TSD — Terms of Service & End-User Licence Agreement (EULA)

Provider: Peter Gimpeliovsky, a licensed dealer (עוסק מורשה) no. 347898975, of 8 HaGefen St., Kfar Saba, Israel, trading as Kadimasoft ("Provider", "we", "us").

Effective date: 2026-06-27 · Published at https://kadimasoft.com/legal

These Terms of Service together with the End-User Licence Agreement (collectively, the "Terms") govern your access to and use of the TSD application (the "App"), the license_server backend service, and any related documentation and updates (together, the "Service"). By installing, activating, or using the Service, the entity you represent (the "Customer", "you") agrees to these Terms. If you do not agree, do not use the Service.

This is a business-to-business service. By accepting, you confirm you are authorised to bind the Customer and that you use the Service for trade, business, or professional purposes (and therefore not as a "consumer" under the Israeli Consumer Protection Law, 5741‑1981).

1. Definitions

2. The licence

2.1 Grant. Subject to these Terms and payment of applicable fees, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the App on devices operated by its Authorised Users, and to access the backend Service, solely for the Customer's internal warehouse and sales operations, during the term and within the scope (devices/seats) set out in the Order Form.

2.2 Reservation. The Service is licensed, not sold. All intellectual property in and to the Service remains with the Provider. No rights are granted except as expressly stated.

2.3 Authorised Users. The Customer is responsible for its Operators' acts and omissions as if its own, and must ensure each Operator complies with these Terms. The Customer is responsible for keeping device-, license-, and account-level credentials confidential.

3. Restrictions

The Customer and its Operators must not, and must not permit any third party to:

(a) copy, modify, translate, or create derivative works of the Service except as permitted by law that cannot be excluded; (b) reverse-engineer, decompile, or disassemble the App, or attempt to derive source code, except to the limited extent applicable law expressly permits (and then only after giving the Provider prior notice and an opportunity to provide the needed information); (c) rent, lease, lend, sell, sublicense, host as a service, or otherwise make the Service available to third parties; (d) circumvent, disable, or interfere with the Service's licensing, security, role-based access, rate-limiting, or update mechanisms; (e) use the Service to build a competing product, or to scrape or bulk-extract data other than the Customer's own; (f) use the Service unlawfully, or to process data the Customer is not entitled to process; (g) probe, load-test, or penetration-test the backend without the Provider's prior written consent.

4. Customer responsibilities

4.1 ERPNext instance. Unless the Order Form states the Customer uses its own ERPNext, the Provider provisions, hosts, and operates a dedicated ERPNext instance for the Customer as part of the Service, on the Provider's hosting infrastructure (see the Privacy Policy and DPA for the hosting location and data-protection terms). The Customer is responsible for the data it and its Operators enter into ERPNext, for managing its ERPNext users and configuration choices, for data quality, and for ensuring its use complies with applicable law and any applicable ERPNext licence terms. Where the Customer instead connects its own ERPNext instance, it warrants it is entitled to grant the Service access and that the credentials it provides are valid.

4.2 Lawful data. The Customer warrants that Customer Data, and the Provider's processing of it under the DPA, do not infringe any third party's rights or violate any law, including privacy law. The Customer is the Controller of Customer Data (see the DPA).

4.3 Devices & accounts. The Customer is responsible for the security of the devices it uses, for de-authorising lost/stolen devices promptly (via the Provider's revoke mechanism), and for off-boarding Operators who leave.

4.4 Acceptable use. The Customer must not use the Service in a way that harms the Provider's infrastructure or other customers, or that violates these Terms.

5. Fees and payment

5.1 Fees, billing cycle, and the number of licensed devices/seats are set out in the Order Form. Unless stated otherwise, fees are exclusive of VAT and other taxes, which the Customer bears where applicable under Israeli law.

5.2 Invoices are payable within the period stated on the invoice (default: 30 days). Overdue amounts may accrue interest at the maximum rate permitted by law and may lead to suspension under clause 10.

5.3 Except where required by mandatory law, fees are non-refundable. The Provider may change fees on renewal with at least 30 days' notice before the renewal date.

6. Updates, changes, and availability

6.1 Updates. The Provider may issue updates to the App and Service. Some updates are mandatory for continued operation, security, or compatibility, and may be delivered over-the-air (the App verifies update integrity by digital signature). The Customer agrees to allow such updates.

6.2 Changes to the Service. The Provider may modify, add, or remove features. The Provider will not materially reduce the core functionality the Customer pays for during a paid term without reasonable notice.

6.3 Availability. Unless an Order Form or separate Service Level Agreement (SLA) states otherwise, the Service is provided on a commercially reasonable best-efforts availability basis. Planned maintenance will be scheduled to minimise disruption where practical. The Service depends on third parties (hosting, Google push, networks, and — where the Customer uses its own ERPNext — that instance) whose outages are outside the Provider's control.

6.4 Offline operation. The App is designed to keep working offline (local encrypted mirror + outbox). Queued changes sync when connectivity returns. The Customer acknowledges that, while offline, data shown may be stale and that authoritative status comes from ERPNext once synced.

7. Intellectual property; feedback

7.1 The Provider (and its licensors) own all rights in the Service, including software, design, trademarks, and documentation.

7.2 If the Customer or an Operator gives feedback or suggestions, the Provider may use them without restriction or obligation, and the Customer grants the Provider a perpetual, irrevocable, royalty-free licence to do so.

7.3 As between the parties, the Customer owns Customer Data. The Customer grants the Provider the rights needed to provide the Service and as set out in the DPA.

8. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will protect it with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel/sub-processors bound by confidentiality. This does not apply to information that is public through no fault of the receiver, independently developed, or required to be disclosed by law (with notice where lawful).

9. Warranties and disclaimers

9.1 Each party warrants it has the authority to enter into these Terms.

9.2 Disclaimer. Except as expressly stated and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", and the Provider disclaims all implied warranties, including merchantability, fitness for a particular purpose, accuracy, and non-infringement. The Provider does not warrant the Service will be uninterrupted, error-free, or that it will meet every requirement.

9.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable Israeli law (including for fraud, or death/personal injury caused by negligence) or any non-waivable consumer-protection rights.

10. Suspension

The Provider may suspend the Service or an Operator's or device's access, in whole or part, if: (a) fees are overdue and remain unpaid after notice; (b) the Customer materially breaches these Terms (including clause 3 or 4); (c) continued use poses a security risk or threatens the integrity of the Service or other customers; or (d) required by law. The Provider will, where practical, give notice and limit suspension to what is necessary.

11. Term and termination

11.1 These Terms run for the term in the Order Form and renew as stated there.

11.2 Either party may terminate for the other's material breach not cured within 30 days of written notice. The Provider may terminate immediately for breach of clause 3.

11.3 Effect of termination. The licence ends; the Customer must stop using the Service and, on request, delete the App. Accrued fees remain payable. Clauses that by nature survive (definitions, IP, confidentiality, disclaimers, limitation of liability, governing law) survive. Return/deletion of Customer Data is governed by the DPA.

12. Limitation of liability

12.1 Cap. To the maximum extent permitted by law, each party's total aggregate liability arising out of or related to these Terms will not exceed the fees paid or payable by the Customer for the Service in the twelve (12) months preceding the event giving rise to the liability.

12.2 Exclusion of indirect damages. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, business, or data (beyond the Provider's restoration obligations under the DPA), even if advised of the possibility.

12.3 Carve-outs. The cap and exclusions do not apply to: the Customer's payment obligations; either party's liability for breach of the other's intellectual-property rights or confidentiality; the Customer's breach of clause 3; a party's indemnification obligations; or liability that cannot be limited under applicable law.

12.4 Backups. Where the Provider hosts the Customer's ERPNext, the Provider maintains backups of the hosted environment as described in the DPA (Annex II) and will use commercially reasonable efforts to restore data following an incident; the Customer is nonetheless encouraged to keep its own independent exports of its data. Where the Customer uses its own ERPNext instance, the Customer is responsible for its own backups. The Provider's liability for loss of or damage to data is subject to clauses 12.1–12.2.

13. Indemnity

The Customer will defend and indemnify the Provider against third-party claims arising from: (a) Customer Data or the Customer's use of the Service in breach of these Terms or law; (b) the Customer's infringement of third-party rights; or (c) the Customer's breach of its data-protection obligations as Controller. The Provider will defend and indemnify the Customer against third-party claims that the unmodified Service, used as permitted, infringes that third party's Israeli intellectual-property rights, subject to prompt notice, sole control of the defence, and reasonable cooperation.

14. Data protection

14.1 The Provider's processing of personal data as controller is described in the Privacy Policy.

14.2 Where the Provider processes personal data on the Customer's behalf (as processor), the DPA applies and is incorporated into these Terms. In case of conflict on data-protection matters, the DPA prevails.

14.3 The Customer must ensure its Operators receive the operator privacy notice (operator.en.html) and that any required consents or legal bases are in place before Operators use the App.

15. Compliance and export

The Customer will comply with all applicable laws in using the Service, including privacy, sanctions, and export-control laws, and will not use the Service in a manner or territory that those laws prohibit.

16. Changes to these Terms

The Provider may update these Terms. For material changes, the Provider will give reasonable advance notice (e.g. in-app, by email, or at https://kadimasoft.com/legal). Continued use after the effective date of the change constitutes acceptance. If the Customer objects to a material change, its remedy is to stop using the Service and terminate per clause 11.

17. Governing law and jurisdiction

These Terms are governed by the laws of the State of Israel, without regard to conflict-of-laws rules. The competent courts of Kfar Saba (Central District) have exclusive jurisdiction, except that the Provider may seek injunctive relief in any competent court. The UN Convention on Contracts for the International Sale of Goods does not apply.

18. General

18.1 Entire agreement. These Terms, the Order Form, the DPA, and the Privacy Policy are the entire agreement and supersede prior understandings on their subject matter.

18.2 Order of precedence. In conflict: (1) the DPA for data-protection matters; (2) the Order Form for commercial terms; (3) these Terms; (4) the Privacy Policy.

18.3 Assignment. The Customer may not assign these Terms without the Provider's consent; the Provider may assign to an affiliate or successor in a merger/asset sale on notice.

18.4 Severability. If a provision is unenforceable, the rest remains in effect and the provision is reformed to the minimum extent needed.

18.5 No waiver. Failure to enforce is not a waiver.

18.6 Force majeure. Neither party is liable for delay/failure caused by events beyond reasonable control (including outages of hosting, Google services, ERPNext, networks, war, or government action), excluding payment obligations.

18.7 Notices. Notices to the Provider go to kadimaonly@gmail.com; notices to the Customer go to the contact in the Order Form or the account.

18.8 Language. These Terms are provided in English and Hebrew. The Hebrew version governs in case of any conflict or discrepancy between the two versions.

Contact: Peter Gimpeliovsky · kadimaonly@gmail.com · 8 HaGefen St., Kfar Saba, Israel