Terms of Service

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Last updated: 10-December 2025

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These Terms of Service (“Terms”) govern access to and use of the Toruz services, websites, and applications (collectively, the “Service”). The Service is provided by Mettador Intelligence Limited (“Toruz”, “we”, “us”, “our”). Our website is www.toruz.aihttps://www.toruz.ai.

IMPORTANT: The Service is intended for business and commercial use only. If you are using the Service on behalf of a company or other legal entity (“Customer”), you represent that you have authority to bind that entity to these Terms.

1. DEFINITIONS
   1.1 “Account” means an account registered to access the Service.
   1.2 “Authorized Users” means Customer’s employees, contractors, and agents authorized by Customer to use the Service under Customer’s subscription.
   1.3 “Customer Data” means data, content, and information submitted to the Service by or on behalf of Customer or Authorized Users, including operational data.
   1.4 “Documentation” means user guides and instructions we make available for the Service.
   1.5 “Order Form” means an ordering document, online checkout, statement of work, or other ordering process that references these Terms and specifies subscription plan, fees, and commercial terms.
   1.6 “Subscription Term” means the period during which Customer is entitled to access the Service, as set out in an Order Form.
   1.7 “Usage Data” means diagnostic, analytics, and usage information about how the Service is used (excluding Customer Data content), such as feature usage, performance metrics, logs, and device/browser information.
2. ACCEPTANCE OF THESE TERMS
   2.1 By creating an Account, signing an Order Form, clicking to accept, or otherwise using the Service, Customer agrees to these Terms.
   2.2 If Customer does not agree, Customer must not access or use the Service.
3. DESCRIPTION OF THE SERVICE
   3.1 Toruz provides cloud-based software for ground handling operations and related workflow and analytics (e.g., digital work orders, automated billing, performance analytics dashboards, resource planning/rostering, and real-time resource allocation), as may evolve over time.
   3.2 We may update, modify, or discontinue features of the Service. We will use commercially reasonable efforts to avoid material adverse impact to paying customers during an active Subscription Term. Some features may be labeled beta/preview and are provided as-is (see Section 12.4).
4. ELIGIBILITY AND ACCOUNT REGISTRATION
   4.1 Customer must be a business entity or acting on behalf of a business entity.
   4.2 Customer is responsible for ensuring all registration information is accurate and kept up to date.
   4.3 Customer is responsible for all activity on its Account and for maintaining the confidentiality of login credentials. Customer will promptly notify us of any unauthorized access or security incident involving its Account.
5. AUTHORIZED USERS; CUSTOMER RESPONSIBILITIES
   5.1 Customer may allow only Authorized Users to access the Service, and only within the scope of the applicable subscription plan and any usage limits in the Order Form.
   5.2 Customer is responsible for: (a) Authorized Users’ compliance with these Terms; (b) the legality, accuracy, quality, and content of Customer Data; and (c) implementing appropriate internal controls (including access management and password policies).
   5.3 Customer will not share user logins except where expressly permitted by the Service features (e.g., SSO) and will not circumvent technical limits.
6. SUBSCRIPTIONS, FEES, BILLING, AND TAXES
   6.1 Subscription plans. Access to the Service is sold on a subscription basis (and may include usage-based components) as described in an Order Form or on our pricing pages.
   6.2 Fees. Customer will pay the fees set out in the Order Form (“Fees”). Unless otherwise stated: (a) Fees are in GBP/EUR/USD, (b) billing is in advance, and (c) payments are non-cancellable and non-refundable except as expressly stated in these Terms or required by law.
   6.3 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Customer is responsible for payment of all such taxes (except taxes based on Toruz’s net income). If withholding taxes apply, Customer will gross up payments so Toruz receives the full amount invoiced, unless prohibited by law.
   6.4 Payment terms. Invoices are due 15 days from invoice date unless otherwise stated in the Order Form. We may use third-party payment processors.
   6.5 Late payments. We may charge interest on overdue amounts at the lower of (a) 1.5% per month or (b) the maximum rate permitted by law, plus reasonable collection costs. We may suspend access for overdue payments (Section 11).
   6.6 Renewals. Unless the Order Form states otherwise, subscriptions renew automatically for successive periods equal to the then-current Subscription Term, unless either party gives written notice of non-renewal at least 30 days before the end of the current Subscription Term.
   6.7 Fee changes. For renewals, we may change Fees by giving notice at least 60 days before renewal.
   6.8 Trials. If we provide a free trial, it is offered for the period stated at signup. Trials may be terminated at any time and are provided as-is and without support commitments.
7. ACCEPTABLE USE
   Customer and Authorized Users must not, and must not attempt to:
   7.1 Use the Service in violation of applicable law or regulation (including export control, sanctions, anti-bribery, and data protection laws).
   7.2 Upload, transmit, or store unlawful, infringing, defamatory, obscene, or harmful content.
   7.3 Interfere with or disrupt the integrity or performance of the Service, including by (a) load testing or stress testing without our prior written consent, (b) transmitting malware, or  attempting to bypass rate limits or security controls.
   7.4 Access or use the Service to build a competing product or service, or to benchmark publicly without our prior written consent.
   7.5 Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas of the Service, except to the extent such restriction is prohibited by law.
   7.6 Resell, rent, lease, timeshare, or otherwise make the Service available to third parties (except Authorized Users) without our written permission.
   7.7 Use the Service to collect or process personal data in a way that violates privacy laws or your own privacy notices.
8. CUSTOMER DATA; PRIVACY; SECURITY
   8.1 Customer Data ownership. As between the parties, Customer retains all rights to Customer Data.
   8.2 License to host Customer Data. Customer grants Toruz a worldwide, non-exclusive license to host, copy, transmit, display, and process Customer Data solely to provide, secure, maintain, and improve the Service, provide support, and comply with law.
   8.3 Privacy. Our handling of personal data is described in our Privacy Policy at https://www.toruz.ai/privacy.
   8.4 Data protection addendum (DPA). If required by applicable data protection laws (including UK GDPR/EU GDPR), the parties will enter into a data processing addendum. If we publish a standard DPA, it will apply upon execution or as incorporated by reference in the Order Form.
   8.5 Security. We will implement commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data. No method of transmission or storage is 100% secure; therefore, we do not guarantee absolute security.
   8.6 Customer obligations. Customer is responsible for (a) configuring the Service appropriately, (b) determining whether the Service meets Customer’s compliance requirements, and  ensuring Customer has all rights and notices/consents required to provide Customer Data to Toruz for processing.
   8.7 Usage Data. We may collect and use Usage Data to operate, maintain, improve, and develop the Service and for security and analytics. We may also disclose Usage Data in aggregated and/or de-identified form.
9. INTELLECTUAL PROPERTY; LICENSE
   9.1 Toruz IP. The Service, Documentation, and all related technology, designs, trademarks, and intellectual property rights are owned by Toruz or its licensors (“Toruz IP”).
   9.2 Customer license. Subject to payment of Fees and compliance with these Terms, Toruz grants Customer a limited, non-exclusive, non-transferable (except as permitted in Section 16.6), non-sublicensable license during the Subscription Term to access and use the Service and Documentation for Customer’s internal business purposes.
   9.3 Feedback. If Customer provides feedback or suggestions, Toruz may use them without restriction or obligation, and without compensating Customer.
   9.4 Third-party components. The Service may include or integrate with third-party services or open-source components that are subject to separate terms. To the extent third-party terms conflict with these Terms for that component, the third-party terms control.
10. INTEGRATIONS AND THIRD-PARTY SERVICES
    10.1 The Service may interoperate with third-party platforms (e.g., airline/airport systems, messaging tools, identity providers). Customer’s use of third-party services is governed by the third party’s terms.
    10.2 Toruz is not responsible for third-party services, including their availability, security, functionality, or data handling practices.
11. SUSPENSION AND TERMINATION
    11.1 Suspension. We may suspend or restrict access to the Service (in whole or part) if: (a) Customer is overdue on payment and has not cured within 10 days of notice; (b) Customer’s use poses a security risk to the Service or to others; or Customer materially violates the Acceptable Use rules; or (d) required by law. Where practical, we will give notice and an opportunity to cure.
    11.2 Termination for cause. Either party may terminate these Terms and/or an Order Form by written notice if the other party materially breaches and does not cure within 30 days after receiving written notice (or immediately days for non-payment).
    11.3 Termination for convenience. Unless the Order Form states otherwise, Customer may terminate an auto-renewing subscription by giving notice of non-renewal in accordance with Section 6.6; early termination during a paid Subscription Term does not entitle Customer to a refund.
    11.4 Effect of termination. Upon termination or expiration: (a) all licenses granted to Customer cease; (b) Customer must stop using the Service; and any unpaid Fees become immediately due.
    11.5 Data export and deletion. For 30 days following expiration/termination (unless prohibited by law), Customer may request export of Customer Data in a standard format, subject to reasonable fees for assistance beyond self-service export. After that period, we may delete Customer Data and have no obligation to retain it, unless legally required.
    11.6 Survival. Sections that by their nature should survive termination survive, including Sections 8, 9, 12, 13, 15, 16, and 17.
12. WARRANTIES; DISCLAIMERS
    12.1 Mutual authority. Each party represents it has the legal power to enter into these Terms.
    12.2 Service warranty. We warrant that we will provide the Service in a professional and workmanlike manner consistent with industry standards. Customer’s exclusive remedy for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity.
    12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TORUZ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
    12.4 Beta/preview features. Beta or preview features are provided as-is, may be changed or discontinued, and are excluded from any service level or support commitments unless otherwise stated.
13. LIMITATION OF LIABILITY
    13.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TORUZ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
    13.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TORUZ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO TORUZ FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    13.3 Exceptions. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or willful misconduct.
14. INDEMNIFICATION
    14.1 Customer indemnity. Customer will defend, indemnify, and hold harmless Toruz and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) Customer Data; (b) Customer’s or Authorized Users’ use of the Service in violation of these Terms or applicable law; or (c) Customer’s breach of Section 7 (Acceptable Use).
    
15. CONFIDENTIALITY
    15.1 “Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood to be confidential. Customer Data is Customer’s Confidential Information.
    15.2 Each party will protect the other’s Confidential Information using at least reasonable care and will use it only to perform under these Terms.
    15.3 Exceptions include information that is publicly available through no breach, independently developed, or rightfully received from a third party without confidentiality obligations.
    15.4 Compelled disclosure. A party may disclose Confidential Information if required by law, provided it gives notice where legally permitted.
16. GENERAL TERMS
    16.1 Governing law; jurisdiction. These Terms are governed by the laws of England and Wales, excluding conflict of law rules. The courts of London, England / another venue will have exclusive jurisdiction, except that either party may seek injunctive relief in any competent jurisdiction to protect its intellectual property or Confidential Information.
    16.2 Compliance with laws. Each party will comply with applicable laws, including data protection, anti-corruption, and export/sanctions laws. Customer represents that it is not listed on any applicable denied-party list and will not permit use of the Service in violation of sanctions or export restrictions.
    16.3 Force majeure. Neither party is liable for delays or failures due to events beyond its reasonable control, including outages, acts of government, labor disputes, or failures of hosting/telecommunications providers.
    16.4 Notices. Notices must be in writing and delivered by email and/or recognized courier to the addresses in the Order Form (or to the contact details below). Notices by email are deemed received on the next business day after sending.
    16.5 Assignment. Customer may not assign these Terms without Toruz’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound. Toruz may assign these Terms to an affiliate or successor.
    16.6 Entire agreement; order of precedence. These Terms and applicable Order Forms constitute the entire agreement and supersede prior discussions. If there is a conflict, the Order Form controls for commercial terms, and these Terms control for all other matters, unless the Order Form expressly states it overrides a specific section.
    16.7 Severability; waiver. If any provision is unenforceable, the rest remains in effect. A waiver must be in writing and is not a waiver of future breaches.
    16.8 Relationship. The parties are independent contractors. These Terms do not create a partnership, employment, or agency relationship.
    16.9 No third-party beneficiaries. There are no third-party beneficiaries to these Terms.
17. CONTACT
    Questions about these Terms:
    Email: legal@toruz.ai

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