1. Introduction

 

These Terms of Service ("Terms" or "Agreement") govern your access to and use of services provided by ToucaTech Ltd. ("ToucaTech," "we," "us," or "our"). This Agreement applies to all users ("you," "your," or "Customer") who access or use our ERP solutions, website, or any associated services ("Services"). By accessing or using our Services, including creating an account, subscribing, requesting a demo, or contacting us, you agree to comply with these Terms.

 

2. Acceptance of Terms

 

By undertaking any of the following actions, you demonstrate that you have read, understood, and agree to these Terms:

• Creating an account on or through any platform operated by ToucaTech.

• Clicking a box indicating acceptance of these Terms.

• Executing an order form that references this Agreement.

• Signing this Agreement, whether digitally or physically.

 

If you do not agree to these Terms, please refrain from using our Services. In addition to these Terms, you may be subject to additional guidelines or rules applicable to specific parts of the Service, which may be posted from time to time. In the event of a conflict, those specific terms will govern.

 

3. Definitions

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3.1. "Authorized User" means any person authorized by the Customer to access and use the Services under the Customer’s account.

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3.2. "Service Level Agreement" (SLA) refers to any additional terms and conditions applicable to support and maintenance of our ERP system, incorporated herein by reference.

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3.3. "Order Form" means any document, whether digital or physical, that specifies the Services to be provided by ToucaTech under this Agreement.

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3.4. "End User" refers to the Customer who uses our ERP system and owns the rights to the software, including the right to resell it.

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3.5. "Instance" means a single installation or configuration of ToucaTech's ERP system.

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4. Access and Use of Services

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4.1. Usage Rights

 

ToucaTech grants you a non-exclusive, non-transferable right to access and use the Services in accordance with the terms set out in this Agreement and any applicable Order Form.

 

4.2. Usage Limits

 

ToucaTech reserves the right to impose reasonable technical or usage limits, such as storage space, bandwidth, or number of instances,

to maintain the integrity and performance of our Services.

 

4.3. Modifications
 

ToucaTech may update, change, or discontinue any part of the Services at its discretion, with or without prior notice, provided that such changes do not materially reduce the functionality of the Services.

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4.4. Service Availability

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We strive to maintain high availability of our Services. However, you acknowledge that interruptions may occur due to maintenance, updates, or circumstances beyond our control. ToucaTech is not liable for any unavailability of the Services.

5. Customer Responsibilities

 

5.1. Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to immediately notify ToucaTech of any unauthorized use of your account or any other security breach.

 

5.2. Compliance with Laws

 

You agree to use the Services only in compliance with all applicable laws, including data protection, intellectual property, and export control laws. You shall not use the Services to upload, transmit, or store any content that is illegal, harmful, or violates third-party rights.

 

5.3. Payment Terms

 

You agree to pay all fees specified in the applicable Order Form. All payments are due in accordance with the payment terms outlined therein. Failure to make timely payments may result in suspension or termination of Services.

 

5.4. Third-Party Content and Services

 

ToucaTech may provide access to third-party content, websites, or services that are not under our control. You acknowledge that ToucaTech is not responsible for the availability, content, or practices of such third-party services.

 

6. Intellectual Property Rights

 

6.1 Ownership and License

 

All intellectual property rights in the Services, including but not limited to software, documentation, and trademarks, are owned by ToucaTech or its licensors. You are granted a limited license to use the Services as specified in this Agreement. This license does not include the right to resell, redistribute, or sublicense the Services except as explicitly permitted.

 

6.2 End User Code Ownership and Resale Rights

 

ToucaTech grants the End User full ownership of the ERP system code developed by ToucaTech. This ownership includes the right to modify, distribute, and resell the software, subject to the following conditions:

• Resale Standards: You must represent the software accurately and in accordance with ToucaTech’s brand and quality standards.

• Support Obligations: Resellers are responsible for providing first-line support to their customers unless otherwise agreed in writing with ToucaTech.

• Compliance: Resold services must comply with all applicable laws and ToucaTech’s guidelines, as provided in this Agreement.

 

6.3. Restrictions

 

You shall not (i) reverse engineer, decompile, or disassemble the software, (ii) use the Services to create competing products, or (iii) use the Services in any manner that infringes or misappropriates third-party intellectual property rights.

 

7. Support Services

 

7.1. Scope of Support

 

ToucaTech provides support services as specified in the applicable SLA or Order Form. Support may include assistance with system setup, troubleshooting, and bug fixes. ToucaTech does not provide support for third-party modifications or unsupported configurations.

 

7.2. Support Requests

 

Support requests can be submitted through the designated support channels provided by ToucaTech. We strive to respond promptly, but response times may vary based on the nature and complexity of the request.

 

7.3. Limitations of Support

Support is provided for standard product features and configurations. ToucaTech does not guarantee support for customizations unless explicitly agreed upon in the Order Form.

 

8. Data Security and Privacy

 

8.1. Data Protection

 

ToucaTech implements appropriate technical and organizational measures to protect your personal data in accordance with our Privacy Policy. However, you acknowledge that no security measures are perfect, and ToucaTech cannot guarantee absolute security.

 

8.2. Data Backup

 

ToucaTech performs regular backups of your data as part of our hosting services. However, you are responsible for maintaining your own backups of critical data. ToucaTech is not liable for any data loss that occurs beyond our control.

 

8.3. Data Ownership and Deletion

 

You own the data you submit to the Services. Upon termination of the Services, you have the right to request the deletion or export of your data, subject to any legal or compliance requirements.

 

9. Warranties and Disclaimers

 

9.1. Limited Warranty

 

ToucaTech warrants that the Services will perform substantially as described in the documentation. However, ToucaTech does not guarantee that the Services will be error-free, uninterrupted, or meet all of your specific needs.

 

9.2. Disclaimer of Warranties

 

Except as expressly provided herein, the Services are provided "as is" without any warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

10. Limitation of Liability

 

10.1. Limitation of Damages

 

To the maximum extent permitted by law, ToucaTech shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, arising from or related to the use of the Services.

 

10.2. Aggregate Liability

 

ToucaTech's total liability for any claim under these Terms shall not exceed the amount paid by you for the Services in the twelve (12) months preceding the event giving rise to the liability.

 

11. Indemnification

 

You agree to indemnify and hold harmless ToucaTech, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, violation of these Terms, or infringement of any third-party rights.

 

12. Confidentiality

 

12.1. Definition

 

"Confidential Information" refers to all non-public information disclosed by one party to the other that is marked or otherwise identified as confidential, or that reasonably should be understood to be confidential given the nature of the information.

 

12.2. Obligations

 

Each party agrees to use the Confidential Information of the other party solely for the purposes of performing under this Agreement and to protect such information from unauthorized use or disclosure with the same degree of care as it uses to protect its own confidential information.

 

12.3. Exceptions

 

Confidential Information does not include information that (i) is publicly available through no fault of the receiving party, (ii) was rightfully known by the receiving party without confidentiality obligations, (iii) was independently developed by the receiving party, or (iv) is required to be disclosed by law.

 

13. Term and Termination

13.1. Term

 

This Agreement commences on the date you accept these Terms and continues until terminated by either party in accordance with this section.

 

13.2. Termination for Convenience

 

Either party may terminate this Agreement or any Service upon thirty (30) days’ written notice to the other party.

 

13.3. Termination for Cause

 

Either party may terminate this Agreement immediately if the other party breaches a material provision of these Terms and fails to cure the breach within thirty (30) days after receiving written notice.

 

13.4. Effect of Termination

 

Upon termination, your right to use the Services will cease, and ToucaTech will retain your data for a period specified in our data retention policy before deletion.

 

14. Governing Law and Dispute Resolution

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14.1. Governing Law

 

This Agreement shall be governed by and construed in accordance with the laws of Cyprus, without regard to its conflict of law principles.

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14.2. Dispute Resolution

 

Any disputes arising under this Agreement shall be resolved through binding arbitration in Cyprus, in accordance with the rules of the Cyprus Arbitration Association. The language of arbitration shall be English.

 

15. General Provisions

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15.1. Entire Agreement

 

These Terms, along with any applicable Order Forms and SLAs, constitute the entire agreement between you and ToucaTech regarding the Services and supersede all prior agreements.

 

15.2. Amendments

 

ToucaTech reserves the right to modify these Terms at any time. We will notify you of any significant changes by updating the "Last Updated" date and posting the revised Terms on our website. Continued use of the Services after changes become effective constitutes your acceptance of the new Terms.

 

15.3. Assignment

 

You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of ToucaTech. ToucaTech may assign its rights and obligations under this Agreement without your consent.

 

15.4. Severability

 

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

 

15.5. Force Majeure

 

ToucaTech shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, and labor disputes.

 

15.6. No Waiver

 

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.

 

15.7. Contact Information

 

For any questions or concerns regarding these Terms or the Services, please contact us at:

 

Email: [email protected]

Postal Address:
ToucaTech Ltd
Petraki Kyprianou, 20
Royal Bay Oroklini Complex
House 14, 7040, Oroklini, Larnaca, Cyprus

Company Phone Number: +35796097052

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