Terms & Conditions

“Platform” means the THOSORO software-as-a-service application, including all modules, integrations, APIs, document generation, e-mail delivery and related services. “Workspace” or “Tenant” means an isolated logical environment provisioned for one Customer. “Authorised User” means an individual to whom the Customer grants access. “Customer Data” means all data, records, documents and content submitted to the Platform by or on behalf of the Customer. “Order” means the subscription, plan, module and integration configuration agreed between the parties.

• THOSORO grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for its internal business purposes for the duration of the subscription, strictly within the modules and integrations activated for its Workspace.
• THOSORO is the provider of the application. Access is provisioned exclusively by THOSORO; there is no self-service registration. THOSORO may modify, add or withdraw features, modules or integrations, provided that no such change materially degrades the core functionality paid for during a paid term.
• No source code, database schema, design or other intellectual property in the Platform is transferred. All rights not expressly granted are reserved by THOSORO.

The Customer is solely responsible for, and warrants that it will:

• keep credentials confidential, enforce multi-factor authentication and immediately revoke access of departing Authorised Users;
• ensure the accuracy, legality and completeness of all Customer Data, including invoices, tax rates, pricing, quotations and customer records;
• not reverse engineer, decompile, penetration-test without written consent, resell, white-label without authorisation, or use the Platform to build a competing product;
• not upload malware, unlawful content, or personal data in categories it is not lawfully entitled to process;
• comply with all applicable tax, accounting, export-control, anti-bribery, sanctions and data-protection law.

THOSORO may suspend a Workspace immediately, without liability, where it reasonably suspects unlawful use, a security threat, non-payment, or a risk to the integrity of the Platform or of other Tenants.

• Each Workspace is logically isolated by row-level security enforced in the database. THOSORO does not disclose one Tenant’s data to another Tenant.
• Where Tenants are affiliated (for example, parent and subsidiary companies) and exchange data between Workspaces, that exchange is made on their own instruction and at their own risk. THOSORO is not a party to, and accepts no liability arising from, any commercial dispute between Tenants, between a Tenant and its own customers, suppliers, employees or authorities.
• The Customer shall indemnify and hold THOSORO harmless against any claim brought by a third party (including another Tenant, its own client, or a data subject) that arises out of the Customer’s data, instructions, configuration or use of the Platform.

Quotations, order confirmations, invoices, purchase orders, PDFs, margins, tax figures and any other output are generated from data and settings supplied or configured by the Customer. THOSORO provides tooling only and gives no accounting, tax, legal or engineering advice. The Customer must verify every document before it is issued externally. THOSORO is not liable for commercial, fiscal or regulatory consequences of documents issued from the Platform.

• Fees are set out in the Order and are charged per plan, per module, per integration and per Authorised User, as applicable.
• All fees are exclusive of VAT and other applicable taxes, are non-cancellable and non-refundable, and are payable within the agreed payment term.
• Late payment accrues statutory commercial interest and reasonable collection costs. THOSORO may suspend access after written notice of overdue amounts.
• THOSORO may adjust pricing with 30 days’ written notice, effective at the next renewal term.

• As between the parties, the Customer owns all Customer Data. THOSORO processes it only to deliver, secure and support the Platform, and on the Customer’s documented instructions.
• The Customer may export its data at any time through the built-in export functions in CSV/Excel and PDF form.
• On termination, THOSORO retains Customer Data for 30 days to allow export, then deletes or irreversibly anonymises it, save where retention is required by law.
• Aggregated, fully de-identified statistics that cannot be attributed to any Customer or individual may be used by THOSORO to operate and improve the Platform.

• By default, Customer Data is stored in THOSORO’s managed, EU-hosted database, logically isolated per Workspace.
• Where separately agreed in the Order, a Customer may run its own dedicated database or deployment on infrastructure it controls (its own cloud account or on-premise server). In that model THOSORO supplies the application only. The Customer is then solely responsible for hosting, availability, encryption at rest, backups, restore testing, patching, network security, retention and lawful processing of the data held in that environment, and THOSORO’s liability for data loss, unavailability or unauthorised access in that environment is excluded to the fullest extent permitted by law.
• THOSORO accesses a self-hosted environment only with the Customer’s explicit, time-limited authorisation for support purposes, and no third party — including any artificial-intelligence or model provider — is granted access to it.
• Every Customer, on either model, may download a complete machine-readable backup of its Workspace at any time from the in-app export tools.

THOSORO maintains the technical and organisational measures described in the Privacy Policy, including encryption in transit and at rest, mandatory multi-factor authentication, database-enforced tenant isolation, least-privilege role-based access, audit logging of privileged actions, signed and time-limited URLs for document access, and backups of the production database.

Security is shared: THOSORO secures the Platform and its hosting; the Customer secures its accounts, devices, user lifecycle, role assignments and the data it chooses to upload. THOSORO does not warrant that the Platform will be uninterrupted, error-free or immune from every attack, and gives no certification-style assurance beyond the measures it actually operates.

THOSORO uses commercially reasonable efforts to keep the Platform available, excluding planned maintenance, emergency maintenance and events outside its reasonable control (including failures of upstream hosting, network, e-mail, mapping/geocoding or payment providers). Unless a separate service-level agreement has been signed, no uptime guarantee, credit or penalty applies.

Optional integrations (for example e-mail delivery, mapping and geocoding, payment or accounting connectors) are provided by third parties under their own terms. Enabling an integration authorises the transfer of the data necessary for it to function. THOSORO is not responsible for the acts, omissions, availability, pricing or data handling of any third-party provider.

Except as expressly stated in this Agreement, the Platform is provided “as is” and “as available”. To the maximum extent permitted by law, THOSORO disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy of output, and uninterrupted operation.

• THOSORO’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), restitution or otherwise, is limited to the total fees actually paid by the Customer to THOSORO in the twelve (12) months immediately preceding the event giving rise to the claim.
• THOSORO is under no circumstances liable for indirect or consequential loss, loss of profit, revenue, contracts, goodwill, anticipated savings, business interruption, reputational harm, mispriced or misissued documents, tax penalties, or loss or corruption of data that the Customer failed to export or verify.
• Nothing in this Agreement excludes liability for fraud, wilful misconduct, death or personal injury, or any liability that cannot lawfully be excluded.
• Any claim must be notified in writing within twelve (12) months of the Customer becoming aware of the underlying facts, failing which the claim is time-barred.

Each party shall keep the other’s non-public information confidential, use it only for the purposes of this Agreement, protect it with no less than reasonable care, and disclose it only to personnel and subprocessors bound by equivalent obligations, or where required by law.

• The Agreement runs for the term stated in the Order and renews automatically for successive equal terms unless terminated with 30 days’ written notice before renewal.
• Either party may terminate immediately for material breach not remedied within 14 days of written notice, or on insolvency of the other party.
• On termination all licences cease, outstanding fees fall due immediately, and clauses 4, 5, 7, 11, 12, 13, 15 and 16 survive.

Neither party is liable for failure caused by events beyond its reasonable control. The Customer may not assign this Agreement without THOSORO’s written consent; THOSORO may assign it as part of a reorganisation or sale of business. THOSORO may amend this Agreement on 30 days’ notice; continued use after the effective date constitutes acceptance.

This Agreement is governed by the laws of the Netherlands, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The parties shall first attempt to resolve any dispute in good faith through senior-level negotiation for 30 days. Failing resolution, the competent court of Amsterdam, the Netherlands, has exclusive jurisdiction. Each party waives any right to participate in a class or representative action. Nothing prevents either party from seeking urgent injunctive relief in any competent court.

Questions about this Agreement: legal@thosoro.com.