Terms and Conditions
These Terms and Conditions ("Terms") form a binding agreement between you and DukeQ (by Tendo) ("DukeQ", "we", "us", or "our") and govern your access to and use of our web application, websites, APIs, and related services (collectively, the "Service"). By accessing, signing in to, or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service. If you accept these Terms on behalf of a company or other organisation, you confirm you have authority to bind that organisation, and "you" means that organisation.
1. Eligibility and Accounts
You must be at least 18 years old and legally able to enter into a contract to use the Service. You are responsible for the accuracy of the information you provide, for keeping your credentials confidential, and for all activity that occurs under your account, whether or not authorised by you. Credentials are personal and must not be shared. Notify us immediately at security@tendo.app of any suspected unauthorised access.
2. Workspaces, Roles, and Administrators
The Service is organised into workspaces (tenants). The workspace owner or administrator controls access, roles, permissions, approvals, and configuration for that workspace and is responsible for the acts and omissions of every user they authorise. Data submitted into a workspace is controlled by that workspace, and administrators may view, export, change, restrict, or delete it, including content created by other users of that workspace. Where you are an individual user, you acknowledge that your workspace administrator, not DukeQ, decides who may access the data you enter.
3. Subscriptions, Fees, and Payment
Certain features are provided under a paid subscription, add-on, per-employee charge, or consumption-based allowance (for example bank statement matching or other usage-metered features). Fees, billing cycles, and included features are described at purchase or in a separate order. Unless stated otherwise, fees are quoted exclusive of applicable taxes, levies, and withholding, are billed in advance, and are non-refundable, including for partial periods and unused allowances. Metered allowances expire as stated at purchase and have no cash value. We may suspend or terminate access for non-payment and may charge reasonable recovery costs. We may change pricing on reasonable prior notice, effective at the start of your next billing period.
4. Trials, Demos, Sandboxes, and Beta Features
We may offer trial access, demo workspaces, test workspaces, or beta features. These are provided "as is", may be modified, limited, or discontinued at any time, and carry no availability, support, or data-retention commitment. Data in trial, demo, or test workspaces may be deleted without notice.
5. Acceptable Use
You agree not to, and not to permit anyone else to:
- Use the Service to violate any law, regulation, sanctions regime, or third-party right.
- Upload or transmit content that is unlawful, infringing, defamatory, harassing, or malicious, or that you lack the right to submit.
- Attempt to gain unauthorised access to the Service, another workspace, another account, or related systems, or to bypass permissions, approval workflows, period locks, audit logging, rate limits, or usage metering.
- Interfere with or disrupt the Service, including by introducing malware, generating excessive load, scraping, crawling, penetration testing without our prior written consent, or reverse engineering, decompiling, or attempting to derive source code.
- Use the Service to send unsolicited communications, or to build, train, benchmark, or assist a competing product or service.
- Resell, rent, sublicense, time-share, or make the Service available to third parties outside your workspace without our written consent.
- Submit special-category or unusually sensitive data (for example payment card numbers, full national identity document images, biometric data, or health records) unless a feature is expressly designed to receive it.
We may investigate suspected violations and may remove content or suspend access immediately where we reasonably believe there is risk to the Service, to other customers, or of legal liability.
6. Your Content and Your Responsibilities
You retain all rights in the data and content you submit to the Service ("Your Content"). You grant DukeQ a worldwide, non-exclusive, royalty-free licence to host, copy, store, transmit, display, and process Your Content, and to instruct our sub-processors to do the same, solely to provide, secure, support, and improve the Service and as otherwise permitted by these Terms. You are solely responsible for the legality, accuracy, completeness, and quality of Your Content, for obtaining any consents or notices required from the individuals it concerns (including your customers, employees, and contractors), and for the results you derive from it. You represent that you have all rights necessary to grant this licence.
7. No Professional Advice; Accounting, Tax, and Regulatory Responsibility
DukeQ is business software, not an accountant, auditor, tax adviser, payroll bureau, pharmacist, lawyer, or financial institution. Nothing in the Service constitutes accounting, audit, tax, legal, regulatory, or investment advice. Ledger entries, tax computations, statutory calculations, valuations, stock figures, reports, and dashboards are automated conveniences based on the configuration and data you supply. You are solely responsible for reviewing and verifying all outputs before relying on them, for your statutory books and records, for the correctness and timeliness of filings, returns, remittances, and payments to any authority, and for compliance with all laws applicable to your business, including licensing rules for regulated goods. You should engage a qualified professional where appropriate.
8. Payroll and Payment Facilitation
Where payroll or payment-related features are enabled, you remain the employer or payer of record. You are responsible for employment terms, worker classification, the accuracy of pay data, statutory rates and thresholds, deduction elections, funding, and the ultimate remittance of net pay and statutory contributions. DukeQ is not a bank, payment institution, or money transmitter and does not hold funds on trust for you. Where a feature records collection or funding details, or where we assist in initiating a payment at your instruction, we act only as a technical facilitator, and any funds movement is performed by you or by third-party financial providers under their own terms. You must verify beneficiary details before sending funds; we are not responsible for losses arising from incorrect, altered, or fraudulent payment instructions.
9. Automated and AI-Assisted Features
Some features use automated processing, machine learning, or third-party AI models (for example document and bank statement extraction, matching suggestions, and written summaries). These features are probabilistic and may produce incomplete, inaccurate, or misleading output. They are decision support only, never a substitute for human review, and must not be treated as an audit, assurance, or reconciliation sign-off. You are responsible for reviewing and approving output before acting on it or posting it to your books. Content you submit to these features may be transmitted to third-party model providers for processing. AI-assisted features may be metered, rate-limited, temporarily unavailable, or withdrawn.
10. Our Intellectual Property
The Service, including all software, models, designs, workflows, text, graphics, documentation, and trademarks, is owned by DukeQ or its licensors and is protected by intellectual property laws. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Service for your internal business purposes during your subscription term. No other rights are granted, and all rights not expressly granted are reserved.
11. Service Data and Improvement
We may collect and use configuration, diagnostic, telemetry, and usage data, and may create aggregated and de-identified data derived from use of the Service, to operate, secure, support, analyse, benchmark, and improve the Service and to develop new features. Aggregated and de-identified data does not identify you, your workspace, or any individual, and we may use and retain it without restriction. We do not sell Your Content.
12. Feedback
If you provide suggestions, ideas, or feedback about the Service, you grant DukeQ a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction, attribution, or obligation to you.
13. Security, Shared Responsibility, and Backups
We maintain administrative, technical, and organisational measures designed to protect the Service, and those measures may change as the Service evolves. Security is a shared responsibility: you are responsible for the security of your devices and networks, for strong and unique passwords, for promptly removing access when a user leaves, for configuring roles, approvals, and period locks appropriately, and for monitoring your own audit trail. No system is completely secure, and we do not guarantee that the Service cannot be compromised. You are responsible for exporting and retaining your own backups of critical data at a frequency appropriate to your business.
14. Availability, Support, and Changes to the Service
Unless a separate written service level agreement applies, the Service is provided without any uptime, response-time, or support commitment. We may perform maintenance, impose reasonable usage limits, and add, change, deprecate, or remove features at any time. We will use reasonable efforts to avoid materially degrading core functionality during a paid term.
15. Third-Party Services
The Service may integrate with or link to third-party services (for example hosting, database, email, mapping, analytics, session-replay, AI model, messaging, or payment providers). Those services are provided by their operators under their own terms and privacy policies. We are not responsible for their acts, omissions, availability, pricing, or security, and your use of them is at your own risk. If a third-party service becomes unavailable or changes its terms, we may disable the related feature.
16. Privacy and Data Protection
Our Privacy Policy describes how we handle personal information and is incorporated into these Terms. In relation to personal data contained in Your Content, you act as the controller (or equivalent) and we act as processor, processing that data on your documented instructions as reflected in these Terms and your use of the Service. You confirm you have a lawful basis for the data you submit, including data about your employees, contractors, riders, and customers, and for any location or delivery tracking you enable.
17. Confidentiality
Each party may receive non-public information of the other. Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound by similar obligations, or as required by law. Pricing, unreleased features, and security details are our confidential information.
18. Suspension and Termination
We may suspend or terminate your access to all or part of the Service at any time, with or without notice, if we reasonably believe you have violated these Terms, if fees are overdue, if required by law, or to protect the Service, our customers, or third parties. You may stop using the Service at any time; termination does not entitle you to a refund of prepaid fees except where required by law. Upon termination your right to use the Service ends immediately. You are responsible for exporting your data before termination. We may delete workspace data after a reasonable period following termination, typically 30 days, and we have no obligation to retain it after that. Sections that by their nature should survive termination, including fees owed, disclaimers, limitation of liability, indemnification, confidentiality, and governing law, will survive.
19. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY DATA, CALCULATION, REPORT, OR AI-ASSISTED OUTPUT WILL BE ACCURATE, COMPLETE, COMPLIANT, PRESERVED, OR RECOVERABLE. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUPS OF CRITICAL DATA AND FOR ALL DECISIONS AND ACTIONS TAKEN BASED ON THE SERVICE.
20. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, DUKEQ AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, DATA, GOODWILL, BUSINESS OPPORTUNITY, STOCK, OR FOR REGULATORY FINES, PENALTIES, INTEREST, TAX OR STATUTORY LIABILITIES, MISPAYMENTS, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US FOR THE SERVICE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. NOTHING IN THESE TERMS EXCLUDES LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.
21. Indemnification
You will defend, indemnify, and hold harmless DukeQ and its affiliates, officers, employees, and agents from and against any claims, demands, investigations, damages, liabilities, fines, costs, and expenses (including reasonable legal fees) arising out of or related to Your Content, your use or configuration of the Service, your employment or payroll practices, your tax or regulatory filings, payments you initiate, your breach of these Terms, or your violation of any law or third-party right.
22. Force Majeure
Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, strike, government action, power, internet, telecommunications or cloud provider failure, cyberattack, or third-party service outage.
23. Changes to These Terms
We may update these Terms at any time. If we make material changes, we will provide notice through the Service or by email and may require you to accept the updated Terms before continuing to sign in. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
24. Governing Law, Jurisdiction, and Local Requirements
The Service is offered internationally and customers may be established in many different countries. Unless a separate signed order form states otherwise, these Terms are governed by the laws of the jurisdiction in which the contracting DukeQ entity is established, without regard to its conflict of laws rules, and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction. Nothing in this section removes any right you have to bring proceedings in, or to rely on the mandatory consumer, employment, data protection, or public policy laws of, the country in which you are resident or established. Where local law of your country requires a different governing law, forum, or dispute mechanism for a contract of this kind, that requirement prevails over this section to the minimum extent necessary.
Before filing a claim, the parties will attempt in good faith to resolve the dispute through discussion for 30 days after written notice, escalating to senior representatives of each party. Either party may seek urgent injunctive or equitable relief in any competent court to protect its confidential information, intellectual property, or security. Where permitted by law, disputes will be resolved on an individual basis, class actions and class arbitrations are not permitted, and any claim must be brought within one (1) year after it arises, except where a longer period is required by applicable law. If the parties agree in writing to arbitration, the seat, language, rules, and number of arbitrators will be as stated in that written agreement.
25. Cross-Border Operation and Local Compliance
The Service supports multi-currency, multi-country, and multi-entity operations, including localised tax handling, statutory payroll configurations, and country-specific document templates. Availability of any localisation varies by country and may change. You are solely responsible for determining whether your use of the Service satisfies the laws of every country in which you operate, including company law, invoicing and e-invoicing mandates, tax registration and filing duties, payroll and social security obligations, employment law, consumer protection, record retention periods, electronic signature requirements, and sector-specific rules such as pharmaceutical or medical product regulation. Localisations, statutory rates, and templates are provided for convenience and may lag legislative changes.
You are responsible for obtaining and maintaining any licence, registration, permit, or regulatory approval your business requires, and for ensuring that the personnel you invite into a workspace are permitted to access the data held in it.
26. No Professional Advice
The Service, its calculations, reports, analytics, digests, reconciliation suggestions, and any generated summaries are informational tools only and do not constitute accounting, audit, tax, legal, financial, immigration, or human resources advice. Statutory payroll rates, tax rates, thresholds, and formulas are configuration values that you or your administrator are responsible for reviewing and approving. You should obtain independent professional advice before relying on any output for a filing, statutory return, payment, disclosure, or employment decision, and you remain solely responsible for the accuracy of anything you submit to a tax authority, regulator, auditor, bank, or employee.
27. Payroll and Payment Facilitation
Where the Service is used to prepare payroll, DukeQ acts only as a processing and record-keeping tool for the figures you configure and approve. You remain the employer of record. You are responsible for the correctness of employee data, bank and mobile money details, pay items, statutory elections and exclusions, net-to-gross targets, funding, and the timing of disbursement and remittance. Where a payment or disbursement service is offered, it may be delivered through third-party financial institutions or payment providers subject to their own terms, limits, cut-off times, verification, sanctions screening, and anti-money-laundering checks, and DukeQ does not hold funds as a bank or deposit taker. Fees for payroll processing, per-person charges, and payment handling apply as described at purchase.
28. Accounting Records, Approvals, and Period Controls
The Service generates ledger entries, journals, documents, and audit trails from your operational activity. Features such as approvals, period locks, daily close, blind counts, variance review, and immutable reopening logs are configurable controls that you are responsible for enabling and administering in line with your own internal control framework. Disabling or bypassing a control, granting broad administrative rights, or editing configuration retrospectively may affect the completeness and integrity of your records. You are responsible for reconciling the Service against your bank, tax, and statutory records, and for retaining copies of records for the period your law requires.
29. Artificial Intelligence and Automated Features
Some features use machine learning or large language models, for example document and bank statement extraction, template training, matching suggestions, search ranking, and written summaries. Output is probabilistic, may be incomplete, outdated, or wrong, and must be reviewed by a competent person before it is relied on, posted, sent externally, or used to make a decision about an individual. You must not use these features as the sole basis for a decision that has a legal or significant effect on a person, including employment, discipline, or credit decisions. Usage may be metered and subject to fair-use limits, rate limits, and model changes or deprecations by upstream providers. You must not submit content to these features that you are not permitted to disclose to a processor.
30. Third-Party Services and Integrations
The Service may interoperate with third-party products, including hosting and infrastructure providers, database and storage platforms, model providers, email delivery, analytics and session replay tooling, mapping and address lookup, payment processors, and banking partners. Those services are governed by their own terms and privacy notices, and their availability, pricing, or features may change or end. We are not responsible for third-party services, and enabling an integration authorises the transfer of the data needed for it to function.
31. Beta and Preview Features
Features labelled beta, preview, pilot, experimental, or early access are provided as is, may be changed or withdrawn at any time, may not be covered by any service level or support commitment, and may have reduced or different security, retention, and backup characteristics. Use of them is at your own risk.
32. Usage Limits, Fair Use, and Storage
We may apply reasonable technical limits, including request rate limits, file size limits (for example attachment size caps), storage quotas, record counts, seat counts, retention windows, export size, and metered allowances for AI or matching features. We may throttle, queue, or suspend activity that materially exceeds fair use, degrades the Service for other customers, or indicates abuse or automated scraping.
33. Security Responsibilities
We maintain administrative, technical, and organisational measures appropriate to the Service. You are responsible for your own security posture, including selecting strong and unique passwords, enabling available authentication controls, promptly removing leavers, applying least-privilege roles, protecting temporary passwords issued to members, controlling who may approve transactions or reopen closed periods, and securing the devices and networks used to access the Service. You must notify us without undue delay of any suspected compromise affecting your workspace.
34. Export Controls, Sanctions, and Anti-Corruption
You represent that you and your users are not subject to sanctions or located in a sanctioned or embargoed territory, that you will not make the Service available to any person or entity so designated, and that you will comply with applicable export control, anti-bribery, anti-corruption, anti-money-laundering, and counter-terrorist financing laws. We may suspend access immediately where required to comply with such laws.
35. Suspension, Termination, and Data Return
Either party may terminate a subscription as stated at purchase. We may suspend or terminate access immediately for non-payment, material breach, security risk, unlawful use, or where required by law or by a supplier. On termination, your right to access the Service ends. You should export your data before termination. After termination we may delete workspace data following a reasonable grace period, except where retention is required by law or for legitimate business records such as invoices, audit logs, and dispute evidence. Provisions that by their nature should survive termination will survive.
36. Support and Service Availability
Unless a separate written service level agreement applies, support is provided on a commercially reasonable efforts basis during business hours in our operating time zone, and no uptime, response time, or resolution time is guaranteed. We may perform scheduled or emergency maintenance, and may modify, deprecate, or remove features. Where a change materially reduces core functionality you rely on, we will use reasonable efforts to give advance notice through the Service or by email.
37. Feedback
If you send us suggestions, feature requests, or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you, and we may implement it for all customers. You should not send us feedback that contains your confidential information or personal data you are not permitted to disclose.
38. Notices and Electronic Communications
You consent to receive notices electronically, including in-product messages and email to the address associated with your account or your workspace administrator, and you agree that electronic records, acceptances, and signatures satisfy any requirement that a communication be in writing or signed, where permitted by applicable law. Notices to us must be sent to legal@tendo.app. You are responsible for keeping your contact details current, including where operational, security, billing, or legal notices must reach a specific person in your organisation.
39. Interpretation and Language
Headings are for convenience only. "Including" means including without limitation. References to a law include its amendments and successors. These Terms are drafted in English; any translation is provided for convenience and the English version prevails to the extent permitted by applicable law.
40. Miscellaneous
These Terms, together with any order form and our Privacy Policy, constitute the entire agreement between you and DukeQ regarding the Service and supersede all prior agreements and any conflicting terms in your purchase order or vendor documents. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. Nothing creates a partnership, agency, or employment relationship. We may identify you as a customer using your name and logo unless you tell us otherwise in writing.
41. Shopping Assistant
Where you enable the shopping assistant on a store, you remain the seller of record for every order it takes, and you are responsible for the accuracy of the catalogue, prices, stock, fees, and policies it reads from. The assistant produces probabilistic output. You must review your store configuration and keep a means for a shopper to complete or correct an order without it.
By enabling it you confirm that you may lawfully allow shoppers to converse with an automated assistant on your store and that the notices shown to shoppers, together with the DukeQ Privacy Policy, cover that processing. Conversations from your store may be used to measure and improve the assistant unless you switch that off in your store settings or the shopper refuses. Conversations reaching you through a merchant-owned messaging channel such as WhatsApp are processed for you alone and are not used to improve the shared assistant.
42. Contact
Questions about these Terms should be sent to legal@tendo.app.
25. Duke Shopping Assistant, Voice, and Learning
DukeQ stores may offer a shopping assistant that you can type or speak to. The assistant processes what you send so it can understand your request, search the store catalogue, compare products, update a basket, and help you complete an order. AI-generated responses can be incomplete or wrong, so you should review important product, price, quantity, delivery, and payment details before acting on them.
DukeQ keeps an operational record of assistant turns, including the words submitted, the languages detected, the actions the assistant took, and the outcome. Operational records may be retained for up to 90 days to provide the service, investigate problems, support orders, and resolve disputes.
For Duke web and Duke Chat conversations, conversation records may also be eligible for quality evaluation and for offline training of future Duke assistant versions when the applicable store setting and shopper privacy choice permit it. Duke does not learn from a turn in real time. Eligible evaluation or training records are retained for no more than 400 days. Turning off contribution stops future eligibility and marks previously collected samples as ineligible for learning so they can be deleted on the normal retention schedule.
Raw voice recordings are handled separately from conversation transcripts. Audio is processed to understand what you said, but DukeQ keeps the recording itself only where the separate voice-recording preference is enabled. Retained recordings are deleted after 30 days. A choice to contribute conversation text does not by itself authorize DukeQ to keep raw audio.
Conversations received through merchant-owned messaging channels such as WhatsApp are processed to provide the merchant's assistant service and are not eligible for the shared Duke evaluation or training pool. Staff recordings, synthetic examples, and specifically opted-in research data may be used to develop and evaluate Duke under separate controls.
The assistant may use third-party speech, language, hosting, or model providers to process requests and generate responses. Those providers process data on DukeQ's behalf to provide the requested service. DukeQ does not authorize those providers to use submitted store or shopper content to train publicly available foundation models.
Where store memory is enabled, Duke may remember preferences such as language, sizes, and prior interactions with that store so you do not have to repeat them. Conversation contribution, raw-audio retention, and store memory are separate privacy choices. More detail, including how to exercise applicable access, deletion, objection, or withdrawal rights, is provided in our Privacy Policy.