Last updated: August 2026
These Terms of Service consist of four parts: Part A (Website Terms), Part B (Perpetual Software Licence Terms), Part C (Managed Service Terms), and Part D (Platform Trial Terms). By using this website, purchasing a licence, purchasing managed services, or requesting a trial, you agree to the applicable parts of these Terms.
invtri is a trade name of Ruposhi Global Limited, a company registered in England and Wales under company number 14162541. Registered address: Iveco House, The Junction, Station Road, Watford, WD17 1ET ("we", "us", "our", "the Licensor", "the Service Provider").
invtri is a multi-channel e-commerce listing platform (the "Software") designed to help businesses automate product listings, synchronise inventory, manage pricing, track orders, and connect supplier feeds across multiple sales channels.
By accessing invtri.com (this "Website"), you agree to these Terms of Service. If you do not agree, please do not use this Website. This Website is provided for informational purposes and to facilitate purchases of our Software and services.
We may update these Terms at any time by posting the revised version on this page. Material changes will be indicated by updating the "Last updated" date. Your continued use of the Website after any changes constitutes your acceptance of the revised Terms.
The Software and services offered through this Website are intended for business use only. By purchasing a licence, managed services, or requesting a trial, you warrant and represent that you are acting in the course of your business and not as a consumer within the meaning of the Consumer Rights Act 2015. If you are a sole trader, partnership, or unincorporated entity, you confirm that the Software is being acquired for business purposes and not for personal, domestic, or household use.
Where a formal Perpetual Software Licence Agreement or Managed Service Agreement has been executed between the parties, the terms of that signed agreement shall prevail over these Terms of Service to the extent of any inconsistency. Where no formal agreement has been executed (for example, where the purchase is made through the online checkout), these Terms of Service constitute the binding agreement between the parties.
These terms apply when you purchase a licence for the invtri platform, whether through the online checkout or by separate agreement.
invtri is offered under a perpetual software licence with managed hosting. You pay a one-off licence fee for the perpetual right to use the Software. We host, maintain, and operate the platform on our managed infrastructure on your behalf. A separate recurring monthly hosting fee covers hosting, maintenance, platform updates, and security patches.
The licence fee and the hosting fee are separate charges. The licence fee pays for the perpetual right to use the Software. The hosting fee pays for the ongoing hosted environment through which the Software is delivered.
Subject to payment of the licence fee in full (or the first instalment, where instalment payments have been agreed), we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Software for your internal business purposes via our hosted platform.
The licence is perpetual, meaning it continues for so long as you comply with these Terms, including the timely payment of all hosting fees. It does not mean the licence is irrevocable or unconditional.
The licence is limited to the number of authorised users specified in your order and does not extend to any affiliate, subsidiary, parent company, or third party unless expressly agreed in writing.
The licence is a right of remote access to the hosted Software only. You have no right to receive any copy of the Software in object code or source code form, nor to install, deploy, or host the Software on your own or any third party's systems.
The licence fee is a one-off payment, payable in full before activation of your licence key, unless instalment payments have been agreed under clause B4. No access to the Software shall be provided until the required payment has been received and cleared.
The licence fee is non-refundable. Once the licence key has been activated, no refund, credit, pro-rata reimbursement, or set-off shall be payable under any circumstances, including termination, dissatisfaction, change of business circumstances, or cessation of your business, except as expressly provided in clause B14 (limited performance warranty).
All fees are exclusive of Value Added Tax (VAT), which shall be payable at the prevailing rate where applicable.
Late payments may incur interest at the rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998, accruing daily from the due date until actual payment, together with any fixed sum and reasonable costs recoverable under that Act.
Where we have agreed to accept payment of the licence fee in instalments (including via iwocaPay or other financing arrangement), the following additional terms apply:
(a) The licence key may be activated upon receipt of the first instalment, on the express condition that the licence remains provisional until the full licence fee has been received and cleared.
(b) If any instalment payment is not received by its due date, we may immediately suspend your access to the Software without notice. If payment is not received within seven (7) days of the due date, we may terminate this agreement with immediate effect and permanently revoke the licence key.
(c) Upon termination for non-payment of instalments, no refund of any instalment already paid shall be due.
(d) Time of payment is of the essence for all instalment payments.
The hosting fee is payable monthly in advance at the rate applicable to your licence tier. If the hosting fee is not received within fourteen (14) days of the due date, we may suspend your access to the Software until payment is received in full. If the hosting fee remains unpaid for more than thirty (30) days after the due date, we may terminate this agreement.
Annual adjustment: The hosting fee is adjusted automatically on 1 April each year by the percentage increase in the UK Consumer Prices Index (all items) published by the Office for National Statistics. If the figure is zero or negative, the hosting fee remains unchanged; it shall not decrease.
Infrastructure cost adjustment: If our third-party infrastructure or related operating costs materially increase, we may increase the hosting fee proportionately on not less than sixty (60) days' written notice. Your continued use of the Software after the effective date of such increase constitutes acceptance.
The licence fee reflects the value of a perpetual licence at the date of purchase. We may offer the Software to other parties at different prices, under different pricing models (including subscription, pay-per-use, freemium, or free), and under different terms. You have no claim for refund, price adjustment, or compensation arising from the availability of the Software to others on different terms.
Upon payment and activation, you receive: access to the Software on our hosted platform; your allocated package configuration (SKU capacity, sales channels, supplier profiles, user accounts, and other allocations as specified in your order); a comprehensive onboarding manual and documentation; and all platform updates and security patches for the lifetime of the agreement while hosting is active.
The perpetual licence does not include dedicated technical support, training, consultancy, or bespoke development. These services may be purchased separately under Part C (Managed Service Terms) or as ad-hoc work at our then-current rates.
The platform operates on a Bring Your Own Key (BYOK) model. You are solely responsible for obtaining, maintaining, and paying for your own marketplace seller accounts and API credentials (Amazon SP-API, eBay, TikTok Shop, OnBuy, Temu, A1TechDeals), your own supplier trade accounts and FTP/SFTP feed access, and your own product data provider subscriptions (e.g. Icecat, UPCitemdb) where applicable.
We do not provide or manage your marketplace accounts, supplier relationships, or third-party subscriptions. Your use of third-party services is governed by the terms of each respective provider. We shall not be liable for any loss arising from the failure, unavailability, modification, or discontinuation of any third-party service.
If you stop using our platform, your marketplace accounts and supplier relationships continue unaffected.
You shall not, and shall ensure that your authorised users do not: copy, modify, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works based on the Software; sublicence, rent, lease, lend, sell, distribute, or make the Software available to any third party; share or transfer login credentials or licence keys to any unauthorised person; use the Software to develop a competing product; attempt to gain unauthorised access to any part of the Software or its underlying systems; remove or alter any proprietary notices; conduct security or penetration testing without written consent; publish performance benchmarks without written consent; or exceed the number of authorised users specified in your order.
You shall not use the Software to: list counterfeit, prohibited, restricted, or illegal products; manipulate marketplace search rankings, reviews, ratings, or pricing in breach of marketplace terms; process orders for goods illegal in your jurisdiction; violate any marketplace's seller terms of service; engage in activity that could result in suspension of our relationship with any third-party provider; or harvest or scrape marketplace data in breach of marketplace terms.
We may, upon not less than fourteen (14) days' written notice, audit your use of the Software to verify compliance, including the number of authorised users. You shall co-operate with any such audit. If an audit reveals excess usage, you shall promptly pay applicable additional fees and reimburse our reasonable audit costs. No more than one audit in any twelve-month period, unless a previous audit identified a breach.
All intellectual property rights in the Software, including all updates, enhancements, modifications, and derivative works, are and remain our exclusive property. The licence does not constitute a sale, transfer, or assignment of any intellectual property rights.
Your data (including product data, order data, supplier data, and any other data entered by you or your authorised users) remains your property at all times. We shall not use, sell, or disclose your data except as necessary to provide the Software or as required by law. We may collect and use anonymised, aggregated usage data for improving the Software, provided it does not identify you.
We retain the unrestricted right to licence, sell, distribute, or make available the Software to any other person or entity, under any brand name, on any commercial terms, and to modify, enhance, fork, or create derivative versions for any purpose.
We may release updates (security patches, bug fixes, performance improvements, new features) at our sole discretion. Updates to the version licensed to you are included at no additional charge. We determine the timing, content, scope, and frequency of all updates. You have no right to demand any particular update or feature.
We may develop and release Add-On Modules that extend the Software beyond the core functionality. Add-On Modules are separate from the base Software, not included in the licence fee, and may be offered on subscription, one-off, or per-transaction pricing. The base Software continues to function fully without any Add-On Module. We shall not move any core functionality into an Add-On Module.
We may discontinue any Add-On Module on thirty (30) days' notice. Pre-paid Add-On Module subscription fees are refunded pro-rata from the date of discontinuation.
We warrant that: (a) we have the right and authority to grant the licence; and (b) for a period of ninety (90) days from the date of activation (the "Warranty Period"), the Software will perform materially in accordance with the product documentation current at the date of activation.
If you notify us in writing of a material non-conformance during the Warranty Period, we shall, at our option, use reasonable endeavours to repair the issue, provide a workaround, or re-perform the affected function. If we are unable to remedy a material non-conformance within a reasonable time, we may terminate the agreement and refund the licence fee actually paid. These are your sole and exclusive remedies for breach of this warranty.
This warranty does not apply to issues arising from: use of the Software outside this agreement or the documentation; any third-party service or marketplace; modification by anyone other than us; or third-party technology changes.
Save as expressly stated, the Software is provided "as is" and "as available." To the fullest extent permitted by law, we exclude all other warranties, representations, conditions, and terms (whether express or implied by statute, common law, or otherwise), including any implied warranties of satisfactory quality, fitness for a particular purpose, merchantability, accuracy, reliability, or non-infringement.
Our total aggregate liability under or in connection with these Terms (whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise) shall not exceed: (a) in respect of claims arising from or relating to the Hosting Services, the total hosting fees actually paid by you in the twelve (12) months preceding the event giving rise to the claim; and (b) in respect of all other claims, the total licence fee actually paid by you.
We shall not be liable for: loss of profits, revenue, business, contracts, or anticipated savings; loss of data or corruption of data; loss of goodwill or reputation; loss of opportunity; wasted management or staff time; or any indirect, consequential, special, incidental, or punitive loss or damage, howsoever arising, even if we have been advised of the possibility.
Nothing in these Terms excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any liability which cannot be excluded by applicable law.
You shall indemnify, defend, and hold harmless Ruposhi Global Limited, its directors, officers, employees, and agents against all claims, costs, and losses arising from: your use of the Software; your breach of these Terms; your violation of any law or third-party terms; any claim by a third party arising from your activities using the Software; any misuse of BYOK services; any products listed, sold, or distributed by you; or any breach of the acceptable use policy.
We may terminate this agreement and revoke the licence with immediate effect if you: breach any material term and fail to remedy within fourteen (14) days of written notice (where the breach is capable of remedy); breach any of the restrictions in clause B9; become insolvent or enter administration, receivership, or liquidation; undergo a change of control without our consent; use the Software for any unlawful purpose; share access credentials with unauthorised persons; exceed the authorised user limit and fail to remedy within fourteen (14) days of notice; or fail to make any payment due (including any instalment or hosting fee) where time is of the essence or where payment is more than thirty (30) days overdue.
Upon termination: all rights cease; the licence key is deactivated; you must cease all use; you must destroy or return all materials. No refund of the licence fee is payable on termination (except under clause B14). You have thirty (30) days following termination to request an export of your data in CSV format. After that period, we may delete your data.
We may suspend your access immediately and without prior notice if we reasonably believe that: your use poses a security risk; you are in breach of clause B9; your activities may result in legal liability for us; we are required to suspend by law; or any payment is overdue. We will notify you as soon as practicable and provide an opportunity to remedy. If the issue is not remedied within fourteen (14) days, we may proceed to terminate. Suspension does not constitute termination and does not give rise to any claim for refund, compensation, or damages.
We may provide hosting services using third-party data centres, cloud platforms, and infrastructure services selected at our sole discretion. We may change, replace, or migrate between providers at any time without notice, provided that core functionality is not materially diminished. We are not obliged to disclose the identity of our infrastructure providers except as required by data protection law. We shall not be liable for failure or disruption of third-party infrastructure beyond our reasonable control.
We maintain routine backups of your data at intervals and by methods we determine. In the event of data loss or corruption, our sole obligation is to use reasonable endeavours to restore from the most recent available backup.
The Software depends on third-party technologies (operating systems, frameworks, database engines, cloud services). If any such technology reaches end-of-life, is discontinued, or changes in ways that affect the Software, we shall not be liable for resulting loss of functionality. We will use reasonable endeavours to adapt to successor technologies where commercially practical. If any marketplace or integration partner modifies or discontinues its API or service, we shall not be liable for resulting loss of functionality.
The Software is an automation tool. You assume sole responsibility for the results obtained from the use of the Software and for the conclusions drawn from such use. You must independently verify all prices, stock levels, listings, order data, fulfilment instructions, and other outputs generated or processed by the Software before acting on them or allowing them to be published to any marketplace, sent to any supplier, or relied upon in any business decision. We shall have no liability for any loss, damage, cost, or expense arising from your reliance on unverified platform outputs, including pricing errors, stock discrepancies, incorrect listings, overselling, underselling, data mismatches, or erroneous order processing.
To the fullest extent permitted by law, we shall have no liability for any business losses, trading losses, financial losses, commercial damages, shipping costs, inventory losses, marketplace fees or penalties, supplier charges, or any other loss of any kind arising from the operation or malfunction of the Software, including (without limitation) losses arising from: incorrect pricing, stock, or listing data published to any marketplace; delayed or failed synchronisation of data between the Software and any marketplace, supplier, or third-party service; any period of unavailability, downtime, or degraded performance of the Software; any interaction between the Software and third-party services, marketplaces, or APIs; or any error or omission in any information, instructions, feeds, or data provided by you or on your behalf in connection with the Software. This clause applies whether the relevant event was caused by a defect in the Software, a configuration error, a third-party service failure, or any other cause, and is in addition to (and without limiting) the general limitation of liability in clause B15.
We are not liable for any marketplace account suspension, restriction, warning, penalty, fee, or other adverse consequence imposed by any marketplace or third-party platform arising from or connected to your use of the Software, including (without limitation) consequences arising from listing errors, pricing errors, stock discrepancies, late dispatch, policy violations, intellectual property claims, product condition disputes, or any other cause whether or not the Software contributed to the relevant event. You are solely responsible for ensuring that your use of the Software and all activities conducted through the Software comply with the terms of service, seller policies, and acceptable use policies of each marketplace and third-party platform you connect to.
We implement appropriate technical and organisational security measures to protect the Software and data hosted on our platform. However, we are not responsible for: any security breach, data loss, data corruption, unauthorised access, or disclosure caused by your own actions or omissions (including weak passwords, shared credentials, failure to maintain credential security, or compromised BYOK API keys); any breach, outage, or data incident affecting third-party platforms, marketplaces, or services connected to the Software; any data loss or corruption caused by your misconfiguration of the Software, incorrect feed data, or erroneous instructions; or any loss, destruction, alteration, or disclosure of your data caused by any third party. You are solely responsible for the security of your own BYOK credentials, marketplace accounts, supplier accounts, and any third-party services you connect to the Software.
We may perform scheduled maintenance on the Software from time to time, which may result in temporary periods of reduced performance or unavailability. We will use reasonable endeavours to provide at least 48 hours' advance notice of scheduled maintenance via email to the address associated with your account and to schedule maintenance outside of core business hours (Monday to Friday, 9am to 5pm UK time) where reasonably practicable. We shall not be liable for any loss, damage, or inconvenience arising from scheduled maintenance, provided reasonable notice has been given. Emergency maintenance required to address security vulnerabilities, critical defects, or infrastructure failures may be performed without advance notice.
The hosting fee covers normal business use of the Software within the parameters of your licence tier (SKU capacity, number of channels, number of users, and sync schedules as specified in your order). If your usage materially exceeds what is reasonable for your licence tier — including excessive API calls, abnormally high bandwidth consumption, storage usage significantly beyond the norm for your tier, or automated processes that place disproportionate load on our infrastructure — we may contact you to discuss upgrading to an appropriate tier or adjusting your usage. If excessive usage is not resolved within fourteen (14) days of written notice, we may apply reasonable usage limits or throttling to protect the performance of the platform for all users. Sustained excessive usage that is not remedied may be treated as a material breach.
If you initiate a chargeback, payment dispute, or payment reversal through your bank, card issuer, or payment provider in respect of any amount validly charged under these Terms, the chargeback does not constitute cancellation or termination of this agreement. Your obligations under these Terms (including payment obligations and the hosting fee) continue in full. You shall be liable for any chargeback fees, administrative costs, or penalties incurred by us as a result of such dispute. We may immediately suspend your access to the Software upon becoming aware of a chargeback and may terminate this agreement if the dispute is not resolved within thirty (30) days. If a chargeback is found in your favour by the card issuer or payment provider, we will comply with the decision and restore any amounts due to you.
If you or any of your authorised users provide us with any suggestions, ideas, feedback, feature requests, enhancement proposals, or other recommendations relating to the Software (collectively, "Feedback"), you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Feedback in any form, media, or technology, without any obligation of attribution, compensation, or confidentiality. Feedback shall not be considered your confidential information. You acknowledge that we are free to use Feedback for any purpose, including developing, improving, or marketing the Software or any other product, without any obligation to you.
These terms apply when you purchase a managed service package (6-month or 12-month), whether through the online checkout or by separate agreement. The managed service is a separate product from the perpetual software licence.
The managed service and the perpetual software licence are two separate products. You may purchase either product alone or both. Termination or expiry of the managed service does not affect any perpetual licence you hold. Where you hold a perpetual licence and that licence is terminated, the managed service terminates automatically.
The managed service includes: platform setup and configuration (marketplace connections, pricing engine, sync schedules, user accounts); supplier setup (up to 4 suppliers, including FTP/SFTP feed configuration); comprehensive training and knowledge transfer for your nominated Data Owner; customer service reply templates; returns, refunds, and A-to-Z claims guidance; account health and protection guidance; supplier order and returns guidance; blocked EAN database (loaded into the platform); access to our product database within the platform; and ongoing support for the duration of the service term.
Ongoing support includes: up to 20 support tickets per month; up to 2 hours of scheduled Teams meetings per month; 1 business day email response target during service hours (Monday to Friday, 9:00am to 5:00pm UK time, excluding English and Welsh bank holidays); platform troubleshooting; and growth guidance.
The managed service does not include: processing refunds or returns on your behalf; placing supplier orders for you; writing product listings; PPC or advertising management; stock purchasing decisions; individual product pricing decisions; guaranteeing marketplace or supplier account approval; custom software development; third-party integration beyond standard capabilities; phone support (except scheduled Teams meetings); support on weekends or bank holidays; same-day response; support exceeding ticket or meeting limits; or any VAT, tax, legal, or compliance advice.
The managed service runs for a fixed term of six (6) or twelve (12) months from the commencement date, as specified in your order. The service term is a fixed and committed term. You have no right to terminate before the end of the service term, and the monthly fee is payable in full for each month of the service term, regardless of your level of use. Delays or failures by you (including failure to provide credentials or access) do not suspend, extend, or reduce the service term or the fees payable.
If we terminate the managed service due to your breach, or if you abandon, repudiate, or purport to terminate before the end of the service term, the monthly fees for the unexpired remainder of the service term become immediately due and payable as a debt. The parties acknowledge this represents the agreed price for the fixed-term commitment, not a penalty.
The monthly fee is payable monthly in advance. All fees are exclusive of VAT. Late payment (14+ days overdue) may result in suspension of managed services (not platform access). Interest on overdue payments accrues at 8% above the Bank of England base rate per the Late Payment of Commercial Debts (Interest) Act 1998.
The managed service expires automatically at the end of the service term. No notice is required. The managed service does not renew automatically. Continuation beyond the service term requires a new written agreement.
You shall: nominate a dedicated Data Owner for training and day-to-day management; ensure the Data Owner has practical knowledge of UK business structure, VAT, marketplace policies, and e-commerce operations; provide timely access to credentials, accounts, and information; and ensure all information provided is accurate and complete. The managed service is a support service, not an outsourced operation. You retain full responsibility for all business decisions.
Work outside the scope of the managed service requires written agreement on scope, timeline, and fees. Additional work is charged at £350 + VAT per half-day (minimum charge, up to 4 hours of work), unless otherwise agreed.
All templates, documentation, guidance materials, training materials, processes, and data provided under the managed service (including the blocked EAN database and product database) are and remain our intellectual property or that of our licensors. Such materials are licensed to you on a non-exclusive, non-transferable basis for your internal business use only, and may not be resold, redistributed, published, sublicensed, or otherwise made available to any third party without our prior written consent.
Our total liability in connection with the managed service is capped at the monthly fees paid in the preceding 12 months. We shall not be liable for loss of profits, data, goodwill, or indirect or consequential losses. Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
You shall indemnify and hold us harmless against all claims, costs, and losses arising from: your marketplace, supplier, or other business activities; your breach of these Terms; your violation of law or third-party terms; any third-party claim arising from your use of guidance, templates, or materials provided; or any products listed, sold, or distributed by you.
These terms apply when you request or use a free trial of the invtri platform.
We may, at our sole discretion, offer eligible businesses a trial of the platform for seven (7) days at no charge. The trial is for business evaluation purposes only and is not available to consumers. We may refuse, limit, suspend, extend, or withdraw any trial at any time without notice and without liability. One trial per business unless we agree otherwise in writing.
The trial runs in an evaluation environment which may differ from the licensed platform in features, capacity, and performance. We give no commitment as to availability, uptime, support, or response times during the trial.
You are solely and fully responsible for your use of the trial and all of its functions, including: the accuracy and lawfulness of any data, feeds, or credentials you supply; compliance with the terms of any marketplace or third-party service you use; keeping your own backups of your data; and reviewing all outputs (including prices, stock figures, and listing content) before relying on them. All decisions and actions taken during or based on the trial are yours alone.
By default, trials operate in a test environment and do not publish to live marketplace accounts. If you choose to connect live marketplace accounts or to publish or synchronise live data during a trial, you do so entirely at your own risk, including the risk of pricing errors, overselling, listing changes, marketplace fees, penalties, or account suspension.
The trial is provided "as is" and "as available." To the fullest extent permitted by law, we exclude all warranties, representations, conditions, and terms in relation to the trial. Nothing in the trial constitutes advice of any kind.
You accept full responsibility for your use of the trial. To the fullest extent permitted by law, we shall have no liability for any loss or damage arising from the trial, including loss of profits, revenue, business, data, goodwill, or marketplace account standing. Our total aggregate liability in connection with any trial shall not exceed one hundred pounds (£100). Nothing excludes liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.
You shall indemnify us against all claims, costs, and losses arising from your use of the trial, your data, your products or listings, or your breach of these Terms or any third-party terms.
All intellectual property in the platform remains ours. You must not copy, modify, reverse-engineer, or create derivative works; share trial access with any third party; or publish benchmarks or comparative analysis without our prior written consent. Trial access is for your internal evaluation only.
Unless you enter into a licence agreement, we will delete your trial data within fourteen (14) days of the end of the trial. You may request an export in CSV format within that period. Personal data is handled in accordance with our Privacy Policy.
Trial access ends automatically after seven (7) days unless extended by us in writing. Continued use requires a licence agreement and an accepted order. These trial terms do not form part of any licence agreement, and neither party is obliged to proceed after a trial.
To the extent that we process personal data on your behalf, you are the data controller and we are the data processor for the purposes of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. We shall: process personal data only on your documented instructions; ensure authorised persons are bound by confidentiality; implement appropriate technical and organisational security measures (including data isolation between licensees); notify you without undue delay of any personal data breach; assist you with data subject requests and your obligations under UK GDPR; and delete or return personal data on termination. We may engage sub-processors (including hosting and infrastructure providers) subject to equivalent data protection obligations. We shall not transfer personal data outside the United Kingdom without a lawful transfer mechanism.
Full data processing terms are set out in any applicable signed agreement. Where no signed agreement exists, these provisions constitute the data processing agreement between the parties.
Each party shall keep confidential all information of a confidential nature disclosed in connection with these Terms and shall not disclose it without the other party's written consent. You shall treat the Software, its architecture, operational methods, and all documentation as our confidential information. Confidentiality does not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known before disclosure; is independently developed without reference to confidential information; or is required to be disclosed by law or court order.
Neither party shall be liable for delay or failure caused by events beyond reasonable control, including: acts of God, fire, flood, earthquake, storm; epidemic or pandemic; war, terrorism, riot; government action, sanction, embargo; internet, telecommunications, or power failure; cyber attack or denial-of-service attack; failure of third-party hosting or infrastructure; discontinuation of third-party software dependencies; or labour disputes. A party affected by force majeure shall notify the other promptly and mitigate where possible. If a force majeure event continues for ninety (90) days, either party may terminate on thirty (30) days' notice. No refund of the licence fee is payable. Nothing relieves you of any obligation to pay sums due.
These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Before commencing court proceedings (other than for injunctive or urgent relief), the parties shall attempt to resolve any dispute by negotiation in good faith. Either party may escalate by written notice, and the parties shall use reasonable endeavours to resolve within thirty (30) days. Nothing prevents either party from seeking urgent injunctive or interim relief at any time.
These Terms (together with any signed Perpetual Software Licence Agreement and/or Managed Service Agreement, the applicable order, and our Privacy Policy) constitute the entire agreement and supersede all prior negotiations, representations, and agreements. No reliance has been placed on any statement outside these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
We may amend these Terms with thirty (30) days' written notice. Continued use of the Software after the effective date of any amendment constitutes acceptance. If you disagree, you may terminate; no refund of the licence fee is payable. No amendment shall remove or materially diminish the core functionality (supplier feed processing, pricing engine, stock synchronisation, price synchronisation, order tracking, listing management, and reporting). This limitation does not apply to changes required by third-party platform modifications, legal requirements, or security concerns.
If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary or deemed deleted, without affecting the remaining provisions.
You may not assign, transfer, or subcontract any rights or obligations without our prior written consent. We may assign or transfer our rights and obligations to any successor in title or affiliate without your consent.
No failure or delay in exercising any right shall constitute a waiver of that right.
No person other than the parties shall have rights under the Contracts (Rights of Third Parties) Act 1999.
Nothing in these Terms establishes any partnership, joint venture, or agency relationship.
All notices shall be in writing, delivered by hand, pre-paid first-class post, or email. Post is deemed received in two (2) business days; email on the next business day after sending.
Clauses B3 (non-refundable fee), B6 (no price protection), B9 (restrictions), B12 (intellectual property), B14 (warranties), B15 (limitation of liability), B16 (indemnification), B21 (duty to verify outputs), B22 (no liability for business losses), B23 (marketplace consequences), B24 (data security boundaries), B28 (feedback), C5 (early termination payment), C10 (materials and IP), C11 (managed service liability and indemnity), D6 (trial liability cap), D7 (trial indemnity), G1 (data protection), G2 (confidentiality), and G4 (governing law) survive termination.
For questions about these Terms, licensing enquiries, or support, contact us at sales@invtri.com.
Ruposhi Global Limited · Company No. 14162541 · VAT No. GB452154219