Terms & Conditions 

1. Payment and Billing

Payment Schedule

•      100% of the one-time implementation fee and the first month’s service fee are due upon acceptance of the quote.

Monthly Recurring Fees

•      Monthly service fees, as stated in the quote, are billed for an initial 18-month period.

•      Invoices are issued on a monthly cycle, with payments due on the 1st of each month.

Payment Methods

•      Bank Transfer: Funds may be deposited via cheque issued to Tyle Software Solutions Limited, or by bank transfer to account 510 801 409 901 at Republic Bank, Arapita Avenue (CHQ Account).

•      Online Payment: Payments can also be made online using a valid debit or credit card.

Payment Terms

•      Payments must be received no later than seven (7) days from the invoice date.

•      Late payments will incur a late fee of 2% of the overdue amount.

•      TYLE reserves the right to suspend services if payments are not made as required.

2. Confidentiality

•      This proposal is confidential.

•      Dissemination of this proposal to competitors or third parties, electronically or otherwise, is prohibited.

•      Any breach will entitle Tyle Software Solutions Ltd to seek monetary damages through the Trinidad and Tobago Court system.

3. Scope of Services

The Vendor is contracted for the implementation of the Tyle Business Suite.

Acknowledgment

•      The timeline for the project will depend on the Client’s timeliness in providing relevant data and resources for consultations and review.

•      Delays caused by the Client may impact the agreed deadlines, for which the Vendor will not be held liable.

Services Provided

•      System Setup & Implementation: Build and deploy the live environment, including migration of products, categories, users, and permissions.

•      System Administration & Support: Provide ongoing support and administration of the system at the application level.

•      Training: Train key staff members identified by the Client as requiring training.

•      Data Migration: Customer will provide data in the requested format. The Vendor will handle the import of this data to the new platform. Historical data migration is not included.

Out-of-Scope Work

•      The scope covers modules and processes identified in the responsibility matrix provided by the Client.

•      Customizations or additional configurations outside the initial scope may incur extra costs.

4. Project Coordination

•      The Vendor will assign a Project Coordinator to manage implementation and serve as a liaison between the Client and the Vendor.

•      The Client must provide a dedicated resource to liaise with the Vendor.

Escalation Path

•      First Line: Project Coordinator.

•      Second Line: Head of Technology.

•      Third Line: CEO.

5. Representations, Warranties & Guarantees

Representation

•      The Vendor confirms it is under no restrictions or obligations that could interfere with the execution of this Agreement or the delivery of services.

Guarantees

•      The Vendor guarantees internal knowledge and expertise to deploy and configure the Tyle Business Suite solution as outlined in the proposal.

6. Governing Law

This agreement shall be governed by, and construed in accordance with, the laws of the Republic of Trinidad and Tobago. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Trinidad and Tobago.

7. Acceptance of Terms

By accepting the quote, the Client acknowledges that they have read, understood, and agreed to these Terms & Conditions, including this Addendum.

8. Data Privacy

Customer Data Protection

•      Tyle is committed to protecting the privacy and security of the Client's data.

•      All personal and business data provided by the Client will be handled in accordance with applicable data protection laws and regulations.

•      Tyle will implement appropriate technical and organizational measures to ensure the security of the Client's data against unauthorized access, alteration, disclosure, or destruction.

Use of Data Insights

•      Tyle may analyze aggregated and anonymized data to gain insights and improve the services provided.

•      These insights may be used for internal purposes, including but not limited to, enhancing system performance, developing new features, and improving customer support.

•      The Vendor reserves the right to use these insights for commercial purposes, such as creating market reports or developing new products, provided that such use does not compromise the confidentiality of the Client's specific data.

Consent

•      By accepting asny agrrement with  TYLE these Terms & Conditions are enforced, the Client consents to the Vendor's use of aggregated and anonymized data for the purposes outlined above.

•      The Client retains the right to withdraw consent at any time by providing written notice to the Vendor, which may impact the services provided.

9. Financial Data Security

Unauthorized Access

•      Tyle staff are strictly prohibited from accessing, sharing, or removing the Client's financial data from the system without the Client's explicit permission.

•      Any breach of this policy will be treated as a serious violation, leading to immediate disciplinary action, including potential termination of employment and legal consequences.

Protection Measures

•      The Vendor will implement strict access controls to ensure that only authorized personnel have access to the Client's financial data.

•      All employees with access to financial data will undergo thorough background checks and regular training on data security protocols.

Liability

•      Tyle will not be liable for any damages resulting from unauthorized access to the Client's financial data by its employees.

10. Use of Anonymized Data for AI Training

Data Utilization

•      The Vendor reserves the right to use anonymized data provided by the Client to train artificial intelligence (AI) systems.

•      This includes, but is not limited to, AI for business analytics, business support AI, and AI assistance tools.

Privacy Assurance

•      All data used for AI training will be fully anonymized to ensure that no personally identifiable information (PII) or sensitive business information is disclosed.

•      The Vendor will ensure that the anonymized data cannot be traced back to the Client or any individual.

Purpose

•      The insights gained from AI training will be used to enhance the Vendor's service offerings, improve system performance, and develop new AI-driven features and solutions.

Consent

•      By accepting these Terms & Conditions, the Client consents to the use of their anonymized data for AI training purposes as outlined above.

11. Intellectual Property in Custom Modules & Data Portability Upon Migration

Ownership of Custom Development

•      All custom modules, source code, configurations, workflows, scripts, integrations, and other bespoke development work created by Tyle for the Client (“Custom Modules”), whether built specifically for the Client or adapted from Tyle's existing frameworks, are and remain the sole and exclusive intellectual property of Tyle Software Solutions Limited.

•      No transfer of ownership in any Custom Module occurs at any point under the Agreement, regardless of the fees paid by the Client.

Scope of License

•      The Client is granted a limited, non-exclusive, non-transferable, revocable license to use the Custom Modules solely for its own internal business operations, and solely for the duration of an active, paid service contract with Tyle.

•      This license does not permit the Client to copy, reverse-engineer, sublicense, resell, distribute, or transfer the Custom Modules, or any part thereof, to any third party.

Termination of License and Migration

•      The license granted above terminates automatically and immediately upon expiration, termination, or non-renewal of the Agreement, regardless of the reason for such termination.

•      Where a Client elects to migrate away from Tyle's services — whether to another vendor, an in-house team, or an alternate platform — Tyle will not hand over, transfer, migrate, replicate, or otherwise provide access to any of the following: (i) Odoo or other application instances or environments; (ii) databases, whether production, staging, or backup; (iii) source code, logic, or configuration of any Custom Module; or (iv) server, hosting, or infrastructure credentials associated with Tyle-managed environments.

•      Upon migration or termination, the Client will receive only an export of its own business data (e.g., customer records, transactional data, product listings) in a mutually agreed structured format such as CSV or Excel. This export will not include any Custom Module code, business logic, workflow configuration, or other Tyle intellectual property.

Continued Use Post-Termination

•      Should the Client wish to continue using any Custom Module beyond the term of the Agreement, or wish to obtain a copy of the underlying code, this requires a separate, mutually executed licensing or code-escrow agreement with Tyle, at Tyle's sole discretion and subject to additional fees.

Survival

•      The provisions of this Section 11 shall survive the termination or expiration of the Agreement for any reason.