Terms of Service

T.01Acceptance and scope

These Terms are an agreement between you and DistriQT ("we", "us"). They govern distriqt.app (the "Site"), including its early-access waitlist, and the DistriQT application made available to customer firms at core.distriqt.app (together, the "Services"). "Customer Data" has the meaning given in our Privacy Policy, which is incorporated into these Terms by reference.

If you access or use the Services on behalf of a firm, you represent that you have authority to bind that firm, and "you" refers to the firm as well as to you individually.

T.02Order of precedence

Where a customer firm has entered into a written agreement with us — a subscription agreement, order form or similar instrument — that agreement and these Terms together govern the firm's use of the Services. To the extent of any conflict, the signed agreement prevails over these Terms, and these Terms prevail over the Privacy Policy.

T.03The waitlist

Joining the waitlist constitutes a request for early access. It is not a purchase, a reservation, or a promise of a place in any cohort; it creates no obligation on either party. We extend invitations at our discretion, and you may request removal at any time.

T.04Pre-release information

Descriptions of the product on the Site reflect its state at the time of writing. The product is pre-release: scope, module names and details may change before general availability. Content on the Site is provided for information only and does not constitute an offer, a specification, or advice of any kind.

T.05Accounts and access

Access to the application is provisioned per firm. The firm is responsible for the accuracy of the account information it provides, for maintaining the confidentiality of credentials, for all activity occurring under its accounts, and for the acts and omissions of the users it enrols. The firm shall notify us promptly of any unauthorised access or use.

T.06Right to use the Services

Subject to these Terms and to any written agreement, we grant the firm a non-exclusive, non-transferable, revocable right to access and use the Services during the applicable term, for the firm's internal business operations, within the scope, modules and user limits provisioned for it.

T.07Restrictions

Except as expressly permitted, you shall not:

• copy, modify, translate or create derivative works of the Services, or reverse engineer, decompile or otherwise attempt to derive their source code, except to the extent a law expressly permits despite this restriction;
• rent, lease, resell, sublicense, distribute or otherwise make the Services available to any third party, or operate them on a service-bureau or timesharing basis;
• access the Services by automated means, or scrape, harvest or bulk-extract data from them, other than through interfaces we provide for the purpose;
• probe, scan or test the vulnerability of the Services, circumvent access controls or usage limits, or interfere with their operation or with other customers' use;
• use the Services to develop a competing product, or publish or disclose performance benchmarks of the Services without our prior written consent;
• submit to the Services any information you do not have the right to submit, or any material that is unlawful, infringing or malicious (including code intended to disrupt or compromise systems); or
• submit contact addresses to the Site's forms that are not yours to give, or bulk-submit those forms.

T.08Customer Data and privacy

As between the firm and us, Customer Data belongs to the firm. The firm grants us the rights to host, process, transmit, display and otherwise use Customer Data as necessary to provide the Services and as described in the Privacy Policy — including the preparation, use and commercial exploitation of aggregated and de-identified information as set out in section P.04 of the Privacy Policy, and, where the firm opts into a programme described in section P.05, the sharing that programme entails.

Our collection, use, disclosure and retention of information is described in the Privacy Policy. By using the Services, the firm acknowledges the practices described there.

Certain features of the Services use artificial-intelligence and machine-learning models. Where the firm enables such features, it agrees that its Customer Data may be used to develop, train, fine-tune, evaluate and operate the models that provide them, as described in section P.11 of the Privacy Policy. A model trained to serve one firm is not made available to another in a form that would reveal the first firm's identifiable Customer Data; any model whose benefits are shared beyond a single firm is trained on aggregated or de-identified data, or is made available to a third party only under a programme the firm has opted into.

T.09Customer responsibilities for submitted records

The firm is responsible for the accuracy, quality and legality of Customer Data and for the means by which it was acquired. The firm represents and warrants that it holds all rights, permissions and consents required to submit the records it keeps in the Services — including personal information relating to its staff, its channel parties and their personnel, and the persons its field team visits — and to permit the processing described in these Terms and the Privacy Policy, including notice to its staff that the field application records visits, movement and location.

T.10Intellectual property

The Services — including their software, design, text, interfaces, and the DistriQT name and marks — are owned by us or our licensors, and are protected by intellectual-property laws. No rights are granted except as expressly stated in these Terms. You may link to the Site freely; you may not copy its content or use our marks in a manner suggesting a relationship that does not exist, without our written permission.

If you provide suggestions or feedback regarding the Services, we may use them without restriction or obligation to you.

T.11Fees

Use of the application may be subject to fees, as set out in the firm's written agreement or order form. Unless stated otherwise there, fees are exclusive of applicable taxes, which are the firm's responsibility. We may suspend access for non-payment after reasonable notice.

T.12Suspension and termination

We may suspend access to the Services, in whole or in part, where reasonably necessary to address a security risk, a material or repeated breach of these Terms, unlawful use, or non-payment. Termination of a firm's subscription is governed by its written agreement; use of the Site may be terminated by either side at any time.

On termination or expiry of a firm's subscription, the firm may export its Customer Data as described in the Privacy Policy, following which the firm's identifiable data is deleted in accordance with the retention terms there. Provisions of these Terms which by their nature should survive — including T.08 through T.10 and T.13 through T.16 — survive termination.

T.13Disclaimers

The Services are provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the Services will be uninterrupted, timely, secure or error-free.

The Services record, organise and analyse information the firm and its team put into them. They do not constitute financial, credit, legal or professional advice. Decisions taken on the basis of the Services' outputs — including decisions about credit, dealers, pricing and personnel — are the firm's alone.

T.14Limitation of liability

To the maximum extent permitted by law: neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill or data, however arising; and our aggregate liability arising out of or relating to the Services is limited to the fees paid by the firm for the Services in the twelve months preceding the event giving rise to the claim or, where no fees were paid, to a nominal sum. Nothing in these Terms limits liability that applicable law does not permit to be limited.

T.15Indemnity

The firm shall defend and indemnify us against claims, damages and reasonable costs arising from: Customer Data, including claims by persons described in it that its collection, submission or processing violated their rights; the firm's use of the Services in breach of these Terms or of applicable law; or a breach of the representations in T.09.

T.16Changes to the Services and to these Terms

We may modify the Services as the product evolves, provided the modification does not materially reduce the core functionality of a paid subscription during its term. We may revise these Terms from time to time; the current version, with its effective date, is always available at this address. We will give account-holding firms reasonable notice of material changes, by email or within the product. Continued use of the Services after a change takes effect constitutes acceptance of the revised Terms.

T.17General provisions

These Terms, together with the Privacy Policy and any written agreement between the firm and us, constitute the entire agreement regarding the Services and supersede prior discussions. The firm may not assign these Terms without our written consent; we may assign them to an affiliate or successor in interest. Failure to enforce a provision is not a waiver of it. If a provision is held unenforceable, the remainder continues in effect. Neither party is liable for delay or failure caused by events beyond its reasonable control. Notices to us go to the contact address below; notices to a firm go to its registered account contacts.

T.18Governing law and contact

These Terms are governed by the laws of Nepal, and the courts of Nepal have jurisdiction over disputes arising from them. Questions and notices may be directed to hello@distriqt.app.