Terms of Service

1. Provider and scope

These Terms of Service (the "Terms") are entered into between [LEGAL ENTITY NAME], trading as Elorenis, with registered office at [REGISTERED OFFICE] and VAT / company registration number [NUMBER] ("Elorenis", "we", "us"), and the business entity that purchases, activates or uses the Elorenis service ("Customer"). These Terms apply to the Elorenis website, software platform, connected services, integrations, support and related functionality, unless a separate signed agreement expressly governs the same subject matter.

2. Business-to-business service

Elorenis is offered for business and professional use. By accepting these Terms on behalf of an organization, the person accepting them represents that they have authority to bind that organization. The service is not intended to be purchased for personal or household purposes as a consumer service.

3. Contract documents and order of precedence

The agreement between Elorenis and the Customer may consist of these Terms, an Order Form, proposal, subscription confirmation, Data Processing Agreement, service-specific terms and any other document expressly incorporated by reference. If there is a conflict, a signed Order Form or individually negotiated agreement prevails over these Terms for the conflicting subject matter; the Data Processing Agreement prevails for personal-data processing matters.

4. Accounts and authorized users

The Customer may permit its employees, contractors and other authorized personnel to use the service within the purchased scope. The Customer is responsible for ensuring that Authorized Users comply with these Terms and for activities performed through its accounts, except to the extent caused by Elorenis. Account credentials must not be shared outside the permitted user model. The Customer must promptly notify Elorenis of suspected unauthorized access or compromise.

5. Access rights and license

Subject to payment of applicable fees and compliance with the agreement, Elorenis grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the service for the Customer's internal business operations and for providing authorized services to its own clients. No ownership of Elorenis software, source code, models, documentation, trademarks or other intellectual property is transferred to the Customer.

6. Customer agency and authority over client assets

Where the Customer is an agency or service provider, it is solely responsible for ensuring that it has valid authority from each client to connect, access and operate the client's advertising, lead-generation, CRM, commerce or other business assets through Elorenis. Elorenis may rely on the permissions and authorizations technically presented by the Customer but does not independently verify the Customer's underlying commercial mandate from each end client.

7. Customer data and ownership

As between the parties, the Customer retains all rights it has in data, content, files, business information, campaign information, lead information and other material submitted to, synchronized with or generated from Customer-controlled systems ("Customer Data"). The Customer grants Elorenis a limited right to host, process, transmit, transform and otherwise use Customer Data only as necessary to provide, secure, maintain and improve the contracted service, comply with law and exercise rights under the agreement.

8. Customer responsibilities for data

The Customer is responsible for the legality, accuracy and quality of Customer Data and for obtaining all notices, consents, permissions and other legal bases required to collect, upload, connect or otherwise make that data available to Elorenis. The Customer must not instruct Elorenis to process data in a manner that violates applicable law, third-party rights or binding platform rules.

9. Privacy and data processing

Elorenis processes personal data in accordance with its Privacy Policy and, where Elorenis acts as processor on behalf of the Customer, the applicable Data Processing Agreement. The Customer remains responsible for determining its own role, lawful basis, transparency obligations and instructions as controller or other responsible party for Customer-controlled processing.

10. Integrations and third-party services

The service may interoperate with third-party products and APIs, including advertising platforms, CRM systems, lead-generation services, commerce systems, identity providers and AI providers. Use of those services may be subject to separate third-party terms. Elorenis does not control third-party services and is not responsible for their independent acts, outages, policy changes, API restrictions, feature removals or discontinuation. Elorenis may modify or discontinue an integration if required by security, law or a third-party provider.

11. Meta services and Platform Data

Where the Customer connects Meta assets, the Customer must comply with all applicable Meta terms, developer policies, platform terms and permissions. The Customer may connect only assets it is authorized to access. Elorenis may process Meta Platform Data only within the scope of the permissions granted and for the functions described in the service and Privacy Policy. The Customer must not use Elorenis to circumvent Meta permissions, access restrictions, rate limits or other technical or contractual controls.

12. Google and other connected platforms

Where the Customer connects Google or another third-party platform, the Customer authorizes Elorenis to access and process only the data and permissions exposed through the authorized connection and necessary for the requested functionality. Continued availability of each integration depends on the third party's APIs, policies and commercial terms.

13. Artificial intelligence features

Certain Elorenis features may use artificial intelligence or machine-learning systems to analyze context, generate content, summarize information, identify patterns or prepare recommendations and operational actions. AI-generated outputs may be incomplete, inaccurate or unsuitable for a particular purpose and must be evaluated in context. Unless a feature expressly states otherwise, the Customer remains responsible for reviewing and approving material business decisions and for the use of AI-generated output.

14. Automated and governed execution

Some features may permit actions to be prepared, scheduled or executed through connected systems according to Customer-configured permissions, approval rules and autonomy settings. The Customer is responsible for choosing appropriate authorization levels, reviewing high-impact actions where required and maintaining suitable internal controls. Elorenis will not be liable for an action that was validly authorized through the Customer's configured controls except to the extent directly caused by a defect or breach attributable to Elorenis.

15. Acceptable use

The Customer and Authorized Users must use Elorenis lawfully and in accordance with the agreement.

• Do not access or attempt to access data, accounts, assets or systems without authorization.
• Do not upload malware, exploit vulnerabilities, interfere with service integrity or attempt to bypass security controls.
• Do not reverse engineer, decompile or attempt to derive source code except to the limited extent such restriction is prohibited by applicable law.
• Do not resell, sublicense or provide the service as a standalone product to third parties unless expressly authorized in writing.
• Do not use the service to infringe intellectual-property, privacy, confidentiality or other third-party rights.
• Do not use the service to violate advertising-platform rules, anti-spam rules, sanctions, export controls or other applicable law.
• Do not conduct load testing, scraping or automated access that materially degrades the service without prior written authorization.

16. Security obligations

Each party is responsible for the security controls within its own environment and control. The Customer must protect account credentials, maintain appropriate endpoint and access security and remove access promptly when a user no longer requires it. Elorenis may enforce authentication, access-control, rate-limit or other security measures and may block activity reasonably believed to threaten the service, other customers or connected providers.

17. Confidentiality

Each party may receive non-public business, technical, commercial or security information of the other party. The receiving party will use such Confidential Information only for the purposes of the agreement, protect it using reasonable care and disclose it only to personnel and providers who need to know it and are bound by appropriate confidentiality obligations. Confidential Information does not include information that is lawfully public, independently developed without use of the other party's Confidential Information or lawfully obtained from a third party without confidentiality duty.

18. Intellectual property

Elorenis and its licensors retain all rights in the service, software, architecture, documentation, designs, trademarks, methodologies, models, workflows and technology, including improvements and derivative works that do not consist of Customer Data. Except for the limited access rights expressly granted, no rights are transferred by implication, estoppel or otherwise.

19. Feedback

If the Customer or an Authorized User voluntarily provides suggestions, ideas or feedback about Elorenis, Elorenis may use that feedback without restriction or payment, provided that doing so does not identify the Customer or disclose Customer Confidential Information unless separately authorized.

20. Service changes and maintenance

Elorenis may update, improve, replace or modify features over time. We may perform planned or emergency maintenance and may temporarily restrict access when reasonably necessary for security, reliability, legal compliance or infrastructure work. We will seek to avoid materially reducing the core functionality purchased by the Customer during a paid term without reasonable cause or an appropriate contractual remedy.

21. Beta, preview and experimental features

Features identified as beta, preview, experimental, early access or similar may be incomplete, change without notice, have limited support and be withdrawn. Such features are provided for evaluation and should not be relied upon for critical operations unless expressly agreed otherwise.

22. Support

Support scope, response targets, onboarding services and any service-level commitments are those stated in the applicable Order Form, support policy or separately signed agreement. In the absence of an express written service-level commitment, no specific uptime or response-time guarantee is created by these Terms.

23. Fees, billing and taxes

The Customer will pay the fees set out in the applicable Order Form, subscription confirmation or commercial agreement. Unless expressly stated otherwise, fees exclude applicable taxes, duties and similar governmental charges, which are the Customer's responsibility other than taxes based on Elorenis's net income. Payment terms, billing frequency, usage-based charges, AI credits or other commercial mechanics apply only as stated in the relevant commercial document.

24. Subscription term and renewal

The initial term, renewal mechanism and notice period are those specified in the applicable Order Form or subscription confirmation. Where automatic renewal is agreed, the subscription renews in accordance with those stated terms unless either party gives the required notice. These Terms do not create an automatic-renewal mechanism where none has been agreed commercially.

25. Suspension

Elorenis may suspend access to all or part of the service where reasonably necessary to address a material security threat, suspected unlawful activity, serious breach of these Terms, non-payment after applicable notice, infringement of third-party platform rules or a legal requirement. Where practicable, Elorenis will provide notice and an opportunity to cure before suspension, except where immediate action is reasonably necessary.

26. Termination

Either party may terminate the agreement for material breach if the breach is not cured within the cure period specified in the applicable commercial agreement or, if none is specified, within a reasonable period after written notice. Either party may terminate immediately where the other party becomes insolvent or where continued performance would be unlawful. Any termination for convenience is available only where expressly provided in the applicable Order Form or subscription terms.

27. Effect of termination and data return

Upon termination or expiry, the Customer's right to access the service ends. Subject to the applicable agreement and technical feasibility, Elorenis will provide any agreed export or retrieval period for Customer Data and will thereafter delete or return processor-held personal data in accordance with the Data Processing Agreement, except where retention is required by law or data remains temporarily in protected backup cycles. Outstanding payment obligations and provisions intended by their nature to survive termination remain in effect.

28. Warranties

Each party warrants that it has authority to enter into the agreement. Elorenis warrants that it will provide the service with reasonable skill and care and substantially in accordance with applicable documentation. The Customer's exclusive remedies for breach of this warranty will be the remedies stated in the applicable agreement and those that cannot lawfully be excluded.

29. Disclaimers

Except for express warranties in the agreement and to the maximum extent permitted by law, the service is provided without additional warranties, whether express, implied or statutory. Elorenis does not guarantee that the service will be uninterrupted or error-free, that third-party integrations will remain available, that advertising or commercial outcomes will improve, or that AI-generated recommendations or predictions will be accurate. Marketing performance depends on factors outside Elorenis's control.

30. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, arising out of the agreement, except where such exclusion is prohibited by law. Subject to any exclusions or higher caps expressly stated in an Order Form or required by law, each party's aggregate liability arising out of or relating to the service will not exceed the total fees paid or payable by the Customer to Elorenis for the service during the twelve months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

31. Indemnity for Customer-controlled conduct

To the extent permitted by law, the Customer will defend and indemnify Elorenis against third-party claims arising from the Customer's unlawful Customer Data, unauthorized access to client assets, infringement of third-party rights, or material violation of third-party platform terms caused by the Customer or its Authorized Users, except to the extent the claim results from Elorenis's own breach, negligence or unlawful conduct.

32. Compliance with law

Each party will comply with laws applicable to its own performance under the agreement. The Customer is responsible for laws and industry rules applicable to its campaigns, communications, lead handling, end-client relationships and use of connected platforms. Elorenis is responsible for laws applicable to its provision of the service.

33. Export controls and sanctions

The Customer must not use or permit use of Elorenis in violation of applicable export-control, trade-sanctions or restricted-party laws. The Customer represents that it is not prohibited from receiving the service under laws applicable to the transaction.

34. Force majeure

Neither party will be liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, war, terrorism, civil disturbance, widespread internet or cloud outages, government action, labor disruption or third-party infrastructure failure, provided that the affected party uses reasonable efforts to mitigate the impact. Payment obligations for services already provided are not excused by force majeure.

35. Notices

Contractual notices must be sent using the notice details specified in the Order Form or, if none are specified, to the business contact and legal email addresses maintained by the parties. Elorenis may deliver operational or service notices electronically through the platform or registered account email where appropriate.

36. Assignment

Neither party may assign the agreement without the other party's prior written consent, not to be unreasonably withheld, except that either party may assign it in connection with a merger, corporate reorganization or sale of substantially all assets relating to the agreement, provided the assignee assumes the relevant obligations and the assignment does not materially reduce the other party's protections.

37. No partnership or agency

The parties are independent contractors. Nothing in the agreement creates a partnership, joint venture, employment relationship, fiduciary relationship or authority for either party to bind the other, except for the limited technical processing authority expressly required to provide the service.

38. Governing law and jurisdiction

These Terms are governed by the laws of [GOVERNING JURISDICTION], without regard to conflict-of-law rules. The courts of [EXCLUSIVE COURTS / CITY] will have exclusive jurisdiction over disputes arising out of or relating to the agreement, unless a signed commercial agreement provides otherwise or mandatory law requires a different forum.

39. Changes to these Terms

Elorenis may update these Terms to reflect changes in law, security requirements, the service or business operations. Material changes will be notified through reasonable means before they take effect where required. Changes will not retroactively alter an already agreed fixed-term commercial commitment unless the Customer agrees or the change is required by law.

40. Entire agreement, waiver and severability

The agreement documents constitute the entire agreement between the parties concerning their subject matter and supersede prior discussions or representations on that subject. A failure to enforce a provision is not a waiver. If any provision is held unenforceable, it will be interpreted or modified to the minimum extent necessary and the remaining provisions will continue in effect.

41. Contact

[LEGAL ENTITY NAME] — [REGISTERED OFFICE] — [VAT / COMPANY REGISTRATION NUMBER] — Legal contact: [LEGAL EMAIL]. These placeholders must be replaced with the verified operating entity and governing-law details before production publication.