Orrekie Services Agreement

This Orrekie Services Agreement ("Agreement") forms a legal agreement between Orrekie Limited ("Orrekie", "we", "us", or "our"), a private limited company registered in England and Wales under company number 13021608, and you or the entity you represent ("Customer", "you", or "your") accessing or using Orrekie's cloud-based software services ("Services").  This Agreement is effective from the date you first access or use the Services (“Effective Date”) and continues until you or Orrekie terminates it (this period, the “Term”).

You and Orrekie agree as follows:

1 Your Orrekie Account

1.1 Business Representative.

You and your Representative individually affirm to Orrekie that (a) your Representative is authorised to provide User Information on your behalf and to bind you to this Agreement; and (b) your Representative is an executive officer, director, senior manager or otherwise has significant responsibility for the control, management or direction of your business. Orrekie may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority.

1.2 Sole Proprietors.

If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of amounts you owe under this Agreement.

2 Services and Support

2.1 Services

Orrekie provides access to a cloud-based database management software designed to assist in managing documents and actions for multiple projects ("Software") for solo practitioners and groups. The Software stores documents and database information in the cloud.

Orrekie will make available to you the Services.

2.2 Service Modifications and Updates.

Orrekie may modify the Services at any time, including adding or removing functionality or imposing conditions on use of the Services. Orrekie will notify you of material changes. Orrekie is not obliged to provide any Updates.

2.3 Subcontracting.

Orrekie may subcontract its obligations under this Agreement to third parties.

2.4 Services Restrictions.

You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:

· act as service bureau or pass-through agent for the Services

· work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited, or access or attempt to access non-public Orrekie systems, programs, data, or services;

· except as Law permits, reverse engineer or attempt to reverse engineer the Services;

· use the Services to engage in any activity that is illegal, fraudulent, deceptive or harmful;

· perform or attempt to perform any action that interferes with the normal operation of the Services or affects other Orrekie users’ use of Orrekie services;

· exceed any Services usage limitations stated elsewhere; or

· copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any part of the Services, Documentation, or the Orrekie Website except as permitted by Law.

2.5 Support and Maintenance

Orrekie maintains the Software and provides regular updates to enhance functionality. Orrekie will provide you with support to resolve general issues relating to your Orrekie Account and your use of the Services through resources and documentation that Orrekie makes available on the Orrekie Website.  Orrekie’s support is also available by contacting Orrekie at support@orrekie.com. Orrekie is not responsible for providing support to Customers.

3 Services Fee and Taxes

3.1 Services Fees

The Fees are stated on the Orrekie Pricing Page, unless you and Orrekie otherwise agree in writing. Orrekie may revise the Fees at any time. If Orrekie revises the Fees for a Service that you are currently using, Orrekie will notify you at least 30 days (or a longer period if Law requires) before the revised Fees apply to you.

3.2 Collection of Fees and Other Amounts.

You must pay, or ensure that Orrekie is able to collect Fees and other amounts you owe under this Agreement when due. If payment is not made on the due date, Service access may be interrupted. 

4 Termination, Suspension, Survival

4.1 Termination

Your Termination: You may cancel your subscription at any time by closing your Orrekie Account. No refunds will be given for the remaining period of the subscription. Upon termination, access to the Services will be revoked.

Orrekie Termination: Orrekie may terminate this Agreement (or any part) or close your Orrekie Account at any time for any or no reason (including if any event listed in the “Suspension” Section of these Terms occurs) by notifying you. In addition, Orrekie may terminate this Agreement (or relevant part) for cause if Orrekie exercises its right to suspend Services (including under the “Suspension” Section of these Terms) and does not reinstate the suspended Services within 30 days.

4.2 Suspension

Orrekie may immediately suspend providing any or all Services to you, and your access to the Orrekie, if:

(a) Orrekie believes it will violate any Law, Financial Services Terms or Governmental Authority requirement;

(b) a Governmental Authority requires or directs Orrekie to do so;

(c) you do not respond in a timely manner to Orrekie’s request for User Information or do not provide Orrekie adequate time to verify and process updated User Information;

(d) you breach this Agreement or any other agreement between the parties;

(e) you enter an Insolvency Proceeding;

(f) Orrekie believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Orrekie; or

(g) Orrekie believes that your use of the Services (i) is or may be harmful to Orrekie or any third party; (ii) degrades, or may degrade, the security, stability or reliability of the Orrekie services, or any third party’s system (e.g., your involvement in a distributed denial of service attack);

(h) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; or is or may be unlawful.

4.3 Survival.

5 Use Rights

5.1 Use of Services.

Subject to the terms of this Agreement, Orrekie grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Services, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your personal or business purposes; and (c) in compliance with this Agreement and the Documentation.

5.2 Feedback.

During the Term, you and your Affiliates may provide Feedback to Orrekie. You grant, on behalf of yourself and your Affiliates, to Orrekie a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to exploit that Feedback for any purpose, including developing, improving, manufacturing, promoting, selling and maintaining the Orrekie services. All Feedback is Orrekie’s confidential information.

5.3 Marks Usage.

Subject to the terms of this Agreement, Orrekie grants to you and your Affiliates, and you grant to Orrekie and its Affiliates, a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to use the Marks of the grantor party or its Affiliate solely to identify Orrekie as your service provider. Accordingly, Orrekie may use those Marks:

(a) on Orrekie webpages and apps that identify Orrekie’s customers;

(b) in Orrekie sales/marketing materials and communications; and

(c) in connection with promotional activities to which the parties agree in writing.

When using Marks of Orrekie, you must comply with any and all usage terms and guidelines that Orrekie provides to you in writing (if any). All goodwill generated from the use of Marks will inure to the sole benefit of the Mark owner.

5.4 No Joint Development; Reservation of Rights.

Any joint development between the parties will require and be subject to a separate agreement between the parties. Nothing in this Agreement assigns or transfers ownership of any IP Rights to any party. All rights (including IP Rights) not expressly granted in this Agreement are reserved.

6 Privacy and Data Use

6.1 Privacy Policy

Orrekie’s privacy policy, available on Orrekie’s website, outlines how we collect, use, and disclose personal information. By using our Services, you agree to our Privacy Policy.

6.2               Retention of Data.

Orrekie is not obliged to retain data after the Term, except as (a) required by Law; (b) required for Orrekie to perform any post-termination obligations; (c) this Agreement otherwise states; or (d) the parties otherwise agree in writing.

7 Representations and Warranties.

7.1 Representations and Warranties.

You represent as of the Effective Date, and warrant at all times during the Term, that:

(a) you have the right, power, and ability to enter into and perform under this Agreement;

(b) you have, and comply with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow you to access and use the Services in compliance with this Agreement and Law;

(e) your employees, contractors and agents are acting consistently with this Agreement;

(f) your use of the Services does not violate or infringe upon any third-party rights, including IP Rights, and you have obtained, as applicable, all necessary rights and permissions to enable your use of Content in connection with the Services;

(g) you are authorised to initiate settlements to and debits from the User Bank Accounts;

(h) you comply with Law with respect to your business, your use of the Services, and the performance of your obligations in this Agreement;

(i) you comply with the Documentation;

(j) you do not use the Services to conduct a Restricted Business, transact with any Restricted Business, or enable any individual or entity (including you) to benefit from any Restricted Business;

(k) all information you provide to Orrekie, including the User Information, is accurate and complete.

7.2 Indemnity and Intellectual Property

7.2.1 Intellectual Property Ownership

Orrekie owns all the intellectual property rights to the Services and the Software supporting those Services.

7.2.2 Licence to use the Services

Customers are granted a limited, non-exclusive, non-transferable license to use the Software during the term of their paid subscription.

7.3 Liability and Indemnification

Orrekie disclaims all liabilities arising from the use of the Services. You agree to indemnify, defend, and hold Orrekie harmless from any claims, damages, liabilities, costs, or expenses arising from your use of the Services.

7.4 Disclaimer and Limitations on Liability.

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

7.4.1 Disclaimer.

Orrekie provides the Services “AS IS” and “AS AVAILABLE”. To the maximum extent permitted by Law, Orrekie does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Orrekie is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorised access or use of the Services, your Orrekie Account, or Protected Data, or your failure to use or implement anti-fraud or data security measures.

Further, Orrekie is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to:

(a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation;

(b) unauthorised access to servers or infrastructure, or to Orrekie Data or Protected Data;

(c) Service interruptions or stoppages;

(d) bugs, viruses, or other harmful code that may be transmitted to or through the Service

(e) errors, inaccuracies, omissions or losses in or to any Protected Data or Orrekie Data;

(f) Content; or

(g) your or another party’s defamatory, offensive, fraudulent or illegal conduct.

7.4.2 LIMITATIONS ON LIABILITY.

(a) Indirect Damages. To the maximum extent permitted by Law, Orrekie will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or Orrekie has been advised of their possibility.

(b) General Damages. To the maximum extent permitted by Law, Orrekie will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term (whether in contract, negligence, strict liability or tort, or on other legal or equitable grounds) for losses, damages, or costs exceeding in the aggregate the greater of (i) the total amount of Fees you paid to Orrekie during the 3-month period immediately preceding the event giving rise to the liability; and (ii) $500 USD.

8 Dispute Resolution, Agreement to Arbitrate

8.1 Governing Law

This Agreement is governed by laws of England and Wales.

8.2 Binding Arbitration.

(a) Subject to Section 13.6 of these Terms, all disputes, claims and controversies, whether based on past, present or future events, arising out of or relating to statutory or common law claims, the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, and the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement, will be determined by binding arbitration under the ICC Rules by a sole arbitrator appointed according to the ICC Rules. The arbitrator may be the same nationality as any of the parties, and must be a member of the Law Society of England or the Bar of England, unless the parties agree otherwise. The place of arbitration will be London, England. The language of the arbitration will be English.

(b) Nothing in this Agreement will preclude Orrekie from making any application or issuing any legal or insolvency proceeding in an appropriate court under insolvency law in your jurisdiction.

(c) Nothing in this Agreement will preclude the parties from seeking injunctive relief in aid of arbitration from a court of appropriate jurisdiction.

8.3 Arbitration Procedure.

A party must notify the other relevant parties of its intention to begin arbitration before doing so. The notice must specify the date on which the party plans to file the Request for Arbitration, which must be at least 30 days after the notice.

8.4 Confidentiality.

The parties will keep confidential the existence of the arbitration, the arbitration proceeding, the hearing, all documentation submitted or exchanged in the course of the arbitration proceeding, the submissions made by the parties and the decision made by the arbitrator, including its awards, except (a) as necessary to prepare for and conduct the arbitration hearing; (b) in connection with a court application for a preliminary remedy, or confirmation of an arbitrator’s decision or its enforcement; (c) Orrekie may disclose the arbitrator’s decision in confidential settlement negotiations related to other disputes; (d) each party may disclose as necessary to professional advisers that are subject to a strict duty of confidentiality; and (e) as Law otherwise requires and to the extent not already in the public domain. The parties, witnesses, and arbitrator will treat as confidential and will not disclose to any third person (other than witnesses or experts) any documentary or other evidence produced in any arbitration, except as Law requires or if the evidence was obtained from the public domain or was otherwise obtained independently from the arbitration.

8.5 Conflict of Rules.

In the case of a conflict between the provisions of this Section 8 and the ICC Rules, the provisions of this Section 8 will prevail.

8.6 IP Rights.

Each dispute, claim and controversy (if any) principally related to any party’s IP Rights will be resolved by litigation, and the parties submit to the non-exclusive jurisdiction of the courts of England with respect to these disputes, claims and controversies.

9 Modifications to this Agreement.

Orrekie may modify all or any part of this Agreement at any time by posting a revised version of the modified Terms (including the introduction to this Agreement and the Definitions), Services Terms or terms incorporated by reference on the Orrekie website or by notifying you. The modified Agreement is effective upon posting or, if Orrekie notifies you, as stated in the notice. By continuing to use Services after the effective date of any modification to this Agreement, you agree to be bound by the modified Agreement. It is your responsibility to check the Orrekie website regularly for modifications to this Agreement.

Orrekie last modified these Terms on the 12th March 2024

10 General Provisions.

10.1 Electronic Communications.

By accepting this Agreement or using any Service, you consent to electronic communications as described in the E-Sign Disclosure document, which is incorporated into this Agreement by this reference.

10.2 Notices and Communications.

(a) Notices to Orrekie. Unless this Agreement states otherwise, for notices to Orrekie, you must contact us. A notice you send to Orrekie is deemed to be received when Orrekie receives it.

(b) Communications to you. In addition to sending you a Communication electronically as Section 10.1 of these Terms describes, Orrekie may send you Communications by physical mail or delivery service to the postal address listed in the applicable Orrekie Account. A Communication Orrekie sends to you is deemed received by you on the earliest of (i) when posted to the Orrekie Website or Orrekie Dashboard; (ii) when sent by text message or email; and (iii) three business days after being sent by physical mail or when delivered, if sent by delivery service.

10.3 Legal Process.

Orrekie may respond to and comply with any Legal Process that Orrekie believes to be valid. Orrekie may deliver or hold, subject to the terms of Orrekie’s Privacy Policy, any data as required under the Legal Process, even if you are receiving data on behalf of other parties. Where Law permits, Orrekie will notify you of the Legal Process by sending a copy to the email address in the applicable Orrekie Account. Orrekie is not responsible for any losses, whether direct or indirect, that you may incur as a result of Orrekie’s response or compliance with a Legal Process in accordance with this Section.

10.4 Collection Costs.

You are liable for all costs Orrekie incurs during collection of any amounts you owe under this Agreement, in addition to the amounts you owe. Collection costs may include legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, applicable interest, and any other related cost.

10.5 Interpretation.

(a) No provision of this Agreement will be construed against any party on the basis of that party being the drafter.

(b) References to “includes” or “including” not followed by “only” or a similar word mean “includes, without limitation” and “including, without limitation,” respectively.

(c) Except where expressly stated otherwise in a writing executed between you and Orrekie, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services.

(d) All references in this Agreement to any terms, documents, or Law are to those items as they may be amended, supplemented or replaced from time to time. All references to APIs and URLs are references to those APIs and URLs as they may be updated or replaced.

(e) The section headings of this Agreement are for convenience only and have no interpretive value.

(f) Unless expressly stated otherwise, any consent or approval that may be given by a party (i) is only effective if given in writing and in advance; and (ii) may be given or withheld in the party’s sole and absolute discretion.

(g) References to “business days” means weekdays on which banks are generally open for business. Unless specified as business days, all references in this Agreement to days, months or years mean calendar days, calendar months or calendar years.

(h) Unless expressly stated to the contrary, when a party makes a decision or determination under this Agreement, that party has the right to use its sole discretion in making that decision or determination.

(i) The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

10.6 Waivers.

To be effective, a waiver must be in a writing signed by the waiving party. The failure of any party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.

10.7 Force Majeure.

Orrekie will not be liable for any losses, damages, or costs you suffer, or delays in Orrekie’s performance or non-performance, to the extent caused by a Force Majeure Event.

10.8 Assignment.

You may not assign or transfer any obligation or benefit under this Agreement without Orrekie’s consent. Any attempt to assign or transfer in violation of the previous sentence will be void in each instance. If you wish to assign this Agreement, please contact us. Orrekie may, without your consent, freely assign and transfer this Agreement, including any of its rights or obligations under this Agreement. This Agreement will be binding on, inure to the benefit of, and be enforceable by the parties and their permitted assigns.

10.9 No Agency.

Each party, is an independent contractor. Nothing in this Agreement serves to establish a partnership, joint venture, or general agency relationship between Orrekie and you.

10.10 Severability.

If any court or Governmental Authority determines a provision of this Agreement is unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provision were not present, and that any partially valid and enforceable provision be enforced to the extent that it is enforceable.

10.11 Cumulative Rights; Injunctions.

The rights and remedies of the parties under this Agreement are cumulative, and each party may exercise any of its rights and enforce any of its remedies under this Agreement, along with all other rights and remedies available to it at Law or equity. Any material breach by a party of Section 5 or Section 6 of these General Terms could cause a non-breaching party irreparable harm for which a non-breaching party has no adequate remedies at law. Accordingly, each non-breaching party is entitled to seek specific performance or injunctive relief for the breach.

10.12 Entire Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.

11 Definitions

“Activity” means any action taken on or related to an Orrekie Account.

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.

“Beneficiary” means a business entity (i.e., not a natural person) that is an intended beneficiary of a Retirement or Retirement Services.

“Beta” means “proof of concept,” “beta,” “pilot,” “invite only” or similar designation.

“Beta Service” means any Beta portion of the Services.

“CCPA” means California Consumer Privacy Act of 2018, Cal. Civ. Code Sections 1798.100-1798.199.

“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entering into of any transaction or arrangement that would have the same or similar effect as a transaction referred to in the foregoing (a)-(c); but, does not include an initial public offering or listing.

“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.

"Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorisation, agreement, disclosure or instruction.

“Content” means all text, images, and other content that Orrekie does not provide to you and that you upload, publish or use in connection with the Services.

“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.

“Data Processing Agreement” means the data processing agreement located on the Orrekie website.

“Dispute” means an instruction a Customer initiates to reverse or invalidate a processed Transaction (including “chargebacks” and “disputes” as those terms may be used by Payment Method Providers).

“Documentation” means the instructions, requirements and other documentation (a) available on the Orrekie Website.

“DP Law” has the meaning given to it in the Data Processing Agreement.

“Due Diligence Requirements” means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).

“End User” has the meaning given to it in Orrekie’s Privacy Policy.

“End User Rights” means the data privacy rights afforded to End Users under DP Law.

“Feedback” means ideas, suggestions, comments, observations and other input you provide to Orrekie regarding Orrekie services.

“Fees” means the fees applicable to the Services.

“Force Majeure Event” means an event beyond the control of Orrekie, including (a) a strike or other labour dispute or labour shortage, stoppage or slowdown; (b) supply chain disruption; (c) embargo or blockade; (d) telecommunication breakdown, power outage or shortage; (e) inadequate transportation service or inability or delay in obtaining adequate supplies; (f) weather, earthquake, fire, flood, natural disaster or act of God; (g) riot, civil disorder, war, invasion, hostility (whether war is declared or not) or terrorism threat or act; (h) civil or government calamity; (i) epidemic, pandemic, state, national or international health crisis; and (j) Law or act of a Governmental Authority.

“GDPR” means the General Data Protection Regulation (EU) 2016/679.

“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Orrekie or you, as applicable.

“ICC Rules” means the Rules of Arbitration of the International Chamber of Commerce in effect on the date the applicable arbitration proceeding begins.

“Insolvency Proceeding” means the occurrence of any of the following (or any analogous procedure or step):

(a) as defined in Law, you are unable (or deemed to be unable) to pay your debts;

(b) you are the subject of a petition, resolution, order or any other step in relation to winding up, bankruptcy or equivalent proceedings;

(c) you stop, or threaten to stop, carrying on all or part of your business (except for the purposes of an amalgamation, reconstruction or reorganisation);

(d) you enter into a compulsory or voluntary liquidation, or a liquidator is appointed in relation to you or any of your assets;

(e) you are the subject of a petition for an administration order or an application for such an order, or a notice of intention to appoint an administrator to you is given, or any other step is taken by any individual or entity with a view to the administration of you under Law;

(f) a moratorium is agreed or declared with respect to all or part of your debts;

(g) you enter, or propose to enter, into any compromise or arrangement of your debts with or for the benefit of some or all of your creditors generally, or in respect of a particular type of your debts;

(h) you begin proceedings or negotiations, or propose or agree, to reschedule, readjust or defer your debts;

(i) a liquidator, receiver, administrative receiver, administrator, manager, examiner or other similar officer is appointed in respect of the whole or any part of your assets;

(j) an enforcement of any security over, or an execution, attachment, lien, levy, distress or similar procedure is levied against, any of your assets;

(k) any legal proceeding, corporate action or other procedure or step is taken in connection with appointing an administrator, administrative receiver, receiver, liquidator, manager, examiner, trustee in bankruptcy or other similar officer in relation to you or any of your assets; or (l) where any User Entity or shareholder of a User Entity is subject to any of the events listed in this definition.

“IP Claim” means a Claim made against you by a third party alleging that the Orrekie Services or an Orrekie Mark provided to and used by you in accordance with this Agreement infringes or misappropriates the IP Rights of the third party making the Claim.

“IP Claim Losses” means (a) all amounts finally awarded to the third party making an IP Claim; and (b) all amounts paid to a third party to settle an IP Claim under an agreement approved by Orrekie.

“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.

“Law” means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.

“Mark” means a trademark, service mark, design mark, logo or stylised script.

“Personal Data” means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes “personal data” as defined in the GDPR and “personal information” as defined in the CCPA.

“Privacy Policy” means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party’s Personal Data practices and commitments.

“Protected Data” means (a) all User Information that you provide to Orrekie; and (b) any Personal Data that Orrekie uses when acting as a “Data Processor” (as defined in the Data Processing Agreement) when providing the Services.

“Request for Arbitration” means a request submitted under Article 4 of the ICC Rules.

“Representative” means an individual submitting your application for a Orrekie Account.

“Service” means a service Orrekie (or its Affiliate, as applicable) makes available to you under this Agreement.

“Orrekie Account” means your Orrekie account.

“Orrekie Dashboard” means the interactive user interface through which a Orrekie user may view information about and manage a Orrekie account.

“Orrekie Legal Page” means this Licence Agreement on the Orrekie Website.

“Orrekie Losses” means all amounts awarded to the third party making a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by Orrekie.

“Orrekie Website” means www.orrekie.com.

“Tax” or “Taxes” means any applicable taxes and duties imposed by any Governmental Authority, including sales and use tax, excise tax, gross receipts tax, value-added tax (VAT), goods and services tax (GST) (or equivalent transaction taxes) and withholding tax.

“Update” means a modification, feature enhancement or update to the Services that may or may not require you to take some action, which may include changing your implementation of  or use of the Services.

“User Compliance Information” means information about you that Orrekie requires to comply with Law, and Governmental Authority, and may include information (including Personal Data) about your representatives, beneficial owners, principals and other individuals associated with you or your Orrekie Account.

“User Entity” means an individual or entity that is part of the User Group (including you).

“User Group” means (a) you; (b) any entity or individual that Orrekie reasonably determines is associated with you; and (c) each of your and their Affiliates that has entered into an agreement with Orrekie under which Orrekie provides services.

“User Information” means User Compliance Information and User Financial Information.

“User Party” means you, your Affiliate, or a director, employee or agent of you or your Affiliate.