Terms of Use & EULA

1. Acceptance of Terms

These Terms of Use and End-User License Agreement ("Agreement") form a legally binding contract between you or the entity you represent ("Customer", "you") and Tutsin Consulting sp. z o.o., a company incorporated in Poland (Marszałkowska 107, 00-110 Warsaw), the developer and provider of CustPortal365 ("Tutsin", "we", "us").

By accessing or using CustPortal365, whether as a hosted SaaS service or as software delivered under a project engagement, you confirm that:

• You have read, understood, and agree to be bound by this Agreement.
• You have the authority to enter into this Agreement on behalf of the Customer if acting as an employee, officer, or agent.
• The applicable Delivery Model (Section 3) and any associated Order Form or Statement of Work govern the specific scope of rights granted.

If you do not agree to this Agreement, do not access or use CustPortal365.

2. Definitions

• "Service" — the CustPortal365 web application, APIs, documentation, and any updates or new features, regardless of delivery model.
• "SaaS Delivery" — a delivery model in which Tutsin hosts and operates the Service on behalf of the Customer; the Customer accesses it via a web browser without receiving software components.
• "Project Delivery" — a delivery model in which Tutsin delivers the Deliverables to the Customer under a Statement of Work, enabling the Customer to self-host the Service.
• "Deliverables" — source code, compiled binaries, configuration files, database migration scripts, and associated documentation delivered to the Customer under a Project Delivery engagement.
• "Statement of Work" (SOW) — a written document agreed between the parties specifying the scope, timeline, fees, and terms applicable to a Project Delivery engagement.
• "Subscription" — a time-limited right to access the Service under a SaaS Delivery model.
• "Customer Data" — all data submitted to, or generated by, the Service on behalf of the Customer, including invoice records, payment transactions, and user information.
• "End Users" — employees, contractors, or customers of the Customer who access the Service.
• "Microsoft Dynamics 365" — the ERP/CRM platform operated by Microsoft Corporation to which the Service connects.
• "Payment Processor" — a third-party payment service provider (currently Adyen N.V. or Braintree, a PayPal service) used to process credit card and bank transfer payments.

3. Delivery Models

CustPortal365 is available under two delivery models. The applicable model is specified in the Order Form, Microsoft AppSource listing, or Statement of Work agreed between the parties. Each model carries a distinct set of rights and obligations as described in Sections 4 and 5.

The two models may be combined — for example, an initial Project Delivery engagement followed by an ongoing SaaS-style support and update retainer — in which case both Sections 4 and 5 apply to their respective components as specified in the SOW.

4. SaaS Subscription License

This section applies only when the agreed Delivery Model is SaaS Subscription (Model A).

4.1 License Grant

Subject to this Agreement and timely payment of applicable fees, Tutsin grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service via a web interface solely for the Customer's internal business purposes during the Subscription term.

4.2 No Software Delivery

Under SaaS Delivery, no source code, compiled binaries, database schemas, or other software components are transferred or licensed to the Customer. The Customer's rights are limited to access through the hosted interface.

4.3 Service Availability

Tutsin will use commercially reasonable efforts to maintain Service availability. Planned maintenance windows will be communicated in advance. Uptime commitments, if any, are specified in a separate Service Level Agreement (SLA).

4.4 Updates and Changes

Tutsin may modify, update, or discontinue features of the Service at any time. Material changes that adversely affect the Customer's use of the Service will be communicated with at least 30 days' prior notice.

5. Project Delivery & Source Code License

This section applies only when the agreed Delivery Model is Project Delivery (Model B).

5.1 Deliverables

Under a Project Delivery engagement, Tutsin will deliver the Deliverables to the Customer as specified in the applicable Statement of Work. Delivery milestones, acceptance criteria, and handover procedures are defined in the SOW.

5.2 Source Code License Grant

Upon full payment of all applicable project fees, Tutsin grants the Customer a perpetual, non-exclusive, non-transferable license to:

• Use, install, and operate the Deliverables on infrastructure owned or controlled by the Customer.
• Modify the source code for the Customer's own internal business purposes.
• Create derivative works based on the Deliverables solely for the Customer's own internal use.

This license is limited to the specific version of the Deliverables delivered under the SOW. Future versions, updates, or new features developed by Tutsin are not included unless covered by a separate agreement or support retainer.

5.3 Intellectual Property Ownership

Unless the SOW explicitly states otherwise in writing, Tutsin retains all intellectual property rights in and to the Deliverables, including the source code, underlying frameworks, architecture, and any pre-existing or reusable components. The license granted in Section 5.2 is a license to use, not a transfer of ownership.

Where the SOW explicitly provides for full IP transfer, ownership of the Deliverables passes to the Customer upon receipt of full payment, subject to any retained rights in pre-existing Tutsin tooling or third-party components identified in the SOW.

5.4 Restrictions on Delivered Source Code

Unless the SOW explicitly permits otherwise, the Customer must not:

• Sublicense, sell, resell, or otherwise commercialise the Deliverables or any derivative work to third parties.
• Use the Deliverables to create a competing product or service offered to third parties.
• Remove or alter any copyright notices, attribution statements, or proprietary markings within the source code.

5.5 Self-Hosting Responsibility

Under Project Delivery, the Customer assumes full responsibility for:

• Provisioning, securing, and maintaining the hosting infrastructure.
• Applying operating system, framework, and dependency security patches.
• Database backups and disaster recovery.
• Compliance with applicable data protection laws in the jurisdiction where the software is hosted.
• Renewing and managing third-party licences and API credentials (e.g., Adyen, Microsoft Dynamics 365, Microsoft Entra ID).

5.6 Post-Delivery Support

Project Delivery does not include ongoing support, maintenance, or updates unless a separate support retainer or maintenance agreement is signed. Tutsin offers optional post-delivery support engagements; contact sales@tutsin.co for details.

6. Restrictions

The following restrictions apply under both delivery models unless an exception is explicitly granted in writing by Tutsin:

• No unauthorised commercialisation: The Customer must not sublicense, sell, resell, transfer, assign, or otherwise commercialise CustPortal365 or any component thereof to third parties.
• No competing products: The Customer must not use CustPortal365 to develop or operate a product or service that competes directly with CustPortal365.
• No reverse engineering (SaaS only): Under SaaS Delivery, the Customer must not reverse-engineer, decompile, disassemble, or attempt to derive the source code of the hosted Service.
• No removal of proprietary notices: The Customer must not remove, alter, or obscure any copyright notices, trademarks, or attribution statements within the Service or Deliverables.
• No automated abuse: The Customer must not use automated scripts, bots, or scrapers to access the Service in a manner that materially exceeds normal usage patterns or disrupts service for other customers.
• No unlawful use: The Customer must not use CustPortal365 for any purpose that violates applicable laws, including financial regulations and anti-money-laundering requirements.
• No malicious content: The Customer must not transmit malware, viruses, or harmful code through the Service or Deliverables.
• No unauthorised access: The Customer must not attempt to gain unauthorised access to any part of the Service, related servers, or connected networks.

7. Fees & Payment

7.1 SaaS Subscription Fees

Subscription fees are as set out in the Order Form or Microsoft AppSource listing. Subscriptions are billed in advance on a monthly or annual basis. Annual subscriptions are non-refundable except where required by applicable law.

7.2 Project Delivery Fees

Project fees are as specified in the applicable Statement of Work, payable on a fixed-price, milestone, or time-and-materials basis as agreed. Tutsin will invoice the Customer according to the payment schedule in the SOW.

7.3 General Payment Terms

All fees are quoted exclusive of VAT and other applicable taxes, which the Customer is responsible for paying. Invoices are due within 30 days of issue unless otherwise specified in the SOW or Order Form.

7.4 Late Payment

Tutsin reserves the right to suspend access to the Service (SaaS) or withhold Deliverables (Project Delivery) if payment is overdue by more than 14 days, after written notice to the Customer. Statutory interest on late payments may apply under Polish law.

7.5 Price Changes (SaaS)

Tutsin may change SaaS subscription fees with at least 30 days' prior written notice. Continued use of the Service after the effective date constitutes acceptance of the revised fees.

8. Customer Data

8.1 Ownership

The Customer retains all rights, title, and interest in and to Customer Data. Tutsin does not claim ownership of Customer Data.

8.2 Licence to Process (SaaS)

Under SaaS Delivery, the Customer grants Tutsin a limited licence to host, process, and transmit Customer Data solely to the extent necessary to provide, maintain, and improve the Service.

8.3 Data Processing & GDPR

Where Tutsin processes personal data on behalf of the Customer under SaaS Delivery, Tutsin acts as a data processor and the Customer acts as the data controller under Regulation (EU) 2016/679 (GDPR). A Data Processing Agreement (DPA) is available upon request and forms part of this Agreement when executed.

Under Project Delivery, once the Deliverables are handed over and the Customer operates the software on their own infrastructure, the Customer is solely responsible for all data processing activities and GDPR compliance.

8.4 Data Security

Tutsin implements appropriate technical and organisational measures to protect Customer Data held under SaaS Delivery. Under Project Delivery, the Customer is responsible for data security on their own infrastructure.

8.5 Data Export & Deletion (SaaS)

Upon request, Tutsin will provide an export of Customer Data in a machine-readable format within 30 days. Upon termination of a SaaS Subscription, Customer Data will be retained for 90 days and then permanently deleted, unless otherwise required by law.

9. Intellectual Property

Subject to any explicit IP transfer clause in a Statement of Work (see Section 5.3), CustPortal365, including all software, source code, algorithms, designs, trademarks, and documentation, is and remains the exclusive property of Tutsin Consulting sp. z o.o. and its licensors.

Nothing in this Agreement transfers ownership of any intellectual property rights to the Customer except where the SOW explicitly provides for such transfer and full payment has been received.

Feedback, suggestions, or ideas provided by the Customer regarding the Service or Deliverables may be used by Tutsin without restriction or compensation, unless specifically agreed otherwise in writing.

10. Third-Party Services

CustPortal365 integrates with or depends on the following third-party platforms. The Customer is responsible for maintaining valid licences and credentials for each:

• Microsoft Dynamics 365 — subject to Microsoft's licensing terms. The Customer must hold a valid Dynamics 365 Finance, F&O, or Business Central licence as applicable.
• Adyen N.V. / Braintree (PayPal) — payment processing is subject to those providers' terms and applicable payment card network rules. CustPortal365 does not store full payment card data.
• Microsoft Azure — hosting infrastructure under SaaS Delivery is subject to Microsoft Azure's SLA. Under Project Delivery, the Customer provisions and manages their own Azure (or equivalent) environment.
• Microsoft Entra ID / Google OAuth — authentication providers used for secure sign-in, subject to their respective terms of service.

Tutsin is not responsible for the availability, performance, pricing changes, or policy changes of third-party services, under either delivery model.

11. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Tutsin expressly disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement.

Tutsin does not warrant that the Service or Deliverables will be error-free, uninterrupted, or free from harmful components, or that all defects will be corrected.

Tutsin does not guarantee the accuracy of data synchronised from Microsoft Dynamics 365. The Customer is responsible for verifying the accuracy of any financial data used for business decisions.

Under Project Delivery, the Customer acknowledges that operating self-hosted software involves inherent risks, and the Customer is solely responsible for managing those risks on their own infrastructure.

12. Limitation of Liability

To the maximum extent permitted by applicable law:

• SaaS Delivery: Tutsin's total cumulative liability for all claims arising under or related to a SaaS Subscription shall not exceed the total fees paid by the Customer in the twelve (12) months immediately preceding the claim.
• Project Delivery: Tutsin's total cumulative liability for all claims arising under or related to a Project Delivery engagement shall not exceed the total project fees paid by the Customer under the applicable Statement of Work.
• In either case, Tutsin shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under Polish or EU law.

13. Termination

13.1 Termination of SaaS Subscription

The Customer may terminate a SaaS Subscription at the end of any billing period by providing at least 30 days' prior written notice. No refunds are provided for prepaid annual subscription periods.

13.2 Termination of Project Delivery Engagement

Either party may terminate a Project Delivery engagement in accordance with the termination provisions of the applicable Statement of Work. If no SOW termination clause applies, either party may terminate upon 30 days' written notice. The Customer shall pay for all work completed up to the effective termination date.

13.3 Termination for Cause

Tutsin may terminate this Agreement or any engagement immediately upon written notice if the Customer:

• Materially breaches this Agreement and fails to cure such breach within 14 days of notice.
• Fails to pay any undisputed amount due and fails to cure such failure within 14 days of notice.
• Becomes insolvent, enters administration, or is subject to liquidation proceedings.

13.4 Effect of Termination

Upon termination of a SaaS Subscription, the Customer's access to the hosted Service ceases immediately. Upon termination of a Project Delivery engagement prior to handover, Tutsin retains all Deliverables unless otherwise agreed. Sections 8.5, 9, 11, 12, 14, and 16 survive termination of any engagement.

14. Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Warsaw, Poland.

For Customers who are consumers resident in the European Union, mandatory consumer protection rights under the law of the Customer's country of residence are not affected.

15. Changes to These Terms

Tutsin reserves the right to update these Terms at any time. Material changes will be communicated by email to the primary account contact at least 30 days before taking effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

For active Project Delivery engagements governed by a Statement of Work, changes to these Terms do not affect the rights and obligations set out in the applicable SOW unless both parties agree in writing.

The most current version is always available at custportal365.com/terms-of-use.html.

16. Contact

For any questions about this Agreement, to request a Statement of Work, or to discuss a Project Delivery engagement, please contact:

Tutsin Consulting sp. z o.o.
Marszałkowska 107, 00-110 Warsaw, Poland
Email: sales@tutsin.co