Terms of Service

These terms are between Optymyse Ltd and the person or organisation using our website or buying services from us. They are written for business use.

Optymyse Ltd is a private limited company registered in England and Wales under company number 16052256. Our registered office is Thursby House, 1 Thursby Road, Bromborough, Wirral, United Kingdom, CH62 3PW.

1. When these terms apply

These terms govern:

• your use of optymyse.com, which we call the Website; and
• any Optymyse software, hosted service, support or professional service, which we call the Services, where an order form, quotation, statement of work or other written agreement, which we call an Order, incorporates these terms.

If you use the Services for an organisation, you confirm that you have authority to bind it. In these terms, Customer means that organisation and you includes the Customer and its authorised users.

Product pages on the Website are general descriptions, not binding offers or service levels. A product or feature described as planned, preview, beta or in development is not part of a purchased Service unless the Order expressly says otherwise.

Servicefront and Optymyse Audio have their own websites. Any separate terms shown when you obtain those products or services will apply to them.

2. Orders and priority

An Order sets out the Services being supplied, fees, commercial model, licensing metric, usage limits, subscription term, billing frequency, deployment model, support level and any special conditions.

Each Order will state the applicable licensing metric and arrangements for purchasing additional capacity. Inspire is generally licensed according to the number of sessions active concurrently. Other Services may use different metrics appropriate to the product.

The Customer may request additional sessions, users, devices, storage or other capacity. Additional capacity is subject to the applicable Service’s technical limits, availability and pricing, and takes effect only when confirmed in an Order.

If documents conflict, the following order of priority applies:

1. any data processing agreement, for the processing of personal data only;
2. the Order;
3. these terms; and
4. product documentation.

A purchase order issued by the Customer is for administrative convenience only. Its terms do not amend our agreement unless Optymyse expressly agrees to them in writing.

3. Website use

You may use the Website for lawful purposes and to learn about or contact Optymyse. You must not misuse it, attempt unauthorised access, interfere with its operation, introduce malicious code, scrape it in a way that harms the Website, or use its content in breach of intellectual property rights.

We may change, suspend or withdraw any part of the Website without notice. We aim to keep published information accurate, but Website content is provided for general information and should not be relied on as professional advice or as a binding description of a Service.

The Website may link to third-party websites. Links are provided for convenience and do not mean that Optymyse controls or endorses the linked website, its content or its privacy practices.

4. Right to use the Services

Subject to payment of the applicable fees and compliance with the agreement, Optymyse grants the Customer a limited, non-exclusive, non-transferable right during the agreed term to allow its authorised users to access and use the Services for the Customer’s internal business purposes.

The Customer may allow an affiliate to use the Services only if the Order permits it. The Customer remains responsible for the affiliate’s and all authorised users’ compliance with the agreement.

Any software supplied for installation may be used only in the environment, quantity and manner stated in the Order. All rights not expressly granted are reserved.

Each Order will state whether the Service is hosted by Optymyse, deployed within the Customer’s environment, or provided using a combination of both. For an on-premise deployment, the Customer is responsible for maintaining the infrastructure, network, operating environment, security of that environment and backups required by the applicable documentation, except for responsibilities expressly accepted by Optymyse in the Order.

For an on-premise deployment, the Customer may make reasonable backup copies of the deployed software and configuration solely for disaster recovery. Those copies must not be used to operate additional unlicensed instances or exceed applicable usage limits.

5. Accounts and access

The Customer is responsible for:

• keeping account credentials confidential and using appropriate access controls;
• ensuring that authorised user and device limits are observed;
• promptly removing access that is no longer required;
• maintaining compatible networks, devices, browsers and internet connectivity; and
• notifying Optymyse promptly of suspected unauthorised access.

The Customer is responsible for activity carried out through its accounts unless that activity results directly from Optymyse’s breach of the agreement.

The Customer will provide appropriate administrative, technical and billing contacts and keep their details up to date. Optymyse may rely on instructions from those contacts where it is reasonable to believe they are authorised to act for the Customer.

Optymyse may collect and monitor service-usage information as reasonably necessary to operate, secure and support the Services, enforce agreed usage limits and calculate usage-based charges. Any personal data will be handled in accordance with the applicable data processing terms and Privacy Policy. Optymyse is not required to monitor the content of Customer Data for accuracy or legal compliance.

6. Acceptable use

You must not, and must not help anyone else to:

• use the Services unlawfully, fraudulently or to infringe another person’s rights;
• upload malicious code or material that is unlawful, harmful, abusive or deceptive;
• gain or attempt to gain unauthorised access to the Services, another customer’s data or related systems;
• disrupt, overload, probe or bypass the security of the Services;
• copy, modify, reverse engineer, decompile or disassemble the Services except to the limited extent that applicable law does not allow that restriction;
• resell, sublicense or make the Services available to a third party except as the Order permits;
• remove ownership or attribution notices; or
• use the Services to develop or benchmark a competing product without our written permission.

Reasonable, good-faith security research must be reported privately to Optymyse and must not put customers, data or service availability at risk.

7. Customer Data

Customer Data means data, records, text, images, media and other content supplied by or on behalf of the Customer, imported from the Customer’s systems, or created through use of the Services as the Customer’s business records. The Customer retains its rights in Customer Data.

Customer Data does not include the Services or any Optymyse software, source code, database structures, data models, standard templates, visual components, configuration formats, system logic, calculations, connectors, mappings, telemetry, system metadata or other Optymyse materials. Where Customer Data is incorporated into a display, dashboard, report or configuration, each party retains ownership of its respective material.

The Customer gives Optymyse and its service providers permission to host, copy, transmit, display and otherwise process Customer Data only as needed to provide, secure, support and improve the Services, comply with the agreement and law, and act on the Customer’s documented instructions.

The Customer is responsible for the accuracy, quality and legality of Customer Data and warrants that it has all rights, permissions and lawful bases required for Optymyse to process Customer Data and follow the Customer’s instructions. The Customer must not submit data that the Order or documentation says is unsupported or prohibited.

The Customer must use the Services lawfully and must not use them in a way that infringes another person’s rights or causes Optymyse to breach applicable law. The Customer is responsible for complying with third-party terms that apply to systems, content or services it chooses to connect to or use with the Services.

Optymyse may create aggregated or anonymised information that does not identify the Customer or any person and may use it to operate, secure and improve its products and business.

8. Privacy and data protection

Each party will comply with the data protection laws that apply to it.

Where Optymyse processes personal data on the Customer’s behalf, the parties will put appropriate data processing terms in place before that processing begins. Those terms will address processing instructions, confidentiality, security, subprocessors, assistance with rights and incidents, international transfers, and return or deletion of personal data.

Where the Customer is the controller, the Customer is responsible for deciding whether notifications to regulators or affected individuals are required. Optymyse will provide reasonable information and assistance. Responsibility for notification costs will be determined by the applicable data processing terms and which party caused the incident.

Our Privacy Policy explains how Optymyse handles personal information as a controller, including information collected through the Website.

9. Security

Optymyse will maintain technical and organisational measures appropriate to the nature of the Services and the risks to Customer Data. These may include access controls, encryption in transit, monitoring, vulnerability management, backup or recovery arrangements and incident response, as appropriate to the deployment model and Order.

No service can be guaranteed completely secure. The Customer is responsible for configuring available security controls appropriately and for its own systems, users, networks and copies of exported data.

For hosted Services, Optymyse will maintain logical separation and access controls designed to prevent one customer from accessing another customer’s Customer Data. This does not require separate physical servers, databases or files.

If Optymyse becomes aware of unauthorised access to Customer Data that requires notification under applicable law or the agreed data processing terms, it will notify the Customer without undue delay and take reasonable steps to contain and remediate the incident.

10. Service providers and integrations

Optymyse may use hosting providers, subprocessors and other suppliers to deliver and support the Services. Optymyse remains responsible for its obligations under the agreement, subject to its terms. Details relevant to personal data will be made available through the applicable data processing terms or subprocessor information.

The Services may interoperate with third-party products selected or enabled by the Customer. The Customer authorises the exchange of data needed for that integration. Third-party products are governed by their own terms and privacy notices, and Optymyse is not responsible for a product it does not provide or control.

We may change a provider or integration where reasonably necessary to maintain, secure or improve a Service. We will give notice where the agreement or data protection law requires it.

11. Availability, maintenance and changes

Optymyse will use reasonable skill and care to provide the Services materially in accordance with the Order and applicable documentation.

Availability commitments, support hours, response targets, recovery objectives, implementation responsibilities and service credits apply only where they are stated in the Order or a separate service level agreement.

Backup and recovery arrangements, where included, will be described in the Order or applicable service description. Unless expressly included, the Customer remains responsible for maintaining any independent copies or exports it requires.

For hosted Services, Optymyse will maintain business continuity and recovery arrangements appropriate to the nature of the Service. Any specific redundancy, recovery-time or recovery-point commitments will apply only where stated in the Order or service level agreement.

We may perform maintenance and make changes needed for security, legal compliance, compatibility, performance or product improvement. We will use reasonable efforts to avoid material disruption and to give advance notice of planned changes that materially reduce purchased core functionality.

We do not promise that the Services will be uninterrupted, error-free or compatible with every third-party system. Internet, utility and provider failures outside our reasonable control may affect availability.

Optymyse may discontinue a paid Service by giving at least 90 days’ notice where reasonably practicable. Unless the Order states otherwise, the Customer may continue using the Service until the end of its current paid subscription term. If Optymyse discontinues the Service before that date, it will refund prepaid fees attributable to the unused period. A shorter notice period may apply where discontinuation is required by law, necessary to address a material security risk, or caused by circumstances outside Optymyse’s reasonable control.

12. Fees, invoices and taxes

The Customer will pay the fees, in the currency and by the dates set out in the Order. Unless the Order says otherwise, fees are exclusive of VAT and any similar taxes, which the Customer must pay where applicable.

Payments may be collected through Stripe or GoCardless. If the Customer uses a checkout, payment method or mandate provided by either provider, its applicable terms and privacy notice also apply. The Customer authorises Optymyse and the relevant provider to process the payment and related information. Optymyse does not store full card or bank credentials.

If an undisputed amount is overdue, Optymyse may charge lawful interest and reasonable recovery costs. We may suspend the affected Services after giving reasonable notice if payment remains overdue.

Unless an Order expressly states otherwise, fees payable on renewal may be increased once in any 12-month period by the January Consumer Prices Index rate published by the Office for National Statistics, treating a negative rate as zero, plus 3.9%. An Order may disapply, delay, cap or replace this increase for the Services and Customer covered by that Order.

Optymyse will give reasonable notice before a renewal price increase takes effect.

Except where the Order or law says otherwise, fees are non-refundable. If an Order is terminated because of Optymyse’s uncured material breach, we will refund prepaid fees for the terminated period after the effective termination date.

13. Trials, previews and beta features

If Optymyse provides a trial, preview or beta feature, its duration, permitted scope, support and usage limits will be communicated with it. It is for evaluation unless we agree otherwise.

Trials, previews and beta features may be changed or withdrawn at any time and are provided as available, without a service level commitment. They should not be used for critical workloads or sensitive production data unless the Order expressly permits it.

14. Support and professional services

Optymyse will provide the access credentials, software and standard documentation reasonably required to use the purchased Services. Any installation, configuration, integration, migration or implementation work will be described in the Order or an agreed statement of work.

Installation, configuration, training, consultancy and other professional services may be provided under an Order or statement of work. That document will state the scope, fees, charging basis, expenses and payment arrangements. Optymyse will not materially exceed an agreed estimate or perform chargeable work outside the agreed scope without the Customer’s prior approval.

The Customer will provide timely access to relevant people, systems, information and decisions. Optymyse is not responsible for delay caused by missing or inaccurate Customer inputs.

15. Intellectual property

Optymyse and its licensors own the Website, Services, software, designs forming part of them, documentation and all related intellectual property rights. No ownership transfers to the Customer under these terms.

The Customer may copy documentation only as reasonably needed for its permitted internal use of the Services.

If the Customer provides suggestions, ideas or feedback about the Services, Optymyse may use them without restriction or payment, provided this does not grant Optymyse ownership of the Customer’s Confidential Information, Customer Data or intellectual property.

Nothing in the agreement prevents either party from using general skills, experience, ideas and know-how retained in the unaided memory of its personnel, provided it does not disclose or use the other party’s Confidential Information, Customer Data or intellectual property in breach of the agreement.

The Optymyse name, product names, logos, branding and domain names are owned by or licensed to Optymyse. No right to use them is granted except as expressly permitted in writing. Nothing in these terms permits either party to use the other party’s name, logo or trademarks in publicity without prior written permission.

16. Confidentiality

Confidential Information means information disclosed by or on behalf of a party that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes Customer Data, security information, non-public product information, pricing and the contents of an Order. Information does not lose protection merely because it was disclosed verbally or was not expressly marked as confidential.

The receiving party will:

• use Confidential Information only to perform or receive the Services and exercise rights under the agreement;
• protect it with at least reasonable care; and
• disclose it only to personnel, professional advisers and service providers who need it and are bound to protect it.

These duties do not apply to information that the receiving party can show was already lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is developed independently.

A party may disclose Confidential Information where law or a competent authority requires it. Where legally permitted, it will give advance notice and reasonable assistance so the other party can seek protection.

17. Suspension

Optymyse may suspend access to all or part of a Service where reasonably necessary to:

• respond to a security risk or suspected unlawful use;
• prevent material harm to the Service, Optymyse, the Customer or another person;
• comply with law or a binding authority request; or
• address overdue undisputed fees after notice.

Where practicable, we will tell the Customer why, limit the suspension to what is necessary and restore access promptly when the issue is resolved.

18. Term and termination

An Order starts on its effective date and continues for the term, or until completion of the work, stated in it.

The initial subscription term and billing frequency will be stated in the Order. Unless the Order states otherwise, monthly subscriptions renew for successive one-month terms and annual subscriptions renew for successive 12-month terms. Where the Customer prepays for a discounted multi-year term, that period is the initial committed term.

Unless the Order states otherwise, a subscription renews for successive 12-month terms after the end of a discounted multi-year term.

The Customer may give notice of non-renewal at any time. That notice will take effect at the end of the current paid term, and the Service will continue until then. Fees already paid are non-refundable except where the agreement expressly states otherwise. An Order may provide different renewal or cancellation arrangements.

Either party may terminate an Order by written notice if the other party materially breaches the agreement and does not remedy the breach within 30 days after receiving a notice that describes it. A party may terminate immediately where the breach cannot be remedied, or where the other party becomes insolvent, enters administration or liquidation, or ceases business, subject to applicable insolvency law.

Termination does not affect rights and amounts accrued before termination. Provisions intended by their nature to continue, including payment, confidentiality, intellectual property, data protection, warranty exclusions and liability limits, will survive.

19. Ending a Service and Customer Data

The Customer is responsible for using the available export features to retrieve Customer Data before the Service ends and for maintaining any independent copies it requires.

If requested within 30 days after the Service ends, Optymyse will make available one export without an additional charge, using an existing standard export facility or standard machine-readable format selected by Optymyse. Optymyse is not required to create new export functionality, reconstruct unavailable data, or provide a copy of the application, database, editable displays, layouts, templates, configurations or other Optymyse materials.

Manual retrieval, restoration from backups, repeated exports, bespoke formats, transformation, migration and other assistance may be charged under an Order or statement of work and may require payment in advance.

Where Optymyse processes personal data on the Customer’s behalf, return and deletion will also be governed by the applicable data processing terms. Optymyse will then delete or anonymise Customer Data in accordance with those terms and its retention processes, except where law requires retention. Residual backup copies may remain protected and beyond use until overwritten in the ordinary cycle.

When an Order or subscription covering on-premise software ends, the Customer must immediately stop using that software unless it remains entitled to use it under another Order or an existing licence agreement. Within 30 days, the Customer must uninstall and delete the software, licence keys and Optymyse documentation from its systems and, on reasonable request, confirm that it has done so.

Copies contained in routine backups may remain until overwritten through the Customer’s normal retention process, provided they are not restored or used. This requirement does not apply to Customer Data, permitted data exports or records that must be retained by law.

20. Warranties and disclaimers

Each party warrants that it has authority to enter into the agreement. Optymyse warrants that it has the authority and rights required to provide the Services described in the applicable Order and will comply with laws applicable to its provision of the Services.

Optymyse warrants that paid Services will be provided with reasonable skill and care and will materially conform to the applicable documentation. If the Customer reports a material non-conformity with enough information for us to investigate, we will use reasonable efforts to correct it. If we cannot do so within a reasonable time, either party may terminate the affected Service and Optymyse will refund prepaid fees for the unused terminated period.

Except as expressly stated in the agreement and to the fullest extent permitted by law, all other warranties, conditions and terms are excluded, including implied terms as to satisfactory quality, fitness for a particular purpose and non-infringement. The Customer is responsible for deciding whether a Service is suitable for its requirements and for verifying outputs before relying on them.

21. Intellectual property claims

Optymyse will defend the Customer against a third-party claim that the Customer’s authorised use of an unmodified paid Service infringes a United Kingdom copyright, trademark, database right or design right, and will pay damages finally awarded or a settlement approved by Optymyse. This commitment does not cover patent infringement or trade-secret misappropriation.

This commitment applies only if the Customer promptly gives written notice, reasonable assistance and control of the defence and settlement to Optymyse. It does not apply to a claim caused by Customer Data, third-party products, unauthorised use, a Customer modification, or use in combination with something Optymyse did not supply where the claim would otherwise have been avoided.

Optymyse may obtain the right to continue use, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused terminated period. This section states the Customer’s exclusive contractual remedy for such an infringement claim.

The Customer will defend Optymyse against a third-party claim arising from Customer Data or the Customer’s unlawful use of the Services, subject to equivalent notice, assistance and control requirements.

22. Liability

Nothing in the agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of a liability that cannot lawfully be limited, or the Customer’s obligation to pay fees properly due.

Subject to that, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business opportunity. Optymyse is not liable for loss caused by Customer Data, Customer systems, an unauthorised modification, a third-party product selected by the Customer, or a failure to follow documentation or reasonable instructions.

Subject to the first paragraph of this section, neither party will be liable for loss or corruption of data except for the reasonable direct costs of restoring that data from the latest available backup where the loss or corruption was caused by that party’s breach.

For this section, Annualised Fees means the subscription fees attributable to 12 months of the affected Service at the rates stated in the Order, regardless of whether they are billed monthly, annually or as part of a multi-year prepayment, plus any non-recurring fees paid or payable for affected professional services.

Subject to the first paragraph of this section, each party’s total aggregate liability arising out of an Order will not exceed the greater of £1,000 or the Annualised Fees. For liability arising solely from the Website or a free Service that is not governed by an Order, the general cap is £1,000. However, the total aggregate liability for a party’s breach of confidentiality or its contractual data protection obligations, and for Optymyse’s obligations under section 21, will not exceed twice the applicable general cap.

The exclusions and caps apply whether liability arises in contract, tort, negligence, breach of statutory duty or otherwise, and apply in aggregate to all claims and connected events under the affected Order. Nothing in these terms limits liability to a regulator or data subject where that liability cannot lawfully be limited by contract.

23. Events outside reasonable control

Neither party is liable for delay or failure caused by an event outside its reasonable control, except that this does not excuse the Customer from paying amounts already due. The affected party will take reasonable steps to reduce the impact and resume performance.

If an event materially prevents an affected Service from being provided for more than 60 consecutive days, either party may terminate that Service on written notice. Optymyse will refund prepaid fees attributable to the unused period after termination.

24. Notices

Contract notices must be in writing and sent to the contact and address stated in the Order, or to a replacement address notified in writing. Notices to Optymyse may be sent to hello@optymyse.com and our registered office.

An email notice is treated as received on the next business day after sending unless the sender receives a delivery failure. This section does not apply to service of court proceedings.

25. Assignment and subcontracting

The Customer may not assign the agreement without Optymyse’s prior written consent, not to be unreasonably withheld. Either party may assign the agreement as part of a genuine reorganisation, merger or sale of substantially all of the relevant business, provided the assignee can perform the obligations and is not a direct competitor of the other party.

Optymyse may subcontract performance but remains responsible for its contractual obligations.

26. General

The agreement is the entire agreement about its subject matter and replaces earlier proposals, statements and understandings about that subject matter. Neither party relies on a statement not set out in the agreement, but this does not limit liability for fraud.

Changes to an Order or the service terms applying to it must be agreed in writing, except for operational or product changes permitted by these terms. We may update the Website terms and these published terms for future Orders. We will not retrospectively change an existing Order merely by publishing a new version.

If a provision is invalid or unenforceable, it will be modified only as much as needed to make it effective, or removed if that is not possible. The rest of the agreement remains in force.

A delay or failure to enforce a right is not a waiver. Rights and remedies are cumulative.

No person other than the parties has a right to enforce the agreement under the Contracts (Rights of Third Parties) Act 1999.

The parties will first try in good faith to resolve a dispute through representatives with authority to settle it. If it is not resolved within 30 days after written notice of the dispute, either party may bring proceedings in the courts of England and Wales. Nothing prevents either party from seeking urgent interim or injunctive relief where necessary.

The agreement and any non-contractual dispute arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

27. Contact

Questions about these terms can be sent to hello@optymyse.com, 020 3951 2481, or Optymyse Ltd, Thursby House, 1 Thursby Road, Bromborough, Wirral, United Kingdom, CH62 3PW.