TERMS AND CONDITIONS

Last updated: 8 November 2024

These Terms and Conditions constitute a binding agreement between you (“User”) and the private limited company Toolza Limited, registered and incorporated under the laws of England and Wales with the registered address at 27 Old Gloucester Street, London, England, WC1N 3AX with a registered company number 15282884 (“Toolza Limited”, “Toolza”, “we”, “us” or “our”), and govern your use of our website http://toolza.io (“Website”) and the content, products, and services offered through the Website and Toolza software (collectively with the Website, the “Services”).

Toolza is not a financial advisor nor does it provide accounting services. The information available on the Website and any Services you receive are not intended to constitute financial, accounting, tax, legal, investment, or any other form of professional advice.

1. ACCEPTANCE

Please take the time to carefully review these Terms and Conditions and our Privacy Policy before using this Website and/or our Services. By accessing this Website, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

To accept these Terms and Conditions, you must meet the legal age requirements in your country. We reserve the right to request age verification at any time to ensure compliance with this provision.

We will provide you with the ordered Services promptly, following your acceptance of the Terms and Conditions and confirmation of your payment according to Clause 7.

You can indicate your acceptance in several ways: by checking a designated box and/or clicking a button that signifies your agreement.

If you do not agree with these Terms and Conditions, we kindly ask you to discontinue your use of this Website and our Services.

We recommend checking these Terms and Conditions periodically, as they may have been updated since your last visit. We reserve the right to make changes to the Terms and Conditions at any time and without prior notice. When the updated Terms and Conditions are published, they will take effect. It is your responsibility to check the Terms and Conditions periodically.

2. ABOUT TOOLZA: FUNCTIONALITY, COMPATIBILITY, AND INTEROPERABILITY

Toolza offers a comprehensive software solution designed to manage the basic aspects of any business. Whether you're looking to streamline your finances, simplify lead and sales management, or enhance team collaboration, Toolza provides an integrated platform to meet your needs. With Toolza, you can manage your entire business efficiently and effectively in one place, so that you do not need to waste time and resources searching for individual solutions for various tasks.

Here are some important points about the Toolza software aspects of functionality, compatibility, and interoperability.

Interface Language

Toolza’s User interface is currently available only in English. Users can, however, edit text throughout the Account, allowing them to independently translate interface elements as needed.

Method of Toolza Software Delivery

Toolza provides access to the software through a subscription model. While the subscription is active, Users can stream, view, download, and export files without limitations.

File Types and Size Limits

Supported file formats for download include PDF, JPEG, PNG, SVG, XLS, XLSX, and CSV, with a maximum file size of 64 MB.

Maintenance and Updates

Toolza software is maintained and updated as long as the subscription remains active.

Tracking

Toolza does not perform any tracking, including analytic tracking. However, for cryptocurrency transaction tracking, Users need an on-chain wallet or an account with supported partners. For bank transaction tracking, Users must link their Toolza Account to their bank account.

Internet Connectivity

Toolza requires an internet connection for full functionality. Users are advised to ensure sufficient upload and download speeds for optimal performance.

Software Installation Requirements

Toolza operates directly through a web browser and does not require additional software installation.

Usage Limitations

Subscription payment: Toolza’s functionality is accessible only if the subscription is paid.

Functionality restrictions by subscription level: certain features or functionalities may only be available depending on the subscription package selected.

Device and Operating System Requirements

Toolza is accessible on devices with compatible web browsers. Google Chrome and other supported browsers are recommended, and Users can check Chrome’s hardware requirements here (). It is your responsibility to secure internet access and the necessary equipment to use the Toolza software effectively.

3. USER ROADMAP ON THE WEBSITE

Demo Access

When you visit our Website and choose to schedule a demo by clicking the “Book a Demo” button, you will be redirected to a Calendly link. Here, you will be prompted to enter your details to schedule a call with our representative. Following your submission, a member of our team will reach out to you for the demo session. During the demonstration, we provide the option to record the call for your convenience. After the call concludes, you will receive both a video recording of the conversation and a PDF document outlining the key steps discussed during the demo. Once the demo is complete, you are invited to return to the Website and initiate the self-onboarding process to start using our Services. If you choose to self-onboard, we will use the data you provided during the demo booking, including your first and last name, email address, and any additional comments, to facilitate this process.

Note regarding third-party service providers and websites: Please be aware that the Calendly link you are directed to is an external website that is not owned or controlled by us.

Additionally, Toolza software may integrate with various third-party service providers and websites, including finance wallets. For example, when connecting to services like Binance wallets, you may need to provide API keys for data retrieval. These API keys grant the necessary permissions to access your financial data securely.

As such, these third-party service providers and websites operate under their own separate and independent policies, which are distinct from our Terms and Conditions and Privacy Policy. We strongly encourage you to carefully review the terms and conditions and privacy policies of any external websites you visit to understand how to use them and how your information may be processed and protected. Your use of these external services, including any integrations with finance wallets, is at your own risk. You are solely responsible for reviewing the terms and conditions and privacy policies of external websites.

Please note that you are solely responsible for the payment and settlement of any third-party services integrated within the Toolza software. Toolza disclaims any liability associated with your use of or payment for these third-party services.

Self-Onboarding

If you choose the self-onboarding option, you will be prompted to create an account on the Website ("Account") by entering your first name, last name, and email address. You will also have to create a password. Following this, you will receive an email confirmation regarding your Account creation. Once confirmed, you can immediately begin using the Services.

When creating an Account, you are not required to provide formal documentation about any legal entity for which you create a sub-account using the functional of Toolza software. However, by creating an Account on behalf of a legal entity, you confirm and guarantee that you are a duly authorized representative of that entity and have the legal authority to act on its behalf.

The individual who creates an Account will automatically be considered an Admin, and there may be multiple Admins associated with the Account. Admins act as authorized representatives of you as our client. Any decision or action taken by any Admin will be regarded as your decision or action.

An Admin has the power to add other members as Admins on the Account. Admins can do a lot of actions, including overseeing how the Account is used by themselves and other Users, purchasing Services, managing, monitoring, or changing User actions and permissions, controlling access to, changing, sharing, or deleting any information entered into the Toolza software ("Data"), and assigning specific privileges to other Users.

It is your duty to ensure that all the Users are given the correct Role and have the necessary permissions.

You are entirely responsible for understanding the functionality of Toolza software, including the selection and permissions of Users. This responsibility extends to all Users` (including Admin) actions, such as inviting others, making purchases via the Account, and managing Data entry and usage. Any action taken by Users within your Account is considered authorized by you. Consequently, you agree that we cannot be held liable for any consequences resulting from Users` activities.

You acknowledge and accept that we may ask you to provide information to verify your identity, thereby enhancing the security of your Account.

In case you lose access to an Account or seek information related to it, we retain the right to request any necessary verification or details from you, at our sole discretion, prior to restoring access or disclosing information regarding that Account.

Your creation of an Account on the Website signifies your acceptance of these Terms and Conditions and our Privacy Policy.

Waitlist Registration

Should you wish to join a waitlist, you can fill out a respective form that requires the following information:

  1. First and last name;
  2. Email;
  3. Website;
  4. Number of Employees;
  5. Type of Business;
  6. Which tool do you use for CRM?
  7. Which tool do you use for finance management?
  8. Which tool do you use for financial analytics?
  9. Do you use cryptocurrency in your business?
  10. Do you have more than one legal entity?
  11. Do you need roles for employees?
  12. Do you need financial analytics?
  13. Do you need a self-hosted version?

After submission, you will be added to the waitlist and will receive further communication regarding your status and use of Services.

4. TOOLZA NAVIGATION

In this clause, we outline the core functionalities provided by Toolza software.

We highly recommend scheduling a demo to gain a comprehensive understanding of how these features work and how they can benefit you.

Contacts Section

The Contacts section provides a robust system for managing all your business relationships, from leads to established partners. You can easily categorize contacts into stages like Pending, In Progress, Unqualified, or Partners. This feature is perfect for building and maintaining a comprehensive database of clients, suppliers, customers, affiliates, and other business counterparts.

For each contact, you can:

  1. Store essential contact information
  2. Add detailed notes
  3. Attach relevant documents
  4. Link invoices directly to their contact page
  5. Manage payments and track transaction histories associated with the contact.

By centralizing this information, you can seamlessly organize and oversee your interactions with all business partners in one place.

Team Section

In the Team section, you can effectively manage all information related to your team members and employees. The system allows you to:

  1. Create departments within your company and add pages for employees (using Invite Employee and Add Business Department)
  2. Automatically import data from external files by using customizable templates
  3. Manage access levels for team members through the Role category, ensuring secure access to confidential information
  4. Store and manage payment information linked to your team members for payroll or other compensations.

Finance Section

The Finance section empowers you to manage all financial aspects of your business, including income, expenses, and payroll. This section allows you to:

  1. Record income, expense, and transfer transactions across multiple currencies
  2. View and manage invoices for accounts payable and receivable
  3. Track debit and credit transactions for all business accounts
  4. Maintain an overview of financial health by integrating all related invoices, payments, and balances.

Reports Section

In the Reports section, you can generate detailed financial reports for each wallet or entity managed through the Toolza platform. These reports cover:

  1. Income, expenses, and payroll across all wallets
  2. Balance sheets and cash flow summaries
  3. Historical data for a comprehensive view of financial health.

Structure Section

The Structure section is designed to accommodate complex business models by allowing you to manage multiple entities under one Account. You can:

  1. Create an unlimited number of businesses (using Add Group, Add Business, and Add Entity) and organize them into groups or as separate legal entities
  2. Assign specific accounts for each entity to track cash flow and handle transactions efficiently
  3. Link physical addresses of entities for seamless invoice issuance
  4. Manage accounts in multiple payment institutions or set up cryptocurrency wallets for the entities

Toolza software supports integration with a variety of payment institutions and cryptocurrencies. You can verify which options are available by checking your Toolza account.

Supported currencies: unlimited.

5. DATA

Any data that you upload, input, or store within your Account ("Data") is fully owned and controlled by you. This includes, but is not limited to, the contact information of team members and partners, such as full names, email addresses, phone numbers, job titles, and physical addresses; business entity information including business names, legal structures, and physical addresses; relevant attachments like contracts and agreements; invoice details consisting of invoice numbers, amounts, due dates, and status (paid or unpaid); any other payment information that encompasses transaction records detailing types of transactions (income, expense), amounts, dates, and payment methods; a comprehensive transaction history associated with your Account; employee information for payroll or compensation, which includes full names, email addresses, phone numbers, bank account details, and payment methods; and generated reports. However, Users may input such any other Data via their Accounts, as Toolza software allows for expanded functionality beyond the basic version.

We respect your privacy. All the personal data you provide to us through the Service is governed by our Privacy Policy.

Due to the encryption mechanisms we employ, neither we nor any third parties have access to the Data you store in your Account unless explicitly authorized by you. This encryption ensures that only you can access and manage your Data.

As the software provider, we do not have the ability to view, modify, or access your Data unless required for legitimate technical purposes, such as maintaining Service functionality or resolving support requests, or if legally mandated by applicable laws.

DISCLAIMER: We do not have access to any Data submitted to your Account. We are not responsible for any actions made within your Account.

By submitting any Data into your Account, you represent and warrant that such Data does not infringe upon or violate any patents, copyrights, trademarks, or other intellectual property rights, proprietary rights, or privacy, data protection, or publicity rights of any third party. Furthermore, you agree that the Data submitted complies with all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy and the transfer and exportation of such Data. You also acknowledge that you will not violate any of our policies or the terms governing such Data. Additionally, you are expressly prohibited from downloading and storing sensitive Data in your Account, as doing so may pose security risks and violate applicable laws and agreements. By submitting Data, you accept full responsibility for ensuring compliance with these representations and warranties.

6. USER RESPONSIBILITY FOR CONFIDENTIALITY AND ACCOUNT SECURITY

As a User, you are solely responsible for maintaining the confidentiality and security of your username, password, and any other sensitive information associated with your Account. It is imperative that you take all necessary precautions to protect this information from unauthorized access. This includes but is not limited to, ensuring that your login credentials are not shared with others, using strong and unique passwords, and regularly updating your credentials as necessary.

You agree to monitor all activities that occur within your Account and acknowledge that you are responsible for any actions taken under your Account. If you suspect or become aware of any unauthorized use of your Account or any breach of security, you must immediately notify us of such incidents.

You acknowledge and agree that we will not be held liable for any loss, damage, or liability incurred by you or any third party as a result of unauthorized access and/or use of your Account. This includes but is not limited to financial losses, loss of data, unauthorized transactions, and any other repercussions that may arise from such breaches. It is your responsibility to ensure the security of your Account and to promptly address any issues related to unauthorized access or use.

7. PAYMENT TERMS

Subscription Plans

Our Services are available through various subscription plans, which you can choose to pay on a monthly or annual basis.

Free Trial

  1. When you register for a free trial, you will have access to the Toolza software at no cost for a 14-day period. This trial period will continue until one of the following occurs:
  2. The end of the 14-day trial period (unless you choose to terminate it earlier).
  3. The commencement of your paid subscription period for the Toolza software.
  4. Termination by us at our sole discretion.

Please note that any Data you input into the Toolza software during the trial will be permanently lost unless you either purchase a paid subscription plan for that Account or export the Data before the trial period ends. Additionally, to give you some flexibility, we offer a 30-day grace period after the trial concludes. During this time, you can purchase a subscription, and your Data will be securely retained in your Account. After the 30 days, any remaining Data will be permanently deleted.

Payment Options

Payments for the Services can be made using the payment methods available on the Website.

Transactions are facilitated through a third-party payment service provider, ensuring that your payment details are securely handled. As a result, we do not collect, store, or manage your payment information directly, minimizing your risk and enhancing the security of your financial data. All payment processing is conducted in compliance with industry standards for data protection and privacy.

Please ensure that your payment information is accurate and up to date to avoid any interruptions in Services.

Your payment will be processed securely, and you will receive confirmation of your transaction via email.

If we are unable to process your subscription payment, your access to the Services will be temporarily suspended. Access will be restored as soon as the payment for the Services is successfully completed.

Services Renewal and Cancellation

For your convenience, your subscription will automatically renew at the conclusion of each subscription period (month or year). The renewal charge will be made to the credit card (or other payment method) you last used for payment.

You have the option to update your payment details if you wish to use a different credit card or payment method for the next renewal.

If you do not intend to renew your subscription, you must notify us at least seven days prior to the renewal date. To initiate the subscription cancellation, please contact us at [[email protected]] and provide your account details along with the reason for your cancellation.

If you decide to cancel your subscription during the subscription period, please note that it will not automatically renew for an additional term.

Withdrawal for Services and Refund Policy

To ensure that our Services meet your needs, we offer our clients to schedule a demo. This will allow you to fully explore the features and functionalities of Toolza software before committing to an annual subscription.

In our dedication to comply with applicable legislation, we provide you with a 14-day free trial period to cancel your initial subscription for any reason. During this period, you can use the Toolza software absolutely free of charge. Please be aware that any remaining time in your subscription period is not eligible for a refund after the 14-day free trial period has elapsed.

To initiate the Services withdrawal process, please contact us at [[email protected]] and provide your Account details along with the reason for your cancellation.

Please be aware that, since you are taking advantage of a 14-day free trial, you will not be eligible for a refund. Thank you for your understanding.

Price Changes

We reserve the right to modify the pricing structure for our Services. However, any such increases will not apply until the conclusion of your current subscription period.

Taxes

The fees for your subscription are exclusive of any and all applicable taxes, including but not limited to value-added tax, sales tax, use tax, excise tax, goods, and services tax, and any other levies or duties that may be imposed in relation to the purchase or sale of the Services provided by us (“Taxes”).

If any Taxes apply to your purchase of our Services, they will be added to the total subscription cost as required by local regulations. You are solely responsible for any tax obligations that apply to you under relevant laws, which will be considered additional to your subscription fees. Ensuring compliance with all applicable tax requirements associated with your subscription remains your responsibility.

Sources of Funds

You hereby confirm that all funds utilized to cover the cost of the Services originate from authorized and lawful sources. You assure us that no part of the payment is derived from illegal activities, including but not limited to fraud, money laundering, or any other actions that violate applicable laws and regulations. While we are not obligated to conduct Anti-Money Laundering (AML) checks or take additional measures in accordance with UK Money Laundering Regulations and the EU Money Laundering Directive, it is your responsibility to ensure compliance with these requirements, if necessary, in accordance with the legislation applicable to you.

8. ACCOUNT SUSPENSION AND TERMINATION POLICY

Your Account may be suspended or terminated under the following circumstances:

Non-Payment

If you fail to make timely payments for the Services rendered, your Account may be suspended until payment is received. Repeated non-payment may lead to permanent account termination.

Improper Use

Any misuse of the Toolza software, including but not limited to exploiting vulnerabilities, unauthorized access, or actions that violate these Terms and Conditions, may result in suspension or termination of your Account.

Suspicion of Illegal Activity

Should we receive credible reports or evidence from competent authorities regarding illegal activities associated with your Account, we reserve the right to suspend or terminate your Account in order to comply with applicable laws and regulations.

Inactivity

We reserve the right to terminate your Account in case it remains inactive for a period of 365 days. Inactive accounts are defined as those that have not engaged in any meaningful activity, such as without limitation paying for the subscription.

In the event of account termination due to inactivity, all Data associated with your Account will be permanently deleted. We will provide you with prior notice of such termination, allowing you the opportunity to back up your Data before deletion occurs.

9. INTELLECTUAL PROPERTY

The Services, including the Website, all of its contents, features, and functionality, such as but not limited to software, text, images, audio, video, design elements, and their selection and arrangement, are the exclusive property of Toolza Limited, its licensors, or other providers of such content. These materials are protected by applicable copyright, trademark, patent, trade secret, and other intellectual property laws, both within the jurisdiction where we operate and internationally.

Subject to compliance with these Terms and Conditions, you are granted a limited, non-transferable, non-exclusive license to use the Services solely for your personal or internal business purposes. You may download or print a reasonable number of pages from the Website for your non-commercial use, provided that such copies are not modified or further distributed in any way.

Without our prior written consent, you shall not:

  1. Transfer, sublicense, or resell the Services to any third party.
  2. Disassemble, reverse engineer, or decompile any part of the software, unless explicitly permitted by applicable law.
  3. Use any third-party content, including but not limited to logos, links, or trademarks, without proper authorization from the respective owners.
  4. Modify, reproduce, distribute, publicly display, or create derivative works of any content found on the Website or within the Services.
  5. Remove, alter, or obscure any copyright, trademark, or proprietary notices associated with the Services or related materials.
  6. Use the Services for competitive purposes, including benchmarking, competitive analysis, or to develop any competing product or service.
  7. Provide any service that incorporates or is derived from the Services without our express written approval.

These Terms and Conditions do not transfer any ownership or intellectual property rights to you. All rights, title, and interest in and to the Services, the Website, and any related content remain solely with Toolza Limited and its licensors. Any use of the Services not expressly authorized by these Terms and Conditions is prohibited and may result in termination of your right to access the Services.

The names, logos, product names, service names, and designs related to Toolza Limited, including but not limited to the Toolza name and logo, are trademarks of Toolza Limited or its licensors. All other names, logos, and designs found within the Website are the property of their respective owners. Unauthorized use of any trademarks, logos, or branding is strictly prohibited.

Any violation of the intellectual property rights described in this clause may result in the immediate termination of your access to the Services, along with potential legal action. Upon termination, you must return or destroy any copies of materials you have made, and cease all use of the Services.

10. RESTRICTIONS

When using Toolza software and associated Services, you agree to adhere to the following restrictions. Violating any of them may result in suspension or termination of your Account and potential legal action.

You shall not:

  1. Share your Account credentials with anyone except the authorized Users.
  2. Attempt to bypass any access controls or security measures of the Services, or attempt to gain unauthorized access to the Services, underlying systems, or any associated network.
  3. Use the Services in any manner that could overload, damage, disable, or impair our servers or the performance of the Services, including executing denial-of-service (DoS) attacks or interfering with any other party’s use of the Services.
  4. Upload or transmit any viruses, worms, malware, or harmful code or files designed to disrupt the Services or damage systems.
  5. Interfere with, or attempt to disrupt the integrity, security, or proper operation of the Services or any Data stored within it.
  6. Impersonate another User, create false identities, or otherwise mislead others regarding the origin of communications sent through the Services.
  7. Use the Services to engage in deceptive practices, including distributing false, misleading, or harmful information for fraudulent purposes or personal gain.

Failure to comply with these restrictions may result in the immediate suspension or termination of your access to the Toolza software and associated Services. We reserve the right to pursue any legal remedies available to us in response to such violations, including seeking damages or injunctive relief.

11. WARRANTIES AND RESPONSIBILITIES

While using the Toolza software and associated Services, you warrant and agree to the following:

  1. You agree not to use the Services for any unlawful purposes and will ensure compliance with all applicable laws while using our Website and Services.
  2. You are solely responsible for the content and legality of any Data through your Account, ensuring that such data does not infringe upon or violate any patents, copyrights, trademarks, or other intellectual property rights, as well as privacy, data protection, and publicity rights of any third party. You will not transmit material that is illegal, defamatory, harassing, libelous, invasive of privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, offensive, or otherwise objectionable; that may offend religious sentiments; promote racism; contain viruses, malware, or harmful code; or that infringes on any intellectual property or other rights of others. You also agree not to use the Services to transmit "junk mail," "spam," "chain letters," “phishing” attempts, or any unsolicited mass emails. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe you have engaged in illegal or unauthorized activities.
  3. You hereby confirm that all funds utilized to cover the cost of the Services originate from authorized and lawful sources. You assure us that no part of the payment is derived from illegal activities, including but not limited to fraud, money laundering, or any other actions that violate applicable laws and regulations. While we are not obligated to conduct Anti-Money Laundering (AML) checks or take additional measures in accordance with UK Money Laundering Regulations and the EU Money Laundering Directive, it is your responsibility to ensure compliance with these requirements if necessary.
  4. You must ensure that all Users under your Account comply with this Agreement and relevant laws, acknowledging that you are accountable for the actions of all Users, including Admins, who engage with your Account, such as inviting others, making purchases, and managing Data entry and usage.
  5. We may assume that any communications received under your Account have been made by you or upon your approval and control. Consequently, you will be solely responsible and liable for any losses, damages, liabilities, or expenses incurred by us or any third party resulting from unauthorized usage of your Account, whether by you or any other User on your behalf.
  6. You acknowledge that we will not be liable for any loss, damage, or liability incurred due to unauthorized access or use of your Account, including but not limited to financial losses, Data loss, or unauthorized transactions. It is your responsibility to ensure the security of your Account and to address any unauthorized access or usage issues promptly.
  7. You further undertake to promptly notify us in writing of any unauthorized access or use of your Account or any breach of these Terms and Conditions.
  8. You are responsible for fulfilling any tax liabilities mandated by applicable legislation, which will be added to the subscription fees you are required to pay.

12. DISCLAIMERS AND LIMITATION OF LIABILLITY

Toolza is not a financial advisor nor does it provide accounting services. The information available on the Website and any Services you receive are not intended to constitute financial, accounting, tax, legal, investment, or any other form of advice.

To the fullest extent permitted by applicable law, we and our affiliates shall not be held liable for the accuracy, completeness, or content on our Website or of any external websites linked to our Website, whether through hyperlinks, banner advertisements, or other means. We do not endorse or assume responsibility for the information or materials provided on these external websites. Users are encouraged to exercise their own discretion when visiting linked websites, as we cannot guarantee their reliability or security. Any interactions or transactions that occur on these external websites are solely between the User and the third party, and we are not responsible for any issues that may arise from such interactions.

As our Services can be integrated with many third-party applications, websites, and other resources, access to and use of them may require acceptance of terms of service and privacy policies specific to those applications ("Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using third-party applications, websites, and other resources, and acknowledge and agree that we are not liable for any of them. While we will make reasonable efforts to provide you with advance notice whenever possible, you acknowledge and agree that we may, at any time, in our sole discretion and without prior notice, suspend, restrict, or disable access to, or remove from our Services, any third party application, website, or other resource, without any liability to you, including, without limitation, for any loss of profits, revenue, data, goodwill, or other intangible losses.

To the fullest extent permitted by applicable law, we, our affiliates, licensors, service providers, employees, agents, officers, or directors shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to your use of our Website or Services, including but not limited to any failures, malfunctions, delays, data breaches, or security violations.

Additionally, we are not responsible for any actions taken by Users, including activities conducted by legal entities utilizing Toolza software for their company and financial management. Users remain solely responsible for their actions and any consequences arising therefrom.

If you are utilizing an on-premises version of the software installed on your own servers, you acknowledge that you assume full responsibility for the operation, management, maintenance, and security of your server environment. We shall not be liable for any issues arising from server configuration, performance, or security.

We do not guarantee the speed, reliability, or quality of add-ons and extentions, such as APIs, that are not part of the core functionality of Toolza software. The performance of such add-ons may be influenced by factors outside our control, including network conditions and third-party services.

Your use of the Website, its content, and any Services or items obtained through the Website is at your own risk. The Services are provided on an "as-is" and "as available" basis without any warranties or guarantees of any kind, whether express or implied. While we strive to ensure that the Services are available without interruption, delivered in a timely manner, secure, and free from errors, we cannot guarantee these outcomes.

We are unable to ensure that files downloaded from our Website are virus-free or contain no other harmful code. It is your duty to put in place enough safeguards and checkpoints to guarantee both the correctness of data input and output and your antivirus protection. In order to recover any lost data, you must additionally keep a backup solution that is not related to our Website. We will not be held accountable for any loss or damage resulting from distributed denial-of-service attacks, viruses, or other technologically harmful materials that could affect your computer equipment, programs, data, or other proprietary information as a result of your use of our Website and Services purchased through it, or from downloading materials, to the maximum extent permitted by law.

Toolza expressly disclaims all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. Toolza does not guarantee that the Services will be uninterrupted, timely, secure, or error-free. Any material downloaded or obtained through the use of the Services is done at your own discretion and risk. You are solely responsible for any damage to your computer system, mobile device, or data that may result from using the Services or downloading such material. Furthermore, no advice or information, whether written or oral, obtained by you from Toolza, its employees, or representatives shall create any warranty not expressly stated in the agreement.

To the fullest extent permitted by law, Toolza, along with its affiliates, licensors, service providers, employees, agents, officers, and directors, shall not be liable for any damages of any kind, under any legal theory, arising out of or in connection with your use or inability to use the Website and/or Services, any linked websites, or any content on the Website or those external websites. This includes but is not limited to, direct, indirect, special, incidental, consequential, or punitive damages. Specifically, this may encompass personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, and loss of data. This applies regardless of whether the damages are caused by tort (including negligence), breach of contract, or otherwise, even if such damages were foreseeable.

By using the Toolza software and associated Services, you acknowledge and agree to accept these limitations of liability. You understand that your use of the Toolza software is at your own risk, and you agree to hold us harmless from any claims, damages, or liabilities arising out of your use of the Toolza software and Services.

In no event shall our entire liability to you in respect of our Services exceed the subscription fees paid by you during the twelve (12) months prior to the event giving rise to such liability.

13. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Toolza Limited, along with its affiliates, licensors, service providers, employees, agents, officers, or directors (collectively, the "Indemnified Parties"), from any and all claims, damages, obligations, liabilities, losses, and reasonable expenses or costs (collectively referred to as "Losses") that arise from any third-party claim related to (i) your breach of these Terms and Conditions and/or Privacy Policy; (ii) your usage of our Website, Services, or Toolza software, including any actions made within your Account; (iii) violation by you of any applicable laws and regulations; (iv) violation by you of the rights of any third party, including, but not limited to, intellectual property, privacy, or publicity rights.

14. INDEPENDENT CONTRACTOR

We are acting as an independent contractor. Nothing in these Terms and Conditions and Services provision shall be construed to create a partnership, joint venture, employer-employee, or agency relationship between you and us.

15. FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations under these Terms and Conditions and Privacy Policy if such failure results from a Force Majeure Event.

For the purposes of these Terms and Conditions and Privacy Policy, a "Force Majeure Event" shall include, but not be limited to, acts of God (including earthquakes, floods, hurricanes, or other natural disasters), war (declared or undeclared), terrorism, labor disputes (including strikes or lockouts), government acts, epidemics (including pandemics), or any other events beyond the reasonable control of the affected party.

The party affected by a Force Majeure Event shall promptly notify the other party in writing within seven days of the occurrence of the Force Majeure Event, specifying the nature of the event and the anticipated duration of the inability to perform its obligations.

Upon such notification, the obligations of the affected party shall be suspended for the duration of the Force Majeure Event. The affected party shall make reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for a period of 30 days, either party may terminate these Terms and Conditions and Privacy Policy by providing written notice to the other party.

16. ENTIRE AGREEMENT

These Terms and Conditions together with the Privacy Policy constitute the entire agreement and understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, discussions, understandings, and agreements, whether written or oral, between the parties.

The parties acknowledge that they have not relied on any representations, warranties, or statements made by the other party that are not expressly set forth in this agreement. This clause does not affect any rights or obligations that may have arisen prior to the effective date of this agreement.

17. DISPUTES RESOLUTION AND JURISDICTION

In the event of any dispute, claim, or controversy arising out of or relating to these Terms and Conditions and/or Privacy Policy, or the breach, termination, or validity thereof (hereinafter referred to as a "Dispute"), you agree to attempt to resolve such Dispute amicably through good faith negotiations. In case any of us wish to initiate the Dispute resolution process, it shall provide written notice to the other party, detailing the nature of the Dispute. We shall then engage in discussions and negotiations for a period of no less than thirty days from the date of the written notice, in an effort to reach a mutually satisfactory resolution.

If the Dispute arising out of or relating to these Terms and Conditions and/or Privacy Policy cannot be resolved through negotiation, you agree that the Dispute shall be resolved through the arbitration.

Arbitration Clause

Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions and/or Privacy Policy, including the validity, invalidity, breach, or termination thereof, shall be settled by arbitration in accordance with the Rules of Arbitration of the London Court of International Arbitration (LCIA) which are deemed to be incorporated by reference into this clause.

The seat of arbitration shall be London.

The language of the arbitration shall be English.

The arbitration shall be conducted by a sole arbitrator.

The parties agree that the arbitration and all matters related thereto, including any proceedings, documents, or awards, shall remain confidential.

The arbitration award shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

These Terms and Conditions and Privacy Policy shall be governed by and construed in accordance with the laws of the United Kingdom.

Any legal action or proceeding arising out of or relating to these Terms and Conditions and/or Privacy Policy must be commenced within one year from the date on which the cause of action arose; otherwise, it shall be barred.

18. CONTACT US

If you require technical support, have lost access to your account, wish to lodge a complaint, or suspect any unauthorized use of your account, we are here to assist you. Communication is essential; therefore, we encourage you to reach out to us for any inquiries or issues you may encounter.

You can reach us through the following channels:

Email: [email protected]

Your feedback and inquiries are important to us, and we aim to respond to all communications within 48 hours.