Terms of Service

1. The agreement

These Terms of Service ("Terms") are a legal agreement between TenviaOS, a division of New Venture Management ("TenviaOS", "we", "us"), and the individual or organisation using our website or subscribing to one of our platforms: Tenvia Coworks, Tenvia Build, or Tenvia PM (each a "Platform", together the "Service").

By accessing the website, creating an account, or using a Platform, you agree to these Terms. If you do not agree, do not use the Service. If you accept these Terms on behalf of an organisation, you confirm you have authority to bind that organisation, and "you" means that organisation.

Where a signed written agreement or order form exists between us that conflicts with these Terms, that agreement takes precedence for the matters it covers.

2. The service

We provide access to the Service on a subscription basis. What you receive is set out in your order, your selected plan, and the documentation we make available.

We may change, add, or remove features. We will not make a change that materially reduces the core functionality of a Platform during a paid subscription term without giving you reasonable notice and, if you object to the change, the option to cancel and receive a pro-rated refund of prepaid fees for the unused portion of the term.

Some Platforms are described on our website as in development or coming soon. Nothing on our website, in a roadmap, or in a sales discussion is a commitment to deliver a specific feature by a specific date. Do not subscribe in reliance on functionality that does not exist yet.

3. Accounts and users

• You must provide accurate account information and keep it current.
• You are responsible for the security of your account credentials, and for all activity that occurs under your account.
• You may invite staff users. You are responsible for their compliance with these Terms.
• Credentials must not be shared between individuals. Each user needs their own login.
• Tell us promptly through the contact form if you believe your account has been compromised.
• You must be at least the age of majority in your jurisdiction and legally able to enter a contract.

4. Acceptable use

You must not, and must not permit any user to:

• Use the Service in breach of any applicable law, or to infringe anyone's rights.
• Upload malicious code, or anything designed to disrupt or damage the Service.
• Attempt to gain unauthorised access to the Service, another tenant's data, or our infrastructure.
• Probe, scan, or test the security of the Service without our written permission.
• Reverse engineer, decompile, or attempt to derive the source code of the Service, except where that restriction is prohibited by law.
• Resell, sublicense, or provide the Service to a third party as a service bureau, unless your agreement with us expressly permits it.
• Use automated means to extract data from the Service beyond the interfaces we provide.
• Place an unreasonable load on the Service, or interfere with another customer's use of it.
• Upload personal information you do not have a lawful basis to process.

5. Your data

Ownership. You own the data you and your users put into the Service ("Your Data"). We claim no ownership of it.

Our licence. You grant us a limited licence to host, copy, transmit, display, and process Your Data solely to provide and support the Service, to keep it secure, and as you otherwise instruct.

Your responsibility. You are responsible for Your Data: its accuracy, its legality, and having the right to put it into the Service. If Your Data includes personal information about other people, you are responsible for having a lawful basis to collect and process it, and for meeting your own obligations to those individuals.

Privacy. Our handling of personal information is described in our Privacy Policy. For personal information within Your Data, you are the controller and we are the processor.

Export. You may export Your Data while your subscription is active. Following termination, we will make Your Data available for export for 30 days. After that period we may delete it, and we are not obliged to retain it.

Aggregated data. We may generate anonymised, aggregated statistics about how the Service is used, and use them to operate and improve our products. Such statistics will not identify you, your users, or any individual, and will not include Your Data in an identifiable form.

6. Fees and payment

• Fees are those set out in your order or on our pricing page at the time you subscribe.
• Subscription fees are charged per location, in advance, on the billing cycle you select.
• Unless stated otherwise, fees are exclusive of applicable taxes, which are added where required.
• Payment is processed by a third-party payment processor. We do not store full card numbers.
• Fees paid are non-refundable except where these Terms expressly say otherwise, or where required by law.
• We may change pricing. A change to your subscription fee takes effect at your next renewal, and we will give at least 30 days' notice before that renewal.
• If payment fails, we may retry, and we may suspend access if an invoice stays unpaid after we have given notice and a reasonable opportunity to fix it.

7. Term, renewal, cancellation

Your subscription starts on the date access is provisioned and continues for the term selected. Unless your order says otherwise, subscriptions renew automatically for successive terms of the same length.

You may cancel at any time through your account or by contacting us. Cancellation takes effect at the end of your current paid term. You keep access until then, and you are not charged for the following term. Cancelling part way through a paid term does not entitle you to a refund of that term's fees unless these Terms say otherwise.

8. Trials and early access

We may offer trials, pilots, early access, or founding-customer arrangements. Where we do:

• Access may be free or discounted, and may be limited in duration or scope.
• Early access software may contain defects, may change substantially, and may not be feature-complete.
• We may modify or withdraw early access at any time.
• Early access is provided "as is", without any warranty, and without any service level commitment.
• Do not rely on early access software for operations you cannot afford to have interrupted, and keep your own records.

9. Availability and support

We aim to keep the Service available and to provide support during our normal business hours. Unless a separate service level agreement is in place, we do not commit to a specific uptime percentage or response time.

We may carry out maintenance that temporarily interrupts access. Where maintenance is planned and likely to be disruptive, we will try to give advance notice and to schedule it outside normal business hours.

10. Intellectual property

The Service, including all software, interfaces, documentation, designs, trade marks, and the TenviaOS and Tenvia names and logos, is owned by TenviaOS or our licensors, and is protected by intellectual property law. Nothing in these Terms transfers any of those rights to you.

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term for your internal business purposes.

If you send us suggestions or feedback about the Service, we may use them without restriction and without owing you anything.

11. Confidentiality

Each party may receive information from the other that is marked confidential or would reasonably be understood to be confidential. The receiving party will protect it with at least reasonable care, use it only for the purposes of this agreement, and not disclose it except to personnel and advisers who need it and are bound by comparable obligations.

These obligations do not apply to information that is public through no fault of the receiving party, was already known to it without a duty of confidence, is independently developed, or is lawfully obtained from a third party. Disclosure required by law is permitted, provided the disclosing party is given notice where legally allowed.

12. Third-party services

The Service may integrate with or link to third-party products, including payment processors, email delivery services, and hosting providers. Those services are governed by their own terms and privacy policies. We are not responsible for third-party services, and their availability is outside our control.

13. Warranties and disclaimers

Each party warrants it has the authority to enter this agreement. We warrant that we will provide the Service with reasonable skill and care.

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that the Service will be uninterrupted, error-free, or that it will meet your requirements, or that defects will be corrected.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, some of the above exclusions may not apply to you, and you may have rights that these Terms cannot limit.

14. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or lost or corrupted data, however caused and under any theory of liability, even if advised of the possibility.
• Each party's total aggregate liability arising out of or relating to this agreement is limited to the amount you paid us for the Service in the 12 months immediately before the event giving rise to the claim.

These limits do not apply to: your obligation to pay fees due; either party's liability for death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law.

You are responsible for maintaining your own backups of Your Data. Our liability for loss of data is subject to the limits in this section.

15. Indemnity

You will defend and indemnify TenviaOS against third-party claims, and any resulting losses, damages, and reasonable legal costs, arising from: Your Data; your use of the Service in breach of these Terms or applicable law; or your infringement of a third party's rights. We will notify you of any such claim, give you control of the defence, and provide reasonable cooperation at your expense.

16. Suspension and termination

We may suspend or terminate access if: you materially breach these Terms and do not cure the breach within 30 days of written notice; fees remain unpaid after notice and a reasonable opportunity to pay; or your use poses a security risk or may cause harm to us, the Service, or another customer. Where the risk is immediate, we may suspend first and give notice promptly afterwards.

Either party may terminate for convenience at the end of the then-current subscription term by giving notice before renewal.

On termination, your right to use the Service ends. Sections covering your data export window, intellectual property, confidentiality, warranties, liability, indemnity, and governing law survive termination.

17. Changes to these terms

We may update these Terms. We will change the effective date at the top of this page, and for material changes we will give reasonable notice before they take effect, by email to account holders, or by a notice in the Service. Continuing to use the Service after a change takes effect means you accept the updated Terms. If you do not accept them, stop using the Service and cancel your subscription.

18. General

• Entire agreement. These Terms, together with any order form and our Privacy Policy, are the entire agreement between us on this subject and supersede prior discussions.
• Severability. If a provision is held unenforceable, the rest remains in force and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Assignment. You may not assign this agreement without our written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control.
• Notices. We may give notice by email to your account contact or by posting in the Service. You may give notice through the contact form.
• Relationship. Nothing here creates a partnership, joint venture, agency, or employment relationship.

19. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

If you are a consumer resident elsewhere, you may have the benefit of mandatory rules of your local law that this section cannot override.

20. Contact

Questions about these Terms go through the contact form. Tell us it is a legal matter and we will route it to the right person.