Terms and Conditions

These terms and conditions, together with any documents referred to herein (the “Terms”) apply between Oro Consulting Ltd (registered number: 16400635), a company whose registered address is at Badgers Mount, Foxbury Lane, Emsworth, England, PO10 8RL (“Oro Intel”) and yourself (the “Customer”) in respect of the provision by Oro Intel of the Services (as defined below) to the Customer.

1. Overview

1.1. Oro Intel operates the website https://www.oro-intel.com (the “Website”) and web-based application at https://app.oro-intel.com. A Customer may offer to purchase specific Services by contacting william@oro-intel.com. Oro Intel shall confirm and accept such an offer by: (a) mutual execution of an Order Form via physical or electronic signature, or (b) confirmation of purchase and payment via online checkout by the Customer, both of which act as the terms of the contract (the “Agreement”).

1.2. Oro Intel has developed certain web-based services (the “Services”) which include, without limitation: (a) data and software services providing procurement intelligence for the UK public sector; (b) the Website, user interface and documentation as well as any modifications, enhancements, updates, additions and related material; (c) data derived from publicly available government sources which is made available via the Website (the “Data”); (d) the ability for the Customer to download, export or view reports, documents and data available from the Website; and (e) email alerts, signal notifications and digest reports.

1.3. By purchasing or using the Services, you acknowledge and agree to be bound by the Agreement. If you do not agree to the Agreement you must not use or access the Services.

2. Licence and Use

2.1. Oro Intel hereby grants to the Customer, for the duration of any period as set in the Agreement (the “Subscription Term”), a limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Services for internal business use only, subject to the Agreement. All rights not expressly granted to the Customer under the Agreement are reserved by Oro Intel.

2.2. The Customer's account is solely for their own use and login details must not be shared, disclosed or used by (a) any individual other than the named user or (b) any party outside of their organisation. The sharing or disclosure of login details will be deemed by Oro Intel to constitute a material breach of this Agreement. The number of user licences shall be as determined by the Agreement, and sharing of these licences with additional members within the Customer's organisation without written consent will also be deemed a material breach.

2.3. The Customer shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Services.

2.4. The Customer shall not: (i) reproduce, sell, assign, license, disclose or otherwise transfer or make available the Services in any form to any third party without express written consent; (ii) remove or alter any proprietary notices or marks on the Services; or (iii) copy, modify, disassemble, decompile, reverse engineer, frame, mirror or otherwise translate the Services or any portion thereof except to the extent expressly permitted by applicable law.

2.5. The Customer shall not use information obtained through the Services to build a database for resale or for access by a third party in competition with Oro Intel.

2.6. Oro Intel reserves the right to make modifications to the design, operational methods, specifications, systems, and other functions of the Services at any time.

2.7. The Customer shall have sole responsibility for and hereby warrants the accuracy, quality, integrity, legality, and appropriateness of all data uploaded to or entered into the Services by the Customer or on its behalf (the “User Content”) and Oro Intel shall have no liability for such User Content.

2.8. All intellectual property rights in the User Content will remain vested in the Customer (or its relevant licensors). The Customer hereby grants to Oro Intel a perpetual, royalty-free, non-exclusive, non-transferable licence to use, store, modify and copy the User Content in order to perform the Agreement and, in anonymised form, to generate statistics.

3. Data Sources

3.1. The Data made available through the Services is derived in whole or in part from publicly available sources, including but not limited to UK local authority websites, council committee and cabinet papers, and statutory tender publication portals such as Find a Tender and Contracts Finder.

3.2. Much of this underlying source data is published by public authorities under the Open Government Licence v3.0 or equivalent open data terms. The Customer acknowledges that while the underlying source documents are publicly available, the Services provide value through the collection, processing, structuring and presentation of that data.

4. Representations and Warranties

4.1. The Customer represents and warrants that: (i) it possesses the legal right and ability to enter into the Agreement; (ii) it is entering into this Agreement for business purposes only; (iii) it will at all times supply truthful and accurate information to Oro Intel; and (iv) neither the performance of its obligations under this Agreement nor the use of the Services will violate any applicable laws or cause a breach of any agreements it has with any third parties.

4.2. In the event of breach of any of the foregoing warranties, Oro Intel has the right, on prior written notice, to suspend or terminate the Agreement and/or the Customer's use of the Services.

4.3. The Customer agrees that it will use the Services only for lawful purposes and in accordance with the Agreement. Each party warrants that it will comply with all applicable laws including, without limitation, the Data Protection Act 2018 and UK GDPR.

4.4. The Customer shall not: (i) attempt to circumvent any security measures or technical limitations of the Services; (ii) use the Services in a way which harms the interests of Oro Intel, the Website or other customers; (iii) forge headers or otherwise manipulate identifiers to disguise the origin of data transmitted through the Website; (iv) adversely affect Oro Intel's name, reputation or goodwill; and/or (v) without express permission from Oro Intel, use manual or automated means to access, crawl, scrape, copy or duplicate any content on the Website.

5. Maintenance and Support

5.1. Oro Intel shall use reasonable efforts to ensure that maintenance which may require interruption of access shall not be performed during Normal Business Hours (9.00 am to 6.00 pm UK time, Monday to Friday, excluding public holidays), provided that Oro Intel may interrupt access at any time to perform essential emergency maintenance.

5.2. Should the Customer identify a defect, the Customer may report it by contacting william@oro-intel.com. Oro Intel shall use all reasonable endeavours to avoid unscheduled downtime.

5.3. The Customer shall have sole responsibility for providing support in connection with equipment, tools and processes operated by the Customer, including those used to access the Services or connect them to the Customer's own systems.

6. Nature of Services and Warranty Disclaimer

6.1. The content accessed through the Services is provided for general information only and is not intended to be used as the sole basis for any business decision. It does not amount to advice on which the Customer should rely.

6.2. To the maximum extent permitted by law, Oro Intel disclaims all warranties and representations with respect to the Services, whether express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, accuracy or completeness of results, or that the Services will be available, uninterrupted or error-free. The Services are provided on an “as is” basis and the entire risk as to quality and performance shall be borne by the Customer.

6.3. Oro Intel does not control the flow of information across the internet and disclaims any liability resulting from third-party internet service interruptions.

6.4. Oro Intel will make reasonable efforts to ensure content is up to date and accurate. However, because the Data is derived from multiple publicly available sources, Oro Intel does not warrant the completeness, accuracy or reliability of any content accessed through the Services. If the Customer becomes aware of inaccurate content, the Customer should inform Oro Intel at william@oro-intel.com and Oro Intel will use reasonable endeavours to investigate and, where appropriate, correct it.

7. Payments and Invoicing

7.1. The Customer shall pay for use of the Services in accordance with the fees set out in the Order Form or online checkout confirmation (the “Fees”). Fees are exclusive of VAT and all applicable taxes, which the Customer shall pay in addition.

8. Confidentiality

8.1. Neither party shall, even after expiration of the Agreement, use or disclose to any third party any Confidential Information received from the other party. “Confidential Information” means any information, technical, commercial or otherwise, except information which is publicly known, independently developed, rightfully received from a third party, or required to be disclosed by law or governmental authority.

8.2. Login credentials and any other security information provided as part of the Services must be treated as confidential and must not be disclosed to any third party.

9. Limits on Liability

9.1. Both parties shall hold harmless and indemnify one another from and against any liability, costs, expenses, losses, damages, interest and penalties arising from: (i) its use of the Services; or (ii) its breach of the Agreement.

9.2. In no event shall either party's aggregate liability under the Agreement exceed the value corresponding to three months' Fees paid or payable. In no event shall either party be liable for any indirect, special, incidental or consequential damage, including loss of profits, revenue, business interruption, anticipated savings, goodwill, opportunity or reputation, whether based in contract, tort, breach of statutory duty or otherwise, even if foreseeable.

9.3. Nothing in the Agreement excludes or limits liability for: (i) death or personal injury caused by negligence; (ii) fraud; or (iii) any liability which cannot be excluded under applicable law.

10. Termination

10.1. If (a) any payment owed by the Customer is declined, rejected or reversed during the Subscription Term; and/or (b) the Customer breaches any term of the Agreement, Oro Intel may immediately suspend or terminate the Customer's use of the Services without liability or refund.

10.2. Either party may terminate the Agreement with immediate effect by written notice if: (i) the other party commits a material breach which is not capable of remedy; or (ii) the other party commits a material breach which is not remedied within thirty (30) days after notice.

10.3. The Agreement initially runs for the period stated in the Agreement from the start of the term and, unless otherwise stipulated, is automatically extended by the same length (each a “contract period”), unless terminated with a notice period of 45 (forty-five) days before the end of the respective contract period.

10.4. Termination shall not affect any rights, obligations or liabilities which have accrued before termination or which are expressly stated to continue beyond termination.

10.5. Upon termination, the Customer's access to the Services will cease.

10.6. The right to terminate for good cause without notice remains unaffected. Good cause includes gross violation of obligations under these Terms, insolvency proceedings being opened against a party, or a party becoming unable to pay its debts.

10.7. Each termination notice must be issued in writing.

11. General

11.1. The Agreement represents the entire agreement between the parties and supersedes all prior agreements, communications, representations or warranties, whether oral or written.

11.2. Oro Intel reserves the right to modify the Terms or to change, suspend or discontinue the Services at any time. Oro Intel shall use reasonable efforts to give notice of material modifications via the Website. In the event of a material modification, the Customer may terminate the Agreement within 10 days of notice. Continued use after that period constitutes acceptance.

11.3. Neither party shall be responsible for failure to perform due to causes beyond its reasonable control, including acts of God, war, riots, embargoes, fires, floods, earthquakes, accidents, labour conflicts, or failure of communications services.

11.4. Neither party may assign or transfer the Agreement without the prior written consent of the other party, save that Oro Intel may subcontract obligations to a sub-contractor, remaining responsible for the sub-contractor's acts and omissions.

11.5. If any provision is held invalid or unenforceable, it shall be construed as nearly as possible to reflect its intended purpose and remaining provisions shall not be affected.

11.6. Nothing in the Agreement creates rights for third parties pursuant to the Contracts (Rights of Third Parties) Act 1999.

11.7. Nothing in the Agreement creates a partnership, joint venture, or agency relationship between the parties.

11.8. Failure to exercise a right shall not prevent a party from exercising it subsequently.

11.9. A waiver of any breach shall only be effective if made in writing and shall not constitute a waiver of any subsequent breach.

11.10. The Agreement shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

11.11. In the Agreement: (i) statutory references include modifications and re-enactments; (ii) the singular includes the plural and vice versa; (iii) headings are for reference only; and (iv) “including” means “including without limitation”.

Oro Consulting Ltd
Company number: 16400635
Registered office: Badgers Mount, Foxbury Lane, Emsworth, England, PO10 8RL
Contact: william@oro-intel.com