1. Who we are and when these terms apply
These terms and conditions (the "Terms") are between OrNsoft Corporation, a Florida corporation, 10800 Biscayne Blvd, Suite 988, Miami, FL 33161 ("OrNsoft", "we", "us") and the organization that orders or uses our services (the "Customer", "you"). They apply to our engineering services (including forward-deployed engineering and platform builds), our products (including Ceertia, Orlead and Kantum AI), licenses of AdminCore, our proprietary technology, and the hosting, run and support services we provide (together, the "Services").
Our Services are offered to businesses and public bodies only, not to consumers. The person who accepts these Terms for an organization confirms they have the authority to bind it.
If you have signed an agreement with us, such as a master services agreement, a statement of work, an order form or a proposal accepted in writing (each an "Order"), the Order prevails over these Terms where they differ. A data processing agreement signed with us prevails over these Terms on the processing of personal data.
2. Definitions
- "Customer Data" means all data, documents, content, prompts and files that you or your users submit to the Services or that the Services process on your behalf, and the outputs generated from them for you.
- "Deliverables" means the work product we create specifically for you under an Order, as described in that Order.
- "OrNsoft Materials" means our products, AdminCore, our software, tools, models, prompts, templates, methods, know-how and documentation, whether they exist before an Order or are developed independently of it, and any general improvements to them.
3. The Services
We provide the Services described in each Order, with the scope, acceptance criteria, schedule and named senior lead stated in it. Changes to scope are agreed in writing as a change request. You provide the access, information, decisions and people the Order requires, on time. Delays caused by missing inputs move the schedule accordingly.
Where the Services include AI features, you decide which actions may run automatically and which require approval by your people. AI outputs can be wrong. You remain responsible for reviewing outputs and for the decisions you make with them, within the approval rules you set.
4. Fees and payment
- Fees, payment schedule and currency are set in the Order. Unless the Order says otherwise, invoices are due within 7 days of the invoice date.
- Licenses and subscriptions are invoiced in advance for each annual or monthly period, as stated in the Order.
- Fees exclude taxes, which you pay except taxes on our income. Where a reverse-charge mechanism applies, the invoice states it.
- Late payment: for customers in the United States, unpaid amounts bear interest at 1% per month or the maximum rate allowed by law, whichever is lower. For customers established in France, late payment penalties equal the European Central Bank refinancing rate plus 10 percentage points, and a fixed recovery indemnity of 40 euros is due, as required by the French Commercial Code.
- If an undisputed invoice remains unpaid 15 days after a written reminder, we may suspend the Services until payment. We do not delete Customer Data because of a suspension.
5. Customer Data and AI
You own your Customer Data. You grant us a limited, non-exclusive license to host, copy, process and display Customer Data only as needed to provide, secure and support the Services for you, and as required by law.
We do not use Customer Data to train, retrain or fine-tune any AI model, except on your written instruction or where the terms of a product you use describe a training feature that you choose to use. We use third-party AI models under our agreements with their providers; the list is available on request. You choose the AI models used in your Services where the Services offer that choice.
We may use technical and usage information that does not contain Customer Data (for example uptime, volumes and error rates) to operate and improve the Services.
Where we process personal data on your behalf, we act as your processor, under your instructions and under our data processing agreement, which is available on request at [email protected]. For European clients, shared and dedicated environments are hosted in the EU. Some support, administration, backup and AI processing may take place in the United States or with providers outside the EU, under the safeguards described in section 5 of our Privacy Policy. EU-only processing can be agreed per project.
You are responsible for having the rights and legal bases needed to submit Customer Data to the Services.
6. Security
We maintain an information security management system certified to ISO/IEC 27001:2022 (certificate II-24051001) and a quality management system certified to ISO 9001:2015 (certificate IQ-24051002). Our controls include encryption in transit, logical separation of each client's data, role-based access and, in the products that provide them, logs of the actions taken by automated agents and approval steps for sensitive automated actions. We will notify you without undue delay after becoming aware of a security incident affecting your Customer Data.
You are responsible for your own systems, networks and devices, for the accounts and credentials of your users, and for the security settings you control. No system is free of risk. Security commitments beyond this section are set in the Order or in our data processing agreement.
7. Intellectual property
- OrNsoft Materials remain ours. Nothing in these Terms transfers them to you.
- Custom builds: once the fees for them are paid in full, you own the Deliverables built specifically for you under an Order, including your custom code, modules and data, unless the Order says otherwise. Any OrNsoft Materials included in a Deliverable remain ours, and we grant you a non-exclusive, perpetual license to use them as part of that Deliverable for your internal business.
- AdminCore option: where an Order includes AdminCore, you receive a right to use AdminCore for the deployments stated in the Order, under an annual license, for as long as the license is paid. AdminCore is closed, proprietary technology: its source code is not delivered, and only OrNsoft develops and maintains it. The license is not transferable and may not be resold. If the license ends, you receive your data and your files in a standard export format. Features built on AdminCore do not run without it, and a move to another platform is quoted separately.
- Products: Ceertia, Orlead, Kantum AI and our other products are provided as a service or under license for the term of the Order. No source code is provided.
- You may not copy, modify, reverse engineer or resell OrNsoft Materials, or use them to build a competing product, except as the law expressly allows.
- If you send us suggestions about the Services, we may use them without obligation, as long as we do not disclose your Confidential Information.
8. Confidentiality
Each party keeps the other's non-public information confidential, uses it only to perform or receive the Services, and shares it only with its staff and contractors who need it and are bound by similar duties. This duty lasts for the term of the Order and 5 years after, and for trade secrets as long as they remain secret. It does not cover information that is public, already known, independently developed or lawfully received from a third party, or disclosure required by law after notice to the other party where allowed.
9. Acceptable use
You will not use the Services to break the law, to infringe the rights of others, to send unsolicited communications without the consents the law requires, to process data you have no right to process, to attack or probe our systems or anyone else's, or to circumvent usage limits or security controls. We may suspend access that creates a security risk or an unlawful situation, with notice where possible.
10. Warranties
We perform the Services in a professional and workmanlike manner, in line with the Order and with generally accepted industry practice. If a Deliverable does not meet the acceptance criteria of its Order, we will correct it at no extra charge; if we cannot, you may terminate the affected part and recover the fees paid for it. Except as stated in these Terms or in an Order, and to the extent the law allows, the Services are provided without other warranties, express or implied.
11. Indemnities
We will defend you against third-party claims that OrNsoft Materials, as we provide them, infringe that third party's intellectual property rights, and pay the resulting damages and costs awarded or agreed in settlement. This does not apply to claims caused by Customer Data, by modifications or combinations not made by us, or by use outside the Order. You will defend us against third-party claims arising from Customer Data or from your use of the Services in breach of these Terms. The defended party must give prompt notice, control of the defense to the other party and reasonable cooperation.
12. Limitation of liability
Neither party is liable for indirect or consequential damages, loss of profit, revenue or business opportunity, even if advised of their possibility. Each party's total liability arising from an Order is limited to the fees paid and payable under that Order in the 12 months before the event giving rise to the claim. These limits do not apply to your payment obligations, to breach of confidentiality, to the indemnities in section 11, to gross negligence or willful misconduct, or where the law does not allow them.
13. Term, termination and exit
- Each Order runs for the term stated in it. Licenses and subscriptions renew for the same period unless either party gives notice of non-renewal at least 30 days before the end of the current period.
- Either party may terminate an Order if the other materially breaches it and does not cure the breach within 30 days of written notice.
- On termination, you pay for Services performed and fees due up to the termination date.
- Exit: on request made within 30 days after termination, we return your Customer Data in a standard export format. We then delete Customer Data from our active systems within 30 days. Copies held in backups are protected, are not restored into active systems, and are deleted under our backup retention schedule, unless the law requires us to keep them.
14. Publicity
We do not use your name or logo in our marketing without your prior written consent.
15. Governing law and disputes
For customers established in the United States or anywhere other than France, these Terms are governed by the laws of the State of Florida, and the state and federal courts located in Miami-Dade County, Florida have exclusive jurisdiction. For customers established in France, these Terms are governed by French law, and the commercial courts of Paris have exclusive jurisdiction. An Order may set a different rule. Before going to court, the parties will try to resolve the dispute in good faith for 30 days.
16. Changes to these Terms
We may update these Terms. The version published on this page on the date of an Order, or of its renewal, applies to that Order. Changes never apply retroactively to an Order already in force without your written agreement.
17. General
Neither party is liable for delays caused by events beyond its reasonable control. You may not assign an Order without our written consent, except to a successor of your whole business. Each party complies with the export control and sanctions laws that apply to it. If a provision is found unenforceable, the rest remains in force. These Terms and the Orders are the entire agreement on their subject and replace earlier versions of these Terms. Notices are sent in writing to the addresses in the Order, and for OrNsoft also to [email protected].
18. Contact
OrNsoft Corporation, 10800 Biscayne Blvd, Suite 988, Miami, FL 33161, United States. [email protected]