Terms & Conditions of Service

1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement between Automyx Ltd, trading as Orkestriq, a company incorporated in England and Wales (company number 17274298) with its registered office at 3 Avantgarde Place, London, E1 6GU ("Orkestriq", "we", "us", "our") and the organisation that accesses or uses the Orkestriq platform, services, APIs and associated software (collectively, the "Services") as an event organiser ("you", "Customer").

1.2 By registering for an account, clicking "I Agree", or otherwise accessing the Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, Data Processing Agreement, and Acceptable Use Policy, which are incorporated by reference.

1.3 You represent and warrant that you are entering into these Terms for purposes relating to your trade, business or profession, and that the individual accepting them has authority to bind your organisation.

1.4 If you do not agree to these Terms, you must not use the Services.

3.1 Business use. The Services are provided solely for business use by organisations. You must not use the Services as a consumer.

3.2 Capacity. The individual accepting these Terms must be at least 18 and have authority to bind your organisation.

3.3 Restricted jurisdictions. We do not knowingly provide Services to persons or entities subject to UK, EU or UN sanctions or export-control restrictions. You represent that you are not such a person or entity.

4.1 You must provide accurate, current and complete information when creating your Account and keep it updated.

4.2 You are responsible for the confidentiality of your login credentials and must notify us immediately at support@automyx.io if you suspect unauthorised use of your Account.

4.3 You are liable for activities under your Account, unless caused by our negligence or breach of our security obligations.

4.4 You may create sub-accounts for Authorised Users and are responsible for their compliance with these Terms.

4.5 We may refuse registration or suspend Accounts where reasonably necessary, including for security or non-payment.

5.1 Scope. Orkestriq is an event-management platform that enables organisers to register attendees, issue and scan QR badges, manage check-in and session attendance, publish agendas, manage sponsors and networking, send event communications and push notifications, generate visa-support and invitation letters, and provide an AI Assistant to attendees (the "Platform").

5.2 AI Providers. Parts of the Services are powered by third-party providers. By using the AI Assistant you acknowledge that attendee queries and the relevant event knowledge base are processed by our AI Provider to generate responses. Material providers are listed in our Sub-Processor List.

5.3 Availability. We use commercially reasonable efforts to make the Services available 99.5% of the time measured monthly, excluding scheduled maintenance (with reasonable notice), emergency maintenance, third-party provider failures and events beyond our reasonable control. Specific commitments are in our SLA.

5.4 Modifications. We may add, modify or remove features. Where a change materially and adversely affects your use, we will give at least 30 days' notice.

5.5 Beta features. Features designated "Beta" or "Preview" are provided without warranty and may change or be withdrawn at any time.

6.1 Trial. Where offered, a free trial gives time-limited access to evaluate the Services. We may modify or withdraw the trial at any time. Continued access after the trial requires a Subscription Plan.

6.2 Fees. Access to paid features requires a Subscription Plan and payment of the applicable fees set out in your order or quotation.

6.3 Billing. Fees are billed in advance per your selected cycle. Any usage-based charges are billed in arrears. Payment is by invoice or via our third-party payment provider, as stated in your order.

6.4 Taxes. All fees are exclusive of VAT and other applicable taxes, which are added at the prevailing rate where required by law.

6.5 Price changes. We may change fees on at least 30 days' written notice, effective from your next renewal.

6.6 Late payment. Overdue amounts accrue interest at 8% per annum above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998.

6.7 Non-refundable. Fees are non-refundable except as expressly stated in these Terms or required by law.

6.8 Suspension for non-payment. We may suspend or terminate the Services for non-payment following 7 days' written notice.

7.1 Ownership of Content. As between you and Orkestriq, you retain all rights in the Content you submit, including attendee records.

7.2 Licence to Orkestriq. You grant us a worldwide, non-exclusive, royalty-free licence to host, process, store, transmit and use your Content solely to: (a) provide and improve the Services; (b) comply with legal obligations; and (c) enforce these Terms. We will not use your Content or attendee data to train AI models.

7.3 Attendee data. You are responsible for the attendee personal data you collect through the Services, including having a valid lawful basis and giving attendees the required privacy notices. Our processing of that data on your behalf is governed by the Data Processing Agreement (clause 9).

7.4 AI Output. Subject to your compliance with these Terms and to the extent permitted by law, you may use AI Output generated for your event. You acknowledge that:

• AI Output is generated algorithmically and may be inaccurate, incomplete or misleading;
• similar Output may be generated for other customers;
• we make no representation that AI Output does not infringe third-party rights.

7.5 Reliance. You are solely responsible for verifying AI Output and for decisions made in reliance on it, including visa, travel and logistics decisions. Orkestriq is not liable for such decisions.

7.6 Your warranties. You represent and warrant that:

• you have all necessary rights and lawful bases to submit your Content;
• your Content does not violate any law or third-party right;
• your Content contains no malware or harmful code.

8.1 You must comply with our Acceptable Use Policy. In particular, you must not use the Services to:

• violate any applicable law, regulation or court order;
• infringe intellectual property, privacy or other rights of any person;
• generate or distribute CSAM, non-consensual intimate images, or material inciting violence, terrorism or hatred, or content that is defamatory or harassing;
• collect or use attendee data (including passport, date-of-birth or dietary data) without a valid lawful basis and notice;
• send unlawful or unsolicited marketing through the Services;
• introduce malware, or attempt to circumvent security, tenant isolation or rate limits;
• reverse engineer the Services or build a competing product without our consent;
• access another organiser's or attendee's data without authorisation.

8.2 We may apply technical measures (rate limits, filters, usage caps) and may suspend or terminate access for material violations.

8.3 You are responsible for your Authorised Users' compliance.

9.1 Roles. For attendee personal data you collect through the Services, you are the Controller and Orkestriq acts as your Processor. For account and operational data we collect, Orkestriq is the Controller. See our Privacy Policy.

9.2 DPA. Our processing of attendee personal data on your behalf is governed by our Data Processing Agreement (the "DPA"), available at orkestriq.io/privacy.html, which is incorporated into these Terms.

9.3 Compliance. We comply with the UK GDPR and the Data Protection Act 2018, and we will:

• process attendee personal data only on your documented instructions;
• implement appropriate technical and organisational security measures;
• assist you with subject-rights requests and breach notifications as required;
• not transfer personal data outside the UK/EEA without appropriate safeguards.

9.4 Sub-processors. We use the sub-processors listed at orkestriq.io/sub-processors.html and will give at least 10 days' notice of material changes.

9.5 Your responsibility. You are responsible for the lawful basis, any Article 9 condition for special category data (e.g. dietary requirements), and the privacy notices given to your attendees.

10.1 Each party will keep the other's Confidential Information confidential and use it only to perform under these Terms.

10.2 "Confidential Information" means information designated as confidential or which ought reasonably to be regarded as confidential, excluding information that: (a) is or becomes public other than through breach; (b) was rightfully known before disclosure; or (c) is independently developed.

10.3 Disclosure required by law or a regulator is permitted, with prompt notice where lawful.

11.1 The Services, the Platform, all associated software, the Orkestriq name and logo, and all related Intellectual Property Rights are owned by or licensed to Automyx Ltd. Nothing transfers ownership of these rights to you.

11.2 You may not copy, republish, frame or create derivative works of the Services without our prior written consent.

11.3 If you provide feedback or suggestions, you grant us an irrevocable, royalty-free, worldwide licence to use it without obligation.

12.1 We warrant that: (a) the Services will be provided with reasonable care and skill; (b) the Services will materially conform to the current documentation; and (c) we have the right to grant the licences in these Terms.

12.2 Exclusions. Subject to clause 13.3, the Services are provided "as is" and we disclaim all implied warranties to the extent permitted by law, including implied terms of satisfactory quality, fitness for purpose, accuracy of AI Output, and non-infringement.

13.1 Cap. Subject to clause 13.3, Orkestriq's total aggregate liability under or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty or otherwise) shall not exceed the greater of (i) the total fees paid by you in the 12 months immediately before the event giving rise to the claim, or (ii) £5,000.

13.2 Excluded losses. Subject to clause 13.3, we shall not be liable for any: (a) loss of profits; (b) loss of revenue or business; (c) loss of data beyond reasonable recovery costs; (d) loss of anticipated savings; (e) loss of goodwill; or (f) indirect, special or consequential loss.

13.3 Exceptions. Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded under applicable law.

13.4 AI-specific. We are not liable for: (a) decisions made in reliance on AI Output; (b) errors or omissions in AI Output; or (c) harm arising from the inherent probabilistic nature of AI systems.

13.5 Data protection. Each party's liability for data-protection claims is allocated as set out in the DPA. This clause 13 does not limit a party's own direct statutory liability to a data subject or regulator.

14.1 By you. You shall indemnify and hold harmless Orkestriq and its directors, officers, employees and agents from third-party claims, losses, damages and reasonable costs arising from: (a) your breach of these Terms; (b) your Content or attendee data; (c) your use of AI Output; or (d) your Authorised Users' use of the Services.

14.2 By Orkestriq (IP). We will defend you against third-party claims that the Services (excluding your Content and AI Output) infringe that third party's UK or EU intellectual property rights, and indemnify you for amounts finally awarded, provided you notify us promptly, let us control the defence, and cooperate. This is your exclusive remedy for IP infringement by the Services.

15.1 These Terms start when you accept them and continue until terminated under this clause.

15.2 By you. You may terminate at the end of the current billing period through your account settings or by notice. No refunds are issued for the remainder of a paid period.

15.3 By Orkestriq. We may terminate on 30 days' notice, and may suspend or terminate immediately if: (a) you materially breach these Terms and (where remediable) fail to remedy within 14 days of notice; (b) you become insolvent or cease trading; or (c) we are required to by law.

15.4 Effect. On termination: (a) licences to you cease; (b) you must stop using the Services; (c) you may export your Content for 30 days, after which we may delete it per our retention policy and the DPA; and (d) accrued fees become due.

15.5 Survival. Clauses 7, 10, 11, 13, 14 and 18 survive termination.

16.1 We may update these Terms and will notify you of material changes by email or in-app notice at least 30 days in advance.

16.2 Continued use after the effective date constitutes acceptance of the revised Terms. If you object to a material change to your detriment, you may terminate before it takes effect.

17.1 The Services may integrate with or link to third-party services. We are not responsible for their content, availability or practices.

17.2 Your use of integrated third-party services is governed by their terms, which you are responsible for reviewing.

18.1 These Terms are governed by the laws of England and Wales.

18.2 Any dispute that cannot be resolved by good-faith negotiation is subject to the exclusive jurisdiction of the courts of England and Wales.

19.1 Entire agreement. These Terms, with the Privacy Policy, DPA, Acceptable Use Policy and any applicable SLA or order, are the entire agreement and supersede prior agreements.

19.2 Severability. If any provision is invalid or unenforceable, the rest continue in force.

19.3 Waiver. Failure to enforce a provision is not a waiver.

19.4 Force majeure. Neither party is liable for failure or delay caused by events beyond their reasonable control, including internet outages or failures of third-party providers, provided they notify the other promptly and mitigate.

19.5 Assignment. You may not assign without our prior written consent. We may assign to an affiliate, successor or acquirer with notice to you.

19.6 No partnership. Nothing creates a partnership, agency, joint venture or employment relationship.

19.7 Notices. Notices to Orkestriq go to legal@automyx.io or our registered address. We send notices to the email on your Account.

19.8 Third parties. Except as expressly stated, these Terms do not confer rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

For questions about these Terms, please contact:

Automyx Ltd (trading as Orkestriq)
3 Avantgarde Place, London, E1 6GU
Email: legal@automyx.io
Website: orkestriq.io