Client Licence Agreement

1. Overview

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.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Orca" means the Orca desktop application software, including all updates, releases, and associated configuration developed by OMG Center.
• "Licence" means the right to use Orca granted to you under the terms of this Agreement.
• "Licensor" means OMG Center Limited, a company registered in England and Wales (Company No. 14169551).
• "Licensee" or "You" means the individual or organisation that has entered into this Agreement with OMG Center.
• "Seat" means one individual user licence, permitting use of Orca by a single named person on a specified device.
• "Device" means the specific computer on which Orca is installed and to which the Licence is bound.
• "Configuration" means the customisation of Orca's settings, prompts, integrations, and workflows carried out by OMG Center for your business.

3. Licence grant

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.

4. What is included

Your licence fee covers the following:

• Installation of the Orca desktop application on your specified Device
• Configuration of Orca for your business, including an initial discovery call and setup process (typically completed within one week of engagement)
• Ongoing software updates for the duration of the active Licence term
• Configuration adjustments as your business needs change, within reasonable scope
• Technical support as set out in the Service Level Agreement
• Licence management via Keygen, including activation and transfer requests
• Claude (Anthropic) AI usage, through a Claude workspace key that OMG Center provides and pays for, within a fair-use ceiling. You do not need an Anthropic account or key of your own.
• A dedicated Orca cloud project for your organisation (its own Supabase project, not shared with any other client), which OMG Center sets up and runs as part of the service
• Meeting transcription through Orca Meet

You remain responsible for your own Microsoft 365 or Google Workspace subscription, which Orca connects to on your behalf. If your usage consistently exceeds the fair-use ceiling, we will contact you to agree a way forward before any change is made.

5. Licence fees

The Licence fee is £250 per Seat per month, billed monthly in advance by invoice. Where you hold 6 or more Seats, the fee is £200 per Seat per month. Pricing for 25 or more Seats is agreed with you in writing.

A one-off setup fee of £500 applies at the start of the engagement. For new clients, the setup fee and the first month's Licence fee may be taken together as a single payment of £399.

Invoices are payable by bank transfer, or by another method agreed in writing with OMG Center.

Fees for a monthly billing period are non-refundable once that period has started, except where required by applicable law.

Questions about pricing can be sent to chris@simmance.ai.

6. Term and cancellation

The Licence runs on a rolling monthly basis from the date of activation. There is no minimum term and no annual commitment, and the Licence does not renew for any fixed period.

Either party may end the Licence at any time by written notice to the other, and email is sufficient. Cancellation takes effect at the end of the monthly billing period in which notice is given, and nothing further is billed after that date.

If a monthly invoice is not paid within 7 days of its due date, the Licence may be suspended in accordance with section 12.

7. Your obligations

As a condition of the Licence, you agree to:

• Maintain a valid subscription to Microsoft 365 or Google Workspace, as appropriate for your configuration
• Keep your Device and operating system reasonably up to date to ensure compatibility with Orca
• Not attempt to reverse-engineer, decompile, disassemble, or otherwise derive source code from the Orca application
• Not modify, adapt, translate, or create derivative works of the Orca software
• Not share your licence key or permit use of Orca by any person other than the named Seat holder
• Not use Orca for any purpose that is unlawful or prohibited by applicable law or regulation
• Notify OMG Center promptly if you become aware of any unauthorised use of your Licence

8. Data ownership

Emails, calendar data, meeting transcripts, contact records, AI-generated drafts, and any other operational data processed by Orca are held in your Microsoft 365 or Google Workspace tenancy and in your dedicated Orca project, which OMG Center sets up and runs on your behalf as part of the service. Your Orca project is used only for your organisation.

OMG Center accesses this data only to provide, support and maintain the service, and only on your instructions. In doing so, OMG Center acts as a data processor on your behalf under the Data Processing Agreement. Your data is never used for any other purpose.

This architecture is described in detail in the Data Map and Data Processing Agreement.

9. Intellectual property

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.

10. Confidentiality

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.

11. Limitation of liability

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:

• Outages or degradation of third-party services (Microsoft 365, Google Workspace, Supabase, Anthropic, or any transcription provider)
• Loss of or damage to data held in your Microsoft 365 or Google Workspace tenancy, or in other systems you control
• Decisions made by you or your staff based on AI-generated content produced by Orca
• Indirect, consequential, incidental, or special losses, including loss of revenue or profit

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.

12. Suspension and termination

Suspension for non-payment

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.

Termination by either party

Either party may terminate this Agreement by written notice to the other party, taking effect at the end of the current monthly billing period, as set out in section 6. Termination does not entitle you to a refund of fees already paid.

Termination for breach

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.

Effect of termination

On termination for any reason:

• Your Licence is deactivated and access to the application ceases
• Data in your Microsoft 365 or Google Workspace tenancy remains under your own accounts and is unaffected
• OMG Center will, at your choice, export your Orca project data to you and then delete the project, or delete it without export, within 30 days, subject only to short-lived backups that expire on their own cycle
• OMG Center will delete any commercial records relating to you in accordance with the Data Protection Policy
• Sections 8, 9, 10, 11, and 13 survive termination

13. Governing law

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.

14. Changes to these terms

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.

15. Contact

All correspondence regarding this Agreement should be directed to:

OMG Center Limited
Company No. 14169551
chris@simmance.ai