Terms of Service
1. Who we are
OpSemble is operated by Opsemble Ltd, a company registered in England and Wales (company number 17387116) with its registered office at 27 Garratt Way, Thorne, Doncaster, DN8 5EW ("OpSemble", "we", "us"). Contact: sales@opsemble.co.uk.
2. The agreement
These Terms govern access to and use of the OpSemble platform, apps and related services (the "Service") by the business that subscribes (the "Customer") and each individual the Customer authorises to use it (each a "User"). The Service is offered to businesses only, not to consumers. By creating an account, accepting an invitation, or using the Service, you agree to these Terms on behalf of the Customer and confirm you have authority to do so.
3. The Service
OpSemble provides modular business-management software (including CRM, Projects, HR, Invoicing, Inventory, Comms, Health & Safety, Training and Quality modules) as a hosted subscription service. The modules available to the Customer are those enabled on its subscription. We may improve or modify features, provided the core functionality the Customer pays for is not materially reduced during a paid term.
4. Accounts and acceptable use
- The Customer is responsible for its Users, for keeping credentials confidential, and for all activity under its accounts.
- The Service must not be used to break the law, infringe others' rights, send spam, upload malicious code, or attempt to access other tenants' data.
- We may suspend accounts that present a security risk or materially breach these Terms, giving notice where reasonably possible.
5. Fees and payment
Fees, billing frequency and payment method are set out in the Customer's order or the pricing page at the time of subscription. Fees are exclusive of VAT. Subscriptions are billed monthly in advance unless the order states otherwise; invoiced amounts are payable within 14 days. Late payment may result in suspension of access after notice. Price changes take effect at the next renewal with at least 30 days' notice.
6. AI features
The Service includes optional AI-assisted features which process Customer Data through third-party AI providers (see the Data Processing Agreement subprocessor list). AI outputs are generated automatically and may contain errors; the Customer is responsible for reviewing AI outputs before relying on them. Tenant administrators can disable AI features for their company in the admin settings. Customer Data submitted to AI features is not used to train third-party foundation models.
7. Customer Data
- The Customer owns its data. We claim no rights over Customer Data beyond what is needed to provide the Service.
- Where Customer Data includes personal data, the Data Processing Agreement forms part of these Terms; we act as processor and the Customer as controller.
- The Customer can export its data via the Service's export features at any time. Following termination we will keep an export of Customer Data available for 30 days, then delete Customer Data from live systems within 90 days of termination.
8. Availability and support
We aim to keep the Service available continuously but do not guarantee uninterrupted operation. Planned maintenance will be scheduled outside UK business hours where practicable. Support is provided by email at support@opsemble.co.uk during UK business hours (Monday to Friday, 9am–5pm), with responses targeted within 1 business day.
9. Intellectual property
We (and our licensors) own the Service and all related intellectual property. The Customer receives a non-exclusive, non-transferable right to use the Service for its internal business purposes during the subscription term.
10. Warranties and liability
- The Service is provided with reasonable skill and care. Except as stated, the Service is provided "as is" and all other warranties are excluded to the fullest extent permitted by law.
- Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.
- Subject to the above, neither party is liable for indirect or consequential loss, loss of profits, or loss of data (where the Customer has failed to maintain exports), and each party's total aggregate liability in any 12-month period is capped at the fees paid by the Customer in that period. [SOLICITOR: review cap]
- The Service supports the Customer's compliance processes (e.g. health & safety records, VAT returns) but does not constitute legal, regulatory or professional advice, and the Customer remains solely responsible for its own regulatory compliance.
11. Term, suspension and termination
The subscription runs monthly (or for the period stated in the order) and renews automatically each billing period; the Customer may cancel at any time, with cancellation taking effect at the end of the current billing period. Either party may terminate for material breach not remedied within 30 days of written notice. On termination, access ends and data is handled per clause 7.
12. Changes to these Terms
We may update these Terms by giving at least 30 days' notice (in-app or by email). Continued use after the effective date constitutes acceptance. The version each User accepted, and when, is recorded.
13. General
These Terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction. Neither party may assign the agreement without consent (not to be unreasonably withheld), except to an affiliate or purchaser of substantially all assets. If any clause is unenforceable, the rest stand.