In these Terms of Service (“Terms”):
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.
The Relay provides cloud features for self-hosted instances of the Software, including remote access, connector integrations, encrypted cloud backup, and AI query processing. Available features depend on your subscription tier as described on our pricing page.
These Terms govern the Service only. The Software is licensed to you separately under the license terms that accompany it (see the LICENSING file distributed with the Software). Nothing in these Terms modifies, expands, or restricts your rights or obligations under those licenses. The Software functions independently of the Service and does not require a subscription.
You must provide accurate account information. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You must be at least 18 years old and have authority to bind any business entity on whose behalf you register.
Subscriptions are billed in advance on a monthly or annual basis via Stripe. All fees are non-refundable except where required by law. We reserve the right to change pricing with 30 days' notice. Failure to pay will result in suspension of Relay access.
You agree not to:
The Relay may be used to connect your instance of the Software to third-party platforms and services. Use of any such integration is also subject to that platform’s own terms of service. We are not responsible for the availability, accuracy, or conduct of third-party APIs or services. When you initiate an integration, you authorise us to act as your agent to establish and maintain that connection on your behalf. We access third-party platform data only to the extent necessary to fulfil your instructions.
If your subscription includes AI query capabilities, your queries are processed as follows:
When you submit a query through the AI assistant included in the Software, the query text and relevant business context (which may include inventory data, financial summaries, supplier information, and document details from your instance of the Software) are transmitted to third-party language model providers for processing. We may change providers at any time to improve service quality.
We route AI queries exclusively through providers whose commercial API terms prohibit logging or training on customer data. Neither we nor our AI providers retain your query content beyond the duration of the request.
You are responsible for the content of your AI queries. Do not submit sensitive personal information (national ID numbers, medical records, passwords) unless you accept that such data will be processed by third-party providers.
AI-generated output may contain errors. We are not responsible for decisions made on the basis of AI output. All AI-initiated actions require your explicit confirmation before taking effect.
You retain ownership of all data you import into or sync through the Software or the Service. We process it only as described in our Privacy Policy and, where we process personal data relating to your customers, our Data Processing Addendum. You are responsible for ensuring you have the right to share any data you provide to the Service.
Nothing in these Terms grants any right to use our trademarks, logos, or trade dress; these are governed by the trademark policy distributed with the Software.
If your subscription includes external infrastructure support, you are responsible for the security and configuration of your external database and file storage. We store connection credentials encrypted at rest and use them solely to operate the service on your behalf.
As part of operating the Service, we collect operational and business performance statistics from your connected instance of the Software, including but not limited to: uptime and health metrics, feature usage patterns, entity counts, transaction volume indicators, and other business performance indicators (“Service Data”). Service Data is associated with your account.
Service Data is used to operate, maintain, and improve the Software and the Service; to develop new features and services; and to identify and offer relevant services from us. The content of individual transactions, contact records, or other granular business records is not used for this purpose.
The Marketplace, described in section 10, may share limited data with a third-party seller when you buy that seller’s Module, only as described there and in our Privacy Policy. Any other future service that would share data beyond the scope described above (such as cross-instance aggregation features) will be governed by separate, opt-in terms and will not activate without your explicit acceptance.
Use of the Relay constitutes acceptance of the Service Data collection described in this section. If you do not agree, you may discontinue use of the Relay at any time; your self-hosted instance of the Software will continue to function independently.
This section governs listing, buying and selling modules through our module marketplace (the “Marketplace”). Its defined terms apply only within this section and supplement those in section 1. This section states its own liability cap (section 10.8.1) and does not depend on the general cap in these Terms.
10.1.1 “Marketplace” means our module marketplace: the public catalog (the community-modules repository and its index), the module browsing surface in the Software, the vault that hosts reviewed module snapshots, and the checkout and license services on the Relay.
10.1.2 “Module” means a software extension for the Software available through the Marketplace.
10.1.3 “Community Module” means a Module listed in the public catalog only. Community Modules are indexed, never hosted or distributed by us; you obtain them from the author and install them yourself.
10.1.4 “Verified” means, and means only, that we reviewed a specific version of a Module (a specific pinned commit) on a specific date, following the process described in our Verification Policy, and snapshotted that reviewed version for distribution. Verified is a point-in-time review of one version. It is NOT a warranty, an endorsement, an audit, a certification, or a guarantee of security, quality, fitness for any purpose, or future behaviour, of the Module or its author.
10.1.5 “Official Module” means a Module authored and sold by Data Universal Limited.
10.1.6 “Marketplace License” means the standard license granted to buyers of paid Modules, directly by the Module’s author.
10.1.7 “Verification Policy” means our public Verification Policy, incorporated by reference.
10.2.1 Except for Official Modules, Modules are third-party software created and maintained by their authors. Listing, indexing, verification, or distribution of a Module through the Marketplace is not an endorsement of the Module or its author.
10.2.2 Modules run with broad access to your instance of the Software. You are responsible for deciding what to install. For Community Modules, we have reviewed only the listing row, not the code, and never host or deliver the code; disclosures on Community listings are the author’s self-declarations.
10.2.3 We never fetch or install module code automatically. Installing or updating a Module is always an action you take.
10.3.1 When you buy a third-party paid Module, the contractual seller is the named seller and checkout uses that seller’s Stripe account. We provide the catalog, vault, checkout facilitation and license service. A tax law may nevertheless treat us as the supplier or make us responsible for tax.
10.3.2 Your license to a paid Module is granted to you directly by its author under the Marketplace License. We are not a party to that license and give no warranty for third-party Modules.
10.3.3 For Official Modules, Data Universal Limited is the seller and merchant of record, and the Marketplace License is granted by Data Universal Limited.
10.4.1 Subject to mandatory law, the third-party seller handles refunds, chargebacks, support and taxes imposed on the seller. We will collect, report or remit tax where law requires us to do so.
10.4.2 For Official Modules, refunds and support are handled by Data Universal Limited.
10.5.1 Marketplace purchases are offered to business users. By purchasing, you confirm you are acting for purposes relating to your trade, business, craft, or profession.
10.6.1 One-time purchases grant a perpetual license to the delivered version(s), issued directly by the author, that survives delisting. Lifetime license keys are verified offline within the Software and do not depend on our servers. Subscription licenses last for the paid period, with a grace window after lapse.
10.6.2 A lapsed, cancelled, or removed Module license disables the Module. It never removes, deletes, or restricts your access to your own data. Your data stays in your own database, under your control, and remains exportable with the Software’s standard tools, whatever the state of any Module license or listing.
10.6.3 Updates and vault redownloads are available while a Module remains listed, plus a limited redownload tail after delisting. Keep Modules in your backups; our backups include installed modules by default.
10.7.1 Removal. We may remove, suspend or delist a listing, restrict a payment or service, suspend a seller account, or revoke Verified status for security, legal, quality or policy reasons, with or without advance notice. Where Article 17 of Regulation (EU) 2022/2065 applies, we will give the affected seller the required statement of reasons when the restriction is imposed.
10.7.2 Effect of delisting. Delisting stops new sales and, after the stated redownload period, new vault downloads. It does not revoke licenses already granted to buyers and does not affect the buyer’s access to its own data.
10.7.3 Illegal-content notices. Anyone may submit an electronic notice to notice@celerp.com. The notice must identify the exact listing or file, explain why it is alleged to be illegal, give its exact electronic location, provide the notifier’s name and email address except where the law permits omission, and include a statement that the notice is submitted in good faith and is accurate and complete. We will acknowledge receipt and communicate our decision and available redress without undue delay.
10.7.4 Reasons for restrictions. When we restrict seller-provided information, payments, service or an account because the information is illegal or breaches these Terms, we will give the affected seller a clear statement identifying the measure and its scope and duration, the material facts, the legal or contractual ground, any automated means used, and available redress, except where Article 17 does not require a statement.
10.7.5 DSA contacts. Contact for EU Member State authorities and the European Commission: legal@celerp.com. Contact for recipients of the service: legal@celerp.com. These contacts are not solely automated. Our legal representative under Article 13 of Regulation (EU) 2022/2065 is Data Protection Representative Limited (trading as DataRep), a company registered in Ireland (number 616588), The Cube, Monahan Road, Cork, T12 H1XY, Ireland; digitalrequest@datarep.com; +353 (1) 919 8899. We accept communications in English and Irish.
10.7.6 Moderation terms. We review seller listings and hosted snapshots using the automated scans and human review described in the Verification Policy. We may reject, demote, suspend or remove information or accounts for illegality or breach of these Terms. We apply restrictions diligently, objectively and proportionately, taking account of the rights and legitimate interests of affected parties.
10.8.1 To the maximum extent permitted by law, our aggregate liability arising from a third-party Module is limited to the platform fees we received on the buyer’s purchase of the Module concerned. This cap is subject to any lower generally applicable cap in these Terms and does not limit liability that cannot lawfully be limited.
10.8.2 Automated scans and human review under the Verification Policy are filters used in our own listing decisions. They are not security testing services and create no duty of care to buyers or sellers. To the maximum extent permitted by law, we are not liable for defects, vulnerabilities, or damage arising from any Module, including Verified ones, other than Official Modules to the extent stated in these Terms.
10.8.3 Nothing in this section limits liability that cannot lawfully be limited.
10.9.1 This section is governed by Hong Kong law, consistent with the governing-law and dispute-resolution provisions of these Terms.
THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATA UNIVERSAL LIMITED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY YOU IN THE THREE MONTHS PRECEDING THE CLAIM.
Either party may terminate at any time by providing written notice. We may suspend or terminate accounts that violate these Terms immediately and without notice. Upon termination, your data will be handled per our Privacy Policy.
These Terms are governed by the laws of the Hong Kong Special Administrative Region. Any disputes shall be resolved in the courts of Hong Kong.
We may update these Terms from time to time. Continued use of the Service after the updated effective date constitutes acceptance of the revised Terms.
Data Universal Limited
Office 3906, The CTR, 99 Queens Road, Hong Kong
Email: support@celerp.com