Terms of Service
iShopping Inc. — the Oktium platform
Effective from the date shown on this page. Applies to every Business that subscribes to Oktium.
These Terms are a contract between iShopping Inc., a corporation incorporated in Delaware, United States ("we", "us", "Oktium"), and the business that subscribes to the Oktium service ("you", "the Business").
They govern your use of Oktium. They do not govern what you sell to your own customers — that relationship is yours, and Section 11 explains where you stand.
1. Definitions
Account — one Business on Oktium, including every Branch and Seller inside it. Branch — a location, team or storefront inside your Account. Seller — a person in your Account who can take calls. Seat — one Seller able to take one live call at a time. Seats are concurrency, not headcount. Customer — a person who calls you through Oktium. Your customer, not ours. Customer Data — everything you and your Customers put into Oktium: call records, customer records, orders, catalogue, and the content of calls where you record them. Commerce — the optional add-on that lets you take orders and payment during a call.
2. Who is agreeing
You must be 18 or older, or the age of majority where you live.
The person who signs up is agreeing on behalf of the Business, and states that they have authority to bind it. If you are signing up for an employer, the employer is the Business and is bound by these Terms. Where the person who signed up leaves, the Business keeps the Account.
You must give us your full legal name, a current address, a valid email address, and whatever else the signup needs. We use the email address you give us as the main way of reaching you.
You are responsible for keeping your credentials secure, and for what happens under your Account.
3. What Oktium does, and what it does not do
Oktium is software. It puts a button on your website, connects a Customer to one of your Sellers on a video call, and gives you the tools to answer their question and, if you have Commerce, take the order in the same call.
We are not a party to anything you sell. We are not a marketplace, we are not the merchant of record, and we do not vet your goods or services. Your contract with your Customer is yours alone.
We do not touch your money. Payments from your Customers go directly to you through your own payment provider, under that provider's terms and fee schedule. We never receive, hold or transmit funds for your sales. Your provider's fees are billed by your provider, not by us.
Calls are connected directly between your Seller and your Customer. In the ordinary case the picture and sound of a call do not pass through our systems and are not stored by us.
4. Your Account and what you may do with it
You may use Oktium for your own business. You may not:
- use it for anything unlawful, or in a way that breaks the law where you or your Customer is;
- resell, sublicense, or give access to anyone outside your Business, except your own Sellers;
- copy, reverse-engineer, or attempt to derive the source of the service;
- upload malicious code, or anything that interferes with the service or another Account;
- use it to harass, deceive, or defraud anyone; or
- misrepresent who you are, or the nature of what you sell.
You are responsible for everything uploaded under your Account, and for what your Sellers do.
5. Sellers, seats and availability
Seller accounts are unlimited on every plan. What you buy is the number of Sellers who can be available at the same time. You may add and remove Sellers freely; you are billed on seats, not on people.
6. Your data
Your Customer Data is yours. We claim no ownership of it. You grant us only the licence we need to run the service for you: to host it, process it, display it back to you, transmit it as the service requires, and back it up.
You can export your data at any time while your Account is active, in the formats the service provides.
We use aggregated, de-identified information about how the service is used to operate and improve it. This never identifies you, your Sellers, or your Customers, and we do not sell it.
7. Fees and billing
7.1 Prices are those published at oktium.com/pricing, or those in your signed order form if you have one.
7.2 Fees are billed monthly in advance in the currency you chose when you set up your first Branch. Commerce is billed per Account and is never multiplied by seats or Branches.
7.3 Prices exclude VAT, sales tax and other applicable taxes, which we add where we are required to collect them. Where you are required to withhold tax, the amount payable to us is grossed up so we receive what we would have received without the withholding.
7.4 Your 14-day trial starts when your first Seller goes online, not when you sign up. Everything is included while it runs.
7.5 Subscriptions renew automatically each month until cancelled. You may cancel at any time; your plan runs to the next billing date and part-months are not refunded.
7.6 We may change prices. We will give you at least 30 days' notice by email before a change takes effect, and the change applies from your next billing date after that notice. If you do not want to continue at the new price, you may cancel before it takes effect.
7.7 If payment fails, we will tell you and give you 14 days to fix it before we suspend the Account. Suspension does not delete your data.
7.8 Onboarding, connectors and custom integration work are quoted separately as one-off services.
8. Calls, recording and consent
You decide whether to record or transcribe calls. Recording is off unless you turn it on.
Where you turn it on, you are responsible for obtaining any consent the law requires, from every participant, before recording starts. Many places require the consent of everyone on a call, and some make it a criminal offence to record without it. Oktium gives you the tools — an in-call request the Customer must accept, a record of the answer — but we cannot give consent on your behalf and we do not check that you have it.
You are responsible for telling your Customers what you do with recordings, and for handling them lawfully once you have them.
9. Data protection
Where we handle personal data on your behalf, you are the controller and we are the processor. Our Data Processing Agreement sets out what we do with it, who our sub-processors are, how data is transferred, and what we do in a security incident. It is incorporated into these Terms and forms part of them.
Where we decide ourselves what to do with data — keeping the platform secure, preventing fraud, meeting our own legal and tax obligations, and running our relationship with you — we act as our own controller, and our Privacy Policy explains that.
You are responsible for having a lawful basis for the personal data you put into Oktium, and for telling your own Customers what happens to it.
10. Confidentiality
Each of us may learn things about the other that are not public. Neither will use them for anything except performing this contract, or disclose them except to people who need to know and are under the same duty. This does not cover information that is already public, was already known, is independently developed, or must be disclosed by law — and where the law compels disclosure, we will tell you first unless we are forbidden to.
11. Policy templates are not legal advice
Oktium can supply template Terms of Sale, Privacy, Cancellation and Refund, and Shipping and Returns policies for you to publish to your own Customers.
These are templates, not legal advice. We are not your lawyer.
They are drafted against the general consumer law of a small number of jurisdictions and are supplied *as is*. They may not fit your business, your products, or the places you sell into, and the law changes. You are responsible for having them reviewed by your own counsel and for confirming they meet the law that applies to you. You may edit them, replace them with your own, or decline to use them.
To the fullest extent the law permits, we are not liable for any loss you suffer from using a template we supplied, and you will indemnify us against claims from your Customers about the terms on which you sold to them.
12. Intellectual property
Oktium, the platform, and everything in it except your Customer Data is ours or our licensors'. You get a non-exclusive, non-transferable right to use it while you are subscribed, and nothing more.
If you give us feedback or suggestions, we may use them without owing you anything.
You keep everything you own — your brand, your catalogue, your content.
13. Suspension, termination and what happens to your data
13.1 You may cancel at any time. Your plan runs to the next billing date.
13.2 We may suspend an Account immediately where it is being used unlawfully, where it threatens the security or operation of the service, or where we are required to by law. We will tell you why, and restore it once the cause is resolved.
13.3 Otherwise, if you breach these Terms we will tell you what the problem is and give you 30 days to fix it before we terminate. We will not terminate a paying Account without notice and an opportunity to put things right.
13.4 Either of us may terminate for convenience on 30 days' notice. If we terminate for convenience, we refund the unused part of any prepaid period.
13.5 After termination your data remains available for export for 30 days. After that we delete it, except where we must keep records by law — those follow the retention periods in our Privacy Policy and are not accessible to you.
14. Availability and support
We aim to keep Oktium available and to fix problems promptly, but we do not promise uninterrupted service on standard plans. We may need to take the service down for maintenance, and we will give notice where we reasonably can.
Support is by email for all paying Accounts. Enterprise Accounts may have an agreed service level and a named contact; where you have one, it prevails over this Section.
15. Warranties and disclaimer
We warrant that we will provide the service with reasonable skill and care, and that we have the right to license it to you.
EXCEPT AS STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not warrant that the service will be uninterrupted or error-free, or that it will meet a requirement we have not agreed in writing.
16. Limitation of liability
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE OR DATA, ARISING OUT OF THESE TERMS.
OUR TOTAL LIABILITY IN ANY 12-MONTH PERIOD IS LIMITED TO THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AROSE.
These limits do not apply to: your obligation to pay fees; either party's breach of Section 10; our indemnity in Section 17; fraud or wilful misconduct; death or personal injury caused by negligence; or any liability that cannot be limited by law.
17. Indemnities
We indemnify you against a third-party claim that the Oktium platform infringes their intellectual property, provided you tell us promptly, let us control the defence, and cooperate. If the platform becomes subject to such a claim, we may modify it, obtain a licence, or terminate and refund the unused prepaid period.
You indemnify us against claims arising from your Customer Data, from what you sell, from the terms on which you sell it, from your recording of calls, and from your breach of Section 4.
18. Changes to these Terms
We may change these Terms. For any material change we will give you at least 30 days' notice by email before it takes effect, and we will tell you what changed.
Changes apply from the effective date shown. If you do not accept a material change, you may cancel before it takes effect and we will refund the unused part of any prepaid period. Continuing to use Oktium after that date means you accept the change.
We keep every published version, and the version you accepted at signup is recorded against your Account.
19. Governing law and disputes
These Terms are governed by the law of the State of Delaware, United States, without regard to its conflict-of-laws rules, and the state and federal courts located in Delaware have jurisdiction.
If your Business is established in the European Union, the European Economic Area, the United Kingdom or Switzerland, nothing in this Section deprives you of the protection of any provision of the law of your own country that cannot be departed from by agreement, and you may bring proceedings in the courts of your own country.
Before starting proceedings, please contact us at [email protected] and give us a fair chance to resolve the matter.
20. General
Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.
Force majeure. Neither of us is liable for a failure to perform caused by something beyond our reasonable control.
Severability. If any provision is unenforceable, the rest stands.
Waiver. Not enforcing a provision once does not waive it.
Notices. We write to the email address on your Account. You write to [email protected].
Entire agreement. These Terms, the Data Processing Agreement, the Privacy Policy, and any order form you have signed are the whole agreement between us about Oktium, and replace anything said beforehand.
Questions about these Terms: [email protected]