Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern access to and use of OmniDesk, an enterprise resource planning (ERP) and customer relationship management (CRM) software-as-a-service platform (the "Service"), operated by OmniPrime Development ([Full legal name of the business — to be completed], [Company number / Licensed Dealer (Osek Murshe) number — to be completed], [Registered business address in Israel — to be completed]) ("OmniPrime", "we", "us").

By creating a workspace, accepting an invitation, or otherwise using the Service, you agree to these Terms on behalf of yourself and, where applicable, the organisation you represent (the "Customer"). If you do not agree, do not use the Service.

These Terms incorporate the Privacy Policy, the Data Processing Agreement, the Subscription, Cancellation & Refund Policy, the Acceptable Use Policy, the Service Level Agreement, the Cookie Policy and the Accessibility Statement, each published on this site.

2. Definitions

• "Workspace" — the isolated environment provisioned for a Customer, including its users, settings and data.
• "Administrator" — a user the Customer authorises to manage its Workspace, users, roles and company settings.
• "User" — an individual the Customer invites to its Workspace.
• "Customer Data" — all data, records and files entered into or generated within a Workspace by or for the Customer.
• "Subscription" — the plan, term and fees the Customer selects.

3. Eligibility and accounts

The Service is intended for businesses and professionals. Users must be at least 18 years old and legally able to enter into binding contracts.

Accounts are personal. Users must keep their credentials confidential, use a strong password, and notify us immediately of any unauthorised use. The Customer is responsible for all activity in its Workspace and for the Users it invites, including the roles and permissions it assigns to them.

Information provided at sign-up (company name, tax / registration number, address, contact details) must be accurate, complete and kept up to date.

4. Onboarding, verification and the 48-hour review

After payment is confirmed, the Workspace is activated immediately so the Customer can start using the Service.

Every new Workspace is subject to a verification review that we aim to complete within 48 hours of activation. We may ask for supporting documents (for example, a company registration certificate, a VAT / Licensed Dealer certificate, or proof of the signatory's authority).

If the information provided is found to be false, inaccurate or misleading, if requested documents are not provided within a reasonable time, or if the use appears to breach the law or the Acceptable Use Policy, we may suspend or freeze the Workspace. Where we suspend a Workspace during the review period for these reasons, we will refund the fees paid for it in full, to the original payment method, within 14 days, unless the law requires us to act otherwise (for example, where fraud is suspected).

5. Subscriptions, fees and payment

Plans, prices and included features are as displayed at the time of purchase or as set out in a written order form. Prices are stated in the currency shown and, where required by law, are subject to Value Added Tax at the applicable rate.

Payments are processed by our third-party payment provider (PayMe). We do not receive or store full payment-card details. By paying you also agree to the payment provider's applicable terms.

Recurring subscriptions (monthly or annual) renew automatically at the end of each term until cancelled in accordance with the Subscription, Cancellation & Refund Policy. We will notify Customers in advance of any price change, which will apply from the next renewal.

If a payment fails, we may retry the charge and, after reasonable notice, restrict or suspend the Workspace until the outstanding amount is paid.

Tax invoices / receipts are issued electronically in accordance with Israeli tax law.

6. Licence and restrictions

Subject to these Terms and payment of the fees, we grant the Customer a non-exclusive, non-transferable, non-sublicensable right, during the Subscription term, for its Users to access and use the Service for the Customer's internal business purposes.

• Do not copy, modify, reverse engineer, decompile or attempt to extract the source code of the Service, except to the extent such restriction is prohibited by law.
• Do not resell, sublicense or provide the Service to third parties as a service bureau without our written consent.
• Do not use the Service to build a competing product, or access it by automated means except through interfaces we provide.
• Do not breach or attempt to circumvent security, tenant isolation or access controls.

7. Customer Data

As between the parties, the Customer owns all Customer Data. The Customer is the controller (the "database owner" within the meaning of the Israeli Protection of Privacy Law) of personal data contained in Customer Data, and OmniPrime processes it only as the Customer's processor ("holder") in accordance with the Data Processing Agreement.

The Customer is responsible for the lawfulness of Customer Data and for having all notices, consents and legal bases required to collect it and to have us process it, including under the Protection of Privacy Law, 5741-1981, and, where applicable, the GDPR.

The Customer may export its data at any time during the Subscription. After termination, Customer Data is retained for 30 days to allow export and is then deleted within a further 60 days, except where we are required by law to keep it longer.

8. Availability, support and changes

We will use commercially reasonable efforts to make the Service available as described in the Service Level Agreement. Planned maintenance will be announced in advance where practicable.

We continuously improve the Service and may add, change or remove features. We will not materially reduce the core functionality of a paid Subscription during its current term without notice and, where the change is materially adverse, a right to terminate with a pro-rata refund of prepaid fees.

9. Third-party services

The Service runs on Microsoft Azure and integrates with other providers (for example email delivery and payment processing). Their use is subject to the commitments described in the Privacy Policy and the Data Processing Agreement.

10. Intellectual property

OmniPrime and its licensors own all rights in the Service, including software, design, trademarks (including "OmniDesk") and documentation. Feedback you provide may be used by us without obligation.

11. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to perform under these Terms, except where disclosure is required by law or court order (in which case, where lawful, the other party will be notified).

12. Warranties and disclaimers

We warrant that the Service will perform materially in accordance with its documentation. Except as expressly stated, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, express or implied. Nothing in these Terms excludes any right a consumer has under mandatory consumer-protection law.

13. Limitation of liability

To the maximum extent permitted by law: (a) neither party is liable for indirect, incidental, special or consequential damages, or for loss of profits, revenue or data (other than as a result of our breach of our data-security obligations); and (b) each party's total aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by the Customer for the Service in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot be limited by law, to a party's wilful misconduct or fraud, or to the Customer's payment obligations.

14. Indemnity

The Customer will defend and indemnify OmniPrime against third-party claims arising from Customer Data or from the Customer's or its Users' use of the Service in breach of these Terms or the law, provided we promptly notify the Customer and reasonably cooperate.

15. Term, suspension and termination

These Terms apply for as long as the Customer has a Workspace. Either party may terminate for the other's material breach that is not cured within 14 days of written notice.

We may suspend access immediately where necessary to prevent harm to the Service, other customers or third parties, or where required by law, and will restore access once the cause is resolved.

Cancellation and refunds are governed by the Subscription, Cancellation & Refund Policy.

16. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified by email to Administrators and/or in the Service at least 30 days before they take effect. Continued use after the effective date constitutes acceptance; a Customer that does not accept the changes may terminate before they take effect and receive a pro-rata refund of prepaid fees.

17. Governing law and jurisdiction

These Terms are governed by the laws of the State of Israel, without regard to its conflict-of-laws rules. The competent courts in the Tel Aviv-Jaffa district have exclusive jurisdiction over any dispute arising out of or relating to these Terms, subject to any mandatory right of a consumer to sue in their place of residence.

18. Miscellaneous

If any provision is held unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. The Customer may not assign these Terms without our consent; we may assign them to an affiliate or successor. These Terms are the entire agreement on their subject matter. Notices to OmniPrime should be sent to info@primels.co.il or +972 55 502 7988.

These Terms are written in English. If a Hebrew version is published and there is any inconsistency, the version stated in that publication to prevail will prevail.