Terms of Service

These Terms of Service (the "Terms") govern access to and use of Stoccly's websites, applications, software, APIs, documentation, support, and related services (collectively, the "Service"). The Service is provided by Stoccly ApS, a company incorporated under the laws of Denmark with CVR no. 42825050, registered address at Provstevænget 5, 4000 Roskilde, Denmark ("Stoccly," "we," "us," or "our").

By creating an account, accessing, purchasing, or using the Service, or by clicking to accept these Terms, the person or entity doing so ("Customer," "you," or "your") agrees to be bound by these Terms. If you use the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization, and references to "you" mean that organization.

The Service is intended for business and professional use only. It is not intended for consumers acting outside their trade, business, craft, or profession. If you are a consumer under applicable law, you may not use the Service unless Stoccly has expressly agreed otherwise in writing, and nothing in these Terms limits any mandatory rights that cannot lawfully be excluded.

1. The Service

Stoccly provides cloud-based inventory and production management software, including, depending on the applicable plan and configuration, multi-warehouse stock management, product and SKU management, bills of materials, production tracking, purchase-order workflows, supplier management, analytics, forecasting, exports, roles and permissions, mobile or QR-enabled workflows, and related features.

The Service is provided as a hosted software-as-a-service solution. Stoccly may improve, modify, replace, suspend, or discontinue any part of the Service at any time, including features, user interfaces, algorithms, integrations, usage limits, and technical requirements, provided that Stoccly will use commercially reasonable efforts not to materially reduce the core functionality of a paid subscription during its then-current subscription term unless necessary for security, legal, technical, or operational reasons.

Stoccly may make available beta, preview, early-access, experimental, or free features (Beta Features). Beta Features are provided "as is," may be changed or withdrawn at any time, may contain errors, and are excluded from any service-level, support, warranty, or indemnity commitments unless expressly stated otherwise.

2. Accounts, Users, and Access

You must provide accurate, complete, and current account information and keep it updated. You are responsible for all activity conducted through your account and by your authorized users, whether or not authorized by you, unless caused solely by Stoccly's breach of these Terms.

You must ensure that each user has unique login credentials and must maintain the confidentiality and security of all passwords, authentication methods, and access credentials. You must promptly notify Stoccly of any suspected unauthorized access, misuse, or security incident involving your account.

You are responsible for configuring user roles, warehouse permissions, access rights, and internal approval workflows appropriately for your organization. Stoccly is not responsible for losses arising from permissions, approvals, or account configurations selected by you or your users.

Stoccly may refuse registration, require additional verification, or suspend access where reasonably necessary to protect the Service, comply with law, prevent abuse, or address security risks.

3. Subscriptions, Trials, and Orders

Access to paid functionality requires a subscription plan. Plan features, seat limits, warehouse limits, support levels, usage limits, and prices are as described on Stoccly's pricing page, in the applicable order form, or in another written agreement accepted by Stoccly (each an "Order").

Unless otherwise stated in an Order, subscriptions renew automatically for successive periods equal to the initial subscription term unless cancelled before renewal in accordance with the cancellation process made available by Stoccly.

Free trials are limited to the period stated at sign-up. Stoccly may modify, restrict, or end a trial at any time. Unless otherwise stated, trial access automatically expires at the end of the trial period and may be converted into a paid subscription only if you affirmatively purchase a paid plan.

Where there is a conflict, the following order of precedence applies: (1) any signed order form or written agreement expressly referencing these Terms, (2) any data processing agreement, (3) these Terms, and (4) documentation or marketing materials.

4. Fees, Billing, and Taxes

You must pay all fees stated in the applicable Order or checkout flow. Unless otherwise stated, fees are billed in advance, are non-cancellable and non-refundable, and are based on subscriptions purchased rather than actual usage. Stoccly may increase prices for renewal terms by providing prior notice before renewal.

You are responsible for all applicable taxes, duties, levies, withholding obligations, and similar governmental charges, excluding taxes based on Stoccly's net income. If withholding is required by law, you must gross up payments so that Stoccly receives the amount it would have received absent withholding.

If payment is overdue, Stoccly may, without limiting other remedies, suspend access, charge interest at the maximum lawful rate permitted by applicable law, recover reasonable collection costs, and decline to renew or continue the Service until all outstanding amounts are paid.

Except where required by mandatory law or expressly agreed in writing, all purchases are final and no credits or refunds are provided for partial months, unused seats, unused features, downgrades, cancellations, or termination for cause.

5. Customer Responsibilities

You are solely responsible for:

• the accuracy, quality, legality, completeness, and appropriateness of all data, content, records, configurations, instructions, and materials submitted to or processed through the Service ("Customer Data");
• obtaining and maintaining all devices, systems, internet connectivity, browser versions, integrations, and third-party services required to use the Service;
• verifying inventory data, reorder points, bill-of-materials structures, supplier information, pricing, lead times, purchase-order details, forecast outputs, and production decisions before relying on them;
• maintaining any backup, export, archival, or disaster-recovery copies of Customer Data you require beyond what Stoccly expressly agrees to provide;
• ensuring that your use of the Service complies with all laws, regulations, industry standards, employment rules, tax obligations, customs rules, accounting rules, and contractual commitments applicable to your business.

The Service is a decision-support and workflow tool. It is not a substitute for your own professional judgment, stock counts, financial controls, production controls, quality assurance, procurement review, or compliance processes.

6. Forecasts, Insights, and Automated Workflows

The Service may provide predicted stockouts, reorder suggestions, fast- and slow-mover analysis, inventory value trends, buildability calculations, demand forecasts, purchase-order drafts, confidence indicators, or similar outputs. These outputs are generated from available data and assumptions and may be incomplete, inaccurate, delayed, or unsuitable for your circumstances.

You remain solely responsible for reviewing and approving all operational, purchasing, production, and commercial decisions. Purchase-order drafts, suggested quantities, reorder recommendations, forecasts, buildable counts, and similar outputs are not guarantees, commitments, professional advice, or binding instructions.

Where the Service enables purchase-order creation, supplier emails, PDF generation, or similar workflows, you are solely responsible for reviewing all supplier details, item quantities, prices, taxes, delivery terms, and contractual language before sending. Stoccly is not a party to any transaction between you and your suppliers, customers, carriers, or other third parties and has no responsibility for their acts, omissions, products, services, pricing, delivery, or performance.

7. Acceptable Use

You must not, and must not permit any user or third party to:

• use the Service unlawfully, fraudulently, or in a manner that infringes any third-party right;
• upload or process malicious code, unlawful content, infringing material, or data you have no right to use;
• interfere with, disrupt, damage, or attempt unauthorized access to the Service or related systems;
• reverse engineer, decompile, disassemble, scrape, copy, frame, mirror, or attempt to derive source code, models, algorithms, or non-public components of the Service except to the extent such restriction is prohibited by mandatory law;
• bypass or circumvent usage limits, authentication, security, or access controls;
• use the Service to build, train, benchmark, or improve a competing product or service;
• resell, sublicense, timeshare, or provide the Service to third parties except as expressly allowed in writing;
• use the Service for high-risk activities where failure could lead to death, personal injury, environmental harm, or significant property damage, including emergency services, aviation, nuclear facilities, life-support systems, or safety-critical manufacturing without Stoccly's prior written consent.

Stoccly may investigate suspected violations and suspend or terminate access where reasonably necessary to protect the Service, other customers, or third parties.

8. Customer Data and Data Processing

As between the parties, you retain all rights, title, and interest in and to Customer Data. You grant Stoccly and its subprocessors a worldwide, non-exclusive, limited licence to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, secure, support, maintain, and improve the Service, comply with law, and enforce these Terms.

To the extent Stoccly processes personal data on your behalf, the parties agree that you are the controller and Stoccly is the processor, and such processing is governed by Stoccly's data processing agreement ("DPA") where required by applicable data protection law. You are responsible for ensuring that you have a lawful basis for all personal data you submit to the Service and for providing any required notices to data subjects.

Stoccly may collect and use aggregated or de-identified usage statistics, telemetry, diagnostics, and service analytics to operate, secure, analyse, and improve the Service, provided such data does not identify you or any individual.

You acknowledge that internet transmissions are never completely secure and that no system can be guaranteed to be error-free or immune from unauthorized access.

9. Security, Backups, and Availability

Stoccly will use commercially reasonable technical and organizational measures designed to protect the Service and Customer Data against unauthorized access, loss, misuse, or alteration. However, unless expressly stated in an Order or SLA, Stoccly does not guarantee uninterrupted availability, specific uptime, error-free operation, or that data will never be lost.

The Service may be unavailable due to maintenance, upgrades, outages, internet failures, third-party provider failures, force majeure, security issues, or other causes. Stoccly may perform planned or emergency maintenance at any time.

You are responsible for exporting and retaining copies of Customer Data where needed for your business, legal, accounting, tax, regulatory, or continuity purposes. Stoccly may offer export tools, but such tools do not replace your own backup and record-retention obligations.

10. Third-Party Services and Integrations

The Service may interoperate with third-party services, APIs, devices, payment providers, email providers, storage providers, analytics tools, or integrations. Your use of third-party services is governed solely by your agreement with the relevant third party. Stoccly does not control and is not responsible for third-party services, their availability, security, accuracy, content, pricing, or acts or omissions.

If a third-party provider changes, suspends, or terminates its service or API, Stoccly may modify or discontinue the affected integration without liability.

11. Intellectual Property

Stoccly and its licensors retain all rights, title, and interest in and to the Service, software, documentation, designs, interfaces, databases, algorithms, models, trademarks, know-how, and all improvements, modifications, and derivative works thereof. No rights are granted except those expressly set out in these Terms.

Subject to these Terms, Stoccly grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to access and use the Service for your internal business purposes.

If you provide suggestions, ideas, feedback, or recommendations regarding the Service, you grant Stoccly a perpetual, irrevocable, worldwide, royalty-free right to use and exploit them without restriction or compensation.

12. Confidentiality

Each party may receive non-public information from the other that is confidential by nature or designation ("Confidential Information"). The receiving party must use the disclosing party's Confidential Information only for purposes of the agreement, protect it using at least reasonable care, and not disclose it except to personnel, contractors, advisers, or subprocessors with a need to know and who are bound by confidentiality obligations no less protective than these Terms.

Confidentiality obligations do not apply to information that is or becomes public through no breach, was lawfully known before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without duty of confidentiality.

A party may disclose Confidential Information where required by law, court order, or governmental request, provided it gives prior notice where legally permitted.

13. Suspension

Stoccly may suspend access to the Service immediately, with or without prior notice, if:

• you breach these Terms or an Order;
• fees are overdue;
• your use poses a security, legal, operational, or reputational risk;
• suspension is required by law or requested by a competent authority;
• your use threatens the integrity, availability, or performance of the Service; or
• Stoccly reasonably suspects fraud, abuse, or unauthorized activity.

Suspension does not relieve you of payment obligations. Stoccly will use commercially reasonable efforts to limit the scope and duration of suspension where practicable.

14. Term, Cancellation, and Termination

These Terms commence when you first accept them or use the Service and continue until all subscriptions have expired or been terminated.

You may cancel renewal through the account interface or another process designated by Stoccly. Cancellation takes effect at the end of the then-current paid term unless otherwise required by mandatory law.

Either party may terminate an Order for material breach if the other party fails to cure the breach within thirty (30) days after written notice, except that Stoccly may terminate immediately for breach of Sections 5, 7, 8, non-payment, infringement, or unlawful use.

Upon expiration or termination:

• your right to access and use the Service ends immediately;
• all outstanding fees become immediately due;
• Stoccly may disable your account and remove access to Customer Data;
• upon request made within 30 days, Stoccly may make Customer Data available for export in a standard format where technically feasible;
• after the applicable retention period, Stoccly may delete Customer Data unless retention is required by law or necessary for legitimate business, security, backup, or dispute-resolution purposes.

Sections intended by their nature to survive termination survive, including payment obligations, confidentiality, intellectual property, disclaimers, limitations of liability, indemnities, and governing law.

15. Warranties and Disclaimers

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

Except as expressly stated in these Terms and to the maximum extent permitted by law, the Service is provided "as is" and "as available." Stoccly disclaims all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, compatibility, or that the Service will meet your requirements, achieve any result, prevent stockouts, reduce costs, or operate without interruption or error. No advice, forecast, recommendation, support response, or information provided by Stoccly creates any warranty not expressly stated in these Terms. Nothing in these Terms excludes or limits any warranty or right that cannot lawfully be excluded under mandatory applicable law.

16. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Excluded losses. Stoccly will not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, production, contracts, stock, or business interruption, whether arising in contract, tort, negligence, strict liability, statute, or otherwise, even if advised of the possibility of such damages.
2. Liability cap. Stoccly's total aggregate liability arising out of or relating to the Service, these Terms, or any Order will not exceed the total fees actually paid by you to Stoccly for the Service giving rise to the claim during the twelve (12) months preceding the first event giving rise to liability. If you use the Service free of charge, Stoccly's total aggregate liability will not exceed EUR 100.
3. Allocation of risk. The exclusions and limitations in these Terms are fundamental elements of the bargain between the parties and apply even if any limited remedy fails of its essential purpose.

Nothing in these Terms limits liability that cannot be excluded under mandatory law, including liability for death or personal injury caused by negligence, fraud, wilful misconduct, or any other liability that applicable law does not permit to be limited or excluded.

17. Indemnification

You will defend, indemnify, and hold harmless Stoccly, its affiliates, directors, officers, employees, contractors, and agents from and against any claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Customer Data;
• your or your users' use of the Service;
• your products, operations, procurement, production, sales, or supplier/customer relationships;
• your breach of these Terms, an Order, or applicable law;
• allegations that Customer Data or your use of the Service infringes, misappropriates, or violates any third-party right.

Stoccly will give you prompt notice of any claim, allow you to control the defence and settlement, and provide reasonable cooperation at your expense, except that you may not settle any claim in a manner that admits liability for or imposes obligations on Stoccly without Stoccly's prior written consent.

18. Export Controls and Sanctions

You must comply with all applicable export-control, sanctions, and trade laws. You represent that you and your users are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and are not listed on any denied-party or restricted-party list. You may not use the Service in violation of applicable trade restrictions.

19. Publicity

Unless you notify Stoccly in writing otherwise, Stoccly may identify you as a customer and use your name and logo in customer lists, website materials, and marketing communications. Any broader case study or testimonial requires your prior consent.

20. Changes to These Terms

Stoccly may modify these Terms from time to time. Material changes will be notified by posting updated Terms, email, in-product notice, or other reasonable means. Unless a shorter period is required for legal, security, or operational reasons, material changes will take effect no earlier than thirty (30) days after notice. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Service and cancel before the revised Terms take effect.

21. Governing Law and Disputes

These Terms and any dispute or claim arising out of or in connection with them or the Service are governed by the laws of Denmark, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The courts of Copenhagen, Denmark, have exclusive jurisdiction over all disputes arising out of or relating to these Terms or the Service, unless mandatory applicable law requires otherwise.

If you are a consumer and mandatory law grants you the right to bring proceedings in another forum or under another law, those mandatory rights are unaffected.

22. General

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, epidemic, labour disputes, internet or utility failures, denial-of-service attacks, third-party hosting failures, governmental acts, or supply-chain disruptions.

You may not assign or transfer these Terms without Stoccly's prior written consent. Stoccly may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

No failure or delay in exercising a right constitutes waiver. If any provision is held unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain in effect. These Terms, together with applicable Orders and the DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, and representations on that subject.

Notices to Stoccly must be sent to Stoccly ApS and Provstevænget 5, 4000 Roskilde. Stoccly may send notices to the email address associated with your account or through the Service.

23. Contact

Questions about these Terms may be sent to:

Stoccly ApS
Email: hello@stoccly.com