Standard enterprise contract terms for Oleus. Custom MSAs and redlines are available on request.
"Agreement" means this Master Subscription Agreement and any Order Forms or Statements of Work executed hereunder.
"Customer" means the legal entity that has executed an Order Form or accepted these terms.
"Oleus" means Slowdutch Studio Ltd, a company incorporated in England and Wales (company number to be confirmed), with registered address at 180 Strand, London, WC2R 1EA.
"Services" means the Oleus platform as described at oleus.io, including the dashboard, API, gateway, and SDKs.
"Customer Data" means any data, content, or information submitted by Customer or its Users to the Services.
"User" means an individual authorised by Customer to access the Services under Customer's account.
"Order Form" means a written or electronic document specifying the subscription tier, seat count, and fees.
Oleus will make the Services available to Customer during the subscription term in accordance with the applicable Order Form and this Agreement. Oleus will use commercially reasonable efforts to achieve at least 99.9% monthly uptime for the core API and dashboard, excluding scheduled maintenance and events outside Oleus's reasonable control.
Oleus may update the Services from time to time, provided that material reductions in functionality will be communicated to Customer with at least 30 days' notice.
Subject to the terms of this Agreement and timely payment of fees, Oleus grants Customer a non-exclusive, non-transferable, limited right to access and use the Services during the subscription term for Customer's internal business purposes.
Customer shall not: (a) sublicense, resell, or transfer access to the Services; (b) reverse engineer or attempt to extract source code; (c) use the Services to store or transmit infringing, defamatory, or unlawful material; (d) use the Services in a manner that materially degrades service for other customers.
Customer is responsible for all Users' use of the Services and for maintaining the security of credentials issued to its Users.
Fees are as specified in the Order Form. Oleus will invoice Customer in advance of each billing period. Invoices are due within 30 days of issue. Late payments accrue interest at 2% per month.
Oleus may increase fees at renewal with at least 60 days' prior written notice. If Customer does not agree to a fee increase, Customer may terminate the subscription at the end of the then-current term.
Fees are exclusive of taxes. Customer is responsible for all applicable taxes, excluding taxes on Oleus's income.
All fees paid are non-refundable except as expressly set out in this Agreement or required by applicable law.
As between the parties, Customer retains all right, title, and interest in Customer Data. Oleus processes Customer Data only as necessary to provide the Services and as described in the Privacy Policy.
Oleus acts as a data processor in respect of any personal data within Customer Data, and Customer acts as the data controller. The parties agree to comply with their respective obligations under applicable data protection law, including the UK GDPR and EU GDPR.
Oleus will maintain appropriate technical and organisational measures to protect Customer Data, as further described in the Security Overview. The Data Processing Addendum (available on request) governs the processing of personal data.
Upon termination, Oleus will delete Customer Data within 30 days, except where retention is required by law.
Oleus maintains an information security programme that includes, at a minimum: encryption of data at rest and in transit, access controls and least-privilege principles, vulnerability management and patch processes, and annual penetration testing by an independent third party.
In the event of a confirmed security breach affecting Customer Data, Oleus will notify Customer within 72 hours of becoming aware of the breach and cooperate reasonably with Customer's incident response.
Oleus retains all right, title, and interest in the Services, including all improvements, enhancements, and derivative works. Nothing in this Agreement transfers ownership of the Services to Customer.
Customer grants Oleus a limited licence to use Customer Data solely to provide the Services. Oleus may use aggregated, anonymised usage data to improve the Services, provided such data cannot reasonably be used to identify Customer or its Users.
Each party agrees to keep confidential the other party's non-public business, technical, and financial information disclosed in connection with this Agreement ("Confidential Information"), using at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care).
Confidential Information does not include information that: (a) is or becomes public through no breach of this Agreement; (b) was known to the receiving party before disclosure; (c) is independently developed without reference to the disclosing party's information; or (d) must be disclosed by law, provided the receiving party gives prompt notice where permitted.
Each party warrants that it has the authority to enter into this Agreement and that doing so does not violate any applicable law or agreement.
Oleus warrants that the Services will perform materially in accordance with the documentation under normal use. Customer's exclusive remedy for a breach of this warranty is re-performance or, if Oleus cannot cure the breach, a pro-rata refund of pre-paid fees for the affected period.
Except as expressly stated, the Services are provided "as is." Oleus disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
Neither party will be liable to the other for any indirect, incidental, consequential, special, or exemplary damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
Oleus's total aggregate liability arising out of or related to this Agreement will not exceed the fees paid by Customer to Oleus in the twelve months preceding the event giving rise to the claim.
Nothing in this Agreement limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded by applicable law.
This Agreement commences on the effective date stated in the Order Form and continues for the initial term specified therein, unless earlier terminated. Subscriptions renew automatically for successive periods equal to the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
Either party may terminate this Agreement immediately on written notice if the other party: (a) materially breaches the Agreement and fails to cure within 30 days of notice; or (b) becomes insolvent or subject to insolvency proceedings.
On termination: (a) all licences granted hereunder terminate; (b) Customer must cease use of the Services; (c) each party must return or destroy the other's Confidential Information on request; and (d) Oleus will delete Customer Data within 30 days.
Sections 7, 8, 9, 10, and 12 survive termination.
Governing law. This Agreement is governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Entire agreement. This Agreement, together with any Order Forms, constitutes the entire agreement between the parties and supersedes all prior proposals, negotiations, and representations.
Amendments. Oleus may update these terms from time to time. Material changes will be notified to Customer at least 30 days in advance. Continued use of the Services after the effective date of a change constitutes acceptance.
Waiver. Failure to enforce any provision of this Agreement is not a waiver of the right to enforce it in the future.
Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable; the remaining provisions continue in full force.
Notices. Notices must be in writing and sent to the addresses specified in the Order Form, or for Oleus to: legal@oleus.io / 180 Strand, London, WC2R 1EA.
Assignment. Neither party may assign this Agreement without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets.
Force majeure. Neither party is liable for delays or failures caused by events outside its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
We're happy to review your standard vendor agreement or provide a Word version of this MSA for negotiation. Typical turnaround is 5 business days.