Terms of Service

1. The Service

RecoupOS is web software that helps retail operators organize vendor credit information: it reads spreadsheets and exports you upload (for example point-of-sale discount reports and defective-product logs), produces reports and summaries from them, and keeps a ledger of credits you record. We may add, change, or remove features over time. We will give reasonable notice of changes that materially reduce the Service's core functionality.

The Service produces reports from the data you provide. It does not verify that data, does not communicate with your vendors, and does not guarantee that any vendor will accept a report or issue a credit. You are responsible for reviewing reports before relying on them or sending them to anyone.

2. Accounts and your team

• You must be at least 18 and authorized to bind the business ("Customer") that signs up. The person who signs up becomes the Customer's first administrator.
• Administrators can invite other users into the Customer's organization. The Customer is responsible for everyone it invites, for keeping credentials confidential, and for all activity under its accounts. Tell us promptly at [support email] if you suspect unauthorized access.
• You must give accurate account and billing information and keep it current.

3. Free trial, subscriptions and payment

• Free trial. New organizations receive a 14-day free trial. A valid payment method is required to start it. You will not be charged during the trial. Unless you cancel before the trial ends, your subscription begins automatically on the first day after the trial and your payment method is charged for the plan you selected.
• Plans and limits. Each plan allows a maximum number of store locations and is billed monthly in advance. Current plans and prices are shown on our pricing page and in your Billing page. We may change prices with at least 30 days' notice; changes apply from your next billing period.
• Plan changes. You may upgrade or downgrade at any time from Billing. Changes are prorated. You cannot downgrade below the number of active stores in your account.
• Payments. Payments are processed by Stripe, Inc. We do not store your full card number. By subscribing you authorize us and Stripe to charge your payment method on each renewal date.
• Failed payments. If a charge fails, we will retry it and notify you. Access continues for a short grace period (currently 7 days). If payment is still unsuccessful, access to the Service is suspended until it is resolved. Your data is retained during suspension (see Section 7).
• Cancellation. You may cancel at any time from Billing. Cancellation takes effect at the end of the current paid period; you keep access until then. Fees already paid are non-refundable except where required by law or expressly stated by us in writing.
• Taxes. Prices exclude taxes. You are responsible for any sales, use, VAT or similar taxes that apply, which may be added to your invoice.

4. Your data

• You own it. Files you upload, the records you create, and the reports generated from them ("Customer Data") belong to you. You grant us a limited license to host, process, display and back up Customer Data solely to provide and support the Service for you.
• Your responsibility. You confirm that you have the right to upload the data you upload and that doing so does not violate any law, contract (including point-of-sale or vendor agreements), or third party's rights.
• Isolation. Customer Data is logically separated by organization. Users in one organization cannot access another organization's data.
• Our access. Our staff may access Customer Data only to operate the Service, resolve a support request you make, investigate abuse or security incidents, or as required by law.
• Export. You can export your reports and ledger (CSV / PDF) at any time while your account is active.

Our Privacy Policy explains what we collect and how we handle it.

5. Acceptable use

You agree not to: use the Service for anything unlawful; upload data you have no right to use; attempt to access another customer's organization or data; probe, scan, or disrupt the Service or its security; reverse-engineer or copy the Service except as the law allows; resell or sublicense access without our written consent; or use automated means to extract data beyond normal use of the features we provide. We may suspend accounts that violate this section after notice where practical.

6. Availability, support and changes

We aim to keep the Service available at all times but do not guarantee uninterrupted or error-free operation. Maintenance, updates, and factors outside our control (including our hosting and payment providers) may cause interruptions. Support is provided by email at [support email] during normal business hours. We may modify the Service; if we discontinue it entirely we will give at least 30 days' notice and a means to export your data.

7. Term, suspension and data retention

• These Terms apply from sign-up until your organization is deleted.
• We may suspend access for non-payment, a material breach of these Terms, or to prevent harm to the Service or other customers. We will tell you why and how to resolve it where practical.
• If your subscription ends (cancellation, non-payment, or trial expiry without subscribing), your Customer Data is retained for 90 days, during which you can resubscribe and pick up where you left off or ask us for an export. After 90 days it may be permanently deleted.
• You can ask us to delete your organization and all its data sooner by emailing [support email] from an administrator account.

8. Intellectual property

The Service, including its software, design, and documentation, is owned by us or our licensors and protected by intellectual-property laws. These Terms do not transfer any rights in the Service to you other than the right to use it as described. Feedback you give us may be used without obligation to you.

9. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. We do not warrant that reports will be accurate or complete (they depend on the data you upload), that any vendor will honor a credit, that the Service meets regulatory requirements applicable to your business, or that it will be error-free or secure. The Service is not accounting, tax, or legal advice.

10. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR UNCOLLECTED VENDOR CREDITS, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS IN ANY 12-MONTH PERIOD WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THAT PERIOD. Some jurisdictions do not allow certain limitations; in those places our liability is limited to the smallest amount the law permits.

11. Indemnity

You will defend and indemnify us against third-party claims, and related costs including reasonable attorneys' fees, arising from Customer Data, your use of the Service in violation of these Terms or the law, or your dealings with your vendors.

12. Governing law and disputes

These Terms are governed by the laws of the State of Michigan, USA, without regard to conflict-of-law rules. Any dispute will be brought in the state or federal courts located in [county], Michigan, and you consent to their jurisdiction. Before filing, each party agrees to try in good faith to resolve the dispute by contacting the other in writing and allowing 30 days for a response.

13. General

• Changes to these Terms. We may update these Terms. For material changes we will notify administrators by email or an in-app notice at least 14 days before they take effect. Continued use after that date is acceptance.
• Entire agreement. These Terms and the Privacy Policy are the whole agreement between us about the Service and replace any prior discussions.
• Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.
• Severability; waiver. If any provision is unenforceable, the rest remains in effect. Not enforcing a provision is not a waiver of it.
• Notices. We will contact you at the administrator email on file. Contact us at [support email] or [mailing address].