The terms governing your use of the Orca software and the managed service that surrounds it
This Client Licence Agreement ("Agreement") governs your use of the Orca desktop application software and the managed configuration service provided by OMG Center Limited ("OMG Center", "we", "us").
By activating your Orca licence, you agree to be bound by these terms. If you do not agree to these terms, you may not use the Orca software.
This Agreement should be read alongside the other legal documents published at simmance.ai/legal, including the Data Protection Policy and Service Level Agreement.
In this Agreement, the following terms have the meanings set out below:
OMG Center grants you a non-exclusive, non-transferable, revocable licence to install and use Orca on the Device specified at activation, subject to the terms of this Agreement.
The Licence is per-seat. Each Seat permits use by a single individual on a single Device. Device binding is enforced via machine fingerprinting at the point of licence activation.
This Licence does not grant you any rights to the Orca source code, underlying technology, or intellectual property beyond what is expressly stated in this Agreement.
Your licence fee covers the following:
Third-party service subscriptions required for Orca to operate (including Microsoft 365 or Google Workspace, a transcription service, Supabase, and an Anthropic API key) are not included and must be maintained separately by you.
The Licence is subject to an annual fee, payable in advance of each term. The fee is agreed at the point of engagement and confirmed in writing.
Payment is accepted via Open Banking through TrustisteCommerce, or via an alternative method agreed in writing with OMG Center.
Licence fees are non-refundable once paid, except where required by applicable law. If you terminate the Licence before the end of a term, no pro-rata refund is due.
Multi-seat pricing is available. Contact chris@omgcenter.org for details.
The initial Licence term is 12 months from the date of activation. The Licence will automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 30 days before the renewal date.
OMG Center will send a renewal reminder no later than 45 days before the renewal date. If the renewal fee is not paid within 7 days of the renewal date, the Licence may be suspended in accordance with section 12.
As a condition of the Licence, you agree to:
All data processed by your Orca instance belongs to you. OMG Center claims no ownership or rights over your operational data.
Your Orca instance operates entirely within systems you own and control. Emails, calendar data, meeting transcripts, contact records, AI-generated drafts, and any other operational data processed by Orca are stored in your own infrastructure, including your Microsoft 365 or Google Workspace tenancy and your own Supabase database.
OMG Center has no access to this data. OMG Center does not receive, store, or process your operational data at any point. The Licence and configuration service does not involve OMG Center acting as a data processor for your business data.
This architecture is described in detail in the Data Map and Data Processing Agreement.
The Orca software, including all source code, design, documentation, Configuration templates, and associated intellectual property, is and remains the sole property of OMG Center Limited.
Your Licence grants you the right to use Orca as described in this Agreement. It does not transfer any ownership of, or proprietary rights in, the software to you.
Any feedback, suggestions, or ideas you provide regarding Orca may be used by OMG Center to improve the software without any obligation to you.
Each party agrees to keep confidential any proprietary or sensitive information received from the other party in connection with this Agreement, and to use it only for the purposes of the service relationship.
This includes, but is not limited to, your business operations, internal processes, and commercial arrangements on your side, and OMG Center's technical methods, configuration approaches, and software architecture on ours.
Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.
OMG Center provides Orca on an "as is" basis to the maximum extent permitted by applicable law. We do not warrant that Orca will be error-free, uninterrupted, or suitable for any particular purpose beyond those described in this Agreement.
OMG Center is not liable for:
OMG Center's total aggregate liability to you under or in connection with this Agreement is limited to the licence fees paid by you in the 12 months immediately preceding the event giving rise to the claim.
Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
If licence fees remain unpaid more than 7 days after the due date, OMG Center may suspend the Licence. You will be notified before suspension. The Licence will be reinstated promptly upon receipt of payment.
Either party may terminate this Agreement by giving 30 days written notice to the other party. Termination does not entitle you to a refund of fees already paid.
OMG Center may terminate this Agreement immediately by written notice if you materially breach any term of this Agreement and, where the breach is capable of remedy, you fail to remedy it within 14 days of being notified.
On termination for any reason:
This Agreement is governed by and construed in accordance with the laws of England and Wales.
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive or other equitable relief in any competent jurisdiction.
OMG Center may update these terms from time to time. Where changes are material, you will be notified by email at least 30 days before the changes take effect.
Continued use of Orca after the notice period constitutes acceptance of the revised terms. If you do not accept the revised terms, you may terminate the Licence in accordance with section 12 before they take effect.
The current version of this Agreement is always available at simmance.ai/legal/client-licence-agreement.
All correspondence regarding this Agreement should be directed to:
OMG Center Limited
Company No. 14169551
chris@omgcenter.org