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Terms of Service — DRAFT

DRAFT, not yet in force. Written from templates and our legal research (docs/compliance/eu-lithuania-research.md §4, §8, §12; launch-legal-checklist.md items 2, 3, 16, 17; decision D-10). A Lithuanian lawyer must review it before launch. [[double brackets]] = fill in once the company exists; [[DECIDE: …]] = a business decision still open for the owner (none left). The Lithuanian version (terms-of-service.lt.md) is the one shown to Lithuanian customers; if the two differ, the Lithuanian one applies.

Last updated: [[date]]

1. Who the agreement is between

These terms are an agreement between [[Company name]], company code [[code]], VAT number [[VAT number]], [[address]], Lithuania, email [[support email]] ("we"), and the business that signs up for Stoqa ("you", "the customer").

Stoqa is for businesses only. By signing up you confirm that you act for a business (a company or a self-employed person acting for their business), that you are at least 18, and that you may bind the business to these terms.

2. The service

Stoqa is an online stock-management service: items, stock in several places, deliveries, counts, suppliers and orders, sales records, reports, a dashboard for owners and an app for staff. We may improve and change features; we will not remove a main feature you pay for without [[30 days]]' notice.

3. Stoqa is not a cash register

Stoqa is not a cash register (kasos aparatas) within the meaning of Lithuanian law and does not replace one. It does not issue fiscal receipts. You must record every sale that the law requires on a certified cash register registered with the State Tax Inspectorate (VMI), and name it in Stoqa before recording sales. Sales entered in Stoqa are a record for stock and reports only. You are responsible for meeting your obligations under the cash register and tax rules.

4. Accounts and staff

  • The person who signs up becomes the owner of the company account. Owners can add admins and staff, and decide what each may do.
  • You are responsible for everything done under your company's accounts, for keeping passwords secret and for removing access of people who leave. Tell us at once at [[support email]] if you suspect misuse.
  • Staff actions are recorded under their name or staff number. You must inform your staff (Stoqa shows them a notice they confirm; you may need to give more under your employment rules).

5. Free trial

We may give new companies a free trial with all features; its length is shown in your account. No payment card is needed to start. About 3 days before the trial ends we email the owners a reminder. No card is charged automatically. When the trial ends without a subscription, the account becomes read-only: you can still see and download all your data, but not change it, until you subscribe.

6. Prices and payment

  • The price is the one in the offer we agree with you; later stages may add plans with more features. Prices are shown with and without VAT; there are no other fees.
  • Subscriptions are billed [[monthly / yearly]] in advance by [[payment provider]]. We send a VAT invoice for each payment.
  • The subscription renews automatically for the next period until you cancel (section 7).
  • If a payment fails, we tell you and try again; after [[14 days]] unpaid the account becomes read-only, as after the trial.
  • We may change prices with at least 30 days' notice by email. A new price applies from your next billing period after the notice; if you don't agree, you can cancel before then.

7. Cancelling and refunds

You can cancel any time in the dashboard; cancelling is as easy as signing up. When you cancel, the subscription keeps working until the end of the period you already paid for, and then stops. Payments already made are not refunded. After cancelling you can still read and download your data, and you can delete the company (section 10).

8. Your data

  • Your data stays yours. You give us the right to store and process it only to provide the service to you.
  • Data processing. For personal data in your company (e.g. your staff), you are the controller and we are your processor. Our Data Processing Agreement ([[link]]) is part of these terms and applies automatically. It lists our sub-processors (hosting: DigitalOcean, Frankfurt; email: Scaleway, France; bot check: Cloudflare; off-site backups: Backblaze, Amsterdam) and how we tell you about changes.
  • Confidentiality. We treat your business figures (sales, prices, margins, suppliers) as confidential and use them only to provide the service.
  • Backups. We back up all data every night and regularly test that the backups can be restored. Still, download your data from time to time for your own records (section 9) — you must keep accounting records yourself.
  • Anonymous statistics. We may create aggregated, anonymous statistics from the use of Stoqa, to run, improve and compare the service and to publish industry figures. They never identify you, any person, or your own figures; they are only built across at least [[10]] businesses and never include staff data. You can opt out at [[support email]] [[or with a setting]].
  • Shared product names. When you save an item with a manufacturer barcode, we may suggest its item name to other Stoqa businesses that scan the same barcode, and suggest theirs to you. Only the barcode and the item name are shared — never prices, stock, sales or who you are. This is on by default; the owner can turn it off at any time under Company, and your names are then removed from the shared list at once. Suggestions from other businesses or from public product databases may be wrong: check them before saving.

9. Taking your data and switching (EU Data Act)

  • At any time, and free of charge, an owner can download all the company's data in a machine-readable file (JSON) on the Company page: items, places, stock and its full history, sales, deliveries, counts, orders, suppliers, staff accounts (without passwords) and settings. The file format is described at [[link to export documentation]].
  • You may end the agreement to switch to another provider or simply to leave, with no notice period and no switching charge. We help with the switch for up to 30 days, and you can retrieve your data for at least 30 days after that (the deletion wait in section 10).
  • What the export does not contain: passwords, sign-in tokens and internal technical keys.

10. Deleting your company

An owner can delete the company on the Company page, confirming with their password and the company name. The company is then locked for 30 days: everyone can still view and download the data, nothing can be changed, and any owner can cancel. After 30 days all the company's data is deleted for good; backups keep it for up to [[35]] more days.

Keep your records. The law requires businesses to keep accounting records (sales, purchases, stock) for 10 years. Download all your data before deleting; after deletion we cannot restore it.

11. Acceptable use

Don't: break the law with Stoqa; try to reach other customers' data; overload, probe or attack the service; resell it without our written agreement; or upload malicious code. We may suspend an account that does this, telling you why, unless the law or security prevents it.

12. Our software

  • Stoqa — the apps, the code, the design and the name — belongs to us (and our licensors). While your subscription or trial runs, you and the people you add may use it for your business. This right can't be sold or passed on.
  • Don't copy, resell or rent out Stoqa, try to get its source code, get around its limits or security, or build a competing product from it.
  • Suggestions. If you send us ideas for improving Stoqa, we may use them freely; neither side owes the other anything for them.
  • Other services. If you connect Stoqa to another service (e.g. a cash register or an accounting program), that service's own terms apply to it, and we are not responsible for it.

13. Availability and support

We aim for the service to be available [[99.5%]] of each month, not counting announced maintenance. Support: [[support email]], answered on working days within [[2 working days]]. The availability target is a goal, not a guarantee; there are no service credits for now. The staff app keeps working offline for a while and sends its records when the connection is back.

14. Liability

  • We provide Stoqa with reasonable skill and care, but we don't promise it will be error-free. Check important figures (e.g. before ordering or before tax returns).
  • We are not liable for indirect losses (lost profit, lost business) or for losses caused by your own systems, your staff, or your failure to use a certified cash register.
  • Our total liability in any 12 months is limited to the fees you paid us in the 12 months before the event.
  • Nothing limits liability for intent, gross negligence, or anything that cannot be limited by law.

15. Claims by others (indemnities)

  • You cover us against claims by others caused by the data you put into Stoqa or by using Stoqa against the law or these terms (e.g. not informing your staff, or using Stoqa instead of a cash register).
  • We cover you against claims that Stoqa itself infringes someone else's intellectual property rights, if you tell us promptly and let us handle the claim. We may then change Stoqa, get the right for you to keep using it, or end the subscription and refund what you paid in advance.

16. Events outside our control

Neither side is responsible for delays or failures caused by events it could not reasonably prevent — e.g. power or internet outages at a data centre, attacks on the internet's infrastructure, natural disasters, war, or orders of the authorities. We will tell you and restore the service as soon as we can. This does not excuse payments already due.

17. Changes to these terms

We will email owners at least 30 days before a change that matters. If you don't agree, you can cancel before it takes effect.

18. General

  • Passing the agreement on. You may pass this agreement to someone else only with our written agreement. We may pass it to a company that takes over Stoqa, if we tell you and your rights stay the same.
  • Notices. We send notices to the owners' email addresses in Stoqa; you send them to [[support email]]. A notice counts as received the working day after it is sent.
  • Your name. We name you as a customer (e.g. on our website) only with your permission.
  • Whole agreement. These terms, the Data Processing Agreement and the privacy policy are the whole agreement between us about Stoqa. If one clause turns out to be invalid, the rest still applies. Not enforcing a clause once doesn't mean giving it up.

19. Law and disputes

Lithuanian law applies. We will first try to solve any dispute by talking; otherwise the courts of Lithuania, at our registered address, decide.

20. Contact

[[Company name]], [[address]], [[support email]]. Single point of contact for authorities and users under the EU Digital Services Act: [[email]], in Lithuanian or English.