Terms of Service

1. Agreement

These Terms of Service ("Terms") are a contract between you ("you", "Customer") and OpiFlo ("we", "us", "our"), with registered address at London, UK. By creating an account or using OpiFlo (the "Service"), you agree to these Terms. If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree, do not use the Service.

2. The Service

2.1

OpiFlo is an online business management platform that includes (among other things) proposal creation and management, invoicing and billing, payslip generation, team management, AI-powered content and strategy features, and related tools (the "Service").

2.2

We provide the Service on a subscription basis. Features, limits, and availability depend on your plan (e.g. Starter, Professional, Enterprise) and may change over time. We will give you reasonable notice of material reductions in functionality where practicable.

2.3

The Service is offered "as is". We do not guarantee that it will be error-free, uninterrupted, or fit for any particular purpose beyond what we describe in our documentation and marketing.

3. Eligibility and account

3.1

You must be at least 18 years old and able to form a binding contract. The Service is for business use (including sole traders, freelancers, and companies). You must provide accurate, complete registration and account information and keep it up to date.

3.2

You are responsible for all activity under your account and for keeping your login details secure. You must notify us promptly of any unauthorised use or breach of security.

3.3

If you invite users (e.g. team members) to your workspace, you are responsible for their use of the Service in line with these Terms.

4. Use of the Service

4.1

You may use the Service only in accordance with these Terms and applicable law. You must not:

• use the Service for any illegal purpose or in breach of any law or regulation;
• attempt to gain unauthorised access to the Service, our systems, or other users' accounts;
• reverse engineer, decompile, or attempt to extract source code from the Service (except where law expressly allows);
• use the Service to transmit malware, spam, or content that is defamatory, infringing, or harmful;
• resell or sublicense the Service (unless we agree in writing);
• use automated means (e.g. scraping, bots) to access the Service in a way that burdens our systems or violates our policies;
• use the Service in a way that could harm, disable, or impair the Service or others' use of it.

4.2

We may suspend or terminate access if we reasonably believe you have breached these Terms or pose a risk to the Service or others.

5. Subscription, trial, and payment

5.1 Plans and pricing

Subscription plans (e.g. Starter, Professional, Enterprise) and pricing are as set out on our website or in your order. Prices are in GBP unless otherwise stated. We may change prices on renewal; we will give you advance notice.

5.2 Free trial

If we offer a free trial (e.g. 14 days), it is subject to these Terms. We may require a payment method before or at the end of the trial. If you do not cancel before the trial ends, we may start charging the applicable subscription fee.

5.3 Billing

Subscriptions are billed in advance (e.g. monthly or annually) via our payment processor (e.g. Stripe). You authorise us to charge the payment method you provide. Fees are non-refundable except where required by law or as we state in our refund policy.

5.4 Cancellation

You may cancel your subscription at any time from your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial periods.

5.5 Tax

Fees are exclusive of VAT and other taxes unless we state otherwise. You are responsible for any applicable taxes.

6. Your content and data

6.1

You retain ownership of the content and data you upload or create in the Service ("Your Content"). You grant us a worldwide, non-exclusive, royalty-free licence to use, store, process, and display Your Content as necessary to provide, improve, and secure the Service (including backup and recovery), and to comply with law.

6.2

You are responsible for ensuring that Your Content and your use of the Service do not infringe third-party rights or violate any law. We may remove or disable content that we reasonably believe violates these Terms or the law, or in response to a valid legal request.

6.3

Our processing of personal data in Your Content is described in our Privacy Policy and is carried out in accordance with applicable data protection law (including UK GDPR).

7. AI features

7.1

The Service includes AI-powered features (e.g. proposal generation, strategy suggestions). AI output is generated automatically and may be inaccurate, incomplete, or unsuitable for your situation. You are responsible for reviewing and verifying any AI-generated content before you use or send it. We do not guarantee the accuracy, legality, or fitness for purpose of AI output.

7.2

We may use third-party AI providers to power these features. Your use of AI features is subject to these Terms and our Privacy Policy.

8. Our intellectual property

8.1

We own all rights in the Service (including software, design, branding, and documentation), except for Your Content and third-party materials. These Terms do not grant you any rights in our intellectual property except the limited right to use the Service in accordance with these Terms.

9. Confidentiality

9.1

Each party will keep the other's confidential information (including business and technical information) confidential and use it only for the purpose of these Terms or as permitted in writing. This obligation survives termination. Confidential information does not include information that is publicly available (other than through breach), independently developed, or rightfully received from a third party without restriction.

10. Disclaimers

10.1

To the fullest extent permitted by law, the Service is provided "as is" and "as available". We disclaim all warranties, whether express or implied (including implied warranties of merchantability, fitness for a particular purpose, and non-infringement). We do not warrant that the Service will be uninterrupted, secure, or error-free.

10.2

We are not responsible for decisions you make based on the Service (including AI output) or for your use of the Service in your business. You use the Service at your own risk.

11. Limitation of liability

11.1

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

11.2

Subject to clause 11.1, we shall not be liable to you for:

• (a) any indirect, consequential, special, or punitive loss or damage;
• (b) loss of profit, revenue, data, goodwill, or business opportunity; or
• (c) any loss or damage arising from your use of or inability to use the Service, including reliance on AI output.

11.3

Our total liability to you for all claims arising out of or in connection with these Terms or the Service in any 12-month period shall not exceed the fees you paid to us in that 12-month period (or, if you have paid for less than 12 months, the total fees paid since the start of your subscription).

12. Indemnity

12.1

You will indemnify and hold us harmless from and against any claims, losses, damages, costs, and expenses (including reasonable legal fees) arising from:

• (a) your use of the Service;
• (b) Your Content;
• (c) your breach of these Terms; or
• (d) your violation of any law or third-party rights.

We will notify you of any claim and cooperate in the defence at your expense.

13. Termination

13.1

You may stop using the Service and cancel your subscription at any time as set out in clause 5.4.

13.2

We may suspend or terminate your access to the Service (in whole or in part) if you materially breach these Terms and do not remedy the breach within a reasonable time after written notice, or if we are required to do so by law or to protect the Service or other users.

13.3

On termination, your right to use the Service ends. We may delete or retain Your Content in line with our data retention and Privacy Policy. Clauses that by their nature should survive (including 6.1, 8, 9, 10, 11, 12, and 14) will survive termination.

14. General

14.1 Entire agreement

These Terms (together with our Privacy Policy and any order or plan description we provide) constitute the entire agreement between you and us regarding the Service and replace any prior agreements.

14.2 Changes

We may change these Terms from time to time. We will post the updated Terms on https://opiflo.com and update the "Last updated" date. If changes are material, we will notify you by email or a prominent notice in the Service. Continued use after the effective date means you accept the new Terms. If you do not agree, you must stop using the Service and cancel your subscription.

14.3 Severability

If any part of these Terms is held invalid or unenforceable, the rest will remain in effect.

14.4 Waiver

Our failure to enforce any right or provision does not waive that right or provision.

14.5 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.6 Governing law and jurisdiction

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms (without prejudice to our right to bring proceedings in any other jurisdiction where you are resident or have assets).

14.7 Contact

For questions about these Terms, contact us at privacy@opiflo.co.uk or London, UK.