Draft for review. This document has not yet been reviewed by a solicitor and may change before Tenvara is generally available.
These terms are the agreement between Tenvara and the business that subscribes to Tenvara, whether we host your instance for you or you run it on your own servers. By creating an account, placing an order or using Tenvara, you agree to them on behalf of your business.
1. About these terms
1.1 Who we are and who you are
Tenvara is provided by [Company legal name, company number and registered office to be confirmed] ("Tenvara", "we", "us"). "You" means the business or organisation that places an order. Tenvara is a business product for managed service providers and IT teams and is not offered to consumers. By accepting these terms you confirm you are acting for business purposes and have authority to bind your organisation.
1.2 The agreement
The agreement is made up of any order form, quote or online checkout you complete with us (an "Order"), these terms, the data processing agreement where we host Tenvara for you, and the policies these terms refer to. If there is a conflict, the Order wins on commercial details (price, plan, quantity), and the data processing agreement wins on the processing of personal data.
1.3 Definitions
| Term | Meaning |
|---|---|
| Service | The Tenvara platform in whichever deployment option you choose, including the endpoint agent, web application, customer portal, APIs, Documentation and updates. |
| Hosted Service | Tenvara run by us for you as a dedicated instance, usually at a subdomain of tenvara.app. |
| Self-Hosted Software | The Tenvara container images, agent installers and related software you run on infrastructure you control under a licence key. |
| Subscription Term | The initial period in your Order (monthly or annual) and each renewal period. |
| Authorised Users | Your staff and contractors, and contacts at your clients who use the customer portal, chat and similar features. |
| Customer Data | Data you or your Authorised Users put into the Service, or that the Service collects for you from your clients' devices, tenants and systems. |
| Endpoint | A device on which the Tenvara agent is installed or which is otherwise managed or protected through the Service. |
| Technician | A named staff user account at your organisation. |
| Documentation | Our product documentation, including the knowledge base at kb.tenvara.io. |
2. The Service
2.1 What Tenvara does
Depending on your plan, Tenvara includes professional services automation, remote monitoring and management through an agent for Windows, macOS and Linux (including remote access, scripts, patching and software deployment), backup of endpoints, servers, Hyper-V and Proxmox guests and Microsoft 365, Microsoft 365 management, security monitoring, documentation and a credentials vault, chat, automation, reporting, licence sync with distributors, and optional AI features.
2.2 Deployment options
- Hosted. We run a dedicated instance for you and are responsible for its infrastructure, updates, backups and availability under section 6. For personal data in your instance we act as your processor under the data processing agreement.
- Self-hosted. You run the Self-Hosted Software under the licence in section 5 and are responsible for the infrastructure, its security, availability, backups and updates. We do not host, access or process Customer Data in a self-hosted instance. The only data we receive is the licence check-in in section 5.4, which contains no Customer Data.
You may move between options by agreement.
2.3 Changes to the Service
We may add, change or remove features. We will not materially reduce the core functionality of the plan you have paid for during a Subscription Term. If we must withdraw a material feature (for example because a third party withdraws an interface we rely on), we will give reasonable notice, and if it materially disadvantages you, you may cancel and receive a pro rata refund of prepaid fees.
2.4 Third-party services
Tenvara connects to services run by others, such as Microsoft 365, Partner Center, Pax8 and Xero, under your own agreements with those providers. We are not responsible for their availability or changes, but will make reasonable efforts to keep our integrations working.
2.5 Optional AI features
AI features (such as triage, summaries, reply drafts, the investigator and the chat bot) are off until you enter your own Anthropic API key. Content sent for each request goes from your instance to Anthropic under your own Anthropic account and is governed by your agreement with Anthropic, so Anthropic is not our subprocessor for these features. You control which features are on, which customers are excluded and what data leaves your instance. AI output can be wrong: you are responsible for reviewing it before relying on it or sending it on, and for any action you approve.
3. Accounts and access
You must give accurate account information and keep it up to date. You are responsible for all activity under your account and instance and for your Authorised Users' compliance with this agreement. You must keep passwords, API keys, enrolment tokens and licence keys confidential, and tell us promptly at security@tenvara.io if any are compromised. We strongly recommend requiring two-factor authentication or single sign-on for all staff.
If you use Tenvara to serve your own clients, you are responsible for that relationship, including having the contractual right and legal basis to install the agent on their devices, connect their Microsoft 365 tenants, back up their data, monitor their systems and process their personal data through the Service.
4. Acceptable use
4.1 What you must not do
You must not, and must not allow anyone else to:
- access, monitor, control or back up any device, account, tenant or system without its owner's authorisation;
- use remote access, scripts, software deployment or any other feature to install malicious code or carry out unlawful surveillance;
- use the Service in breach of any law, including data protection, computer misuse, export control, sanctions and anti-spam laws;
- store or transmit unlawful, infringing or defamatory content;
- attempt to gain unauthorised access to the Service, another customer's instance or our systems, or test their vulnerability without our written permission (you may test your own self-hosted instance);
- disrupt the Service or place an unreasonable load on the Hosted Service, for example by exceeding documented rate limits;
- use the Service to build a competing product or copy its features or design for that purpose; or
- resell or sublicense the Service as a standalone product, other than using it to deliver your own managed services to your clients.
4.2 Security research and our response
Please report vulnerabilities to security@tenvara.io and give us a reasonable chance to fix them before disclosing publicly. If we reasonably believe you are in material breach of this section, we may suspend the affected part of the Service under section 12.2.
5. Self-hosted licence
This section applies if your Order includes the self-hosted option.
5.1 Grant of licence
Subject to this agreement and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to install and run the Self-Hosted Software on infrastructure you own or control (including rented cloud infrastructure), for your internal business purposes and to deliver your managed services, up to the quantities in your Order.
5.2 Licence, not a sale
The Self-Hosted Software is licensed, not sold. We and our licensors keep all rights in it, and you receive no rights other than those expressly granted.
5.3 Restrictions
Except to the extent the law expressly permits despite this restriction, you must not:
- reverse engineer, decompile or disassemble the Self-Hosted Software, or attempt to derive its source code;
- modify it or create derivative works, other than configuration the Documentation describes;
- copy it, other than as reasonably needed for installation, backup, disaster recovery and testing;
- distribute, sell, rent, publish or otherwise make it available to any third party, including by publishing the container images; or
- remove, alter or circumvent the licence key, the licence check-in, usage counting or any proprietary notice.
Open source components are licensed under their own licences, listed with the software, and nothing here restricts your rights under them.
5.4 Licence check-in
The software contacts our licence service once a day. Each check-in sends only your licence key, an instance identifier, the software version and usage counts (such as the number of Technicians and Endpoints). It contains no Customer Data, and we do not use it to access your instance.
5.5 Offline grace period and read-only mode
If check-ins fail, for example because your server cannot reach the internet, the software keeps working normally for 14 days. If no check-in succeeds in that time, the instance switches to read-only mode until one does. In read-only mode you can still sign in, view and export your data, but cannot create or change records, and scheduled work such as backups, patching and automations pauses. The software never deletes Customer Data because of a failed check-in, an expired licence or non-payment.
5.6 Updates and support
Updates, security fixes and support are available only while you have an active, paid Subscription. You are responsible for applying updates within a reasonable time. We support the current release and the previous minor release.
5.7 Usage and audit
You must not exceed the quantities in your Order. The check-in usage counts are our primary means of confirming this, and we will invoice any excess under section 7.5. If we reasonably believe the check-in data is incomplete or has been tampered with, we may, no more than once in any 12 months and on at least 14 days' written notice, ask for a statement of your usage signed by a director with reasonable supporting evidence. If this shows an underpayment of more than 5%, you will also reimburse our reasonable costs of the audit.
5.8 Your infrastructure
You are responsible for your servers, operating systems, networks, storage, backups and security, and for meeting the minimum requirements in the Documentation. We are not responsible for loss of data or service caused by your infrastructure or by not applying updates.
6. Hosted Service
This section applies if your Order includes the hosted option.
6.1 Your instance
We provide a dedicated instance with its own database, at a subdomain of tenvara.app (or a custom domain where your plan allows). Your Customer Data is not stored in a database shared with other customers.
6.2 Availability and service credits
We aim to make the Hosted Service available 99.9% of the time each calendar month, excluding planned maintenance (announced at least 48 hours ahead and scheduled outside UK business hours where practical), emergency security maintenance, problems caused by you or your clients' systems, and events outside our reasonable control, including failures of the internet or third-party services.
If availability falls below 99.9% in a month, you may request a credit within 30 days of the month's end:
| Monthly availability | Credit on that month's hosted fees |
|---|---|
| Below 99.9% but at least 99.0% | 5% |
| Below 99.0% but at least 95.0% | 10% |
| Below 95.0% | 25% |
Credits are applied to your next invoice and are your sole financial remedy for unavailability, without affecting your right to terminate for material breach.
6.3 Backups and security
We back up each hosted instance at least daily and keep backups for at least 30 days, encrypted and stored separately from the primary database. These backups exist to restore the service after an incident and are not a substitute for Tenvara Backup or your own exports. We apply the technical and organisational measures in the data processing agreement.
7. Fees, billing and tax
7.1 Plans and payment
Tenvara is priced per Technician or per Endpoint, billed monthly or annually in pounds sterling, US dollars or euros, as set out in your Order. Fees are payable in advance at the start of each billing period. Payments are processed by Stripe, and by giving us a payment method you authorise us to charge it for fees due. Where we agree to invoice you, invoices are payable within 14 days. Invoices and receipts are available in your account at www.tenvara.io.
7.2 Tax
Fees exclude VAT and other sales taxes, which we calculate with Stripe Tax based on your location and tax status and add to your invoice. If you are registered for VAT or a similar tax outside the UK, give us your tax number so the reverse charge can apply where the law allows. If you must withhold tax, you will gross up the payment so we receive the full amount invoiced.
7.3 Late payment
If a payment fails or an invoice is overdue, we will tell you and retry. If an amount is still unpaid 14 days after we notify you, we may restrict a hosted instance to read-only mode, or for self-hosted, stop updates and support and not renew the licence key, after which the instance goes read-only under section 5.5. In read-only mode you can always sign in, view and export your data. We will restore full service promptly once you pay. We may charge interest on overdue amounts under the Late Payment of Commercial Debts (Interest) Act 1998. We will never delete Customer Data for non-payment without first giving you the export opportunity in section 13.
7.4 Price changes and refunds
We may change prices from the start of a renewal period on at least 30 days' notice. If you do not agree, you may cancel before the renewal. Except where these terms say otherwise, fees are non-refundable and there are no refunds for partial periods.
7.5 Changes in quantity
You can add Technicians or Endpoints at any time, charged pro rata for the rest of the period. Reductions take effect from the next billing period. On annual Subscriptions, quantities can be reduced only at renewal. If usage exceeds your Order quantities, we will invoice the excess pro rata from when it began.
8. Term, renewal and cancellation
Your Subscription starts on the date in your Order and renews automatically for periods of the same length unless either of us gives notice before the end of the current term. You can cancel at any time from your account. Cancellation takes effect at the end of the current billing period and you keep access until then; for annual Subscriptions it stops the next renewal rather than ending the current year early.
Free trials last for the period we tell you and end automatically unless you subscribe. Trials have no service levels, and trial data may be deleted 30 days after the trial ends.
9. Support
We provide support by email and our support portal during UK business hours (9am to 5pm, Monday to Friday, excluding English bank holidays), with the response targets for your plan. Support covers using Tenvara as documented and fixing defects. It does not cover your own infrastructure, your clients' systems, third-party services or custom development. Self-hosted support requires an active Subscription and a supported version.
10. Customer Data
10.1 Ownership and licence
You own your Customer Data. You grant us a limited licence to host, copy, process and display it only as needed to provide, secure and support the Service and as you instruct under this agreement. You are responsible for its accuracy and legality and for having all rights, consents and legal bases needed for us to process it.
10.2 Data protection
Where we host Tenvara for you, we process personal data in Customer Data as your processor (or, where you act for your clients, as your subprocessor) under the data processing agreement. Where you self-host, we do not process Customer Data. For personal data we handle as a controller, such as account and billing details, our privacy notice applies.
10.3 Usage information
We may collect aggregated, de-identified information about how the Service is used (such as feature usage and performance) to operate and improve Tenvara. It never identifies you, your users or your clients, and never includes the content of Customer Data.
11. Intellectual property and confidentiality
11.1 Intellectual property
We and our licensors own all intellectual property rights in the Service, the Self-Hosted Software, the Documentation and our brand. Nothing in this agreement transfers them to you. We may use any feedback or suggestions you give us freely.
11.2 Confidentiality
Each of us may receive the other's confidential information, including Customer Data, pricing, product plans and security information. The receiving party must keep it confidential, use it only for this agreement, share it only with staff, advisers and subprocessors who need to know it and are bound by equivalent duties, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the recipient, was already lawfully known to it, is independently developed, or is lawfully received from a third party without restriction. Disclosure required by law is allowed, with notice to the other party where lawful. These duties last for five years after the agreement ends, and indefinitely for trade secrets and Customer Data.
12. Suspension and termination
12.1 Termination for cause
Either of us may terminate immediately by written notice if the other commits a material breach that cannot be remedied, or is not remedied within 30 days of notice, or becomes insolvent or suffers a similar event. If you terminate for our breach, we will refund prepaid fees for the period after termination.
12.2 Suspension
We may suspend all or part of the Service if reasonably necessary to prevent harm to the Service, other customers or third parties, to comply with the law, or because of a serious breach of section 4. We will limit suspension to what is necessary, tell you why promptly, and restore the Service once the reason is resolved.
12.3 Effect of termination
When the agreement ends, your right to use the Service ends, you must stop using the Self-Hosted Software and remove the agent from Endpoints, and you must pay fees due up to the end date. Sections 5.2, 5.3, 7, 10, 11, 12.3 and 13 to 17 survive termination.
13. Data export and deletion
You can export your Customer Data at any time, including while an instance is read-only, using the export features and the API.
When a hosted Subscription ends, we keep your instance available read-only for 30 days so you can export your data, and on request during that period we will provide a full export of your database and stored files in a standard format. After 30 days we delete the instance and its Customer Data, including Tenvara Backup repositories held for you, and it is removed from our backups within a further 35 days as they expire, unless the law requires us to keep it. We will confirm deletion in writing on request.
Customer Data in a self-hosted instance stays on your infrastructure under your control. The software goes read-only when the licence can no longer be validated and never deletes your data.
14. Warranties
We warrant that the Service will perform materially in line with the Documentation during your Subscription Term, and that we will provide it with reasonable skill and care. If it does not, tell us promptly and we will fix the problem or provide a workaround, or if we cannot within a reasonable time, you may terminate the affected Subscription for a refund of prepaid fees for the unused period. This is your sole remedy for breach of this warranty.
You warrant that you have, and will maintain, all authorisations needed from your clients and the owners of devices, tenants and systems you manage through the Service.
Except as expressly set out in this agreement, all other warranties, conditions and representations, whether express or implied, are excluded to the extent the law allows. We do not warrant that the Service will be uninterrupted or error-free, will detect every threat, or that every backup will be restorable in every circumstance. You are responsible for testing restores and for decisions made using the Service, including approving patches, scripts, automations and AI-proposed actions.
15. Liability
15.1 Unlimited liability
Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.
15.2 Excluded losses
Subject to section 15.1, neither party is liable, whether in contract, tort (including negligence) or otherwise, for loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.
15.3 Liability cap
Subject to sections 15.1 and 15.4, each party's total liability arising under or in connection with this agreement in any 12-month period is limited to the fees paid and payable by you in the 12 months before the event giving rise to the claim.
15.4 Exceptions to the cap
The cap does not apply to your obligation to pay fees, your breach of sections 4 or 5.3, or either party's liability under section 16. For breach of data protection obligations or confidentiality, each party's total liability is instead limited to the greater of £500,000 (or the equivalent in your billing currency) and three times the fees paid and payable in the 12 months before the claim.
15.5 Data loss
Where we are responsible for loss or corruption of Customer Data on the Hosted Service, we will use reasonable efforts to restore it from the most recent backup of your instance, without limiting your other remedies under this section.
16. Indemnities
We will defend you against any third-party claim that your use of the Service in line with this agreement infringes that party's intellectual property rights in the UK, the EU or the US, and pay damages and costs finally awarded or agreed in settlement. If such a claim arises, we may modify the Service, obtain a licence for you, or if neither is reasonably possible, terminate the affected Subscription and refund prepaid fees for the unused period. This does not cover claims arising from Customer Data, third-party services, your modifications, or combination with anything we did not provide.
You will defend us against any third-party claim arising from Customer Data, your breach of section 4, or your use of the Service to access or manage any device, account or system without proper authorisation, and pay damages and costs finally awarded or agreed in settlement.
The indemnified party must notify the other promptly, give it control of the defence and settlement (no settlement may impose liability on the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.
17. General
17.1 Changes to these terms
We may update these terms and will give at least 30 days' notice by email of any material change. Changes apply from your next renewal, unless required by law or relating only to new features. If you do not agree, you may cancel before the change takes effect.
17.2 Other terms
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment. If such an event lasts more than 60 days, either party may terminate the affected Subscription.
- Assignment. You may not assign this agreement without our consent, which we will not unreasonably withhold. We may assign it to a group company or a successor to our business on notice. We remain responsible for our subcontractors and subprocessors.
- Notices. Notices must be in writing by email, to legal@tenvara.io for us and to the account owner's email address for you.
- Entire agreement. This agreement is the entire agreement about its subject matter and replaces anything earlier. Terms in your purchase orders do not apply.
- Severance and waiver. An invalid provision does not affect the rest. A delay in exercising a right is not a waiver.
- Relationship and third parties. Nothing here creates a partnership or agency. No one else has rights under the Contracts (Rights of Third Parties) Act 1999.
17.3 Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.