The terms on which the OmnioIQ platform is provided.
These terms govern access to and use of the OmnioIQ platform. Where a separate written agreement is in place between OmnioIQ Limited and your organisation, that agreement takes precedence over these terms to the extent of any conflict.
We grant the Customer a non-exclusive, non-transferable right to access and use the Platform for its internal business purposes for the duration of the agreed term, subject to these terms and any agreed usage limits.
The Customer is responsible for the accuracy of the data it submits, for the security of its account credentials, and for the acts of its authorised users. The Customer must not:
Fees, billing frequency and any usage limits are set out in the applicable order or agreement. Unless stated otherwise, fees are exclusive of VAT and other applicable taxes.
OmnioIQ retains all intellectual property rights in the Platform. The Customer retains all rights in Customer Data. Nothing in these terms transfers ownership of either party's pre-existing intellectual property.
Where we process personal data on the Customer's behalf we do so as processor, under the Customer's instructions and subject to a data processing agreement. Our handling of personal data is described in our privacy notice.
Each party must keep the other's confidential information confidential and use it only for the purposes of the agreement. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law.
We warrant that we will provide the Platform with reasonable skill and care. Except as expressly stated, the Platform is provided without further warranties, whether express or implied, including as to fitness for a particular purpose.
Optimisation, allocation and forecasting outputs are decision support. The Customer remains responsible for its operational, employment and compliance decisions.
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.
Subject to that, each party's total aggregate liability arising under the agreement is limited to the amount specified in the applicable order or written agreement, and neither party is liable for indirect or consequential loss, or for loss of profit, revenue or anticipated savings.
The agreement runs for the term set out in the applicable order. Either party may terminate for material breach that remains unremedied 30 days after written notice, or if the other party becomes insolvent. On termination, access to the Platform ceases and Customer Data is dealt with in accordance with the agreement.
We may update these terms from time to time. Where a change materially affects the Customer's rights we will give reasonable notice. Continued use after the change takes effect constitutes acceptance.
These terms are governed by the laws of England & Wales, and both parties submit to the exclusive jurisdiction of the courts of England & Wales.
Questions about these terms: office@omnioiq.com. Company details are on our legal page.