1. About ORTO and these terms
These Terms of Service (the Terms) govern use of www.orto.live and the business reviews, CRM, automation, communications and customer-administration services supplied under the ORTO trading name (ORTO, we, us or our).
You can contact ORTO at support@orto.live or +44 7378 856367. References to you or the Client mean the business customer identified in an Order.
An Order means a proposal, quotation, service schedule, order form or other written document accepted by both parties that describes the services. These Terms, the Order and any data-processing terms expressly incorporated into it form the agreement between ORTO and the Client (the Agreement). If they conflict, the Order takes priority for its particular services, followed by any applicable data-processing terms and then these Terms.
2. Business customers
ORTO's services are intended for persons acting wholly or mainly for purposes relating to their trade, business, craft or profession. By accepting an Order, you confirm that you are acting for a business and have authority to bind that business.
If ORTO expressly agrees to supply a service to a consumer, nothing in these Terms excludes or restricts rights that cannot lawfully be excluded or restricted.
3. Enquiries, reviews and formation of the Agreement
Website content, an initial conversation and a Free Time-Saving Review are invitations to discuss possible services, not binding offers or guarantees that ORTO will accept work. A contract for paid services is formed when both parties accept an Order in writing or when, at the Client's written request, ORTO begins the services described in an Order.
A quotation remains open only for the period stated in it. Unless expressly stated otherwise, estimates are based on the information available at the time and may change if the scope, volumes, systems or assumptions change.
4. Services and service standard
ORTO will provide the services described in the Order with reasonable care and skill. The Order will identify the agreed scope, deliverables, implementation assumptions, dependencies, fees and any target dates or service levels.
Dates are estimates unless the Order expressly makes a deadline binding. ORTO may make a reasonable change where needed for security, law, provider requirements or technical compatibility, provided the change does not materially reduce the agreed service. Other scope changes must be agreed in writing and may affect fees and timing.
5. Client responsibilities
The Client must:
- provide complete, accurate and timely information, decisions, content, approvals, access and suitably authorised contacts;
- ensure it has the right to provide all accounts, systems, content and personal information made available to ORTO;
- maintain any licences, connectivity and third-party accounts allocated to it under the Order;
- review workflows, templates, messages, outputs and escalations before approval and monitor them after launch;
- keep credentials secure, use appropriate access controls and promptly notify ORTO of suspected misuse or security incidents; and
- remain responsible for its services, prices, quotations, appointments, customer promises, professional judgments, health and safety duties and compliance obligations.
ORTO is not responsible for delay or failure caused by missing, late, inaccurate or unauthorised Client input. Where this affects delivery, ORTO may reasonably adjust the timetable and charge agreed additional work.
6. CRM data and data protection
Each party must comply with applicable data-protection law, including the UK GDPR and Data Protection Act 2018. The Privacy Policy explains how ORTO handles personal information for its own purposes.
For personal information that ORTO handles solely to provide CRM or automation services on the Client's behalf, the Client is the controller and ORTO is the processor. The Client determines the purpose, lawful basis and retention period and is responsible for its privacy information, data quality and responses to individuals.
For that processing, ORTO will:
- process personal information only on the Client's documented instructions, including for any international transfer, unless the law requires otherwise;
- ensure authorised personnel are subject to confidentiality duties and apply appropriate technical and organisational security measures;
- reasonably assist the Client with individual-rights requests, security incidents, impact assessments and regulatory obligations, taking account of the nature of the processing and information available to ORTO;
- notify the Client without undue delay after becoming aware of a personal-data breach affecting the Client's data;
- ensure an authorised sub-processor is bound by equivalent data-protection obligations;
- at the end of the service, return or delete the Client's personal information as instructed, except where law requires retention; and
- provide information reasonably necessary to demonstrate compliance and permit proportionate audits on reasonable notice, subject to confidentiality, security and reimbursement of reasonable costs.
The processing subject matter, duration, nature, purpose, types of personal information and categories of individuals are those described in the Order and the Client's documented configuration or instructions.
7. Sub-processors and third-party services
The Client gives general written authorisation for ORTO to use IONOS for hosting and email, GoHighLevel for CRM and automation, and the relevant infrastructure and communications providers identified in the Privacy Policy or Order. ORTO will remain responsible for its processor obligations and, where reasonably practicable, give notice of a material new sub-processor so the Client can raise a reasonable data-protection objection.
Third-party platforms, telecommunications networks and integrations remain subject to their own terms, technical limits and availability. ORTO will use reasonable care when configuring services within its control but is not responsible for an outage, policy change, suspension, delivery failure or other act of a third-party provider outside ORTO's reasonable control. The parties will cooperate on a practical workaround where reasonably available.
8. Email, SMS and customer communications
The Client is responsible for ensuring that every contact list, instruction and campaign it provides is lawful and that it has an appropriate lawful basis and any consent required by the Privacy and Electronic Communications Regulations. The Client must provide required privacy information, identify the sender, maintain accurate consent and suppression records, include a valid opt-out route and promptly honour objections and withdrawals.
Submitting an enquiry does not by itself constitute consent to marketing. ORTO may pause or refuse an instruction it reasonably believes is unlawful, misleading, unsafe, inconsistent with a recipient's preferences or likely to harm systems or sender reputation.
9. Automation and human oversight
ORTO's workflows support repeatable administrative tasks. Unless an Order expressly says otherwise, they do not diagnose specialist work, give technical or safety advice, set or approve final prices, accept contracts for the Client, make emergency decisions or make solely automated decisions producing legal or similarly significant effects.
The Client must approve relevant rules and content, maintain appropriate human review and escalation, and check outputs before relying on them for material business, customer or safety decisions. Automation performance depends on the accuracy of inputs and the continued operation of connected systems; no workflow is guaranteed to identify every exception.
10. Fees, invoices and taxes
The Client must pay the setup, recurring, usage-based and other fees stated in the Order, together with any applicable VAT or other taxes. Unless the Order or invoice specifies another due date, a valid invoice is payable within 30 calendar days after the Client receives it.
The Client must raise a genuine invoice dispute promptly, explain the disputed amount and pay all undisputed sums by the due date. Except where the Agreement or law provides otherwise, fees for completed work and non-cancellable third-party commitments are non-refundable.
11. Late payment and suspension
If a business payment is overdue, ORTO may claim statutory interest, fixed compensation and reasonable recovery costs to the extent available under the Late Payment of Commercial Debts (Interest) Act 1998.
ORTO may suspend affected services after giving reasonable notice if an undisputed invoice remains overdue, if continued use creates a material security or legal risk, or if the Client materially breaches an acceptable-use or provider requirement. ORTO will restore a suspended service within a reasonable period after the cause is remedied, subject to technical and provider constraints.
12. Term and termination
The Agreement starts when formed under section 3 and continues for the period stated in the Order. If an Order covers an ongoing service but states no minimum term or notice period, either party may terminate it on 30 days' written notice.
Either party may terminate an affected Order immediately by written notice if the other party commits a material breach that cannot be remedied or fails to remedy a remediable material breach within 14 days after written notice. ORTO may also terminate immediately where continuing the service would be unlawful or create a serious security risk.
On termination, the Client must pay fees due for services supplied and authorised, non-cancellable commitments incurred up to the termination date. Each party must stop using the other's confidential material and access credentials. Client data will be returned or deleted in accordance with section 6, the Order and applicable law. Terms intended by their nature to continue, including confidentiality, intellectual property, payment, liability and governing law, survive termination.
13. Confidentiality
Each party must protect the other's non-public business, technical, security and customer information, use it only to perform or receive the services and disclose it only to personnel and providers who need it and are bound by confidentiality duties. This does not apply to information that is lawfully public, already known without restriction, independently developed or lawfully obtained from another source.
A party may disclose confidential information where required by law, a court or regulator, giving advance notice where legally permitted. These duties continue after the Agreement ends.
14. Intellectual property and Client materials
Each party keeps ownership of intellectual property it owned or developed independently of the Agreement. The Client owns its business data, customer records, branding and materials and gives ORTO a limited licence to use them only to provide, secure and support the services.
ORTO retains ownership of its website, brand, methods, know-how, reusable templates, workflow components, software, documentation and tools. Subject to full payment, the Client receives a non-exclusive, non-transferable licence to use bespoke deliverables created specifically for it for its internal business purposes, unless the Order states different ownership or licence terms. Third-party materials remain subject to their applicable licences.
The Client warrants that content and instructions it supplies may lawfully be used as contemplated by the Agreement and do not infringe another person's rights.
15. Warranties and service limitations
ORTO warrants that it will provide the agreed services with reasonable care and skill. Except as expressly stated in the Agreement and to the fullest extent permitted by law, all other warranties or conditions are excluded.
ORTO does not guarantee a particular saving, number of enquiries, conversion rate, revenue, profit, search position, communications-delivery rate or uninterrupted availability. Results depend on factors including Client input, customer behaviour and third-party systems. Website content and review observations are general business-administration information, not legal, tax, accounting, regulated professional or technical advice.
16. Liability
Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to that paragraph, neither party is liable for an indirect or consequential loss. ORTO is not liable for loss of profit, revenue, anticipated savings, business opportunity, goodwill or reputation, or for loss or corruption of data to the extent it could reasonably have been avoided by the Client maintaining appropriate backups and access controls.
Subject to the first paragraph, ORTO's total aggregate liability arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable to ORTO under that Order during the 12 months immediately before the event giving rise to the claim. The parties agree that this allocation reflects the nature and price of the services, the Client's responsibility for approval and oversight, and the availability of business insurance.
Nothing in this section reduces the Client's obligation to pay properly due fees.
17. Events outside reasonable control
Neither party is liable for delay or failure caused by an event beyond its reasonable control, including utility, internet or telecommunications failure, provider outage, cyberattack despite reasonable safeguards, industrial dispute, natural disaster, epidemic, governmental action or change in law. The affected party must notify the other when reasonably practicable, take reasonable steps to reduce the effect and resume performance when possible.
If the event materially prevents an affected service for more than 30 consecutive days, either party may terminate that service by written notice without liability for future fees, but fees and committed costs already incurred remain payable.
18. Website use
ORTO aims to keep the website accurate and available but does not guarantee uninterrupted access or that all content will always be complete or current. You must not misuse the website, attempt unauthorised access, interfere with its operation, introduce malicious code, scrape it unreasonably or use its content or forms for unlawful, fraudulent or abusive activity.
Website content, design and ORTO brand assets are protected by intellectual-property law and may not be copied, republished or commercially exploited without permission, except for ordinary browsing and sharing a page link.
19. Notices and contact
A notice under the Agreement must be in writing and sent to the email address stated in the Order. Notices to ORTO may be sent to support@orto.live. A notice is treated as received when it becomes accessible in the recipient's email system, provided the sender does not receive a delivery-failure message.
For ordinary questions or complaints, email support@orto.live or telephone +44 7378 856367. ORTO will acknowledge and respond to ordinary questions as soon as reasonably practicable. Any agreed service levels are set out in the applicable Order.
20. General
ORTO may use subcontractors to deliver the services but remains responsible for its obligations under the Agreement. Neither party may assign the Agreement without the other's prior written consent, not to be unreasonably withheld, except as part of a genuine transfer of the relevant business or assets where the assignee can perform the obligations.
The Agreement is the entire agreement about its subject matter and replaces earlier discussions or representations, but does not exclude liability for fraud. A variation must be agreed in writing. Delay in enforcing a right is not a waiver. If a provision is unlawful or unenforceable, it will be adjusted or removed only to the minimum extent necessary and the remaining provisions continue.
The parties are independent contractors. Nothing creates a partnership, joint venture, employment relationship or authority for one party to bind the other. A person who is not a party to the Agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
21. Governing law and jurisdiction
These Terms and Conditions, and any dispute or claim arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions or the services provided by ORTO.