Terms of Service

In short

• These Terms are an agreement between Tarleaks ("we") and your business ("you"). They cover the hosted Tarleaks ERP service and, in section 19, self-hosted licences.
• We bill monthly, in arrears, per active user seat. Prices exclude VAT. You get a tax invoice, a receipt when you pay, and a credit note for any refund or correction.
• If an invoice is paid late, we do not cut you off. You get reminders, a grace period and then read-only access. You can always export your data. Paying restores full access at once.
• Your data belongs to you. You are the controller and we are the processor. We never delete your data automatically.
• You must use the service lawfully and follow our Acceptable Use Policy.
• Our liability is limited to 12 months of fees, except where the law does not allow a limit.
• Either of us can end the agreement. If we change these Terms, we tell you first.
• Partners may introduce you to us, but they never change what you pay and have no access to your workspace unless you invite them.
• The agreement is governed by the law named in section 20, and the Arabic version prevails if the two versions differ.

1. About these Terms

1.1 Who we are. Tarleaks, trading as Tarleaks, of United Arab Emirates, VAT registration number (TRN) not yet issued. In these Terms, "we", "us" and "our" mean Tarleaks.

1.2 Who you are. "You" and "your" mean the business or person that creates a workspace or signs a licence, and that is named on our invoices.

1.3 Who accepts. The person who creates the workspace accepts these Terms for you. By accepting, that person confirms that they have authority to bind your business. If they do not, they must not accept.

1.4 What forms the agreement. The agreement between us ("the Agreement") is made up of:

• any order form signed or accepted by both of us (an "Order Form");
• these Terms;
• the Data Processing Agreement at https://tarleaks.com/dpa/ (the "DPA");
• the Payment and Grace Period Policy at https://tarleaks.com/payment-grace/;
• the Refund Policy at https://tarleaks.com/refunds/; and
• the Acceptable Use Policy at https://tarleaks.com/acceptable-use/.

1.5 Our Privacy Policy at https://tarleaks.com/privacy/ explains how we handle the personal data for which we are the controller. It is not part of the Agreement, but we follow it.

1.6 Order of precedence. If documents conflict, this is the order: the Order Form (for commercial details only), then the DPA (for personal data), then these Terms, then the policies.

1.7 Words we use.

• Service means the hosted Tarleaks ERP, including its modules, updates and any support we provide.
• Workspace means your tenant in the Service.
• Account Owner means the person who created the workspace or who was later named as owner. Billing Admin means a user the Account Owner has given billing rights.
• User means a person who uses your workspace, such as an employee, a contractor or an adviser you invite.
• Seat means an active User account in your workspace.
• Your Data means all data, documents and content that you or your Users put into the Service, and the output the Service produces from them.
• Fees means the amounts due under the Agreement, as shown on your Order Form, the pricing shown to you at sign-up or your invoices.
• Licence and Self-Hosted Software have the meaning given in section 19.
• Partner means a third party that we have approved to introduce customers to us.

2. Your account and your users

2.1 You must give us accurate information about your business when you sign up, and keep it up to date. This includes your legal name, address, billing contacts and your VAT registration number (TRN) if you have one.

2.2 The Account Owner controls the workspace. They can add and remove Users, assign roles and name Billing Admins. Please make sure that at least one person with authority is always the Account Owner.

2.3 You are responsible for your Users and for everything done through their accounts. Each User must have their own sign-in. Please do not share passwords.

2.4 Keep sign-in details secure. If you think someone has accessed your workspace without permission, tell us at info@tarleaks.com straight away so that we can help.

2.5 You must be a business or a professional using the Service for business purposes. The Service is not for personal or household use.

3. Seats and Fees

3.1 The Service is billed per Seat. You choose how many Users you have.

3.2 We bill monthly, in arrears. This means you use the Service during a month and we invoice you afterwards.

3.3 Each invoice is based on the peak number of Seats, meaning the highest number of active Seats you had at any one time during that month.

3.4 The price of each Seat depends on the plan shown in your Order Form, at sign-up or on our website at https://tarleaks.com.

3.5 We may change our prices for future months. We will give you reasonable advance notice, normally by e-mail to the Account Owner and in your workspace, before a new price applies to you. A price change will not apply to a month that has already started.

3.6 Fees are shown in the currency on your invoice. Unless the Order Form says otherwise, you pay Fees by the payment methods shown on the invoice and in your workspace.

4. VAT, invoices, receipts and credit notes

4.1 Prices exclude VAT. VAT is added where it applies. In the UAE the rate is 5%. In other countries the rate is the one that applies there. The VAT on each invoice is shown separately.

4.2 We issue a tax invoice for each month, with a sequential number. Where VAT does not apply, or where you must account for it yourself under the law (reverse charge), the invoice says so.

4.3 When we receive your payment, we issue a receipt.

4.4 If we refund or correct an invoice, we issue a credit note. Where VAT is involved, it is a tax credit note, and we issue it within 14 days of the event that gives rise to it.

4.5 You can see your invoices, receipts and credit notes in your workspace under Settings → Billing. We also send them by e-mail to the Account Owner and to the billing contacts you give us.

5. Payment, grace and suspension

5.1 Each invoice is due 14 days after its date (the "due date").

5.2 If an invoice is not paid, we will not cut you off at once. We follow the courtesy steps in our Payment and Grace Period Policy. In summary:

• we send a courtesy reminder 3 days before the due date, a polite notice on the due date, and reminders on days 3 and 7 after it;
• on day 10 after the due date, we send a final notice that states the exact date on which restrictions will start;
• your access stays full until day 14 after the due date (the grace period);
• from the day after the grace period ends, the workspace is read-only. All Users can still sign in, view and export all of their data, and billing and payment keep working. Creating and changing records is paused; and
• from the day after day 30 past the due date, the workspace is suspended. Only the Account Owner or a Billing Admin can sign in, to pay, to see invoices and to export data. Other Users are paused.

5.3 Paying the outstanding balance restores full access immediately, within minutes, at any stage.

5.4 We never delete Your Data automatically. The earliest we can delete Your Data because of non-payment is 120 days after the due date. Even then, we do so only after we have given the Account Owner(s) at least 14 days' written notice, and after a person at Tarleaks has reviewed the account. Records that the law requires us to keep, such as invoices and tax records, are kept for the legally required period. For tax records under UAE VAT rules this is 5 years.

5.5 We charge no late fee, and we do not charge interest on late payments.

5.6 If you dispute an invoice in good faith, write to info@tarleaks.com. While the dispute is open, the disputed amount does not move your account through the steps above. You must still pay the undisputed amount.

5.7 We may agree a longer payment schedule with you in writing, for example in an Order Form. We may also pause the steps on your request while a genuine dispute is being resolved.

6. Your Data

6.1 Your Data belongs to you. We do not acquire any ownership of Your Data.

6.2 You give us permission to host, copy, process and display Your Data only as needed to provide the Service to you, to keep it secure, to give you support and to follow the law.

6.3 You are responsible for Your Data. You must have the right to put it into the Service and to allow us to process it as described in the Agreement. This includes having a legal basis for any personal data, and giving data subjects, for example your employees, the information the law requires.

6.4 We do not sell Your Data. We do not use it for advertising or for any purpose of our own, except where the law requires it.

6.5 We may create statistics about how the Service is used (for example, how many Seats or how many requests) that do not identify you or any person. We may use these statistics to run, bill and improve the Service.

6.6 You are responsible for checking the accuracy of your records, payroll, tax calculations and filings. The Service helps you prepare them but is not accounting, tax, legal or HR advice. You remain responsible for your own filings and compliance, including with labour, payroll and tax law.

7. Data location, export and deletion

7.1 Where Your Data lives. By default, Your Data is hosted by us on the platform that we operate. Where we have enabled it for your account, you may choose instead to keep it in your own database. We decide where our platform is hosted. You can see the locations and the sub-processors we use at https://tarleaks.com/security/.

7.2 We transfer Your Data across borders only as the law allows, as set out in the DPA.

7.3 Export. You can export Your Data in machine-readable formats at any time. This is also true when the workspace is read-only or suspended for non-payment, and after the Agreement has ended, for as long as we hold the data.

7.4 Deletion. We never delete Your Data automatically. If the Agreement ends, we keep Your Data, and keep export available to the Account Owner, until we delete it after at least 14 days' written notice to the Account Owner(s) and review by a person at Tarleaks. You may ask us in writing to delete Your Data earlier. We will do so once we have confirmed that the request comes from the Account Owner.

7.5 Records the law requires. We keep the records that the law requires us to keep, such as invoices and tax records, for the legally required period. For tax records under UAE VAT rules this is 5 years.

8. Data protection

8.1 For personal data in Your Data, you are the controller and we are the processor. We process it under the DPA, which you accept together with these Terms.

8.2 For personal data about your account holders and billing contacts, and for visitors to our website, we are a controller. We handle it under our Privacy Policy.

8.3 We comply with the data protection laws that apply to us. These may include UAE Federal Decree-Law 45/2021 (PDPL), the data protection laws of the DIFC and ADGM where relevant, and the Saudi Personal Data Protection Law for customers in KSA.

8.4 We use appropriate technical and organisational measures to protect Your Data. If we become aware of a personal data breach affecting Your Data, we will tell you without undue delay, and in any case within 72 hours of becoming aware.

9. Acceptable use

9.1 You and your Users must use the Service lawfully and in line with our Acceptable Use Policy at https://tarleaks.com/acceptable-use/.

9.2 In particular, you must not use the Service to break the law, to harm others, to attack or overload the Service, to try to access other customers' data, or to copy or reverse-engineer the Service.

9.3 If we think your use puts the Service or other customers at risk, we may limit or pause the part of the Service involved. Where we can, we will tell you first and give you a chance to fix the problem. In an emergency we may act first and tell you afterwards.

10. Intellectual property

10.1 We and our licensors own the Service, the software, the documentation, our trademarks (including Tarleaks) and all related intellectual property rights.

10.2 We give you a limited, non-exclusive, non-transferable right to use the Service during the term of the Agreement, for your own business purposes, in line with the Agreement.

10.3 You must not sell, rent, sub-license or provide the Service to others as a service of your own, unless we have agreed in writing.

11. Availability and support

11.1 We work to keep the Service available and to fix problems quickly. We do not promise uninterrupted or error-free operation unless an Order Form states a service level.

11.2 We may carry out planned maintenance. Where we can, we will tell you before maintenance that is likely to affect you.

11.3 We provide support through the channels shown in your workspace and on https://tarleaks.com. The level of support depends on your plan or Order Form.

12. Confidentiality

12.1 Each of us may receive confidential information from the other. This includes Your Data, our pricing, technical information and anything marked or reasonably understood to be confidential.

12.2 Each of us must keep the other's confidential information secret, use it only for the Agreement and share it only with people who need it, such as employees, advisers and sub-processors who are bound by confidentiality duties.

12.3 This does not apply to information that is public through no fault of the receiver, that the receiver already knew or received lawfully from someone else, or that the receiver developed independently.

12.4 A party may disclose confidential information where the law, a court or a regulator requires it. Where the law allows, it will tell the other party first.

12.5 These duties continue after the Agreement ends, for as long as the information stays confidential, and for as long as we hold Your Data.

13. Warranties and disclaimers

13.1 We promise that we will provide the Service with reasonable skill and care, and that we will comply with the laws that apply to us in providing it.

13.2 You promise that you have authority to enter into the Agreement, that the information you give us is accurate, and that you will use the Service lawfully.

13.3 Except as stated in the Agreement, and as far as the law allows, we do not make other promises about the Service, for example that it will meet every need you have or that it will be free from every error. The Service is a tool to help you manage your business. We give no assurance that it will produce a particular result for your business.

13.4 Nothing in this section limits rights that you have under law that cannot be excluded.

14. Limits on liability

14.1 Nothing in the Agreement limits or excludes liability that cannot be limited or excluded by law. This includes liability for fraud, for gross negligence or wilful misconduct, and for death or personal injury.

14.2 Subject to 14.1, neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings, arising out of the Agreement.

14.3 Subject to 14.1, the total liability of each of us to the other for all claims arising out of or in connection with the Agreement is limited to the total Fees that you paid or owed to us in the 12 months before the event that gave rise to the claim.

14.4 This section does not limit your duty to pay Fees that are due.

14.5 Nothing in this section limits the rights of data subjects or the powers of regulators under data protection laws.

15. Indemnities

15.1 By you. You will compensate us for losses, damages and costs, including reasonable legal fees, that we suffer because of a claim by a third party arising from: Your Data, your use of the Service in breach of the Agreement or the law, or your breach of section 9.

15.2 By us. We will compensate you for losses, damages and costs, including reasonable legal fees, that you suffer because of a claim by a third party that the Service, as we provide it to you, infringes that party's intellectual property rights. We have no duty under this clause if the claim arises from Your Data, from changes you made, or from use of the Service outside the Agreement.

15.3 Process. The party that wants to rely on an indemnity must tell the other promptly in writing, let the other control the defence and settlement (but without a settlement that admits fault on its behalf without its consent), and give reasonable help at the other's expense.

16. Term, renewal and termination

16.1 Hosted Service. The Agreement starts when you accept these Terms and continues month by month until it is ended under this section. Fees are billed monthly in arrears, so there is no pre-payment to renew.

16.2 Ending by you. You may end the Agreement at any time by telling us in writing or by using the cancellation option in your workspace, where available. The Agreement ends on the date you choose or, if you choose none, at the end of the billing month in which you tell us. You pay the Fees up to the end date.

16.3 Ending by us. We may end the Agreement by giving you reasonable written notice. We will not end the Agreement for non-payment alone before the steps in section 5 and the Payment and Grace Period Policy have been followed.

16.4 Ending for breach. Either of us may end the Agreement by written notice if the other commits a serious breach and, where the breach can be fixed, does not fix it within a reasonable time after written notice. Either of us may end it immediately if the other becomes insolvent or if the law requires it.

16.5 Immediate suspension or termination. We may suspend or end the Agreement immediately, with written notice, if you seriously or repeatedly break section 9, or if your use is unlawful or threatens the security of the Service.

16.6 What happens when it ends.

• You must pay all Fees due up to the end date.
• Your right to use the Service ends, but export stays available as set out in section 7.
• We do not delete Your Data automatically (see 7.4).
• Sections that by their nature continue (for example 6, 7, 10, 12, 14, 15 and 20) continue after the Agreement ends.

17. Changes

17.1 To the Service. We may improve and change the Service. We will not make a change that materially reduces its core function without reasonable notice to you.

17.2 To these Terms and our policies. We may change these Terms, the policies and the DPA, for example because the law, our Service or our business changes. We will give you reasonable advance notice, normally by e-mail to the Account Owner and in your workspace. The notice will say what is changing and when the change takes effect.

17.3 If you do not accept a change that is materially adverse to you, you may end the Agreement before it takes effect, without penalty, by following section 16.2. If you continue to use the Service after the change takes effect, you accept it.

17.4 Changes required by law, or that are favourable to you, may apply immediately.

18. Partners and referrals

18.1 Some customers come to us through a Partner, for example an accountant, a business-setup or PRO consultant, an HR consultancy or an implementer. A Partner is independent. It is not our employee or agent, and it cannot make promises or change the Agreement on our behalf.

18.2 If you arrive through a Partner's link, we place a first-party cookie called tl_ref on your browser for 60 days, so that we know who introduced you. If more than one Partner link is used, the last link wins, unless an approved deal registration exists for your company. At your written request, we may assign or change the Partner linked to your account. Partners may not refer themselves.

18.3 Your price is not affected. You are never charged more or less because of a Partner. You pay us, not the Partner, unless an Order Form says otherwise.

18.4 What the Partner can see. We share with the Partner who introduced you only the following: your company name, your plan and Seat-count band, whether your account is active or suspended (so that the Partner knows the status of its commission), and the invoice totals needed to explain the commission. A Partner has no access to your workspace unless you invite them as a normal User. If you do, they are a User and section 2.3 applies.

18.5 If you receive a refund or credit, the commission that the Partner earned on that amount is reversed. This does not affect your refund.

18.6 You agree that we may share information with the Partner as described in this section. Our Privacy Policy gives more details.

19. Self-hosted licence addendum

19.1 This section applies if you run Tarleaks on your own servers (the "Self-Hosted Software") under a signed licence key (the "Licence"). For a Self-Hosted Licence, the rest of these Terms apply as well, except where this section says otherwise or where they only make sense for the hosted Service.

19.2 Licence grant. We give you a non-exclusive, non-transferable right to install and use the Self-Hosted Software on your own servers, for your own internal business purposes, for the licensed number of users and for the licence period shown in your Licence and Order Form. You must not copy, sub-license, resell or reverse-engineer it, except where the law does not allow us to prevent it.

19.3 Fees. You pay a one-time licence fee and a yearly maintenance and renewal fee. We issue invoices, receipts and credit notes as described in section 4. Invoices are due 14 days after their date. The Refund Policy tells you about refunds.

19.4 Maintenance. While your maintenance is paid, you receive updates and support as set out in the Order Form.

19.5 Licence check. The Self-Hosted Software checks in with us about every 6 hours to confirm that your Licence is valid. If it cannot reach us, it keeps working offline for up to 30 hours. This allowance is part of the signed Licence answer.

19.6 Unpaid renewals. Renewal invoices follow the steps in section 5 and the Payment and Grace Period Policy. If a renewal invoice is unpaid when the grace period ends, the Licence expires on its end date. After that:

• the installation keeps running read-only, so you can still access and export all of your data. We never lock you out of your own data;
• you receive no updates and no support until you renew; and
• you cannot add Seats beyond the licensed number.

19.7 New installations. Fresh installations and re-activations need a valid Licence.

19.8 Your responsibilities. You are responsible for your own servers and their security, your backups, your users and Your Data. We do not host or process Your Data under the Licence, except for data that you send to us, for example for support, which we handle under the DPA.

19.9 Licence key. Keep your licence key confidential and do not share it. We may disable a key that is used outside the Licence.

20. Governing law, disputes and language

20.1 The Agreement and any dispute arising out of or in connection with it are governed by the laws of the Emirate of Dubai and the federal laws of the United Arab Emirates applicable in it.

20.2 If a dispute arises, please first write to us at info@tarleaks.com, and we will both try in good faith to settle it by discussion.

20.3 If we cannot settle it, each of us submits to the exclusive jurisdiction of the courts of Dubai. This does not stop either of us from asking any competent court for urgent relief to protect its rights, and it does not stop us from taking steps to collect undisputed Fees.

20.4 Language. The Agreement is available in English and Arabic. The two versions have the same meaning. If there is a difference between them, the Arabic version prevails.

21. General

21.1 Entire agreement. The Agreement is the whole agreement between us on its subject matter. It replaces earlier discussions and proposals.

21.2 Notices. We may give you notice by e-mail to the Account Owner or a Billing Admin, or in your workspace. You may give us notice at info@tarleaks.com, and about billing at info@tarleaks.com. Notices by e-mail take effect when sent, unless the sender receives an error message.

21.3 Assignment. You may not transfer the Agreement without our written consent. We may transfer it to a company that takes over our business or the Service. We will tell you, and your rights under the Agreement will not be reduced.

21.4 Independent parties. We are independent contractors. Nothing in the Agreement makes us partners, joint venturers, agents or employer and employee.

21.5 Events beyond control. Neither of us is liable for delay or failure caused by events beyond its reasonable control, such as natural disaster, war, government action, or failure of public networks or utilities. This does not excuse a duty to pay money that is due.

21.6 If part is invalid. If a part of the Agreement is held to be invalid or unenforceable, the rest continues, and the parties will replace it with a valid term that is as close as possible to the original intention.

21.7 Anti-bribery and sanctions. Each of us will comply with the anti-bribery, anti-money laundering and sanctions laws that apply to it. You confirm that neither you nor your owners are the target of sanctions that would make the Agreement unlawful.

22. Contact

22.1 General and legal questions, and formal notices: info@tarleaks.com.

22.2 Billing questions and invoice disputes: info@tarleaks.com.

22.3 Privacy and data protection: info@tarleaks.com.

22.4 Our address: United Arab Emirates.

22.5 The latest version of these Terms is always available at https://tarleaks.com/terms/.