Terms of Service

1Introduction

Welcome to Valutoria Ltd ("Valutoria," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, software, services, and products.

Valutoria Ltd is a UK-registered company providing enterprise software solutions, including ERP systems, custom software development, cloud infrastructure, and business process optimization services.

2Acceptance of Terms

By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our services.

2.1 Agreement Formation

A binding agreement is formed when:

• You create an account on our platform
• You execute a Statement of Work (SOW) or service contract
• You make a payment for our services
• You use our software or access our client portal

2.2 Authority to Agree

By accepting these Terms, you represent that you have the legal authority to bind your organization to these Terms. If you are accepting on behalf of a company or entity, you warrant that you have the necessary authority.

2.3 Age Requirement

Our services are intended for business use. You must be at least 18 years old and have the legal capacity to enter into contracts.

3Our Services

Valutoria provides the following services:

3.1 Enterprise Software Solutions

• ERP Systems: Implementation, customization, and support
• Accounting Software: Financial management solutions
• CRM Systems: Customer relationship management
• Inventory Management: Stock control and warehouse management
• HR Management: Human resources and payroll systems
• POS Systems: Point of sale and retail management

3.2 Custom Development

• Bespoke software development tailored to your needs
• System integration and API development
• Mobile application development
• Web application development

3.3 Cloud Infrastructure

• Cloud hosting and server management
• Database administration and optimization
• Security and backup solutions
• Performance monitoring and scaling

3.4 Consulting Services

• Business process optimization
• Digital transformation strategy
• UK-China-GCC market entry services
• Technology consulting and advisory

3.5 Support and Maintenance

• Technical support (email, phone, chat)
• Software updates and patches
• Bug fixes and troubleshooting
• Training and documentation

4User Accounts and Responsibilities

4.1 Account Creation

To access certain services, you must create an account. You agree to provide accurate, current, and complete information during registration.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your password
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Implementing appropriate security measures (2FA recommended)

4.3 Prohibited Activities

You agree not to:

• Use our services for any unlawful purpose
• Attempt to gain unauthorized access to systems or networks
• Interfere with or disrupt our services
• Reverse engineer, decompile, or disassemble our software (except as permitted by law)
• Share your account credentials with third parties
• Use our services to transmit viruses, malware, or harmful code
• Violate any applicable laws or regulations

4.4 Account Suspension

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent, abusive, or illegal activities.

5Payment Terms and Pricing

5.1 Pricing Structure

Pricing is determined based on project scope, complexity, and deliverables. All prices are quoted in the currency specified in your service contract.

5.2 Payment Schedule

Our standard payment structure for development projects:

• 30% Deposit: Due upon signing of Statement of Work
• 40% Milestone Payment: Due upon completion of agreed milestones
• 30% Final Payment: Due upon project completion and acceptance

For subscription services, payment is typically billed monthly or annually in advance.

5.3 Payment Methods

We accept:

• International: Bank transfer (SWIFT), Visa, Mastercard, PayPal, Stripe
• China: Alipay, WeChat Pay, UnionPay, Bank transfer (CNY)
• Enterprise: Purchase orders, invoicing with net 30 terms (approved clients)

5.4 Late Payments

Payments are due within the timeframe specified in your invoice. Late payments may incur:

• Interest charges of 1.5% per month or the maximum allowed by law
• Suspension of services until payment is received
• Termination of contract for repeated late payments

5.5 Taxes and Fees

Prices are exclusive of all taxes, duties, and fees unless otherwise stated. You are responsible for all applicable taxes (VAT, sales tax, etc.).

5.6 Refund Policy

• Deposits: Non-refundable once work has commenced
• Subscription Services: Refunds available within 14 days of initial subscription (pro-rated)
• Custom Development: Refunds only for undelivered work as per contract terms

6Intellectual Property Rights

6.1 Our Intellectual Property

All content, software, code, designs, and materials on our website and in our products remain the property of Valutoria Ltd unless otherwise stated.

6.2 Custom Development Projects

Client Ownership Model:

• Upon full payment, you own the custom code developed specifically for your project
• We transfer full IP rights including source code, documentation, and designs
• You receive perpetual, royalty-free license to use, modify, and distribute the work
• Open API + MCP: you have complete control

6.3 Pre-existing Components

Custom solutions may include pre-existing components, frameworks, or libraries. These remain subject to their original licenses (typically open-source).

6.4 Valutoria's Portfolio Rights

We retain the right to use project work in our portfolio, case studies, and marketing materials unless otherwise agreed in writing (NDA or confidentiality clause).

6.5 Third-Party Software

Where we implement third-party software (e.g., Odoo, other open-source ERP), licenses are governed by those platforms' terms. We provide guidance on compliance.

7Warranties and Disclaimers

7.1 Our Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• Custom development will substantially conform to agreed specifications
• We have the right to provide the services
• Services will comply with applicable laws

7.2 Warranty Period

• Custom Development: 90-day warranty for bugs and defects
• Implementation Services: 30-day post-go-live support included
• Maintenance Contracts: Ongoing warranty as per SLA

7.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted, error-free, or completely secure.

7.4 Third-Party Software

Third-party software is provided subject to the warranties (if any) of the respective vendors. Valutoria makes no warranties regarding third-party products.

8Limitation of Liability

8.1 Liability Cap

To the maximum extent permitted by law, our total liability for all claims arising from or related to services shall not exceed the amount paid by you for the specific service in the 12 months preceding the claim.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL VALUTORIA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING:

• Loss of profits or revenue
• Loss of business or business opportunities
• Loss of data or corruption of data
• Business interruption
• Loss of goodwill or reputation

This exclusion applies even if we have been advised of the possibility of such damages.

8.3 Exceptions

Limitations do not apply to:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations
• Any liability that cannot be excluded by law

8.4 Your Responsibility

You are responsible for:

• Maintaining backups of your data
• Implementing appropriate security measures
• Testing systems before production use
• Complying with applicable laws and regulations

9Termination

9.1 Termination by You

You may terminate:

• Subscription Services: 30 days' written notice required
• Development Projects: As specified in Statement of Work (typically with payment for work completed)
• Support Contracts: At the end of the current term with 60 days' notice

9.2 Termination by Us

We may terminate immediately if:

• You breach these Terms and fail to remedy within 30 days
• You fail to make payment when due
• You engage in fraudulent or illegal activities
• Your use of services poses security or legal risks

9.3 Effect of Termination

Upon termination:

• You must pay all outstanding fees
• Access to services will be revoked (after data export period)
• We will provide 30 days to export your data
• Confidentiality obligations continue indefinitely
• IP ownership rights transfer as per contract (custom work)

9.4 Data Retention After Termination

• 30 days: Full data export available
• 90 days: Backup retention for recovery
• After 90 days: Data securely deleted (unless legally required to retain)

10Confidentiality

10.1 Definition of Confidential Information

Confidential information includes all non-public information disclosed by one party to the other, including business plans, technical data, customer lists, pricing, trade secrets, and proprietary information.

10.2 Obligations

Both parties agree to:

• Protect confidential information with the same care used for own information
• Not disclose to third parties without prior written consent
• Use confidential information only for purposes of the agreement
• Limit access to employees with a need to know

10.3 Exceptions

Obligations do not apply to information that:

• Is or becomes publicly available through no breach of this agreement
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

10.4 Duration

Confidentiality obligations continue for 5 years after disclosure or indefinitely for trade secrets.

11Governing Law and Dispute Resolution

11.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

11.2 Jurisdiction

The courts of England and Wales have exclusive jurisdiction over any disputes, except where prohibited by local law.

11.3 Dispute Resolution

In the event of a dispute, parties agree to:

1. Negotiation: Attempt good-faith resolution for 30 days
2. Mediation: Submit to mediation if negotiation fails
3. Arbitration/Litigation: As specified in service contract

11.4 International Clients

For clients in China, UAE, or other jurisdictions, specific governing law and dispute resolution may be agreed in individual contracts to comply with local requirements.

12Changes to These Terms

We may update these Terms periodically to reflect changes in our services, legal requirements, or business practices.

12.1 Notification of Changes

When we make material changes, we will:

• Update the "Last Updated" date
• Send email notification to registered users
• Display a prominent notice on our website
• Provide at least 30 days' notice before changes take effect

12.2 Continued Use

Your continued use of services after changes take effect constitutes acceptance of the new Terms. If you do not agree, you must stop using our services.

12.3 Existing Contracts

Changes do not affect existing service contracts unless both parties agree in writing.

13Contact Information

For questions about these Terms, please contact us:

United Kingdom (Headquarters)

Valutoria Ltd
71-75 Shelton Street, Covent Garden
London WC2H 9JQ, United Kingdom

• Email: legal@valutoria.com
• General Inquiries: ceo@valutoria.com

China (WFOE)

北京浩尔特曼科技有限公司
Beijing Haoerteman Technology Co., Ltd.
未来科学城南区, 北京, 中国

• Phone: +86 185 0003 2744
• Email: ceo@valutoria.com