Terms of Service

1. Who you're contracting with

Orizu Studio ("Orizu Studio", "we", "us", "our") is a UK sole-trader business based in London, United Kingdom. You can contact us at orizustudio@gmail.com. In these terms "you" and "your" mean the person or business using the service.

2. The service

Orizu Studio is a software-as-a-service invoicing tool. It lets you create, send, and manage invoices via a web app, a REST API, and a Model Context Protocol (MCP) server for AI agents. The features included with each plan are listed on the pricing page and may change from time to time.

3. Your account

You must be at least 18 years old and able to enter a binding contract to use Orizu Studio. You are responsible for keeping your sign-in credentials and API keys confidential, and for all activity that occurs under your account. Notify us immediately at orizustudio@gmail.com if you suspect unauthorised access.

4. Plans, billing, and cancellation

Subscription fees, billing cycles, and quotas for each plan are shown on the pricing page. By subscribing you authorise us, via Stripe, to charge your chosen payment method at the start of each billing period (monthly or yearly) until you cancel. The Founder (Lifetime) plan is a single one-time payment; it does not auto-renew.

You can cancel a recurring subscription at any time from the Billing page. Cancellation takes effect at the end of the current billing period — you keep access until then.

UK consumers — 14-day cooling-off period

If you are buying as a consumer (not as a business), the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 give you a 14-day cooling-off period from the date you subscribe. Email us within 14 days to cancel and receive a full refund. Important:if you have already begun using the service inside the 14 days (for example, you've generated invoices, made API calls, or downloaded PDFs), you are agreeing under regulation 36 that your cancellation right ceases once the service has been fully performed — this is standard for SaaS.

EU/EEA consumers — 14-day right of withdrawal

If you are a consumer resident in the European Economic Area, Articles 9 and 16(m) of the Consumer Rights Directive (2011/83/EU) give you the same 14-day right of withdrawal from the date of contract, subject to the same digital-services exception — you agree that, once we begin supplying the service at your request and you confirm you understand the withdrawal right ceases once the service is fully performed, no further refund is owed under that right. Outside that exception, write to orizustudio@gmail.com within 14 days and we will refund in full.

US consumers — auto-renewal disclosures

California (Business & Professions Code §17600), Colorado, Illinois, New York, Oregon, Vermont, and several other states have Automatic Renewal Laws (ARL). To the extent any of these apply to you:

• Your recurring Orizu Studio subscription will auto-renew at the end of each billing period (monthly or yearly) at the price shown on the pricing page, until you cancel.
• You can cancel at any time from the Billing page in your dashboard, or by emailing orizustudio@gmail.com. Cancellation takes effect at the end of the current paid period.
• We will email you a renewal reminder where required by your state's ARL.

US consumers generally have no statutory cooling-off period for SaaS subscriptions, but we will refund unused full periods at our discretion in good-faith cases (for example, a clear billing error). Email us within 14 days of the charge for the best chance of a discretionary refund.

Outside the windows above

Paid subscription fees are generally non-refundable outside the windows described above, but we may issue pro-rated refunds at our discretion in cases of extended service outage attributable to us. Statutory rights (under UK Consumer Rights Act 2015, EU Directive 2019/770, or the consumer-protection laws of your US state) are not waived by anything in this section.

5. Acceptable use

You agree not to use Orizu Studio to:

• issue invoices for transactions that are illegal in the UK, in the recipient's jurisdiction, or in any other applicable jurisdiction (including US federal law and the law of your state of residence)
• impersonate another person or business
• send unsolicited bulk email, spam, or fraudulent payment requests (including violations of the CAN-SPAM Act in the US, PECR in the UK, or the EU ePrivacy Directive)
• attempt to reverse-engineer, scrape, or overload the service (including via the API or MCP server)
• upload malware, viruses, or content that infringes anyone else's rights (including copyright, trademark, or right of publicity)
• use the service in violation of US export-control laws (EAR, OFAC sanctions) or UK / EU trade-sanction regimes

We may suspend or terminate accounts that breach these terms, with or without notice depending on the severity of the breach.

6. Your content

You retain all rights to the invoices, client data, and other content you create or upload. You grant us a non-exclusive, royalty-free licence to host, store, and process that content solely as needed to operate the service for you. We will not access your content except for support purposes you request, where required by law, or where reasonably necessary to enforce these terms (e.g. investigating a credible abuse report).

7. Our intellectual property

The Orizu Studio brand, software, design, and documentation are owned by us or licensed to us under copyright, trademark, and (where applicable) patent law of the UK, EU Member States, and the United States. Your subscription gives you the right to use the service; it does not transfer ownership of any of our IP. You may not copy, redistribute, or build a competing product from our codebase.

8. Availability and service levels

We aim for 99.9% monthly uptime but do not formally guarantee it. Planned maintenance will be announced in advance where practical. We are not liable for outages caused by sub-processors (Stripe, Supabase, Vercel, Resend, internet service providers) beyond our reasonable control. This clause does not affect any non-conformity remedies available to consumers under UK Consumer Rights Act 2015, EU Digital Content Directive 2019/770, or US state consumer-protection law.

9. Limitation of liability

Nothing in these terms excludes or limits our liability for:

• death or personal injury caused by our negligence
• fraud or fraudulent misrepresentation
• gross negligence or intentional misconduct (US: per Civil Code §1668 in California and analogous statutes in most other states)
• any other liability that cannot be excluded under applicable law (including under the UK Consumer Rights Act 2015, EU consumer-protection law in your country of residence, or US state consumer-protection statutes)

Subject to the above, our total aggregate liability to you for any claim arising out of or related to the service is limited to the greater of (a) the amount you paid us in the 12 months preceding the claim, or (b) £100 / €100 / $100 (whichever is most generous in your currency). We are not liable for indirect, consequential, incidental, special, exemplary, or punitive losses — including loss of profits, revenue, business, goodwill, or data — even if foreseeable. Some US states do not allow the exclusion of incidental or consequential damages, so parts of this section may not apply to you.

10. Indemnity

You agree to indemnify us against any claim brought by a third party arising from your breach of these terms or your misuse of the service — including, for example, claims related to invoices you issue, content you upload, or use of the service in violation of applicable law. This indemnity does not extend to consumers acting outside their trade, business, or profession where prohibited by mandatory consumer law.

11. Termination

You can close your account at any time from the Account page. We may terminate or suspend your account for material breach of these terms, for non-payment, or if continuing to provide the service would be unlawful. On termination your access ends immediately; data retention follows the schedule in our Privacy Policy.

12. Changes to these terms

We may amend these terms as the service evolves. Material changes will be notified to account holders by email at least 14 days before they take effect. Continued use after the effective date constitutes acceptance. If you don't accept a material change, your remedy is to cancel your subscription before the effective date — we'll refund any pre-paid unused period in that case.

13. Governing law and jurisdiction

These terms and any dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have non-exclusive jurisdiction over any such dispute. The following carve-outs preserve your local consumer-protection rights:

• EU/EEA consumers. Per Article 6 of the Rome I Regulation, the mandatory consumer-protection laws of your country of habitual residence apply where they grant you more protection than English law. Per Articles 17–18 of the Brussels I Recast Regulation, you may bring proceedings in the courts of either your country of residence or England and Wales, and we will only sue you in your country of residence.
• UK consumers resident outside England and Wales (Scotland, Northern Ireland) may bring proceedings in the courts of your home nation as well.
• US consumers. Nothing in these terms waives your rights under the consumer-protection laws of your state of residence, and you may bring proceedings in the courts of your state where applicable law gives you that right. We do not impose a mandatory arbitration clause or class-action waiver.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these terms.

14. Contact

Questions about these terms: orizustudio@gmail.com.