END USER LICENCE AGREEMENT AND TERMS OF USE
DARITHMA LTD
This END USER LICENCE AGREEMENT AND TERMS OF USE is effective as of 1 June 2025 (the “Agreement”) and is entered into by and between:
(i) DARITHMA LTD, a limited liability company incorporated and validly existing under the laws of the Republic of Cyprus, registered number HE476166, tax number 60181289B, with registered office at Gerolakkou Avenue, 6A, 8540, Paphos, Cyprus (the “Licensor”); and
(ii) the Customer.
(hereinafter collectively called the “Parties” and each one of them a “Party”);
WHEREAS:
LOCAL DATA RESPONSIBILITY: DARITHMA is installed and runs on your device(s). Unless you choose to use optional online services (if any), your accounting records and other Customer Data remain in your local environment. You are solely responsible for securing your devices and network, and for making, testing and retaining backups and restores. The Licensor does not host your local accounting database and cannot recover lost local data.
A. The Licensor develops and licenses the Software and related downloadable components and, where applicable, online services (e.g., licensing, updates and support portals).
B. The Customer wishes to access and use the Software subject to the terms of this Agreement.
C. The Licensor is domiciled in Cyprus and offers international availability; disputes are governed in accordance with clause 28.
D. Monetary amounts, prices, renewals and promotions are governed exclusively by the Licensor’s Website and order flow or by specific written commercial terms agreed between the Licensor and the Customer.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following terms have the following meaning:
“Business Day” means a day other than a Saturday, Sunday or official public holiday in the Republic of Cyprus, on which banks in Cyprus are generally open for business.
“Personal Data” has the meaning given in Regulation (EU) 2016/679 (General Data Protection Regulation), as amended from time to time.
“Customer” means the natural person, legal entity, public authority, agency or other body that (a) creates an account, (b) clicks to accept these terms on the Website or within the Software, (c) downloads, installs, accesses or uses the Software, and/or (d) pays any applicable fees, and by doing so agrees to be bound by this Agreement.
“Customer Data” means data, content and personal data stored in, entered into, uploaded to or generated by the Software within the Customer’s environment (including any local databases). Where the Customer uses any optional online services (e.g., licensing, updates or support portals), Customer Data also includes any data submitted to those online services.
“Documentation” refers to the user guides, specifications, notices (including open-source notices), and policies published on the Website and/or provided as annexes to the Agreement.
“Invited User” means any individual the Customer authorises to access or use the Software.
“Maintenance” means support, additional training (where offered), bug fixes, and updates/new versions the Licensor elects to provide during any applicable maintenance term purchased via the Website, a Purchase Confirmation or specific terms agreed with the Customer.
“Purchase Confirmation” means the Licensor’s confirmation of the Customer’s purchase and applicable commercial terms, which may be provided electronically and without signature, including (as applicable) the receipt or invoice, the licence delivery email, and/or a confirmation page or email issued after payment. The Purchase Confirmation may specify (as applicable) the initial licence fee, any maintenance fees and renewal terms, the scope of permitted use (such as device or user limits), and any included support, training, updates or bug fixes. Each Purchase Confirmation is incorporated by reference and forms part of this Agreement.
“Software” or “Service” means the accounting software provided by the Licensor primarily as a standalone installation on a local machine (laptop/PC) and any downloadable clients, connectors or components made available by the Licensor from time to time, together with any optional online services expressly provided by the Licensor (such as licensing/activation, update delivery or support portals), including any AI-assisted features and/or automations.
“Third-Party Service” means any product, service, data feed, bank feed, connector, API, or integration not developed by the Licensor but made available to interoperate with the Software.
“Website” means https://www.darithma.com/ and any sub-pages on which the Licensor publishes Documentation, legal terms and offers.
1.2 Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa. “Including” means “including without limitation”. References to laws include their Cyprus implementations and amendments. In the event of conflict, clause 27 applies.
2. ACCEPTANCE AND FORMATION
2.1 By ticking the acceptance box, creating an account, making a payment and/or receiving a Purchase Confirmation, logging in, and/or accessing or using the Software, the Customer irrevocably acknowledges that it has read, understood, and accepted this Agreement, consents to electronic contracting and record-keeping (including click-through and click-wrap mechanisms), and requests immediate performance of the digital service. Where an individual accepts on behalf of an organisation, such individual represents and warrants that they possess full authority to bind that organisation, and in the absence of such authority or identification of an organisation, the individual shall be deemed the Customer and personally bound hereby. Acceptance or use of the Service by any Invited User shall be deemed acceptance by the Customer, who shall be liable for all acts and omissions of such Invited User in connection with the Service. The Customer further agrees that the Licensor’s system logs and records shall constitute prima facie evidence of the Customer’s acceptance of this Agreement and the date thereof.
2.2 Where consumer law applies, any statutory right of withdrawal for digital content or digital services ceases once performance begins with the consumer’s express request and acknowledgment. If the Customer does not agree, it must not use the Software. A model withdrawal form appears in Annex D.
2.3 If the Customer is a business, the person accepting represents and warrants authority to bind the Customer.
3. GRANT OF LICENCE
3.1 The Licensor grants the Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the Software during the authorised term solely for the Customer’s internal business purposes and in accordance with this Agreement, the Documentation, any applicable Purchase Confirmation and applicable law.
3.2 Use must remain within user, feature and usage parameters stated on the Website, in the Documentation or in the applicable Purchase Confirmation.
3.3 The Customer may install and run the Desktop Software on up to three devices concurrently per account (or as otherwise stated in a Purchase Confirmation or checkout confirmation). Access to any optional online services is not constrained by that device count unless expressly stated in a Purchase Confirmation or checkout confirmation.
3.4 The Customer shall not resell, sublicense, time-share, permit third-party access (except Invited Users), copy except as permitted by law, reverse engineer where such restriction is lawful, remove proprietary notices, circumvent technical controls, or use the Software to build or assist a competing service.
3.5 If APIs are provided, usage is subject to any keys, rate limits and policies in the Documentation and may be suspended for abuse, security or legal reasons, in each case subject to clause 23.
4. ACCOUNT ROLES AND RESPONSIBILITY
4.1 The Customer controls access to the Software and sets Invited User permissions.
4.2 The Customer is responsible for all actions of Invited Users, maintaining accurate account information, enabling appropriate security configurations and promptly removing access for departed users.
4.3 Subject to clause 23, the Licensor has no liability for the Customer’s configuration or access-management decisions.
5. COMMERCIAL TERMS AND PRICING
5.1 This Agreement contains no prices, fees, charges, renewal mechanics or discounts.
5.2 All monetary and commercial terms, including any one-time licence and any maintenance offering, as well as renewals, promotions and any specific commercial terms agreed between the Licensor and the Customer, are those published on the Website and/or stated in a Purchase Confirmation or other written commercial agreement, and are incorporated by reference. The Maintenance Fee is as agreed with the Customer and/or as stated on the Website and/or in the applicable Purchase Confirmation.
5.3 Tax treatment, invoicing and VAT handling are as communicated at checkout, on the Purchase Confirmation or in written commercial terms agreed with the Customer and shall govern.
5.4 The Software is primarily provided as software for download and use on devices (a standalone installation on a local machine (laptop/PC)) (the “Desktop Software”). The licence granted under clause 3 includes the right to install and run the Desktop Software, whether by providing access for the Customer to download it or by directly installing it onto the Customer’s systems, subject to the device/user limits in clause 3.3 and any applicable Purchase Confirmation or checkout confirmation. Unless otherwise stated in a Purchase Confirmation or checkout confirmation, fees for the Desktop Software comprise: (i) a one-time, upfront licence fee for the initial grant of rights (the “Initial Licence Fee”); and (ii) if elected by the Customer or included in the commercial terms, an annual fee as agreed with the Customer and/or as stated on the Website and/or in the applicable Purchase Confirmation for support, additional training, bug fixes, and updates/new versions that the Licensor elects to provide (the “Maintenance”), payable for each twelve (12) month period beginning on the date the Desktop Software is first made available to the Customer and for each such twelve (12) month period thereafter (each a “Maintenance Year”, and such fee the “Maintenance Fee”). If the Customer does not purchase or renew Maintenance, the Customer may continue to use the Desktop Software version then made available under the licence granted in clause 3, but the Licensor is not obliged to provide Maintenance, support, training, bug fixes or updates/new versions until Maintenance is purchased or reinstated. The Initial Licence Fee and the Maintenance Fee shall be as stated on the Website or in the applicable Purchase Confirmation and are due on or before the first day of the relevant term (or, if invoiced, within the payment term stated on the invoice), subject to clause 5.3. The Customer acknowledges and agrees that the Desktop Software is operated in the Customer’s own environment and, as such, does not include server-side security, monitoring, backups, redundancy, disaster recovery, continuity safeguards, availability commitments, data retention or recovery, or other infrastructure-level protections or service levels that may apply to any optional online services. The Customer is exclusively responsible for its local environment (including hardware, operating system, database, networks), configurations, access management, updates/patching, malware protection, encryption at rest, logging/monitoring, backup/restore, business continuity, and compliance, and shall ensure that its systems meet and continue to meet the minimum requirements notified by the Licensor from time to time (including the need to install patches and supported versions). To the maximum extent permitted by law, the Desktop Software (and any Maintenance deliverables) is provided “as is” and “as available” without warranties of any kind, and the Licensor does not warrant that the Desktop Software will be uninterrupted or error-free in the Customer’s environment. Clauses 6–9 apply as follows: (a) for the Desktop Software, clause 6 applies to support and to making installers/updates available, and clauses 7–9 apply only to the limited extent the Licensor processes Personal Data in providing support/Maintenance or any optional online services used by the Customer; and (b) for any optional online services, clauses 6–9 apply to those services in the ordinary way. Without limiting clause 22, the Customer shall indemnify, defend and hold harmless the Licensor, its affiliates and personnel from and against all losses, damages, costs, liabilities and claims (including reasonable legal fees) arising out of or in connection with (a) the Customer’s environment, configurations, integrations or third-party systems; (b) the Customer’s failure to implement appropriate security, backups or compliance; or (c) the Customer’s use of the Desktop Software in breach of this Agreement.
5.5 Fees paid for the Downloadable Initial Licence Fee or for any elapsed portion of a Maintenance Year are non-refundable except as expressly provided in this Agreement or required by law. For clarity and avoidance of doubt, the exclusions of liability in clause 21, the indemnities in clause 22 and the limitation of liability in clause 23 apply in full to the Downloadable Component, Maintenance and related fees, and no additional or different warranties, service levels, data retention or continuity obligations shall be implied or arise by course of dealing, usage or trade; all other clauses of this Agreement apply to the Downloadable Component mutatis mutandis.
6. AVAILABILITY AND SUPPORT
6.1 The Licensor will use commercially reasonable efforts to (a) make the Desktop Software available for download/installation and (b) operate any optional online services. The Customer acknowledges that the performance and availability of the Desktop Software depends on the Customer’s local environment and third-party dependencies (hardware, operating system, database, networks and security controls). To the maximum extent permitted by law and subject to clause 23, the Licensor has no liability for any unavailability, interruption, delay or failure caused by factors outside the Licensor’s reasonable control (including the Customer’s environment).
6.2 Unless expressly stated on a Purchase Confirmation or in written commercial terms, no specific uptime commitment or service credits apply. Any uptime/availability commitments (if any) apply only to the optional online services and not to the Desktop Software operating in the Customer’s environment.
6.3 Planned maintenance may occur for the optional online services (and/or for the delivery of updates to the Desktop Software) and the Licensor will endeavour to provide notice where practicable.
6.4 Support scope and hours are described on the Website and may evolve, in each case subject to clause 23.
7. SECURITY
7.1 The Licensor does not host Customer Content or the Customer’s accounting database as part of the Desktop Software. The Desktop Software operates in the Customer’s local environment and typically uses PostgreSQL as its database engine (or such other database engine as may be specified in the Documentation). The Customer acknowledges that, for the Desktop Software, security depends primarily on the Customer’s local environment; the Customer is responsible for securing and maintaining its devices, networks and databases (including database configuration, access controls, patching and local backups) and for protecting user credentials. Where the Licensor processes limited Personal Data for licence delivery, billing/receipts, or support communications, the Licensor will take reasonable measures appropriate to that limited processing (such as restricting access to authorised personnel and maintaining updated systems used for business communications). Any materials voluntarily provided for support (e.g., screenshots, logs, sample files) will be used only to provide support and may be deleted when no longer needed. No system is perfectly secure and incidents may occur; any obligations of the Licensor are subject to clause 23.
7.2 The Customer must maintain credential secrecy, adopt multi-factor authentication where available, manage permissions, secure its devices and networks, and refrain from storing sensitive data in free-form fields the Software does not explicitly request.
7.3 Subject to clause 23, the Licensor shall have no liability for failures by the Customer to implement reasonable security or follow the Documentation.
8. BACKUPS AND DATA PORTABILITY
8.1 The Customer is solely responsible for backing up Customer Data stored locally within the Desktop Software, and for testing restores and maintaining business continuity. The Licensor may operate backups only for any optional online services (if provided) and any such backups are not a substitute for the Customer’s own backups/exports.
8.2 For loss or corruption of Customer Data stored locally, the Licensor has no ability and no obligation to recover such data. Where loss or corruption relates to data held within an optional online service (if any), the Licensor’s obligation is limited to taking reasonable steps to attempt recovery from available backups, subject to clause 23.
8.3 The Desktop Software may include features to export or otherwise extract Customer Data and reports. The Customer is responsible for using such features to maintain its own records and to facilitate any migration or portability needs. Where an optional online service stores Customer Data (if any), the Licensor will make available reasonable means to export such data within a reasonable period upon termination or upon written request.
8.4 For Customer Data stored locally in the Desktop Software, deletion, retention and archiving are controlled by the Customer. Where the Licensor holds any Customer Data in an optional online service or support system, after any legally required retention, such Customer Data will be deleted or irreversibly anonymised from the Licensor’s active systems, with residual copies expiring per backup cycles.
8.5 The Customer should maintain exports/backups in a safe and secure manner and ensure compliance with applicable record-keeping and tax obligations. The Licensor is not responsible for the Customer’s record retention obligations.
9. DATA PROTECTION AND PRIVACY
9.1 DARITHMA is a Desktop Software installation. The Customer’s accounting records and other data entered into or generated by the Desktop Software (“Customer Data”) remain stored in the Customer’s own environment (e.g., the Customer’s laptop/PC and any local backups). The Licensor does not host, access or otherwise receive Customer Data as part of ordinary use of the Desktop Software.
9.2 The Licensor processes only limited information about the Customer for licensing, billing and relationship management purposes, such as: account email address, name and/or company name (as provided at signup), purchase/maintenance status, licence identifiers, and billing/invoicing details needed to issue a receipt/invoice. The Licensor does not receive or store payment card details; payments are handled by a third-party payment processing provider.
9.3 The purposes of this limited processing include: (a) delivering licence files/keys and administering licence status; (b) issuing receipts/invoices and keeping records for accounting and legal compliance; (c) administering Maintenance (if purchased), including support and additional training; (d) communicating important notices, security information and version availability; and (e) preventing fraud/abuse and protecting the Licensor’s rights.
9.4 If the Customer contacts support, the Customer may choose to share information (for example: screenshots, error logs, configuration details or extracts) to help diagnose an issue. The Customer should not share unnecessary personal or sensitive information. Any information shared for support will be used only to provide support and will be retained only as long as reasonably necessary for that purpose and for audit/record-keeping where required.
9.5 The Customer remains responsible for (a) the lawfulness of any Customer Data the Customer inputs into the Desktop Software, including providing any required notices to third parties; and (b) implementing appropriate technical and organisational measures in the Customer’s environment, including device security and backups.
9.6 The Licensor will implement reasonable safeguards to protect the limited licensing/billing/support information it processes, and will share such information only with third parties as necessary for the purposes above (for example, the payment processing provider and email delivery services). The Licensor does not sell Customer information.
9.7 Further details (including contact details and data subject rights) are set out in Annex A (Privacy Notice), which forms part of this Agreement.
10. ACCEPTABLE USE
10.1 The Customer shall not use the Service to store or transmit unlawful, harmful, infringing, defamatory, deceptive or misleading material; to send spam or malware; to attempt to gain unauthorised access; to probe, scan or test vulnerability without authorisation; to benchmark for competitive purposes; or to burden or disrupt the Service.
10.2 The Licensor may suspend or disable offending use without liability except as provided in clause 23.
10.3 The Customer remains responsible for its users’ compliance with this Agreement.
11. THIRD-PARTY SERVICES AND BANK FEEDS
11.1 The Software may interoperate with Third-Party Services, including bank feeds, account-information or payment-initiation services and tax or compliance add-ons; access and use may require acceptance of third-party terms and privacy policies, for which the Customer is solely responsible.
11.2 To the maximum extent permitted by law and subject to clause 23, the Licensor does not control and is not responsible for Third-Party Services, their security, availability, accuracy, fee policies or data practices, and makes no representation regarding continued availability, accuracy of balances, categorizations or transaction data; connections may fail, be delayed, be rate-limited, change or cease without liability of the Licensor.
11.3 Where required by law, any account-information or payment-initiation is provided by authorised third parties; the Licensor is not a bank, payment institution or e-money institution and does not hold customer funds.
12. AI AND BETA FEATURES
12.1 AI-assisted features or automations may be offered; outputs may be inaccurate or incomplete and must be reviewed by the Customer; such features are not professional advice.
12.2 Preview, trial or beta features are provided “as is”, may be suspended or withdrawn at any time and are not for production use; no service levels or credits apply.
12.3 To the maximum extent permitted by law and subject to clause 23, the Licensor has no liability arising from AI or beta features.
13. INTELLECTUAL PROPERTY AND FEEDBACK
13.1 The Software, the Documentation, and all underlying and related technologies, architectures, databases, data models, schemas, interfaces, APIs, connectors, templates, configurations, algorithms, models (including AI/ML models), prompts, workflows, scripts, compilations, selections and arrangements, and all updates, upgrades, patches, fixes, enhancements and derivative works thereof (together, the “Licensor Materials”), and all intellectual property rights in and to the Licensor Materials (including patents, utility models, copyrights, database rights, design rights, trade secrets and know-how) are and shall remain the exclusive property of the Licensor and its licensors. The Customer acquires no right, title or interest in the Licensor Materials except the limited licence expressly granted in this Agreement; all rights not expressly granted are reserved. The Licensor Materials are licensed, not sold. For clarity, nothing in this clause transfers ownership of Customer Data.
13.2 No rights are granted by implication, estoppel or otherwise. Any configurations, parameter settings, mappings, forms, custom fields, reports, saved queries, dashboards or similar created within the Software constitute use of the Licensor Materials and do not create any intellectual property right in favour of the Customer in the Licensor Materials. To the extent the Licensor creates, adapts or delivers any modification, configuration, customisation or derivative of the Licensor Materials for or with the Customer, such work shall be deemed part of the Licensor Materials and owned exclusively by the Licensor, unless the Licensor expressly agrees otherwise in a signed writing.
13.3 Except to the limited extent mandatorily permitted by applicable law (and then only upon prior written notice to the Licensor and solely to the extent necessary to achieve such permitted interoperability), the Customer shall not, and shall not permit any third party to: (a) copy, frame, mirror, distribute, publish, disclose or display any Licensor Materials; (b) translate, adapt, modify, create derivative works of or otherwise alter any Licensor Materials; (c) reverse engineer, decompile or disassemble any Licensor Materials or attempt to derive source code, underlying ideas, algorithms or non-public APIs; (d) remove, obscure or alter any proprietary, attribution or technological-protection notices; (e) circumvent or attempt to circumvent access controls, usage limits, licence keys, seat controls, domain or tenant restrictions or other technical protections; (f) use the Licensor Materials to build, train or improve a product or service that is competitive with the Software, or for benchmarking, text-and-data mining, model training or competitive analysis, except as expressly permitted in writing by the Licensor; (g) scrape, harvest, bulk export or create datasets from the Licensor Materials or the outputs thereof; (h) use the Licensor Materials in violation of export control or sanctions laws or in high-risk systems where failure could lead to death or personal injury; or (i) claim, register or attempt to enforce any intellectual property right in or to the Licensor Materials.
13.4 The Licensor’s names, logos and product/service marks (the “Licensor Marks”) are the property of the Licensor. No right or licence to use the Licensor Marks is granted except for factual, truthful references to the Software in accordance with any published brand guidelines or with the Licensor’s prior written consent. The Customer shall not register, acquire or use any domain name, handle or identifier containing, or confusingly similar to, any Licensor Mark.
13.5 The Software may include third-party and/or open-source components. Such components are governed by their respective licences as identified in the Documentation or within the Software. To the extent of any conflict between such third-party/open-source licences and this Agreement in respect of the relevant component, the third-party/open-source licence shall prevail solely for that component. Subject to clause 23, the Licensor disclaims any warranty or liability in respect of third-party components, and the Customer is responsible for complying with applicable third-party licence terms.
13.6 The Licensor may collect and use telemetry, logs, diagnostics, performance data, usage statistics and related information about the operation and use of the Software (“Usage Data”) and may create and use aggregated and/or anonymised data derived from the Customer’s use (“Aggregated Data”) for purposes including security, support, billing verification, reliability, analytics, capacity planning, product improvement and development. Usage Data and Aggregated Data are Licensor Materials and do not include Customer-identifiable content; any processing of personal data within such data is subject to clause 9 to the limited extent clause 9 applies.
13.7 The Licensor (and/or its licensors) exclusively owns all right, title and interest in and to any AI/ML models, prompts, embeddings and related tooling used by or within the Software, including improvements derived from generalised learning across users. Any content generated by such features (“AI Output”) may be used by the Customer subject to this Agreement; the Customer remains solely responsible for verifying the accuracy, legality and fitness of AI Output for its purposes and for ensuring that its prompts and inputs do not infringe third-party rights. AI Output may be non-unique and similar or identical outputs may be generated for others. The Customer shall not use AI Output or prompts to train, fine-tune or otherwise improve models outside the Software without the Licensor’s prior written consent.
13.8 If the Customer or its users provide any suggestion, idea, correction, enhancement request, recommendation, code, sample, testimonial or other feedback relating to the Licensor Materials or the Service (“Feedback”), the Licensor may use, disclose, reproduce, license, distribute and exploit such Feedback without restriction or obligation. To the extent the Customer has or obtains any intellectual property right in the Feedback, the Customer hereby grants the Licensor a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free licence to exercise all such rights and irrevocably waives (and shall procure the waiver of) any moral rights to the maximum extent permitted by law. Feedback is provided “as is”, without confidentiality obligations, attribution or compensation unless agreed in writing.
13.9 The Licensor (and its professional advisers) may verify the Customer’s compliance with the licence scope, usage parameters, seat limits and technical controls set out in this Agreement, the Website and/or the applicable Purchase Confirmation. Verification may be performed remotely via available administrative tooling and logs, or, where remote verification is insufficient, on reasonable prior notice during normal business hours at the Customer’s premises. The Customer shall cooperate and promptly provide relevant records reasonably requested. If verification reveals unauthorised use, the Customer shall promptly pay applicable fees for the period of overuse at the then-current rates, plus reasonable verification costs if overuse exceeds five percent (5%), without prejudice to the Licensor’s other rights and remedies (including suspension or termination under clause 16). Amounts due are subject to clause 5.3 and the limitations in clause 23.
13.10 The Customer acknowledges that unauthorised use or disclosure of the Licensor Materials, breach of the restrictions in this clause 13, or violation of the Licensor’s intellectual property rights would cause irreparable harm for which monetary damages would be inadequate, and the Licensor is entitled to seek immediate injunctive and other equitable relief in any court of competent jurisdiction, without bond or other security, to prevent or curtail any actual or threatened breach.
13.11 This clause 13 survives termination or expiry of the Agreement. In the event of any conflict between this clause 13 and any Documentation, this clause 13 prevails. All disclaimers, exclusions and limitations in clauses 20–23 apply to this clause 13 to the fullest extent permitted by law.
13.12 Where the Customer is a public body or regulated entity subject to mandatory procurement or IP regimes, the Customer acknowledges that the Licensor Materials are commercial items and that any use is subject exclusively to the terms of this Agreement; any conflicting mandatory terms shall apply only to the minimum extent required by law and shall not expand the Customer’s rights in the Licensor Materials.
14. PROFESSIONAL ADVICE AND COMPLIANCE
14.1 The Licensor does not provide financial, accounting, legal or tax advice; the Customer is solely responsible for verifying outputs and ensuring compliance with accounting, tax and regulatory requirements, including filings, deadlines, rates, e-invoicing and record-keeping, in each case subject to clause 23.
14.2 Any compliance or localisation features are provided for convenience only and may not reflect real-time or jurisdiction-specific changes; the Customer must verify suitability, and the Licensor has no liability for the Customer’s compliance obligations, subject to clause 23.
15. CONFIDENTIALITY
15.1 Each Party must protect the other’s confidential information using at least the care it uses for its own similar information and may use it only to perform this Agreement.
15.2 Confidentiality does not apply to information that is public without breach, already known, independently developed or lawfully obtained.
15.3 Disclosures required by law are permitted after prompt notice where lawful and practicable, in each case subject to clause 23.
16. SUSPENSION AND TERMINATION
16.1 The Licensor may suspend access where reasonably necessary due to material breach, fraud, legal risk, infringement or security threats, with prior notice where practicable and immediate action where necessary, without liability except as provided in clause 23.
16.2 Either Party may terminate for material breach not cured within a reasonable period after written notice.
16.3 The Customer may terminate in accordance with the commercial terms on the Website, the Purchase Confirmation or written commercial terms.
16.4 Upon termination, the Customer’s licence and access cease; data export and deletion proceed under clauses 8 and 9.12, subject to clause 23.
17. CONSUMER MATTERS
17.1 Nothing in this Agreement excludes mandatory consumer rights where they apply under EU and Cyprus consumer law concerning digital content and digital services; where such law applies and conflicts with this Agreement, it prevails to the extent of the conflict.
17.2 Where required by law, the Licensor will supply the Service in conformity with the contract, including necessary security and functionality updates; if the Service lacks conformity, the Customer may request that it be brought into conformity, and if impossible or disproportionate, may be entitled to a price reduction or termination as provided by law.
18. EXPORT CONTROLS AND SANCTIONS
18.1 The Customer represents that it is not subject to EU, UK or US sanctions or listed as a restricted party.
18.2 The Customer shall not use the Service in violation of applicable export-control or sanctions laws and shall comply with applicable anti-bribery and anti-corruption laws.
19. CHANGES TO THE SERVICE AND TERMS
19.1 The Licensor may modify features or functions provided such modifications do not materially degrade the core accounting functionality of the Customer’s current plan during the then-current term, without liability except as provided in clause 23.
19.2 The Licensor may update this Agreement from time to time. For material changes, the Licensor will provide notice by email or in-app before the change takes effect.
19.3 Continued use after the effective date constitutes acceptance.
19.4 If the Customer reasonably objects to a material change that materially degrades the Customer’s rights, the Customer may terminate before the change takes effect and receive any pro-rata refund stated on the Website for prepaid, unused maintenance, in each case subject to clause 23.
20. WARRANTIES AND DISCLAIMERS
20.1 The Licensor warrants it has the right to grant the licence.
20.2 To the maximum extent permitted by law, the Service and all Third-Party Services are provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose, accuracy and non-infringement; any non-excludable statutory warranties are limited to the shortest duration permitted by law, and all liability remains subject to clause 23.
21. EXCLUSIONS OF LIABILITY
21.1 To the maximum extent permitted by law, the Licensor, its affiliates and suppliers shall not be liable for loss of revenue or profit; loss of goodwill, customers, capital or anticipated savings; legal, tax or accounting compliance issues; damage to reputation; loss in connection with any other contract; indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense; temporary or permanent unavailability of the Service; loss, corruption or inaccuracy of data; failures due to events beyond reasonable control; reliance on outputs without independent verification; incompatibility of the Service with the Customer’s environment; unauthorised access to the Customer’s data unless caused solely by the Licensor’s gross negligence; errors or omissions in Documentation; or inaccuracies, misstatements, omissions or defects in any reports, calculations, tax documents, financial outcomes or results produced by the Software, including invoices, ledgers, financial statements, tax summaries and analytical outputs, all subject to clause 23.
22. INDEMNITIES
22.1 The Customer shall indemnify and hold harmless the Licensor, its directors and personnel against losses, costs (including reasonable legal costs), expenses, demands and liabilities arising out of a third-party claim that results from the Customer’s use of the Service, configurations or data, the Customer’s breach of this Agreement or law, or any Third-Party Service enabled by the Customer, except to the extent such loss arises from the Licensor’s breach of this Agreement or from the Licensor’s gross negligence, wilful misconduct or fraud.
22.2 The Licensor will take reasonable mitigation measures and promptly notify the Customer of the claim and cooperate reasonably at the Customer’s expense; the Customer may assume the defence and settlement provided any settlement fully releases the Licensor and imposes no obligations other than cessation of use.
22.3 Any indemnity obligations of the Licensor (if any) and any liability arising in connection with indemnified matters are subject to clause 23.
23. LIMITATION OF LIABILITY
23.1 Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and any non-excludable statutory rights (including, where applicable, mandatory consumer rights).
23.2 To the maximum extent permitted by law, the Licensor, its affiliates, directors, officers, employees, subcontractors, suppliers and contractors shall have no liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise for: (i) loss of profit, revenue, business, contracts, opportunity, anticipated savings, goodwill, reputation or use; (ii) indirect, consequential, incidental, punitive, exemplary or special loss or damage; (iii) loss, corruption, destruction, disclosure, unavailability or inaccuracy of data, databases or software, or any failure of security, confidentiality or integrity; (iv) reliance by the Customer on any output, calculation, report, statement, reconciliation, classification, analytics, invoice, ledger, tax summary or other result generated by the Software without independent verification; (v) unavailability, interruption, delay, degradation, latency or failure of the Service or any part of it; (vi) incompatibility of the Service with the Customer’s hardware, software, network, settings or connectivity; (vii) Third-Party Services, bank feeds, data feeds, APIs, connectors or integrations (including their security, availability, accuracy, pricing, terms or continued provision); (viii) unauthorised access, account takeover, malware, ransomware, denial-of-service or other malicious acts, except to the extent caused solely by the Licensor’s wilful misconduct; (ix) the Customer’s non-compliance with accounting, tax, reporting, e-invoicing, audit or other regulatory requirements; (x) configuration errors, misuse, failure to follow Documentation, or failure to implement reasonable security (including MFA, credential hygiene and permissioning); (xi) acts or omissions of subcontractors, hosting providers, telecoms, or other suppliers, save only to the extent responsibility cannot lawfully be disclaimed under Article 28 GDPR; and (xii) any force majeure event under Clause 24.
23.3 Subject to clause 23.1, the Licensor’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amounts actually paid by the Customer to the Licensor for the Service in the six (6) months immediately preceding the first event giving rise to the claim, excluding taxes; where the Customer has paid less than six months of amounts in that period, the cap is the amount actually paid; if no amounts were paid, the cap is zero. This cap is a single aggregate cap for all claims and causes of action, does not renew or increase by reason of multiple events, periods or claims, and applies collectively to all persons benefiting from this clause.
23.4 For loss or corruption of data, the Licensor’s sole obligation is to take reasonable steps to attempt recovery from available backups, and any liability arising is subject to the aggregate cap above.
23.5 Any liability in connection with subcontractors or other third-party providers is, to the extent permitted by law, limited to the Licensor’s obligations under applicable data protection law in relation to the limited information described in clause 9 and Annex A and, in all events, is subject to this clause 23.
23.6 All remedies of the Customer under or in connection with this Agreement are, to the fullest extent permitted by law, limited to the remedies expressly set out herein; service credits (if any) and the foregoing aggregate cap are the Customer’s sole and exclusive monetary remedies for any failure or shortfall of the Service.
23.7 Any implied indemnities or warranties (to the extent they cannot be disclaimed) and any liability arising from them are subject to this clause 23.
23.8 The exclusions and limitations in this clause apply regardless of the cause of action or legal theory, whether or not the Licensor has been advised of the possibility of such loss or damage, and even if any remedy fails of its essential purpose.
23.9 Any claim arising out of or in connection with this Agreement must be commenced within twelve (12) months after the date on which the cause of action accrued; after that time, the claim is permanently barred to the extent permitted by law.
23.10 The Parties agree that the allocations of risk, exclusions and limitations in this clause 23 are reasonable and form an essential basis of the bargain reflected in this Agreement.
24. FORCE MAJEURE
24.1 Neither Party is liable for delay or failure to perform due to events beyond reasonable control, including internet or hosting outages, denial-of-service attacks, acts of God, war, labour disputes, governmental actions or failures of suppliers or subcontractors caused by such events; timeframes are extended for the period of the event and necessary recovery.
25. NOTICES
25.1 Notices must be in writing and sent by email to the Customer’s designated administrative email and to info@darithma.com, or by registered post or courier to the addresses in the preamble or Purchase Confirmation.
25.2 Notices are deemed delivered upon receipt, and for email when sent unless a delivery failure notice is received.
25.3 Operational communications, security alerts and service updates may be provided in-app or by email to the administrative email.
26. ASSIGNMENT AND SUBCONTRACTING
26.1 The Customer may not assign this Agreement without the Licensor’s prior written consent, not to be unreasonably withheld.
26.2 The Licensor may assign this Agreement in connection with a merger, acquisition, corporate reorganisation or sale of substantially all assets, and may subcontract obligations, including to subcontractors, remaining responsible for their performance, subject to clause 23.
27. PRECEDENCE, SEVERABILITY, WAIVER, RELATIONSHIP
27.1 In the event of conflict, the following order applies: first, the Website or Order-Form commercial terms accepted at the time of purchase or otherwise agreed in writing by the Licensor and the Customer; second, the data-protection terms in clause 9 (and any referenced transfer mechanisms solely for transfers); third, this Agreement; fourth, the Documentation.
27.2 If any term is held invalid, the remainder remains in effect and the term shall be enforced to the maximum extent permitted.
27.3 A failure to enforce is not a waiver of future enforcement.
27.4 The Parties are independent contractors.
28. GOVERNING LAW AND JURISDICTION
28.1 This Agreement is governed by the laws of the Republic of Cyprus.
28.2 The courts of Cyprus have exclusive jurisdiction for all disputes, without prejudice to any mandatory consumer forum rights where consumer law applies.
28.3 The Parties may by mutual agreement refer disputes to mediation in Cyprus prior to litigation.
29. ENTIRE AGREEMENT
29.1 This Agreement, together with any documents incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, understandings and representations, whether written or oral.
30. CONSENT PRIOR TO USE
30.1 By selecting “I agree” and proceeding, the Customer confirms acceptance of these terms and requests immediate access to the Service, acknowledging the consumer withdrawal position where applicable.
Annex A
Privacy Notice (Licensing, Billing and Support)
(1) Scope. This Annex describes how the Licensor handles limited personal information relating to licensing, billing and support. It does not apply to the Customer’s accounting records and other Customer Data stored locally within the Desktop Software.
(2) Information we may process. This may include: (a) account contact details (email address and, if provided, name); (b) company/billing details supplied at checkout or signup (such as company name and invoicing information); (c) licence identifiers and licence status; (d) purchase, maintenance and support history; and (e) support communications and any materials the Customer voluntarily provides for support (e.g., screenshots or error logs).
(3) Purposes. We use this information to: (a) deliver licence files/keys and administer licence status; (b) issue receipts/invoices and maintain records required by law; (c) administer Maintenance (if purchased), including support and additional training; (d) communicate important notices and version availability; and (e) protect our rights and prevent fraud/abuse.
(4) Sharing. We may share limited information with service providers only as necessary for the purposes above (for example, a payment processing provider for payments and an email delivery provider for sending licence files and receipts). We do not sell personal information.
(5) Retention. We retain licensing and billing records for as long as needed to administer the Agreement and comply with applicable legal obligations. Support materials are retained only as long as reasonably necessary for support, troubleshooting and record-keeping.
(6) Your rights. Subject to applicable law, you may request access, correction, deletion, restriction, portability or object to certain processing. Requests can be made using the contact details below.
(7) Contact. Privacy queries may be sent to the Licensor using the contact details on the Website or in the applicable Purchase Confirmation/receipt.
Annex B
Security Measures (Licensing, Billing and Support)
(1) Access controls and least-privilege permissions for systems that store licensing/billing/support records.
(2) Transport security (e.g., HTTPS/TLS) for Website interactions and email delivery where applicable.
(3) Reasonable administrative and technical safeguards, including change management and malware protection for Licensor-managed devices used to administer licensing and support.
(4) Logging and monitoring appropriate to the scale and nature of licensing/billing/support operations.
(5) Incident response steps to assess and address security events involving licensing/billing/support records, including notifying affected parties where required by applicable law.
Annex C
Maintenance and Support Summary
(1) Maintenance. Where the Customer purchases Maintenance, it may include support, additional training, bug fixing and access to new versions/updates, as described on the Website and/or in the applicable Purchase Confirmation or written commercial terms.
(2) Fees. Maintenance fees, renewal terms and any included services are as agreed with the Customer and/or as stated on the Website and/or in the applicable Purchase Confirmation.
(3) Customer responsibilities. Support is provided for the Desktop Software; the Customer remains responsible for their local environment, devices, connectivity, backups and restores.
(4) Updates. New versions may be made available for download via the Website. Installation of updates is at the Customer’s discretion unless otherwise agreed in writing.
Annex D
Model Withdrawal Form (Consumers Only)
D1. To: DARITHMA LTD, Gerolakkou Avenue, 6A, 8540 Paphos, Cyprus; Email: info@darithma.com
D2. I/We () hereby give notice that I/We () withdraw from my/our () contract for the supply of digital services named: DARITHMA accounting software.
D3. Ordered on () / received on ():
D4. Name of consumer(s):
D5. Address of consumer(s):
D6. Signature of consumer(s) (only if this form is notified on paper):
D7. Date: