Terms of Service & General Conditions

1. Introduction & Agreement to Terms

These Terms govern your access to and use of the website operated by Orosia Solutions ("Orosia," "we," "us," or "our"), as well as any consulting, development, artificial intelligence (AI) integration, and workflow automation services we provide (collectively, the "Services"). By accessing our website or engaging our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. B2B Consulting Services & Statements of Work

Orosia Solutions operates exclusively as a Business-to-Business (B2B) consultancy. The specific scope, deliverables, timelines, and fees for any custom automation or consulting project will be governed by a separate, mutually signed Master Services Agreement (MSA) and/or Statement of Work (SOW).

In the event of any conflict between these general website Terms and a fully executed MSA/SOW, the provisions of the MSA/SOW shall take precedence regarding that specific project.

3. Fees, Payment, and Suspension of Service

Invoicing & Payment Terms: Fees for consulting, development, and ongoing maintenance will be invoiced according to the terms specified in your SOW or MSA. Unless otherwise stated, invoices are due within 14 days of receipt.

Right to Suspend Automations:Because our systems often require active cloud computing, API requests, and hosting, Orosia Solutions reserves the right to immediately suspend, pause, or terminate any active automations, workflows, or servers if a client's account falls into arrears. Orosia Solutions is not liable for any loss of leads, data, or revenue during a period of suspension due to non-payment.

4. Account Access & Security

To build and maintain your systems, you may be required to grant us administrative or developer access to your third-party software accounts (e.g., your CRM, payment processor, or email provider).

• Client Responsibility: You are solely responsible for maintaining the confidentiality of your own passwords and account credentials.
• No Liability for Breaches: Orosia Solutions will take reasonable commercial steps to secure our access to your systems. However, we are not liable for any data breaches, unauthorized access, or malicious activity that occurs within your third-party accounts, whether caused by your employees, weak passwords, or vulnerabilities inherent to the third-party platform itself.

5. Third-Party Integrations & API Reliability

Our Services heavily rely on the integration, configuration, and continuous operation of third-party software, platforms, and Application Programming Interfaces (APIs) (e.g., Zapier, Make.com, HubSpot, Stripe, OpenAI, GoHighLevel, Microsoft 365, Google Workspace).

• No Guarantee of Uptime: We do not control these third-party platforms and cannot guarantee their uptime, reliability, or continued existence.
• API Changes & Deprecation: Third-party providers frequently update, change, or deprecate their APIs. If a workflow breaks due to a third-party API change, Orosia Solutions is not liable for any resulting data loss, missed leads, or revenue impact. Repairs necessitated by third-party changes may incur additional consulting fees unless covered by an active Maintenance SLA.
• Third-Party Costs: You are solely responsible for paying all subscription fees, API usage costs, and overage charges levied directly by these third-party software providers.

6. Artificial Intelligence (AI) Disclaimer

Where our Services include the implementation of Large Language Models (LLMs) or AI assistants (e.g., automated email drafting, SMS chatbots, data extraction):

• "Hallucinations" and Inaccuracies: AI systems are probabilistic and can generate unpredictable, inaccurate, or fabricated information ("hallucinations"). Orosia Solutions is not liable for any damages, reputational harm, or financial loss resulting from inaccurate outputs, offensive language, or incorrect promises made by an AI agent deployed on your behalf.
• Human-in-the-Loop: We strongly advise maintaining "human-in-the-loop" approval processes for critical business functions. You assume all risks associated with deploying fully autonomous AI agents to communicate with your clients.

7. Client Responsibilities & Lawful Use

You agree to use the automated systems and workflows built by Orosia Solutions strictly in accordance with all applicable local, national, and international laws, including but not limited to the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations (PECR).

Anti-Spam & Marketing Compliance: If we build an automated SMS, email, or calling system for you, you are solely responsible for ensuring you have the legal right and explicit consent to contact those individuals. Orosia Solutions accepts no liability for fines, penalties, or legal action taken against you for sending unsolicited communications (spam) using systems we architected.

8. Intellectual Property Rights

Orosia's Background IP:We retain all ownership rights, title, and interest in our pre-existing code snippets, proprietary workflow architectures, templates, methodologies, and frameworks ("Background IP"). We grant you a non-exclusive, perpetual, worldwide, royalty-free license to use this Background IP strictly as incorporated into your final deliverables.

Client Deliverables: Upon full receipt of payment as outlined in your SOW, you will own the specific workflows, automation logic, and configured instances built within your third-party accounts.

9. Disclaimer of Warranties

The services and deliverables are provided "as is" and "as available" without any warranties of any kind, whether express or implied. Orosia Solutions expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the automations will yield specific financial results, increase your revenue by a specific metric, or operate completely error-free without future maintenance.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Orosia Solutions, its founders, directors, employees, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or relating to the use of, or inability to use, the services.

Under no circumstances will Orosia Solutions be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorised access to your accounts or the information contained therein.

In no event shall our total cumulative liability exceed the total amounts paid by you to Orosia Solutions for the specific services giving rise to the claim in the twelve (12) months preceding the event giving rise to the liability.

11. Indemnification

You agree to defend, indemnify, and hold harmless Orosia Solutions and its employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to legal fees) arising from:

• Your violation of any term of these Terms or a signed MSA/SOW;
• Your violation of any third-party right, including without limitation any privacy, data protection, or intellectual property right;
• Any claim that your use of our automated systems caused damage to a third party (e.g., sending unlawful marketing communications or data breaches within your owned infrastructure).

12. Non-Solicitation

During the term of our engagement and for twelve (12) months thereafter, you agree not to directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Orosia Solutions without our prior written consent.

13. Force Majeure

Orosia Solutions shall not be liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond our reasonable control, including acts of God, strikes, pandemics, internet backbone outages, cloud infrastructure failures, or government action.

14. Termination

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

15. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law. You agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any legal matter arising from these Terms or the Services.