Terms of Service

These Terms of Service (the Terms) are a legal agreement between Orata Ltd, a company registered in England and Wales under company number 12019287, whose registered office is at C/O Armstrongs Accountants, Alexandra House, Queen Street, Leek, Staffordshire, England, ST13 6LP, trading as REI Vantage (Orata, we, us, our), and the business that accepts them (the Customer, you, your).

You accept these Terms by signing an Order Form that refers to them, by ticking the box when you create an account, or by using the Service. If you accept them on behalf of a business, you confirm that you have authority to bind that business.

REI Vantage is for businesses only. You must not use it as a consumer, and you confirm that you are entering into these Terms for the purposes of your trade, business or profession.

1. How these Terms fit together

1.1 The agreement between you and Orata is made up of:

• the Order Form (any written or online order, quote or proposal we agree with you that lists your plan, fees and options);
• these Terms;
• the Acceptable Use Policy and the Messaging and Calling Policy;
• the Data Services Terms, if you use Data Services; and
• the Data Processing Addendum, which applies whenever we process personal data on your behalf.

1.2 If these documents conflict, the Order Form wins, then the Data Processing Addendum (for personal data matters only), then these Terms, then the other policies.

2. Definitions

• AI Features: features of the Software that use a large language model or other machine-learning system, including the MCP server that lets an AI assistant you choose (such as Claude) read and act on your instance.
• Customer Data: all data you or your Users put into, generate in or import into your instance, including lead, property, owner and contact records, messages, call records and recordings.
• Customer Infrastructure: the third-party accounts that run your instance and are held in your name, including your Cloudflare, Neon, Twilio and any data-provider accounts.
• Data Services: optional property data, skip tracing, contact enrichment, phone verification and Do Not Call or litigator scrubbing that Orata supplies through its own data gateway.
• Fees: the Setup Fee, the Subscription Fee and any usage charges set out in the Order Form or our current price list.
• Service: the Software together with the Setup Services, Support and Updates, and any Data Services.
• Setup Services: the onboarding we perform to create, configure and deploy your instance, as described in the Order Form.
• Software: the REI Vantage application, API, MCP server, documentation and any Updates, in object-code or deployed form.
• Third-Party Provider: any provider of Customer Infrastructure, and any other third-party service you connect to your instance.
• Updates: bug fixes, security patches, compliance changes and new features we make generally available to subscribing customers.
• Users: your employees, contractors and agents whom you allow to use your instance.

3. What we provide

3.1 Your own instance. REI Vantage is deployed as a separate instance for each customer. Your instance runs on Customer Infrastructure held in your name. You hold the accounts, pay the Third-Party Providers directly, and keep control of your Customer Data and phone numbers.

3.2 Setup Services. During onboarding we will help you open or connect the Customer Infrastructure, deploy the Software to it and configure it. We will use reasonable skill and care, but approvals that belong to Third-Party Providers and carriers, including Twilio account verification and A2P 10DLC brand and campaign registration, are decided by them. We do not guarantee that they will be granted or how long they will take.

3.3 Support and Updates. While your subscription is active we will provide support through the channels set out in the Order Form during UK business hours, and we will deploy Updates to your instance. Unless an Order Form says otherwise, there is no service-level agreement and no guaranteed response time.

3.4 Changes to the Software. We may change, add or remove features. We will not remove a material feature you are paying for without giving you at least 30 days' notice, unless the change is required by law, a carrier or a Third-Party Provider, or to protect security.

4. Customer Infrastructure and Third-Party Providers

4.1 Your use of each Third-Party Provider is governed by your own agreement with it, including Twilio's Acceptable Use Policy and Messaging Policy and the rules of the mobile carriers. You are responsible for complying with those agreements and for paying those providers.

4.2 You authorise us to access your Customer Infrastructure to the extent needed to provide the Setup Services, Support and Updates. We will use that access only for those purposes and in line with the Data Processing Addendum. You may withdraw our access at any time, but we cannot then provide Support or Updates.

4.3 We are not responsible for the availability, performance, pricing, policies or acts of any Third-Party Provider, including suspension of your Twilio account, rejection of a registration, carrier filtering, or a change to a provider's API.

5. Your licence

5.1 A subscription is required. The Software may be used only while you have an active, paid subscription. The Setup Fee pays for the Setup Services. It does not buy a perpetual licence.

5.2 During your subscription. Subject to these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Software on your Customer Infrastructure, for your own internal business purposes, during the subscription term.

5.3 Read-only access after your subscription ends. Your Customer Data is yours, and it stays in your Customer Infrastructure when your subscription ends. So that you can always reach it, if your subscription ends or is suspended for non-payment, your instance switches to read-only mode (Read-Only Access). In read-only mode:

• your Users can still log in, view and search Customer Data, and export it;
• you cannot create or edit records, or import lists;
• you cannot send messages, place calls, run automations or campaigns, or use AI Features, the MCP server or Data Services; and
• you receive no Support or Updates, and we are not responsible for continued compatibility with Third-Party Providers.

Read-Only Access continues for as long as you keep your Customer Infrastructure running, at your cost. It is provided free of charge and "as is". You can return to full use at any time by restarting your subscription and paying any amounts overdue. We may enforce read-only mode through technical measures in the Software, including licence checks.

5.4 Restrictions. Except as the law expressly allows, you must not, and must not let anyone else:

• copy, sell, sublicense, rent, distribute or provide the Software to any third party, or run it for anyone other than your own business;
• modify, adapt or create derivative works of the Software, except through the settings and integrations it provides;
• decompile, disassemble or reverse engineer the Software, except to the extent permitted by section 50B of the Copyright, Designs and Patents Act 1988 or other law that cannot be excluded;
• remove proprietary notices;
• disable, bypass or tamper with licence checks, read-only mode, usage metering or confirmation steps;
• use the Software or Service to build or support a competing product; or
• use the Service in breach of the Acceptable Use Policy or the Messaging and Calling Policy.

6. Your responsibilities

6.1 You are responsible for your Users, for keeping credentials and API keys secure, and for everything done through your instance and your Customer Infrastructure, including actions taken by automations and by AI assistants you connect.

6.2 You are responsible for the accuracy, quality and legality of Customer Data, and for having every right, notice and consent needed to collect it, import it and use it as you configure the Service to use it.

6.3 You must keep Users' contact details current, give us accurate information for billing, and tell us promptly at the address in section 21 if you believe your instance or credentials have been compromised.

7. Communications are yours

7.1 You are the sender. The Service is a software tool. Every text message, call, voicemail, email and mail piece sent from your instance is created, addressed, scheduled and sent by you, by your Users or by automations and AI agents you configure, using your own Customer Infrastructure. Orata does not originate, send or deliver communications, and it does not choose recipients, content or timing.

7.2 You are responsible for compliance. You are solely responsible for making sure your communications comply with every law, regulation and rule that applies to them. This includes the US Telephone Consumer Protection Act and the FCC's rules under it, the Telemarketing Sales Rule, the National Do Not Call Registry, state telemarketing, mini-TCPA and Do Not Call laws, call-recording and wiretap laws, the CAN-SPAM Act, CTIA guidelines, carrier codes of conduct and Third-Party Provider policies.

7.3 Compliance tools are not legal advice. The Service may include tools such as opt-out handling, suppression lists, quiet hours, Do Not Call and litigator scrubbing, and consent records. They help you to comply. They do not guarantee compliance, and they do not replace your own judgement or advice from a qualified lawyer. You must not disable, bypass or work around them for marketing communications.

7.4 Nothing Orata says, including in onboarding, templates, documentation, sample messages or support, is legal advice. You should consult a lawyer qualified in the relevant US jurisdictions about your outreach.

8. AI Features

8.1 AI Features may produce output that is inaccurate, incomplete or unsuitable. You are responsible for reviewing output before relying on it and for any action you or your AI assistant take with it.

8.2 When you connect an AI assistant to your instance through the MCP server, the assistant acts with your authority and under your instructions. Actions it takes are your actions. The assistant itself is provided by a third party under that third party's terms.

8.3 Actions that spend money or reach another person require a confirmation step. You must not configure or instruct an AI assistant to bypass that step.

8.4 You must disclose to people that they are talking to an AI where the law requires it, and you must obtain any consent required for artificial or prerecorded voice calls, including calls that use AI-generated voices.

9. Data Services

If you use Data Services, the Data Services Terms also apply. Data Services are optional. Where the Service supports it, you may instead connect your own account with a data provider, in which case that provider's terms apply and Orata is not a party to them.

10. Customer Data and privacy

10.1 As between you and Orata, you own Customer Data. We acquire no rights in it except the limited right to process it to provide the Service, as set out in the Data Processing Addendum.

10.2 Customer Data is stored in your Customer Infrastructure. Orata keeps copies only where needed to provide the Service, for example in error reports, in support correspondence, or while a Data Services job is being processed.

10.3 We may collect technical and usage data about the operation of the Software, such as error reports, version numbers and performance metrics, to support, secure and improve the Service. We will not use it to identify your leads or contacts, and we will not sell it.

10.4 Our Privacy Policy explains how we handle personal data for which we are the controller, such as your account and billing contacts.

11. Fees and payment

11.1 Setup Fee. The Setup Fee is payable when the Order Form is signed and is non-refundable once Setup Services have started. Orata may reduce or waive the Setup Fee, for example under a founding-customer offer. A waiver applies only to the Order Form that records it and does not change any other term.

11.2 Subscription Fee. A subscription is mandatory for every customer (section 5.1). The Subscription Fee is billed monthly in advance, unless the Order Form states another billing period. It is non-refundable for any period that has begun.

11.3 Usage charges. Data Services credits and other usage charges are billed as set out in the Order Form, the Data Services Terms or our current price list.

11.4 Third-Party charges. Charges from Third-Party Providers, including Twilio messaging and calling fees, carrier and registration fees, Cloudflare and Neon usage, are billed to you directly by those providers and are not included in the Fees.

11.5 Taxes. Fees exclude VAT, sales tax and other taxes, which you will pay where applicable.

11.6 Late payment. If an invoice is unpaid 14 days after its due date, we may switch your instance to read-only mode under section 5.3 until it is paid. We may also charge interest under the Late Payment of Commercial Debts (Interest) Act 1998.

11.7 Price changes. We may change the Subscription Fee or usage prices by giving you at least 30 days' notice. The change applies from your next billing period after the notice ends. If you do not agree, you may cancel before it takes effect.

12. Term and cancellation

12.1 These Terms start when you first accept them. They continue while you have an active subscription, and afterwards for as long as you use Read-Only Access under section 5.3.

12.2 Your subscription renews automatically each billing period unless cancelled. You may cancel at any time by giving notice to the address in section 21. Cancellation takes effect at the end of the current billing period, or at the end of any minimum term stated in the Order Form if that is later.

13. Suspension and termination

13.1 Suspension. We may suspend all or part of the Service, including our access to your instance and any Data Services, if we reasonably believe it is necessary to prevent a breach of the Acceptable Use Policy or the Messaging and Calling Policy, a security risk, a legal or regulatory breach, or action by a carrier or data provider. Where practical we will tell you first and give you a chance to fix the problem.

13.2 Termination by us. We may end your subscription by written notice if you:

• materially breach these Terms and, if the breach can be fixed, do not fix it within 14 days of our notice;
• breach section 5.4, the Acceptable Use Policy or the Messaging and Calling Policy in a way that is serious or repeated; or
• become insolvent, enter administration or liquidation, or stop trading.

13.3 Termination by you. You may end these Terms by written notice if we materially breach them and do not fix the breach within 30 days of your notice. If you do, we will refund any prepaid Subscription Fee for the period after termination.

13.4 What happens at the end. When your subscription ends, for any reason:

• your instance switches to read-only mode under section 5.3;
• Support, Updates and Data Services stop, and any unused Data Services credits lapse unless the Data Services Terms say otherwise;
• we will remove our access to your Customer Infrastructure, except what read-only mode needs, and delete or return any Customer Data we hold, as set out in the Data Processing Addendum;
• your Customer Data stays in your Customer Infrastructure, under your control, and you can export it at any time; and
• sections 5.3, 5.4, 7, 10, 11 (for amounts due), 13.4, and 15 to 22 continue to apply.

13.5 Ending your subscription never takes your Customer Data away from you. Even if we end your subscription under section 13.2, you keep Read-Only Access so that you can view and export your Customer Data.

14. Intellectual property

14.1 Orata and its licensors own all intellectual property rights in the Software, the Service, our documentation and templates, and anything we create in providing them. Except for the licence in section 5, these Terms do not transfer any of those rights to you.

14.2 If you give us suggestions or feedback, we may use them without restriction or payment.

15. Confidentiality

15.1 Each party will keep confidential the other's non-public business, technical and financial information that it receives in connection with these Terms. It will use that information only to perform these Terms, and disclose it only to personnel and advisers who need to know it and are bound by equivalent duties.

15.2 This does not apply to information that is or becomes public without breach, was already lawfully known, is independently developed, or is lawfully received from someone else. A party may disclose information when required by law, after notifying the other party where lawful and practical.

16. Warranties and disclaimers

16.1 We warrant that we will perform the Setup Services and Support with reasonable skill and care, and that the Software as deployed will perform materially in line with our documentation. If we breach this warranty, you must tell us within 30 days. Your remedy, and our only obligation, is that we will correct the problem or re-perform the service. If we cannot do so within a reasonable time, we will refund the Fees paid for the affected service for the period in which the breach occurred.

16.2 Except as set out in section 16.1, and to the extent permitted by law, the Service is provided "as is" and "as available". All other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded. This includes terms as to satisfactory quality and fitness for a particular purpose. In particular, we do not warrant that:

• the Service will be uninterrupted or error-free;
• any message will be delivered or any registration approved;
• data from Data Services or AI Features will be accurate or complete; or
• use of the Service will produce any particular number of leads, deals or profit.

17. Limitation of liability

17.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

17.2 Subject to section 17.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for:

• loss of profits, revenue, business, contracts, goodwill or anticipated savings;
• loss or corruption of data, except as provided in the Data Processing Addendum; or
• any indirect or consequential loss.

17.3 Subject to sections 17.1 and 17.4, each party's total liability arising out of or in connection with these Terms in any 12-month period is limited to the total Fees paid and payable by you in the 12 months before the event giving rise to the claim.

17.4 The limits in sections 17.2 and 17.3 do not apply to your obligation to pay the Fees, to your indemnity in section 18.1, or to your breach of section 5.4.

18. Indemnities

18.1 Your indemnity. You will defend and indemnify Orata, its directors, employees and subcontractors against all losses, damages, fines, penalties, settlements, costs and reasonable legal fees arising from any third-party claim, regulatory action or carrier action that relates to:

• communications sent from or through your instance, including any claim under the TCPA, the Telemarketing Sales Rule or any state telemarketing law;
• Customer Data, including how it was obtained and used;
• your use of Data Services or data obtained through them; or
• your breach of these Terms, the Acceptable Use Policy, the Messaging and Calling Policy, or applicable law.

18.2 Our indemnity. We will defend you against any third-party claim that your use of the Software in line with these Terms infringes that party's UK or US copyright or trade mark. We will pay damages finally awarded against you, or agreed in a settlement we approve. This indemnity does not apply to claims caused by Customer Data, Third-Party Providers, Data Services, modifications not made by us, or combination with anything we did not supply. If a claim is made or likely, we may modify or replace the Software, obtain a licence for you, or end your subscription and refund prepaid Fees for the unused period. This section states our entire liability for infringement claims.

18.3 Process. The party seeking indemnity must notify the other promptly, let it control the defence and settlement, and give reasonable help at the indemnifying party's cost. No settlement may admit fault on behalf of the indemnified party without its consent.

19. Changes to these Terms

We may update these Terms by publishing a new version at rei-vantage.com/legal/terms and notifying you by email at least 30 days before material changes take effect. Changes required by law or by a carrier or Third-Party Provider may take effect sooner. If you do not agree to a change, you may cancel before it takes effect. Continued use after that date is acceptance.

20. General

20.1 Assignment and subcontracting. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a buyer of all or part of our business, and we may use subcontractors, remaining responsible for their performance.

20.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This includes failures of carriers, Third-Party Providers, internet or power infrastructure, and changes in law or carrier rules. It does not cover payment obligations.

20.3 Entire agreement. These Terms and the documents in section 1.1 are the entire agreement between the parties about their subject matter, and replace all earlier discussions and proposals. Each party confirms that it has not relied on any statement not set out in them. Nothing in this section limits liability for fraud.

20.4 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture or agency.

20.5 Third-party rights. No one other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

20.6 Severance and waiver. If any provision is found invalid or unenforceable, it will be modified to the minimum extent needed and the rest will continue in effect. A failure or delay in exercising a right is not a waiver of it.

21. Notices

Notices to Orata must be sent by email to [email protected]. We will send notices to the email address of the account owner named in your Order Form or account. Email notices take effect when sent, unless the sender receives a delivery failure.

22. Governing law and jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them, are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction. Either party may still seek urgent injunctive relief in any court of competent jurisdiction.