Terms and Conditions

Terms and Conditions

TOUREO LTD

1. INTRODUCTION

These Terms and Conditions (“Terms”) govern the use of the TTA software (“TTA”), as well as licensing, support, and IT development services provided by Toureo LTD, a company incorporated and registered in the Republic of Ireland (“Company,” “we,” “us,” or “our”). By accessing, licensing, or using TTA and associated services, the Client (“you,” “your,” or “Customer”) agrees to be bound by these Terms.

2. DEFINITIONS

  • TTA: A proprietary software owned and developed by Toureo LTD.
  • Client: A business entity that licenses or receives support and development services for TTA.
  • License: The rights granted by Toureo LTD to the Client to use TTA under specified conditions.
  • Support Services: Technical assistance, troubleshooting, and maintenance for TTA.
  • IT Development Services: Custom software development, integrations, or modifications related to TTA.
  • Agreement: A binding contract formed upon acceptance of these Terms by the Client.

3. LICENSE TERMS

3.1. Grant of License

Toureo LTD grants the Client a non-exclusive, non-transferable, revocable license to use TTA strictly for business purposes under the agreed terms.

3.2. License Restrictions

The Client shall not:

  • Copy, distribute, sublicense, modify, reverse engineer, or decompile TTA unless permitted by law.
  • Use TTA for unlawful activities or in a manner that disrupts its intended functionality.
  • Assign, transfer, or sub-license TTA to third parties without written consent from Toureo LTD.

3.3. License Fees

The Client agrees to pay all applicable licensing fees as per the agreed payment terms. Failure to pay may result in suspension or termination of the license.

4. SUPPORT SERVICES

4.1. Scope of Support

Toureo LTD provides support services for TTA, including:

  • Technical assistance for software issues.
  • Bug fixes and software patches.
  • System maintenance and updates.

4.2. Exclusions

Support services do not cover:

  • Issues caused by Client’s misuse, unauthorized modifications, or third-party software.
  • Custom development work unless agreed separately.

4.3. Service Level Agreement (SLA)

Support response times and resolution commitments will be outlined in a separate SLA, where applicable.

5. IT DEVELOPMENT SERVICES

5.1. Custom Development

At the Client’s request, Toureo LTD may provide IT development services, including custom modifications, integrations, or enhancements to TTA. The scope, timeline, and fees for such services will be agreed upon separately.

5.2. Intellectual Property (IP) Rights

Unless otherwise agreed in writing:

  • Any custom developments related to TTA remain the intellectual property of Toureo LTD.
  • The Client is granted a non-exclusive right to use any custom modifications.

6. PAYMENT TERMS

6.1. Fees & Invoicing

The Client agrees to pay all fees for licensing, support, and development services as per the agreed pricing structure. All invoices are payable within 7 days from the date of issue.

6.2. Late Payments

Late payments may result in:

  • Suspension of services.
  • Interest charges at a rate of 6% per month on overdue amounts.

7. CONFIDENTIALITY

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the engagement. This obligation extends beyond termination of this Agreement.

8. LIMITATION OF LIABILITY

Toureo LTD shall not be liable for any indirect, incidental, or consequential damages arising from the use of TTA. The total liability of Toureo LTD for any claims shall not exceed the total fees paid by the Client in the last 12 months preceding the claim.

9. TERMINATION

9.1. Termination by Client

The Client may terminate the agreement by providing 90 days written notice, subject to any minimum commitment period.

9.2. Termination by Toureo LTD

Toureo LTD may terminate the agreement if:

  • The Client breaches any Terms and fails to remedy within 30 days.
  • The Client fails to make due payments.

Upon termination, the Client must cease using TTA and delete all copies of the software.

10. GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the Republic of Ireland. Any disputes shall be resolved in the courts of Ireland.

11. MISCELLANEOUS

  • These Terms constitute the entire agreement between the parties.
  • Any amendments must be made in writing and agreed upon by both parties.
  • If any provision is found invalid, the remaining provisions shall remain in effect.

For any questions regarding these Terms, please contact us at [email protected].

Toureo LTD Dublin, Ireland
[email protected]

Terms and Conditions

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