Terms of Service

1. Who this is between

These terms are between Ventral Ventures LLC, a Texas limited liability company doing business as Skuvelo ("Skuvelo", "we", "us"), and the business that opens the account ("you"). Our address is 10900 Research Blvd, Ste 160C, PMB 3040, Austin, TX 78759, United States.

Skuvelo is a business product. By opening an account you confirm you are at least 18, you are using it for a business rather than personal purposes, and you have authority to accept these terms on behalf of that business.

You accept these terms by ticking the box and creating an account. We record which version you accepted, and when, against your user record.

2. What we provide

Skuvelo is inventory, forecasting, purchasing and reporting software delivered over the internet. What is included is what is visible in your account at the time.

We improve the product continuously, which means features change. Before we remove or materially reduce a feature you are actively using, we will give you at least 30 days' notice by email. We will not remove a feature from your current plan in order to move you to a more expensive one.

Features marked beta, preview, or early access are exactly that: they may change or be withdrawn, and the disclaimers below apply to them with particular force.

3. Your data, and what we may do with it

Your data is yours. That covers everything you enter, import, or connect: products, inventory, orders, suppliers, costs, and the personal information of your own customers that arrives through a connected service.

You grant us only the permission we need to run the product for you — to store, process, transmit, back up and display your data in order to provide the service, support you, keep it secure, and comply with law. That permission ends when your data is deleted. Aggregated, de-identified statistics that can no longer be associated with you survive that deletion, because by then they are not your data.

We may produce aggregated, de-identified statistics from workspace data to improve the product. This is one-way: the result cannot be re-associated with you, your business, or any individual, and we do not attempt to. We never do this with your customers' personal information, and we never sell your data or use it to advertise to your customers.

4. Your customers' information

This section matters more than its length suggests, because the information involved belongs to people who are not party to this agreement.

You are the controller of your customers' personal information; we process it on your instructions. You confirm you have the right to put it into Skuvelo, that you have given whatever notices and obtained whatever consents the law requires, and that you will answer requests from your customers about their own information. Where you need us to help with such a request, we will.

We handle it as described in our Privacy Policy. Some of the deletion schedules there are required by the platforms we connect to and are neither yours nor ours to extend: where a platform requires us to remove personal information on a schedule, we do so whether or not you ask, and you may not instruct us to keep it longer.

5. How we process data on your behalf

In these terms, **Workspace Data** means everything in your workspace: your catalog, stock, orders, suppliers, costs, the personal information of your own customers that arrives through a connected service, and anything you import or upload. These are our obligations as your processor for Workspace Data — they are in this agreement rather than a separate document you have to request, so they bind us from the moment you accept. For **Account Data** — information about you and your organisation as our customer, described in our Privacy Policy — we act as controller, not as your processor.

• We process workspace data only to provide the service and only on your instructions, including these terms. If we ever believe an instruction breaks the law, we will tell you rather than quietly comply.
• Everyone with access is bound by confidentiality obligations.
• We keep appropriate technical and organisational security measures, described in our Privacy Policy.
• We use subprocessors to run the service, and by accepting these terms you give general written authorisation for us to do so. Our principal subprocessors are published at /subprocessors. We may also use additional service providers, including AI language-model providers, that are not individually listed there. We impose data-protection obligations on each subprocessor no less protective than those in this section, and we remain fully liable to you for a subprocessor's performance. If you object to a subprocessor on reasonable data-protection grounds, you may end your subscription.
• We help you respond to requests from individuals, and to security incidents, assessments, and consultations with regulators, to the extent the work is ours to do.
• We tell you without undue delay when we become aware of a security incident affecting your data.
• On request we make available the information you reasonably need to verify we are meeting these obligations, and we allow for and contribute to audits, including inspections, carried out by you or an auditor you appoint — at your cost, no more than once a year unless a regulator or a security incident requires otherwise, on at least 30 days' notice, during business hours, and subject to confidentiality.
• We process Workspace Data in the United States, the European Union, and other locations where our service providers operate. Where a transfer is subject to European, UK or Swiss data-protection law we make it under the European Commission's Standard Contractual Clauses and the UK Addendum where they apply; write to us for a copy or to sign them. If those clauses conflict with these terms, those clauses govern.
• When your account closes we delete Workspace Data — or return it to you first if you ask us to before deletion — on the schedule in section 9, and we delete existing copies except where law requires us to keep them.
• The details of our processing. Subject-matter: providing the Skuvelo service. Duration: while your account is open, plus the deletion periods in section 9. Nature and purpose: hosting, storage, synchronisation with connected services, forecasting and reporting, backup, and support. Types of personal data: names, business and personal contact details, delivery and billing addresses, order and transaction records, platform identifiers, and the account and authentication data described in our Privacy Policy. Categories of data subject: your team members, your suppliers' contacts, and the end customers who buy from you. Frequency: continuous, while your connections are active.
• Where California law applies we act as your service provider: we do not sell or share your customers' personal information, we do not retain, use or disclose it for any purpose other than providing the service to you, we do not combine it with personal information we receive from anyone else except as that law permits, and we will tell you if we determine we can no longer meet these obligations.

6. Connected services

When you connect a sales channel, accounting system or carrier, you authorise and instruct us to access it on your behalf, using the permissions that connection grants. We ask for the narrowest access that makes the feature work.

Each platform's own terms govern your relationship with that platform, and you are responsible for staying in good standing with it. If a platform changes its interface, restricts access, or requires us to remove a connector, we may suspend or remove it. That is outside our control and we are not liable for it, though we will tell you and help you find a way forward.

We are not responsible for a connected platform's own outages, errors, or data quality. What we sync is what they give us.

7. Acceptable use

• Do not use Skuvelo for anything illegal, or for goods you are not permitted to sell.
• Do not attempt to reach another customer's data, bypass tenant isolation, or probe the service outside our published security policy at /security.
• Do not reverse engineer, resell, or rent the service, or use it to build a competing product.
• Do not use the service to send marketing to your end customers. It is an operations tool, not a marketing list.
• Do not place an automated or unreasonable load on the service, or otherwise degrade it for other customers. We will tell you if your usage is causing a problem before we take any action.
• Do not put payment card numbers, government identification numbers, financial account credentials, health information, biometric data, or any special category of personal data under data-protection law into Skuvelo, or any data subject to HIPAA, PCI-DSS, GLBA or similar regimes. Skuvelo is not designed for it and we do not accept it.

8. Fees

The current public price is $59.99 per organization per month, with your whole team included and no per-seat charge.

Billing is not yet switched on. While it is off, the service is provided at no charge, and we will give you clear notice — with a chance to decline and export your data — before any first charge is made. We will not turn a free account into a paid one silently.

Once billing is active: fees are stated exclusive of tax, subscriptions renew automatically for the same term until cancelled, you may cancel at any time and cancellation takes effect at the end of the paid period, and we will notify you in advance of a price change so you can decide before it applies. If an invoice goes unpaid we may suspend access after telling you, and we will not delete your data during a suspension for non-payment.

9. Ending the agreement, and getting your data back

You may stop using Skuvelo and close your account at any time. We may end the agreement for a material breach you do not fix within 30 days of us telling you about it, or immediately where continuing would break the law or put other customers at risk.

You can export report and list views as CSV from the product at any time. For a complete copy of your workspace, ask us and we will provide one — including for 30 days after your account closes, so that closing an account never means losing your records.

After that, we delete or irreversibly anonymise Workspace Data within 90 days of closure, except where a longer period is legally required. Where deleted data still exists in a backup copy, it is removed when that copy is cycled out of rotation, and if we restore from a backup we delete it again. Connection credentials are deleted when you disconnect or close, whichever comes first. Account and billing records are kept for as long as tax and accounting law requires, generally up to seven years. These are the same periods stated in the Privacy Policy; if the two ever disagree, the shorter period governs, except where a longer period is required by law, in which case the legally required period applies.

10. Availability

We work to keep Skuvelo available and we publish current status at support.skuvelo.com, including during an outage — it runs on separate infrastructure for that reason.

We do not offer a numeric uptime commitment. We would rather say that plainly than publish a percentage we do not measure. Planned maintenance is announced in advance where we can.

11. What we do not promise

Skuvelo produces forecasts, reorder recommendations, days-of-cover figures, landed-cost estimates and margin calculations. THESE ARE ESTIMATES AND DECISION SUPPORT. THEY ARE NOT INSTRUCTIONS, NOT GUARANTEES, AND NOT ACCOUNTING, TAX, LEGAL, FINANCIAL OR OTHER PROFESSIONAL ADVICE. They are produced automatically from the data available to us, which may be incomplete, delayed or wrong, and from statistical models that are sometimes mistaken — no forecast of the future is ever certain. WE DO NOT WARRANT THAT ANY OUTPUT IS ACCURATE, COMPLETE, CURRENT OR SUITABLE FOR YOUR BUSINESS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY OUTPUT BEFORE ACTING ON IT, AND FOR EVERY PURCHASING, PRICING, TAX AND REPORTING DECISION YOU MAKE. WE ARE NOT LIABLE FOR A DECISION YOU MAKE IN RELIANCE ON AN OUTPUT OF THE SERVICE, INCLUDING THE COST OF INVENTORY YOU BUY OR DO NOT BUY. This section is a material part of the bargain and works together with the limits in section 12.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY FORECAST, RECOMMENDATION OR CALCULATION IT PRODUCES WILL BE ACCURATE OR COMPLETE, TO THE FULLEST EXTENT THE LAW ALLOWS.

12. Limits on liability

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS WHAT YOU CAN RECOVER FROM US.

Neither of us is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, or lost goodwill, even if warned they were possible.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE — WHETHER IN CONTRACT, TORT (INCLUDING OUR OWN NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATION, STATUTE OR ANY OTHER THEORY — IS LIMITED TO THE GREATER OF (A) ONE HUNDRED US DOLLARS ($100) AND (B) THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. WHILE BILLING IS SWITCHED OFF, AND WHILE YOU ARE USING A TRIAL OR THE PUBLIC DEMO, THE $100 FLOOR APPLIES. THIS LIMIT IS AGREED AS AN ALLOCATION OF RISK AND APPLIES EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

THE FOLLOWING ARE NOT SUBJECT TO THAT LIMIT: our obligation to indemnify you under section 13, up to a maximum of the greater of $250,000 and three times the fees you paid us in the twelve months before the claim; either party's fraud, gross negligence or wilful misconduct; your obligation to pay fees you owe; and your obligations under section 13. Nothing in these terms limits a liability that cannot lawfully be limited, and this section does not affect any right an individual has directly against either of us under data-protection law.

We state this cap prominently rather than burying it, because a small company cannot carry unlimited exposure and you deserve to know that before you rely on us.

13. Indemnities

Our indemnity. We will defend you against a third-party claim that the Skuvelo service, as provided by us and used in accordance with these terms, infringes that third party's patent, copyright, trademark or trade secret, and we will pay the damages finally awarded against you or the amounts of any settlement we approve. This does not apply to a claim arising from your data, your instructions, your modification of the service, your combination of it with anything we did not supply, your use in breach of these terms or of a connected platform's terms, your continued use after we ask you to stop, or any beta, preview or early-access feature. If the service becomes, or we think it may become, the subject of such a claim, we may obtain the right for you to keep using it, modify or replace it so it no longer infringes, or end the affected subscription and refund fees you prepaid for the unused period. That is your exclusive remedy for an infringement claim.

Your indemnity. You will defend us against a third-party claim arising from your data, from your customers' claims about how their information was handled, from your breach of these terms or of a connected platform's terms, or from your violation of law — and you will pay the damages finally awarded against us or the amounts of any settlement you approve. This does not apply to the extent the claim is caused by our breach of these terms or by our own negligence.

Both indemnities apply only if the party seeking cover tells the other promptly in writing, gives the other sole control of the defence and settlement (except that no settlement may admit that party's liability or impose a non-monetary obligation on it without its consent), and cooperates reasonably at the indemnifying party's expense. Late notice reduces the indemnity only to the extent it prejudices the defence.

14. Confidentiality

Each of us may learn things about the other that are not public. Neither will disclose them except to people who need to know and are bound to keep them confidential, or where the law requires disclosure — in which case, where we are permitted to, we will tell you first.

15. Changes to these terms

We may update these terms. For any change that materially affects your rights we will give at least 30 days' notice before it takes effect, and you may end your subscription before then if you do not accept it. Continuing to use Skuvelo after a change takes effect means you accept it.

Changes that do not affect your rights — fixing a typo, clarifying wording, adding a section that grants you something — take effect when published. A change applies only to your use of Skuvelo after it takes effect; it does not change how these terms applied to anything that happened before.

16. General

Governing law and venue. Texas law governs, without regard to its conflict-of-laws rules. Disputes go to the state or federal courts in Travis County, Texas, and each of us consents to that venue.

Assignment. Neither of us may assign this agreement without the other's consent, except that either may assign it to a successor in a merger, acquisition, or sale of substantially all assets. If that happens to us, your data moves with the business under the same commitments, as our Privacy Policy says.

Publicity. We will not use your name or logo as a customer reference without asking you first and getting a yes.

Export and sanctions. You confirm you are not located in, or acting on behalf of anyone in, a country or on a list subject to trade sanctions that would make providing the service unlawful.

Force majeure. Neither of us is liable for a failure caused by something genuinely outside our control, though it does not excuse paying what is owed.

No agency. Nothing in these terms creates a partnership, joint venture, employment, agency or fiduciary relationship between us. Neither of us may bind the other.

Survival. Sections 3, 5, 9, 11, 12, 13, 14 and 16 survive the end of this agreement.

No third-party beneficiaries. These terms are between you and us. No one else may enforce them.

The rest. If a provision is unenforceable, the rest stands. Not enforcing something once does not waive it. These terms, our Privacy Policy, and anything we agree in writing are the entire agreement between us; if they conflict, these terms govern, except that the retention rule in section 9 governs retention periods. Notices to us go to the address above or to legal@skuvelo.com; notices to you go to the email on your account.