, and provides reasonable cooperation. No settlement may admit fault by or impose a non-monetary obligation on the protected party without its consent, not to be unreasonably withheld.

Risk allocation

15. Limitation of liability

Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of the implied terms as to title, or any liability that cannot lawfully be excluded or limited.

Subject to that exception, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill, reputation, or opportunity; loss or corruption of data where it could reasonably have been avoided through required backups; or indirect or consequential loss. This applies whether liability arises in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise, even if the loss was foreseeable.

Subject to the first paragraph of this clause, each party's total aggregate liability arising out of or relating to the Agreement in any rolling 12-month period will not exceed 100% of the fees paid or payable by Customer for the Services during the 12 months immediately before the first event giving rise to liability. If the event occurs during the first 12 months, the cap is the fees paid or payable for that initial 12-month period.

The cap applies collectively to these Terms, all Order Forms, the DPA, and related claims. Service credits and refunds count toward it. The parties acknowledge that the fees reflect this allocation of risk. Nothing limits Customer's obligation to pay undisputed fees or either party's obligation to stop infringing the other party's intellectual property rights.

Protection of the service

16. Suspension

Oporo may suspend affected access where reasonably necessary to prevent or address a security risk, unlawful use, material acceptable-use breach, harm to the Services or another customer, or where undisputed fees remain overdue after at least 10 days' written notice. Oporo may suspend immediately in an emergency or where delay would create material risk.

Oporo will limit suspension to the affected part where reasonably possible, notify Customer unless prohibited by law or urgent security needs, and restore access promptly after the cause is resolved. Suspension does not relieve Customer of payment obligations unless caused by Oporo's breach.

Lifecycle

17. Term, renewal, and termination

The Agreement begins on the effective date in the first Order Form and continues through the Subscription Term. Renewal is governed by the Order Form. If the Order Form provides for automatic renewal, either party may prevent renewal by giving the stated notice, or 30 days' notice if no period is stated.

Either party may terminate the Agreement or an affected Order Form immediately by written notice if the other party materially breaches it and, where the breach can be remedied, fails to remedy it within 30 days after notice. A party may also terminate immediately if the other enters insolvency, administration, liquidation, or an analogous process, except for a solvent restructuring, to the extent permitted by law.

On termination, Customer's access rights end and all outstanding fees become due. Customer must stop using the Services and Oporo materials. Customer may export Customer Data before termination and during any agreed retrieval period. Return and deletion of personal data are governed by the DPA. If Customer terminates for Oporo's uncured material breach, Oporo will refund prepaid fees for the terminated period; otherwise committed fees remain payable.

Terms intended to survive will do so, including accrued payment obligations, confidentiality, intellectual property, disclaimers, indemnities, liability limits, data return and deletion, and general provisions.