These Terms of Service ("Terms") are a binding agreement between I/E TOSIU, an Individual Entrepreneur registered in Georgia (identification number 304829112), registered address Nikoloz Baratashvili street N12 / Sanapiro street N2, Tbilisi 0105, Georgia ("Tosiu", "we", "us", "our") and the business that holds an account on our platform ("Operator", "you", "your"). By accepting these Terms in the platform, by paying a Subscription Fee, or otherwise by using the platform, you confirm that you have read, understood, and agree to be bound by them. The platform is offered to businesses only, not to consumers.

Important up front: Tosiu provides software. You provide transport. Tosiu is never party to the contract between you and your passengers. Anything that happens between you and a passenger, the trip itself, the money, the complaints, the refunds, the tax, the licences, the insurance, is yours. These Terms are written around that principle.

1. Definitions

Platform: the Tosiu software-as-a-service, including the admin tools at app.tosiu.com, the marketing site at tosiu.com, the booking Sites created by Operators and hosted by us, the customer Portal, the Marketplace, the public API and webhooks, and all related documentation and tooling.
Site: a public-facing booking website that you create and publish on the Platform and that we host under your domain.
Customer or Passenger: an end user who books, requests a quote for, or travels on a transport service offered through one of your Sites.
Booking: a reservation placed by a Customer through your Site, your Portal, the API, or entered by you in the Platform, whether paid online or on arrival.
Portal: the area of your Site where your Customers, drivers, staff, and partner companies log in to see and manage what concerns them.
Marketplace: the Platform feature through which an Operator offers a Booking it cannot or does not want to perform to other Operators, and another Operator accepts it.
API: the public application programming interface, the booking widget, and the webhooks documented at tosiu.com/api.
Content: any text, image, logo, route, price, FAQ entry, vehicle description, location, translation, or other material you upload, configure, or generate via the Platform.
Plan: the subscription package you choose (currently Starter, Pro+, or Leader), as described in section 6.
Subscription Fee: the amount you pay for your Plan for a chosen billing period, as described in section 6.
DPA: our Data Processing Agreement, which forms part of these Terms (section 16).

2. The service

Tosiu is a software platform purpose-built for private transfer companies (NCC in Italy, VTC in France, PHV in the UK, and equivalents elsewhere): a site builder with an integrated booking engine and a back office. You create your branded Site yourself on the Platform, guided by the integrated AI assistant, and you publish it under your domain; we host and maintain the software behind it: the booking engine, route and price management, multi-language and multi-currency display, payment integration, customer-facing emails and tickets, and the admin panel where you operate the business.

Tosiu does not perform transport, does not operate vehicles, does not employ drivers, and does not contract with your Customers. We are a technology provider; you are the carrier and the seller. Tosiu is not a travel agent, a tour operator, a booking intermediary, a broker, or an organiser or retailer of package travel; we do not sell, resell, arrange, or facilitate transport in our own name, we take no share of any fare, and we do not represent you towards your Customers.

The Platform is a self-service tool. You configure routes, prices, content, marketing tags, payment processors, and operational settings; you make the commercial decisions; you communicate with your Customers. The AI assistant built into the Platform prepares drafts (route pages, texts, prices, quotes) from your answers; you review, edit, and publish them. Tosiu does not build, configure, or publish your Site on your behalf: our team provides technical support for the software (see section 12), not a website-building service. Anything outside the Platform, your ad accounts (Google, Meta, TikTok, and similar), your payment-processor account, your electronic-invoicing provider, your domain registration, your bank account, your accounting, your tax filings, your social-media presence, is yours alone. Tosiu has no role in those accounts and no access to them unless explicitly agreed in writing for a specific service.

Where the Platform offers fields to paste third-party tracking or marketing identifiers (Google Ads ID, GA4 measurement ID, Meta Pixel ID, TikTok Pixel, LinkedIn Insight Tag, and similar), entering an ID simply causes the corresponding third-party script to load on your Site, subject to your Customers' cookie consent. Your ad-platform accounts, campaign setup, ad spend, audience configuration, conversion tracking, creatives, and compliance with each ad platform's own terms remain entirely yours.

Legally, the Platform is a website builder, hosting, and publishing service, similar in nature to general-purpose website builders but specialised for the private-transfer industry. Tosiu provides the software: the site builder, the AI assistant, hosting, design templates, the booking engine, payment integrations, multilingual content, AI translation, and the back office; you create and publish a Site using those tools and configure it for your business. You are the publisher of your Site; Tosiu is the host. The industry-specific features are product specialisation, not a change in legal nature. Every Site displays a small "Made with Tosiu" badge in its footer linking to tosiu.com; it identifies the software, never the seller.

3. Eligibility and account

You must be at least 18, legally able to contract, and acting on behalf of a registered business or self-employed activity.
You must provide accurate, current, and complete information when your account is created, and keep it up to date, in particular your legal name, VAT or tax identification number, and registered address: they identify you towards Tosiu and towards your Customers.
Accounts are opened by Tosiu at your request. The first person who logs in on behalf of your business accepts these Terms in the Platform; we record the version accepted, the date, and the network address. Every person who later uses your account does so under your acceptance.
You are responsible for all activity under your account, including by users you invite (drivers, partners, staff, Portal accounts). Keep credentials safe and remove access you no longer want.
One account per business unless we agree otherwise in writing. Multiple Sites under one account are allowed within the limits of your Plan. Each Plan carries published limits (number of Sites, mailboxes, vehicles, drivers, and partners with their own access). The software may or may not enforce a limit technically; either way you agree to stay within the limits of your Plan, and where you exceed one we may ask you to move to the next Plan or agree a written exception, and may enforce the limit after notice.
We may refuse to open, suspend, or close accounts that violate these Terms, are used fraudulently, or operate without required licensing.

4. Your relationship with your Customers

Every Booking creates a transport contract solely between you and the Customer. Tosiu is not a party to that contract, has no role in performing it, and has no liability under it. Nothing in the Platform, in a Site, in an email, or in a document generated by the Platform makes Tosiu your agent, your representative, or a co-contractor of your Customers.

You alone are responsible for, and you alone bear all risk and cost of:

Performing the transport, safely, on time, with the correct vehicle and a duly licensed driver. Punctuality, waiting times, routing, and the choice to accept a Booking for a given flight, train, or ship are your operational decisions; flight and schedule information shown by the Platform comes from third-party sources, is informational only, and never replaces your own checks.
Issuing receipts, invoices, fiscal documents, and any tax-required paperwork to the Customer. Where the Platform prepares invoice data or connects to an electronic-invoicing provider, the documents are issued by you, in your name, through your own provider account and credentials; Tosiu is not the issuer and is not an intermediary for tax purposes.
All Customer service: enquiries before booking, schedule changes, no-shows, late arrivals, missed flights and connections, route deviations, lost or damaged property, personal injury, complaints, and disputes.
Setting and disclosing your cancellation, rebooking, and refund policy, and processing refunds in line with it.
Publishing on your Site, in your own name, everything the law requires of the seller and the carrier: your identity (legal name, address, VAT or tax number, contact details, licence references where required), your terms of carriage, your cancellation policy, your privacy notice, and your cookie information. The Platform gives you pages and fields for these; their content is yours and you must review it before publishing.
Compliance with consumer-protection law in your jurisdiction and in the Customer's jurisdiction, including the right of withdrawal under EU Directive 2011/83/EU and equivalent rules where they apply, mandatory pre-contractual disclosures, any sector-specific passenger rights regulations, and, where you combine transport with other travel services, the rules on package travel and linked travel arrangements.
Insurance covering the Customer, their belongings, and any third parties affected by the trip.

You will not represent to any Customer or third party that Tosiu is the carrier, the seller, an agent of yours, or otherwise responsible for the transport. Customer-facing communications must make clear that the booking is with your business.

We may, on a best-effort basis and at our sole discretion, provide technical assistance if a Customer contacts us by mistake (for example, redirecting them to you). This is a courtesy, not an obligation, and does not make us a party to the dispute.

5. Licensing, insurance, and regulatory compliance

By using the Platform, you represent and warrant on a continuing basis that:

You hold and will maintain every licence, permit, authorisation, and registration required to operate transport services in each territory where you accept Bookings, including, where applicable, Italian NCC authorisation, French VTC card, UK PHV operator licence, taxi licences, airport access permits, and any equivalent local regimes.
You operate only within the geographic area for which you are authorised. Listing or accepting Bookings outside your authorised area is a material breach of these Terms.
Every vehicle used to fulfil a Booking is duly registered, roadworthy, fit for commercial passenger transport, and covered by valid commercial passenger-transport insurance for the territory in which it operates.
Every driver fulfilling a Booking holds a valid driving licence and any professional credentials required by local law.
You are registered for tax in the jurisdictions where you operate and you comply with all applicable tax, employment, social-security, and anti-money-laundering rules.
You will provide reasonable evidence of any of the above on request.

Tosiu does not verify these warranties and provides no compliance, legal, or tax advice. Operating without valid licensing or insurance is grounds for immediate suspension or termination, without prejudice to our other rights.

6. Pricing, fees, and how Customer payments work

The Platform is provided under a paid subscription. You choose a Plan (currently Starter, Pro+, or Leader) and a billing period of 6 months or 1 year. Current Plan contents and prices are published on tosiu.com. There is no setup fee and no per-seat charge.
The Subscription Fee is the only amount you ever pay Tosiu. Tosiu takes no share of your Bookings and no share of your Customers' payments, whatever your Booking volume. Every Booking, and every payment from your Customers, is entirely yours.
The Subscription Fee for the chosen period is payable in advance, in a single payment by bank transfer to the account stated on the invoice, against a regular invoice issued by I/E TOSIU. Your Plan is activated (or renewed) once the payment is received. Prices shown per month are for presentation; billing is per period.
No automatic renewal and no lock-in. A Plan never renews by itself and you are never obliged to renew. Renewal, expiry, and refunds are set out in section 7 and in our Refund Policy.
You may upgrade to a higher Plan at any time; the unused value of your current period is credited against the new Plan. Downgrades take effect from the next period.
Subscription Fees are exclusive of VAT or any other applicable taxes. Tosiu invoices from Georgia and is not registered for VAT in Georgia, so no Georgian VAT is charged on its invoices. For operators based in the EU or in other jurisdictions where the reverse-charge mechanism applies to cross-border B2B services, you are responsible for self-accounting for VAT in your country.
Advertising budget is separate from the Subscription Fee. Where your Plan includes the advertising tools (see section 12), the media spend is paid by you directly to the advertising platform (Google, Meta, or similar) from your own advertising account, under your control.
Tosiu does not collect, hold, or process Customer payments at any time. Customers pay you directly through the payment processor you connect to your Site (Stripe, PayPal, SumUp, Nexi, Revolut, or similar) or in cash or by card on arrival. The money flows from the Customer to the processor to your bank account; it never passes through Tosiu. We are not a payment institution, an escrow agent, or a merchant of record.
To enable online payments on your Site, you connect your own processor account by entering API credentials (or completing the equivalent OAuth flow) in the Platform. By doing so, you authorise Tosiu to use those credentials solely to initiate payments and related actions on your behalf as part of the booking flow, showing your business as the merchant. You remain the account holder; you are responsible for the credentials, the connected account, all chargebacks, refunds, and disputes raised through it, and your contractual relationship with the processor. Tosiu is not a party to that relationship.
Any fees charged by your payment processor (transaction fees, payout fees, FX, chargeback fees) are charged by that processor under your contract with them, and are entirely separate from your Subscription Fee.
Currency conversion shown to Customers on your Site is informational; settlement to you is in the currency configured with your payment processor.
We may change Plan prices or contents with at least 30 days' written notice. Changes never affect a period you have already paid for; they apply from your next renewal. If you do not accept the change, you simply do not renew.

7. Renewal, expiry, and refunds

Renewal is your choice. We remind you before a paid period ends. To renew, you pay the invoice for the next period; nothing happens automatically and no notice of non-renewal is needed.
What happens when a Plan expires. Your account and your data stay where they are and your Site stays online, in a limited mode: online payments through your processor are switched off (Customers can still book with payment on arrival), the number of booking searches and quote requests your Site answers per day is capped, and the features reserved to paid Plans, such as the quotation manager, are switched off. Paying for a new period restores your Plan in full. The limits in force are published in the Refund Policy and may change with 30 days' notice.
No refunds. The Subscription Fee buys a period of access at a discounted, prepaid rate. Amounts already paid for a started period are non-refundable, in whole or in part, whether or not you use the Platform, close your account, or stop using a feature during that period. The only exceptions are set out in the Refund Policy: termination by us without cause (pro-rata refund, section 23), and a duplicate or mistaken payment.
An invoice that is issued at your request and then not paid is simply cancelled; nothing is owed for a period that never started.

8. Customer cancellations, refunds, and chargebacks

You set your own cancellation and refund policy and are responsible for disclosing it to your Customers and applying it consistently. What you charge a Customer, what you refund, and on what timeline are entirely between you and the Customer. Tosiu takes no part of any Booking, so nothing you charge or refund a Customer affects what you owe us.
Use the Platform's Booking statuses correctly and promptly, so that your records, your Customers' confirmations, and your statistics stay accurate.
Chargebacks (payment disputes raised by a Customer with their card issuer or payment provider) are your sole financial responsibility, including any chargeback fees passed through by the processor. We are not your agent for handling disputes; you respond directly to the processor and the issuer.

9. Operator content

You retain all ownership and rights to your Content. You grant Tosiu a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, modify (only as technically required, for example, resizing images, format conversion, generating thumbnails, indexing for search), transmit, and display your Content for the sole purpose of operating your Site(s) and the Platform. The licence ends when you delete the Content or close your account, except for backups retained on our standard schedule and records we are required to keep by law.

You warrant that your Content:

does not infringe any third-party right (copyright, trademark, image rights, contractual rights, etc.);
is accurate and not misleading, particularly route prices, vehicle types and capacities, included extras, availability, and any claim about your licensing or service area;
complies with applicable advertising, consumer-protection, and competition law.

AI-assisted translation and AI-generated text and imagery are productivity tools provided "as is". Output may contain errors. You are responsible for reviewing AI output before publishing it, especially anything that affects price, legal obligations, safety information, or accessibility. The AI features send the text you give them to the model providers listed in the DPA; do not enter data you are not allowed to share, and do not rely on AI output as legal, tax, or safety advice.

Tosiu does not pre-screen, actively monitor, or curate Content. If a third party makes a credible claim that Content on your Site infringes their rights, breaches the law, or otherwise should be removed, we will notify you and, where the claim is serious or apparently well-founded, may temporarily hide or remove the affected Content pending your response. You agree to cooperate in good faith and to substitute compliant Content promptly where appropriate. Persistent or repeated infringement is grounds for termination under section 23.

10. Acceptable use

You will not, and will not permit any third party to:

use the Platform for unlawful, fraudulent, deceptive, or harmful purposes;
offer or facilitate transport services you are not licensed and insured to perform, or accept Bookings outside your authorised geographic area;
list or accept Bookings you are unable or unwilling to fulfil;
send unsolicited marketing or spam through Platform-provided channels;
attempt to disrupt, overload, probe, reverse-engineer, decompile, copy, or access the Platform or its security other than as expressly authorised;
scrape, harvest, or otherwise collect personal data of other operators, their Customers, or our staff;
resell, sublicense, white-label, or otherwise commercialise the Platform without our prior written consent;
impersonate another business, trade under a name you do not have the right to use, or misrepresent your relationship with Tosiu;
upload or transmit malware, exploit code, or content that is illegal, defamatory, hateful, sexually explicit, or otherwise inappropriate for a passenger transport service.

11. Domains, DNS, and email

You own your domain. You are responsible for registering it, paying renewal fees, and keeping the registration active. If your domain lapses, your Site goes offline.
To use the Platform with your domain, you point your DNS nameservers (or specific records) to Tosiu as instructed.
Transactional emails sent on your behalf, booking confirmations, receipts, ticket PDFs, customer-service replies routed through the Platform, are sent using your domain or ours, with your branding and your business as the sender. You authorise this and you will configure SPF, DKIM, and DMARC records when requested.
Tosiu does not act as your domain registrar unless we agree to do so in writing for a specific domain.
You are responsible for the deliverability and reputation consequences of email volume sent in your name.

12. Included tools and support

The subscription is a licence to use software. What each Plan includes is a set of Platform features and a support channel, as published on tosiu.com at the time of purchase. Nothing in a Plan is a service performed by the Tosiu team on your Site or in your accounts on your behalf. Each feature is provided subject to these Terms and to any additional terms presented at the time of activation.

Site builder and AI setup (all Plans). The Platform, guided by the integrated AI assistant, prepares route pages, texts, and prices from the answers you give and imports pages and texts of an existing site you point it to. You review, edit, and publish; the time it takes depends on you. No delivery time is promised.
Automatic SEO and AI visibility (all Plans). The Platform generates search-engine-ready structure and content for your Site (technical and on-page optimisation, AI-generated route content, structured data, files readable by AI assistants). Outcomes depend on factors outside our control (search-engine and AI-assistant behaviour, competition, seasonality); the tools are provided as they are, without any guarantee of ranking, citation, traffic, or booking volume.
Advertising tools (Pro+ and Leader Plans). The Ads Manager and the Ads Builder are software features: the Platform drafts campaigns and ads for Google Ads and Meta Ads from your routes and prices, and shows their results measured on your Bookings; you approve, publish, and manage the campaigns in your advertising accounts, with your own budget and payment method. Tosiu does not manage, optimise, or spend on advertising campaigns on your behalf, and makes no commitment as to any cost-per-booking or return.
Automations and sales channels (Pro+ and Leader Plans). The AI e-mail auto-reply, the seasonal demand forecast, the competitor report, tours and shared shuttle, the Marketplace, and the API and webhooks are Platform features you switch on and configure. Automatic review requests after each transfer are available in every Plan. AI output is provided "as is", subject to your review under section 9.
Support (all Plans). Technical support for the software by ticket from the Platform and by e-mail, normally answered within one working day. The Leader Plan adds a direct support channel (WhatsApp and phone) with priority handling of your requests. Support explains and fixes the software; it does not build or run your Site for you. Feature requests and adjustments specific to your business are considered with priority on the Leader Plan; whether and when they are delivered is at our discretion, and any work agreed outside the Platform's features is quoted and agreed separately in writing.
AI translations and content generation (all Plans). Provided "as is", subject to your review under section 9.

13. API, webhooks, and integrations

The API is available from the Pro+ Plan, as documented at tosiu.com/api. API keys are issued to your account and are confidential: you are responsible for every request made with them, for storing them securely, and for revoking a key you suspect is exposed.
The API is rate-limited; the limits in force are stated in the documentation and may change. Requests that exceed them are refused. Abuse (scraping, load testing without agreement, circumventing limits, using the API to build a competing service) is a material breach.
Webhooks deliver Booking and Customer data to endpoints you choose. Choosing an endpoint is your instruction to us to send that data there; the security of the receiving system and any onward processing are your responsibility.
Integrations you connect (your electronic-invoicing provider, your management software, your SMS provider, your storage account, your advertising accounts) run under your own contracts with those providers. Tosiu passes data to them on your instruction and is not responsible for their availability, behaviour, or terms.
We may change the API with reasonable notice and will keep documented versions working for a reasonable period. The API is provided "as is", without warranty of uninterrupted availability or fitness for a particular integration.

14. Marketplace between Operators

The Marketplace lets you offer a Booking to other Operators and lets you accept Bookings offered by them. Tosiu provides the software only: it is not a party to any arrangement between Operators, does not select, match, vet, or guarantee any Operator, takes no share of any price agreed, and does not hold or transfer any money between Operators.
The Operator that took the Booking from the Customer remains the Customer's contractual counterparty for the whole trip and remains responsible towards the Customer under section 4. The Operator that accepts the trip performs it as an independent contractor of the offering Operator and is responsible towards that Operator for the performance, and towards everyone for its own licences, vehicles, drivers, and insurance under section 5.
Price, payment between Operators, invoicing between Operators, cancellation, no-shows, and any dispute arising from a Marketplace trip are settled between the two Operators directly. Tosiu is not an arbitrator and has no obligation to intervene.
Personal data of the Customer shared through the Marketplace may be used by the accepting Operator only to perform that trip. Both Operators are independent controllers of that data for their own purposes; the DPA governs Tosiu's role as processor for each of them.
Each Operator indemnifies Tosiu under section 20 for claims arising from Marketplace trips it offered or accepted.

15. Tours, shared shuttle, and the Portal

Tours and shared shuttle are sales formats of your own service. When you sell a seat on a shuttle or a place on a tour, you are the organiser, the seller, and the carrier; you set the schedule, the minimum numbers, the meeting points, the cancellation rules, and you decide whether a run is confirmed. Where a tour combines transport with other travel services (guides, tickets, meals, accommodation), you are responsible for determining whether package-travel or linked-travel rules apply and for complying with them.
The Portal gives your Customers, drivers, staff, and partner companies access to what concerns them (their bookings, documents, trips, assignments). You decide who gets access, you manage those accounts, and you remain responsible for what your users do with it. Tosiu processes the Portal data as your processor under the DPA.
Documents the Platform generates for your Customers and drivers (tickets, vouchers, service sheets, quotes, invoice data) are issued in your name and on your responsibility.

16. Data protection

For personal data of your Customers, visitors to your Site, your drivers, your staff, your partners, and any other natural persons whose data you upload to or process through the Platform: you are the data controller, and Tosiu acts as a data processor on your behalf.
For data we process about you (your account, billing history, support interactions, server logs identifying your business): we are the controller. See our Privacy Policy.
Our Data Processing Agreement (DPA) forms part of these Terms and applies to every Operator automatically, without separate signature. It contains the content required by Article 28(3) GDPR, our security measures, the current list of sub-processors with their countries, and the transfer safeguards for the fact that Tosiu is established in Georgia and hosts the Platform on servers in the United States: the EU Standard Contractual Clauses (Module Two) are incorporated in the DPA. A countersigned copy is available on request at contact@tosiu.com.
As your processor, we process Customer personal data only as needed to deliver the Platform, to keep it secure, and consistent with how you configure it. We do not use Customer personal data for our own commercial purposes and we do not sell it. Internal operational alerts that help us run the Platform are limited to what monitoring requires, as described in the DPA.
You are responsible for: establishing a lawful basis for the processing, providing the privacy notice and (where required) the cookie information and consent shown on your Site, responding to data-subject rights requests from your Customers, and meeting any other obligations a controller has under the GDPR or equivalent law.
Backups: the Platform is backed up on a rolling schedule. Data you delete, including through the Backup and Wipe tool, may persist in encrypted backups for up to 365 days before it ages out.
On termination, data export and deletion are governed by section 23.

17. Service availability and changes

We aim to keep the Platform available continuously, but we provide no Service Level Agreement and no uptime guarantee unless we have agreed one with you in a separately signed document.
Planned maintenance, emergency maintenance, third-party outages (hosting, DNS, payment processors, flight-data providers, mapping, email delivery, AI model providers), and force-majeure events may cause temporary unavailability. Where reasonably possible, we give advance notice of planned maintenance.
We may add, change, deprecate, or remove features at any time. We will give reasonable advance notice of changes that materially reduce functionality you actively rely on.

18. Beta features

Features marked "beta", "preview", "early access", or similar are provided as is, may be changed or withdrawn without notice, and are not covered by any availability or support commitment. Use them at your own risk.

19. Our intellectual property

The Platform, including its source code, design, name "Tosiu", logo, documentation, internal tooling (admin, hub, builder, AI assistants), templates, and any improvements, is owned by Tosiu or licensed to us. Nothing in these Terms transfers any of those rights to you. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Platform for the term of your account, solely for the purpose of operating your business. Any feedback you provide may be used by us without restriction or compensation.

20. Indemnification

You will defend, indemnify, and hold harmless Tosiu, its affiliates, and their respective officers, employees, and contractors from and against any claim, action, demand, loss, damage, fine, cost, or expense (including reasonable legal fees) arising out of or relating to:

the transport service you sell, perform, or fail to perform, including injury, death, property damage, lost luggage, delays, missed flights or connections, or breach of the carriage contract;
any complaint, dispute, refund, or chargeback raised by a Customer of yours, or by a Customer of another Operator in connection with a Marketplace trip you offered or accepted;
your failure to hold or maintain any required licence, permit, registration, or insurance, or any operation outside your authorised area;
any tax, social-security, employment, or labour-law liability arising from your business or from your relationships with drivers, partners, or staff;
your Content, including infringement of third-party rights, defamation, false advertising, inaccurate pricing, or inaccurate vehicle availability;
your use of the API, your integrations, and your webhook endpoints;
your breach of these Terms, of the DPA, or of any law applicable to your business.

We will give you prompt notice of any covered claim, allow you to control the defence (with our reasonable cooperation, at your cost), and not settle without your consent (which you will not unreasonably withhold). We may participate in the defence with our own counsel at our own expense.

21. Limitation of liability

To the fullest extent permitted by law, Tosiu is not liable for indirect, incidental, special, consequential, or exemplary damages, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or data, however arising. Tosiu is not liable for the acts or omissions of Customers, of other Operators (including in the Marketplace), of your drivers, staff, or partners, or of third-party providers you choose to connect.

Our total aggregate liability to you in connection with these Terms or the Platform, whether in contract, tort (including negligence), statute, or otherwise, is capped at the total Subscription Fees you actually paid us in the 12 months immediately preceding the event giving rise to the liability. Where you have paid us nothing in that period (for example, during a trial, courtesy period, or the limited mode after expiry), the cap is zero. The Platform is provided "as is" and "as available", and we make no warranty as to fitness for any particular purpose, uninterrupted operation, or freedom from errors, beyond what cannot be excluded under applicable law.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including for fraud, wilful misconduct, or death or personal injury caused by gross negligence.

22. Suspension

We may suspend your account, an individual Site, or specific features at any time, with or without prior notice depending on severity, if:

you breach these Terms or the DPA;
you fail to pay any Subscription Fee, invoice, or other amount when due;
we have reasonable grounds to suspect fraud, illegal activity, or operation without required licensing or insurance;
Customer chargebacks, complaints, or law-enforcement enquiries against your activity reach a level that creates risk to the Platform, to other operators, or to us;
a third-party service we depend on (for example, a payment processor) requires it;
continued operation would put us in breach of law or of an obligation owed to a third party.

We will lift the suspension when the cause is resolved. A suspension does not by itself terminate the account, and amounts already due before the suspension remain payable. A suspension caused by your breach does not extend a paid period.

23. Termination, account closure, and data export

You may close your account at any time by opening a request from the Platform (Account, "Close account and export data") or by email to contact@tosiu.com from your registered address. There is no notice period and no termination fee. Because subscription periods are prepaid at a discounted rate, closing your account during a paid period does not entitle you to a refund of the remaining months (section 7); alternatively you can simply let the period run out and not renew.
We may close your account on 30 days' notice for any reason, or with immediate effect for material breach, fraud, non-payment, or where required by law. If we terminate without cause before the end of a period you have paid for, we refund the unused part of the Subscription Fee pro rata.
You can export your Bookings yourself at any time with the Backup tool in the Platform. In addition, within 48 hours of receiving your account-closure request, Tosiu sends you a copy of your Bookings, Customer records, and uploaded Content by email, in a commonly used machine-readable format (for example, CSV or JSON for structured data, original files for media). After delivery we delete or anonymise the data on our standard schedule, except where retention is required by law (for example, tax records) or for legitimate business purposes (fraud prevention, dispute resolution, defence of legal claims), and subject to the backup retention in section 16.
Termination does not relieve you of any payment obligation that arose before termination.
Sections that by their nature survive termination, including 4 (Customer relationship), 5 (compliance warranties), 6 to 8 (payment obligations accrued), 9 (Content licence for residual backups), 14 (Marketplace), 16 (data protection, for as long as we hold any data), 19 (intellectual property), 20 (indemnification), 21 (limitation of liability), 25 (notices), 28 (governing law), and 29 (miscellaneous), continue in force.

24. Force majeure

Neither party is liable for delay or failure to perform any obligation (other than payment obligations already accrued) caused by events beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, pandemic, governmental or regulatory action, labour disputes, network or power outages, internet service-provider failures, denial-of-service attacks, and failures of third-party services we rely on. The affected party will notify the other promptly and use reasonable efforts to resume performance.

25. Notices

We may give notices to you by email to the address registered on your account, by message in the Platform, or by posting on the relevant tosiu.com page.
You must give notices to us by email to contact@tosiu.com.
Email notices are deemed received the next business day after sending.
You are responsible for keeping your registered email current and for monitoring it.

26. Assignment

You may not assign or transfer your rights or obligations under these Terms, in whole or in part, without our prior written consent (which we will not unreasonably withhold). We may assign these Terms in connection with an internal restructuring, merger, acquisition, or sale of all or substantially all of our business or assets, on notice to you.

27. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified at least 30 days in advance by email to your registered address or by a prominent notice in the Platform; minor changes (clarifications, drafting fixes, contact-detail updates) take effect on posting. The "Last updated" date at the top of this page reflects the current version. Continued use of the Platform after the effective date constitutes acceptance. If you object to a material change, you may terminate within the notice period without penalty.

28. Governing law and disputes

These Terms are governed by the laws of Georgia, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to these Terms or the Platform is subject to the exclusive jurisdiction of the competent courts of Tbilisi, Georgia.

This choice does not deprive you of the protection of provisions of the law of your own country that cannot be derogated from by agreement, and it does not affect the separate law and forum chosen in the Standard Contractual Clauses incorporated in the DPA for data-protection matters.

The Platform is intended for business use only. Nothing in this section deprives you of any mandatory consumer-protection right that applies in the exceptional case where you would qualify as a consumer under the law of your habitual residence.

29. Miscellaneous

Entire agreement. These Terms, together with our Privacy Policy, our Cookie Policy, our Refund Policy, the DPA, and any supplemental terms expressly incorporated (for example, for optional services), form the complete agreement between you and Tosiu and supersede any prior agreement on the same subject matter.
Specific approval. Where the law of your country requires clauses of this kind to be approved specifically and in writing (for example, articles 1341 and 1342 of the Italian Civil Code), you declare that you have read and specifically approve sections 6 and 7 (fees, expiry, no refunds), 13 (API), 14 (Marketplace), 17 (availability and changes), 20 (indemnification), 21 (limitation of liability), 22 (suspension), 23 (termination), 27 (changes to these Terms), and 28 (governing law and jurisdiction).
Severability. If any provision is held unenforceable, the remaining provisions stay in effect, and the unenforceable provision will be replaced by an enforceable one that most closely reflects the original intent.
No waiver. A failure or delay in enforcing any right is not a waiver of that or any other right.
No partnership. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship; each party is an independent contractor.
Language. The English version of these Terms is the authoritative version. Translations are provided for convenience only; in case of conflict, the English version prevails.
Headings. Section headings are for convenience only and do not affect interpretation.
Use of your name in marketing. We will not publicly identify you as a Tosiu customer, nor use your name, logo, or branding in our marketing materials, without your prior consent. We may include aggregated, non-identifying statistics in marketing (for example, total Bookings handled across the Platform).

30. Contact

I/E TOSIU, Nikoloz Baratashvili street N12 / Sanapiro street N2, Tbilisi 0105, Georgia (ID: 304829112)
Email: contact@tosiu.com
Phone: +995 557 198 117

Questions about these Terms? Email us or use the contact form.