Not legal advice. This page is a templated baseline aligned with Laws of Delaware, USA. It does not constitute independent legal advice and has not been reviewed by counsel for your specific circumstances. For questions or to request the executed PDF version, email legal@orisinvoice.com.
1. Acceptance of terms
These Terms of Service govern your access to and use of Oris Invoice in United States. By creating an account, you agree to these Terms, our Privacy Policy, and any product-specific addenda. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation.
2. The service
Oris Invoice is a multi-tenant cloud invoicing and tax-compliance platform. We grant you a non-exclusive, non-transferable, revocable licence to use the service in accordance with these Terms and your subscription plan. We reserve the right to update features, modify the user interface, and improve the service at our discretion.
3. Subscription, fees, and taxes
Subscription fees are billed in USD (or in your local currency where supported) per the published tier on our pricing page. Taxes (e.g. GST, VAT, sales tax) are added in accordance with the law of your jurisdiction. Fees are non-refundable except where required by law or under our 30-day money-back guarantee on initial paid subscriptions.
4. Acceptable use
You will not (a) reverse-engineer, decompile, or attempt to derive the source code of the service; (b) use the service to send unsolicited communications, infringe intellectual property, or transmit malicious code; (c) attempt to circumvent rate limits, security controls, or access permissions; (d) use the service to evade tax or commit fraud. We may suspend or terminate accounts in violation.
5. Customer data
You retain all rights to data you upload to the service ("Customer Data"). You grant us a limited licence to process Customer Data solely as needed to provide the service, prevent abuse, and meet our legal obligations. You are responsible for the lawfulness of Customer Data and for obtaining required consents from third parties (e.g. your customers and vendors).
6. Tax accuracy and compliance
Oris Invoice computes taxes based on the rules and rates we maintain. We work hard to keep these current. However you remain responsible for the accuracy of your invoices, tax returns, and submissions to tax authorities. Oris is a tool, not a tax advisor — consult a qualified professional for material decisions.
7. Service levels and availability
We target 99.9% monthly uptime for the API and Dashboard, excluding planned maintenance announced at least 48 hours in advance. Live status is at status.orisinvoice.com. Service-credit policies for paid plans are described in your subscription invoice or order form.
8. Suspension and termination
Either party may terminate for material breach with 30 days' written notice if the breach is not cured. We may suspend without notice for security incidents, suspected fraud, or non-payment after 14 days past due. On termination you may export your data for 30 days, after which we delete it (subject to statutory retention overrides).
9. Limitation of liability
To the maximum extent permitted by law, our aggregate liability for any claim arising out of or relating to the service is limited to the fees you paid in the 12 months preceding the claim. Neither party is liable for indirect, special, consequential, or punitive damages. Nothing in these Terms limits liability for fraud, gross negligence, or wilful misconduct.
10. Binding arbitration and class-action waiver (DRAFT — US lawyer review required)
YOU AND ORIS AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE (a "Dispute") WILL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Arbitration provider: JAMS, under its Streamlined Arbitration Rules and Procedures (or, at the parties' joint election, AAA under its Commercial Arbitration Rules). The arbitration will take place in Wilmington, Delaware unless both parties agree to a different forum or to remote arbitration.
Federal Arbitration Act: this arbitration agreement is governed by the FAA (9 U.S.C. § 1 et seq.), which preempts inconsistent state law on the enforceability of arbitration. Disputes about the enforceability of this clause will be decided by the arbitrator, except that disputes about the class-action waiver will be decided by a court.
Class-action waiver: NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. THE ARBITRATOR HAS NO AUTHORITY TO HEAR OR ARBITRATE CLASS CLAIMS. If this class-action waiver is found unenforceable, then this entire arbitration clause will be null and void as to such claims, and the parties will revert to the courts of Delaware (governing-law clause below).
Carve-outs: notwithstanding the foregoing, either party may (a) bring an individual claim in small-claims court (for amounts within the court's jurisdictional limit), (b) seek equitable or injunctive relief in any court of competent jurisdiction to protect intellectual property rights, and (c) participate in any proceeding the FAA itself does not allow to be arbitrated.
30-day opt-out: you may opt out of this arbitration agreement by sending written notice to legal@orisinvoice.com within 30 days of first accepting these Terms. The notice must state your name, the email associated with your account, and a clear statement that you decline arbitration. Opting out does not affect any other provision of these Terms.
11. Governing law and disputes (where arbitration does not apply)
For any dispute not subject to arbitration above, these Terms are governed by the laws of Delaware, USA, without regard to conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, except that we may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights.
12. Updates to these Terms
We may update these Terms from time to time. Material changes are notified by email and posted on this page at least 30 days before they take effect. Continued use of the service after the effective date constitutes acceptance.
13. Contact
Legal queries: legal@orisinvoice.com. Billing: billing@orisinvoice.com. Support: support@orisinvoice.com.