SocialSignin Ltd, trading as Orlo, is a private company limited by shares incorporated and registered in England and Wales with company number 08237170 and whose registered office is located at 7c, Centre City House, 5-7 Hill Street, Birmingham. B5 4UA, England, United Kingdom. Wherever used in these terms and conditions of business (“T&Cs”), “Orlo”, “we”, “our” or “us” refer to SocialSignin Ltd (and our permitted successors and/or assigns). Wherever used in these T&Cs, “you”, “your” or similar terms mean the person utilising and/or accessing the Services (as stated in the order form), including persons for which you are responsible such as your employees and other permitted third parties (as applicable).
These T&Cs, together with the Data Protection Addendum, service level agreement and the order form (produced by us), constitute a binding legal agreement between Orlo and you (the “Contract”). Any purported order by you for the Services shall not form a legally binding contract unless and until we countersign the order form (which has been signed by you) or commence providing the Services (whichever is the later). This Contract governs your access to and use of our products, software, services, and website (collectively “Services”), and any and all information, text, graphics, photos or other materials uploaded, downloaded, or appearing on the Services (collectively “Content”). By accessing and using the Services, you agree to be exclusively bound by the Contract to the exclusion of any other terms and conditions which seek to have effect, and you warrant that you have read, understood and accepted the terms of the Contract. If you do not agree to be bound by the Contract, you are not permitted to use the Services and/or Content under any circumstances.
In the event of any conflict in respect of the provisions of our Contract and/or the documents referred to therein the following order of priority shall prevail (in descending order of priority): service level agreement, order form, T&C’s and Data Protection Addendum.
A – The Services
- You are solely and exclusively responsible for the use of the Services and for any Content accessed or made available to others through your account (even if that Content is accessed or made available by others). You assume all risks associated with the Services and any Content accessed or made available to others through your account. Orlo will not be held responsible under any circumstances for your use of the Services or for any such Content.
- To access or use the Services, you must be able to form a binding contract with Orlo and you must not be prohibited from receiving the Services under any applicable laws. You warrant that you have the ability and continuing authority to form a legally binding contract with us.
- You acknowledge that the Services allow you to access and use content and services offered by third party service providers (e.g., Twitter, Facebook) (“Third Party Service Providers”). It is a condition precedent of this Contract that you agree to comply with the relevant terms and conditions of any such Third Party Service Provider.
- Your access to and use of the Services must be in accordance with these T&Cs at all times. If you commit a material breach of these T&Cs, we may without notice suspend or terminate your use and/or access to the Services in accordance with the remaining provisions of these T&Cs.
- You agree that any of your group companies who use the Services (listed in the order form or for which we have given our express written consent) shall be bound by these T&Cs at all times and you shall procure that they adhere to these T&Cs, and you shall be wholly responsible for all of their actions and/or omissions.
- You agree that the Data Protection Addendum incorporates all data protection requirements relating to the Services and the Contract and you and we will comply with its provisions.
- Orlo will operate the Services in accordance with any Orlo service level agreement in operation from time to time (“Orlo SLA”). The current Orlo SLA will be annexed to the order form and available at our website. Orlo’s failure to achieve Monthly Uptime Percentage or support targets set out in the Orlo SLA shall not be a material breach of the Contract. The Orlo SLA shall only apply during the Contract period.
B – Your Account
- You must provide your legal full name (i.e. company name and number), address for service of any notices, a valid email address and contact details of an authorised representative, and any other information requested by us in order to complete the account sign-up process.
- You are responsible for maintaining the security of your account login information and for any activities or actions occurring under your account. Orlo encourages you to use a “strong” password (passwords that use a combination of upper and lower case letters, numbers and symbols) for your account. Orlo will not be responsible for any loss or damages whatsoever resulting from your failure to comply with this obligation.
- The number of accounts to be used shall be set out in the order form. Each account login may only be used by one person. A single login shared by multiple people is not permitted.
C – Term, Use and Restrictions
- We agree to supply the Services, and you agree to accept the Services for the period as set out in the order form (the “Initial Term”). Unless we receive written notice from you to cancel the Contract before the 60 day period prior to the natural expiry of the Initial Term (and/or each anniversary thereafter) then the Contract shall automatically continue for a further term equal to the Initial Term (the “Additional Term”), and continue on a rolling basis thereafter upon the expiry of each Additional Term unless the aforementioned notice is received by us. Should you cancel the Contract then the provisions of clauses G4 to G7 (inclusive) and clause G9 shall apply.
- Any renewal of the Contract in accordance with clause C1 shall be at the current price being charged to you unless notice is sent by us to you prior to 60 days of the anniversary of the renewal that there will be a price increase (notwithstanding clause F3). Upon any automatic renewal of the Contract or otherwise the provisions of the Contract shall continue to apply in all respects.
- Should the Customer be granted service credit in accordance with the Orlo SLA, such time will be added onto the end of the Initial Term (or any subsequent Additional Term) but the 60 day notice for cancellation will not be varied and will still apply from the original natural expiry date of the Initial Term (or subsequent Additional Term) without including the service credit time. Any subsequent Additional Term will begin on the expiry of the service credit time.
- You may only use the Services to: (a) access Content on Orlo’s website; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these T&Cs and any terms specified by the Third Party Service Providers. You may only use the Services in relation to your own genuine and legitimate social media management requirements.
- You may not use the Services for any illegal or unauthorised purpose, including in any way that violates copyright, privacy or other laws applicable in England and Wales or which are applicable to you.
- You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
- You may not, without Orlo’s prior written permission (including the permissions granted by these T&Cs): (a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or otherwise attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); (c) make derivative works of the Services; or (d) modify another website so as to falsely imply that it is associated with the Services, Orlo or any other Orlo products or services.
D – Content
- You understand that by using the Services you may be exposed to Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive. Orlo does not pre-screen Content and cannot be responsible for the Content accessed or made available to others through the Services.
- Orlo and its designees have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Services. Orlo may (but has no obligation to) remove Content and accounts containing Content that Orlo determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that Orlo determines in its sole discretion to: (a) be libellous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party’s intellectual property).
- You must not upload, post, host, transmit or otherwise make available to others unlawful unsolicited email, SMSs, or “spam” messages through the Services.
- You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.
E – Payment Matters
- Payment shall be made by bank transfer to an account specified by Orlo. Such account will be detailed on the order form. Should Orlo wish to alter the method of payment it will notify you in writing and agree the same with you before altering it.
- You shall pay for the Services at such times and at such amounts as specified in the order form, and in the absence of the aforementioned you shall pay for each 12 month period in full within 30 days of the date when Orlo commence providing the Services.
- Purchased Services are only refundable at the sole discretion of Orlo.
- All fees are exclusive of VAT or any equivalent taxes, levies, withholdings or duties imposed by taxation authorities in any other jurisdiction, and you shall be responsible for payment of all such taxes, levies, withholdings or duties in addition to the fees (as specified in the order form or otherwise).
- You must specify the country of your business so that SocialSignIn can understand its obligations to any applicable taxation authorities.
- All fees and other sums paid to Orlo shall be paid in full and cleared funds in pounds sterling by telegraphic transfer without any right of set off, counterclaim or delay.
- Orlo may charge interest on all late payments (and any other costs and/or expenses) at the rate of 4% above the Bank of England base rate from time to time.
F – Modifications to the Services and Prices
- Orlo may change the Services or the format or delivery of the Services from time to time and where reasonable will endeavour to notify the customer. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these T&Cs.
- Subject to the below clause F3, the price for all Services are as set out in the order form (or as subsequently agreed in writing from time to time).
- Prices of all Services are subject to change upon 30 days’ notice from Orlo. Such notice shall be provided in writing to the customer’s contact details set out on the order form.
- Orlo may change the Orlo SLA upon 30 days’ notice from Orlo. Such notice shall be provided in writing to the customer’s contact details set out on the order form.
G – Suspension, Cancellation and Termination
- Orlo shall endeavour to provide you with uninterrupted access to the Services however from time to time the Services may be suspended without notice or even withdrawn due to essential maintenance and/or any other extenuating circumstances (in our sole discretion). Orlo will try to keep such maintenance to times that are outside of normal business hours in the United Kingdom (being 8.30am to 5.00pm Monday to Friday on a day that is not a bank holiday), but it may not always be able to ensure this. Our uptime can be reviewed at any time here: https://orlo.statuspage.io/
- Orlo may suspend or restrict your access to the Services at any time and without any liability whatsoever for any good and/or valid reason (in our sole discretion), including:
(a) in accordance with clause G1;
(b) due to any of the reasons set out in clause G8;
(c) dealing with any actual or suspected security breach, virus or attack;
(d) when required to by any regulatory, judicial, governmental, police or other competent body;
(e) when we suspect any abuse of the Services; and
(f) for any emergency action that a competent supplier would consider reasonable,
and Orlo shall endeavour to inform the customer of any such suspension or restriction as soon as reasonable and shall lift the suspension or restriction as soon as conditions allow (unless it chooses to terminate in accordance with clause G8).
- The Orlo SLA shall not apply to downtime for the reasons stated in clauses G2b to G2f (inclusive) and any such downtime shall not be deducted from the Monthly Uptime Percentage.
- If you cancel the Contract before the anticipated expiration of the term as stated in the order form (including any agreed extension thereof), you shall remain fully responsible for all fees and expenses for the duration of the aforementioned term.
- Your cancellation will take effect immediately and Orlo will delete all of your Content from the Services after cancellation. Once you cancel your account, your Content cannot be recovered.
- Should your Contract be terminated for any reason Orlo will delete all of your Content from the Services after termination. Once you cancel your account, your Content cannot be recovered.
- Orlo does not accept any responsibility for loss of Content due to account cancellation or termination.
- Orlo are permitted to terminate the Contract immediately without any liability whatsoever in the event of you
(a)committing a material breach of contract; or
(b)failing to pay any monies due and owing to us; or
(c)ceasing or threatening to cease a material part of your business; or
(d)entering into insolvency proceedings or scheme of arrangement or fail to pay any of your creditors when due in your relevant place of jurisdiction.
- The provisions regarding “Use and Restrictions”, “Payment Matters”, “Suspension, Cancellation and Termination”, “Ownership and Licenses”, “Disclaimer and Limitation of Liability” and “General” and any provisions which by their nature survive, shall survive the termination of these the Contract.
H – Ownership and Licenses
- Orlo retains all rights, title and interest of any and all nature whatsoever in the intellectual property rights (including but not limited to copyright, trade-mark, patent, trade secret and all other intellectual property rights) in the Services and Orlo’s Content. You acquire no rights whatsoever to all or any part of the Services except for the limited right to use the Services granted by these T&Cs. All rights not expressly granted to you are reserved by Orlo absolutely.
- You agree not to assert or attempt to assert any intellectual property rights in or over the Services and/or our Content. You further agree not to publish or reproduce any part of the Services and/or our Content.
- If you become aware of anyone infringing, about to infringe or attempting to infringe our intellectual property rights belonging to us then you shall inform us immediately and agree to abide by our reasonable instructions in relation to assisting us in protecting our intellectual property rights.
- We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to Orlo in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to Orlo through the Services, you grant Orlo a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to Orlo any and all other rights you grant to applicable Third Party Service Providers.
- By posting an orlo.uk link using the Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.
- By posting an orlo.uk link, you agree that Orlo may present the target site within a frame, and that the frame may contain advertising and tools related to the Services.
I – Disclaimer and Limitation of Liability
- This section I sets out the entire financial liability of the parties (including any liability for the acts or omissions of employees, agents and subcontractors) in respect of:
(a)any breach of the Contract however arising;
(b)any use made by you of the Service and/or the Content; and
(c)any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
- Nothing in these T&Cs shall limit or exclude the liability of either party for:
(a)death or personal injury resulting from negligence; or
(b)fraud or fraudulent misrepresentation; or
(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d)breach of section 2 of the Consumer Protection Act 1987.
- Without prejudice to clause I2, clause I10 and clause K17, neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise for any:
(a)loss of profit; or
(b)loss of goodwill; or
(c)loss of business; or
(d)loss of business opportunity; or
(e)loss of anticipated saving; or
(f)loss or corruption of data or information; or
(g)special, indirect or consequential damage suffered by a party that arises under or in connection with the Contract.
- Without prejudice to clause I2 and clause I10, Orlo’s total liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the amount having been paid by you to Orlo in the previous 12 months (or such lesser period) under the Contract in relation to the Services.
- Without prejudice to clause I2, clause I7, clause I10 and clause K17 your total liability arising under or in connection with this Contract, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to 100% of the total charges paid and due to be paid during the Initial Term or Additional Term in which the breach occurred (with no set off for amounts already paid or due to be paid under the Contract).
- Nothing in this clause I shall restrict or limit the general obligation at law to mitigate a loss a party may suffer or incur as a result of an event that may give rise to a claim.
- Nothing in this clause I shall restrict or limit your payment obligations under the Contract.
- Orlo shall not be liable to you or any third party in the event of any piece of social media (e.g. a tweet) not being released by us for any reason and you are solely responsible to ensure that any such social media has been properly released from time to time.
- For the avoidance of doubt, Orlo shall not be liable to you or to any third party for any change to the Services including reasonable price changes, suspension, restriction and/or discontinuance of the Services.
- Orlo disclaims all responsibility and all liability to you or to any third party (including without limitation, liability in negligence) for all expenses, losses, damages and costs you might incur as a result of your breach of clause K2.
- Neither party may benefit from the limitations and exclusions set out in this clause I in respect of any liability arising from its deliberate default.
J – Orlo Brand Ambassador Programme
- You acknowledge and agree that in signing the Contract you agree to participate in the Orlo Brand Ambassador Programme as outlined below:
- logo to be used on Orlo website and relevant collateral – slideware, thought leadership etc;
- announcement of service press release to be published on Orlo website, shared through social media and sold in to relevant industry and sector press – to be drafted by Orlo team with full approval from brand – release should feature quote from senior decision maker, brand side, explaining why they have chosen Orlo and the value they see in the relationship;
- enter at least one industry award in collaboration with Orlo per year; and
- act as a reference customer for Orlo prospects and industry analysts.
- Technical support is only provided to paying account holders and is available via live chat, telephone and email during office hours.
- When contacting our customer service team you acknowledge and agree that you shall only provide us with personal data of a data subject which you have instructed us to process under the terms and conditions of the Data Protection Addendum. You further acknowledge and agree that you shall not transmit any material (including personal data) which is in breach of data protection legislation or let us have any other information that you regard as confidential, commercially sensitive or valuable.
- You understand that Orlo uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
- You understand that the technical processing and transmission of the Services, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
- If your bandwidth usage exceeds 300 MB/month, or significantly exceeds the average bandwidth usage of other Orlo customers (as determined by Orlo in its sole discretion), Orlo reserves the right to immediately disable or impose restrictions upon your account until you reduce your bandwidth consumption.
- If either party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a force majeure event (i.e. an event beyond its reasonable control), it shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
- The failure of Orlo to exercise or enforce any right or provision of the T&Cs shall not constitute a waiver of such right or provision. A printed version of these T&Cs and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these T&Cs to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Subject to Orlo’s ability to amend these T&Cs, they cannot be changed.
- If any of the provisions contained in these T&Cs are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these T&Cs and such determination shall not affect the remaining provisions contained herein.
- You may not assign these T&Cs or any of your rights or obligations under the Contract. Subject to the foregoing, these T&Cs shall enure to the benefit of and be binding upon you and Orlo and our respective successors (including any successor by reason of amalgamation) and assigns.
- Any notice given to a party under or in connection with the Contract shall be in writing and shall be:(a)delivered by hand or pre-paid first-class post or other next working day business service at its registered office (if a company) or its principal place of business (in any other case); or
(b)(if notice is to be served by post outside the country from which it is sent) sent by registered airmail; or
(c)Sent by e-mail to:
(ii) You: as listed in the order form.
- Any notice shall be deemed to have been received:
(a)if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
(b)if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting or at the time recorded by the delivery service; or
(c)if sent by registered airmail, five days from the date of posting; or
(d)if sent by e-mail, at the time of transmission unless a delivery failure report is received.
- This section K does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- Our Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relation to its subject matter. You acknowledge and agree that in agreeing to purchase the Services and be bound by the Contract you have not relied on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
- A person who is not a party to the Contract shall not have any rights in or under or in connection with it.
- Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- You agree to adhere to our reasonable instructions from time to time in relation to the Services and you further agree to deal with us in good faith at all times in respect of any aspect of the Services including but not limited to these T&Cs.
- You agree to indemnify, and keep us indemnified from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with a breach of data protection, a breach of clause D3 and clause D4 and a breach of our intellectual property rights.
- The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of England and Wales. You irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes and claims).
- The laws of England and Wales apply to your access to or use of the Services, notwithstanding your domicile, residency or physical location. The Services are intended for use only in jurisdictions where they may lawfully be offered for use.
L – Interpretation provisions of these T&Cs
In these T&Cs, the following rules apply:
(a)words in the singular include the plural and vice versa;
(b)reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);
(c)reference to a party includes its personal representatives, successors or permitted assigns;
(d)an obligation to do something includes an obligation not to do something;
(e)these T&Cs are jointly and severally liable as amongst the obligors (someone who legally agrees to do something);
(f)reference to writing or written includes post and emails but not faxes;
M – License Obligations
If you are subscribing to an Advanced Monitoring Stream, please note that you will also need to acquire a Web End-User License (WEUL) from the Newspaper Licensing Agency (NLA). This license will have to be purchased by yourselves and obtained directly from the NLA. It is a legal requirement that provides the permission needed to receive and access copyrighted online content, such as the results provided by our Advanced Monitoring service (news alerts and links to online newspaper articles). Please visit the NLA’s website for more information.