01Acceptance of these terms
These Terms of Service (the “Terms”) are a legal agreement between you and Tonomous.IO (“Tonomous”, “we”, “us”, “our”) governing access to and use of the Nuvio platform, the website at tonomous.io, and all related software, APIs, applications and services (together, the “Services”).
By accessing or using the Services — or by signing an order that references these Terms — you agree to be bound by them. If you are entering into the Terms on behalf of an organisation, you confirm you are authorised to bind that organisation. If you do not agree, do not use the Services.
02Definitions
- Client: the venue, operator or business that subscribes to the Services under an order.
- Order: an order form, statement of work or online sign-up that specifies the modules, term, fees and any deployment options (including Sovereign Stack residency).
- Guest: an end customer of a Client who transacts or interacts through the Services.
- Client Data: data a Client or its Guests submit to or generate through the Services.
- Authorized Users: individuals a Client permits to access the Services on its behalf.
03Eligibility & accounts
The Services are intended for businesses and their Authorized Users, who must be at least 18 years old. You are responsible for the accuracy of account information, for maintaining the confidentiality of credentials, and for all activity under your account. Notify us promptly of any unauthorised use. We may suspend accounts that appear compromised or that pose a security risk.
04Access & the order
Subject to these Terms and payment of applicable fees, we grant the Client a non-exclusive, non-transferable, revocable right to access and use the Services during the term for its internal business purposes. The specific modules, capacity, deployment region and commercial terms are set out in the applicable Order. Where an Order conflicts with these Terms, the Order controls for the subject it addresses.
05Acceptable use
You agree not to, and not to permit others to:
- Use the Services unlawfully, or in breach of applicable ticketing, consumer, payment or data-protection rules;
- Copy, modify, reverse-engineer, or create derivative works of the Services except as permitted by law;
- Resell, sublicense or provide the Services to third parties except as expressly allowed in an Order;
- Interfere with, overload, or attempt to gain unauthorised access to the Services or related systems;
- Upload malicious code, or data you have no right to submit;
- Use the Services to send unlawful communications or to circumvent capacity, access or resale controls.
We may suspend or limit access to address a material breach, security threat, or legal requirement, and will aim to give reasonable notice where practicable.
06Client & Guest data
As between the parties, the Client owns Client Data. The Client grants us the rights needed to host and process Client Data to provide, secure and support the Services. Our handling of personal data is described in our Privacy Policy and, where we act as processor for Guest data, in our Data Processing Terms. The Client is responsible for the lawfulness of the data it submits and for providing any notices and obtaining any consents its own privacy obligations require.
07Fees & payment
Fees are set out in the applicable Order. Unless stated otherwise, fees are exclusive of taxes, invoiced as agreed, and payable within the stated terms. Late amounts may accrue interest and, after notice, lead to suspension. Except where required by law or expressly stated, fees are non-refundable. We may revise pricing for a renewal term with prior notice. Card payments and payouts are handled by third-party payment providers subject to their own terms.
08Third-party services
The Services may integrate with third parties chosen by the Client or required to operate a module — for example payment processors, resellers, OTAs, messaging providers and analytics tools. Those services are governed by their own terms, and we are not responsible for their acts, omissions or availability. Enabling an integration authorises the exchange of data necessary to make it work.
09Intellectual property
The Services, including all software, interfaces, content and trademarks (such as “Nuvio” and “Tonomous”), are owned by us or our licensors and are protected by law. These Terms grant no rights except the limited access right described above. Feedback you provide may be used by us without restriction or obligation. Aggregated, de-identified data derived from use of the Services that does not identify any Client or Guest may be used to operate and improve the Services.
10Confidentiality
Each party may access the other’s confidential information. The receiving party will protect it with reasonable care, use it only to perform under these Terms, and disclose it only to those who need it and are bound by similar obligations. This does not apply to information that is public through no fault of the receiver, independently developed, or lawfully obtained. Disclosure required by law is permitted with reasonable notice where allowed.
11Availability & support
We aim to keep the Services available and reliable, and any committed service levels and support terms are set out in the applicable Order or service-level schedule. We may perform maintenance, and will seek to minimise disruption to live operations. The Services are provided on an as-is basis except for the express commitments made in the Order.
12Warranties & disclaimers
Except as expressly stated in these Terms or an Order, the Services are provided “as is” and “as available”, and we disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, or that they will meet every requirement. Some jurisdictions do not allow certain exclusions, so parts of this section may not apply to you.
13Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, arising out of or relating to the Services, even if advised of the possibility. Each party’s total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by the Client for the Services in the twelve months preceding the event giving rise to the claim. These limits do not apply to a party’s liability that cannot be limited under applicable law.
14Indemnification
The Client will defend and indemnify us against third-party claims arising from Client Data or the Client’s use of the Services in breach of these Terms or applicable law. We will defend and indemnify the Client against third-party claims that the Services, as provided by us and used as permitted, infringe that third party’s intellectual property rights, subject to prompt notice, reasonable cooperation, and our control of the defence and settlement.
15Term & termination
These Terms apply while you use the Services or for the term stated in the Order. Either party may terminate for material breach that is not cured within a reasonable notice period, and as otherwise set out in the Order. On termination, access ends and the Client will pay any amounts accrued. We will make Client Data available for export, and then delete or return it, in line with the Order and our Data Processing Terms. Sections that by their nature should survive — including data, IP, confidentiality, liability, indemnity and governing law — survive termination.
16Governing law & disputes
These Terms are governed by the laws of the jurisdiction specified in the applicable Order, without regard to conflict-of-law rules. The parties will attempt to resolve disputes in good faith, and any unresolved dispute will be subject to the courts or arbitration venue named in the Order. Nothing prevents either party from seeking urgent injunctive relief to protect its rights.
Governing law and dispute venue to be confirmed before publication.
17Changes to these terms
We may update these Terms as the Services evolve. The “Last updated” date shows the current version, and for material changes we will take reasonable steps to notify Clients, for example by email or in-product notice. Your continued use of the Services after an update means you accept the revised Terms.
18Contact us
Questions about these Terms? Email us at support@tonomous.io and we’ll route your message to the right team.
Tonomous.IO — registered entity name and address to be confirmed before publication.