Terms & Conditions – PenCheck  

PLEASE READ THESE TERMS AND CONDITIONS (“Terms”) CAREFULLY BEFORE USING THE PENCHECK MOBILE APPLICATION, WATCH APPLICATION OR ANY RELATED WEB SERVICES (COLLECTIVELY, “Service”). BY ACCESSING OR USING THE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS, DO NOT USE THE SERVICE.

Terms and Conditions for OrderTrace
Last updated: Oct 10, 2025

1) Introduction and Acceptance
- OrderTrace is a software service provided by Northwood Limited (“Northwood,” “we,” “us,” or “our”) to help organizations manage orders, production, and logistics workflows.
- These Terms and Conditions (“Terms”) govern your access to and use of OrderTrace’s applications, websites, and related services (the “Services”).
- By creating an account, logging in, or using the Services, you agree to these Terms. If you are using the Services on behalf of a company, you represent that you have authority to bind that company to these Terms.

2) Accounts and Eligibility
- You must be at least 16 years old and legally capable of entering into contracts to use the Services.
- You agree to provide accurate account information and to keep your credentials secure. You are responsible for all activities conducted through your account(s).
- Company administrators can invite and manage users, configure permissions, and control access to company data. Northwood is not responsible for company-level access decisions.

3) Customer Data and Content
- “Customer Data” means data you or your users submit to the Services, including orders, line items, dispatches, shipments, documents (e.g., PDFs), and associated metadata.
- Ownership: You (or your company) retain all rights to Customer Data. Northwood does not claim ownership of Customer Data.
- License to Operate the Service: You grant Northwood a worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and back up Customer Data solely to provide, maintain, and improve the Services.
- Aggregated/Anonymized Data: We may generate and use aggregated or anonymized data that does not identify you to analyze usage and improve the Services.

4) Subscriptions, Fees, and Billing
- Access to some or all features may require a paid subscription. Fees, billing cycles, and payment terms are provided at purchase or in your order form.
- Taxes (e.g., VAT, sales tax) are your responsibility unless otherwise stated. All fees are non-refundable except where required by law or expressly stated.
- If you fail to pay fees when due, we may suspend or terminate access to the Services after reasonable notice.

5) Acceptable Use
- You will not: (a) misuse the Services, (b) attempt to gain unauthorized access, (c) reverse engineer, decompile, or copy the Services except as permitted by law, (d) upload malware, (e) infringe third-party rights, or (f) violate any applicable laws or regulations.
- You are responsible for ensuring your use of the Services complies with applicable law, including data protection and export controls.

6) Service Availability and Changes
- We strive to maintain reliable Services but do not guarantee uninterrupted or error-free operation.
- We may modify, suspend, or discontinue features or the Services (in whole or part) with reasonable notice for planned changes or immediately for urgent issues or legal/safety reasons.
- Beta or Preview features may be offered “as is,” may be unstable, and can be changed or removed at any time.

7) Security and Data Protection
- We implement administrative, technical, and physical safeguards designed to protect Customer Data, including encrypted transport and role/permission controls.
- You are responsible for configuring company roles, managing user access, and safeguarding credentials. No system can be 100% secure.

8) Third-Party Services
- The Services may integrate with third-party providers (e.g., authentication, database, storage, analytics). Your use of third-party services may be subject to their terms and privacy policies.
- Northwood is not responsible for third-party services not controlled by Northwood.

9) Confidentiality
- “Confidential Information” means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood as confidential.
- Each party will use the other’s Confidential Information only to fulfill these Terms and will protect it with reasonable care. Exclusions include information that is public, already known, independently developed, or lawfully disclosed by a third party.
- If required by law to disclose Confidential Information, a party will provide notice (if legally permitted).

10) Intellectual Property
- Northwood and its licensors own all rights, title, and interest in and to the Services, including software, designs, and documentation, excluding Customer Data.
- Feedback: If you provide feedback or suggestions, you grant Northwood a royalty-free, worldwide, transferable, sublicensable license to use it without restriction.

11) Term, Suspension, and Termination
- These Terms apply from the time you first use the Services and continue until terminated.
- We may suspend or terminate your access for material breaches (e.g., non-payment, misuse) after notice, or immediately where necessary to comply with law or protect the Services.
- You may stop using the Services at any time. If you have a paid subscription, termination and any refunds are governed by your order form or applicable law.
- Upon termination, your right to access the Services ends. We may retain Customer Data as required by law or for legitimate business purposes; data deletion requests will be honored consistent with our legal and technical obligations.

12) Warranties and Disclaimers
- The Services are provided “as is” and “as available.” To the extent permitted by law, Northwood disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
- Northwood does not warrant that the Services will meet your requirements, be uninterrupted, secure, or error-free.

13) Limitation of Liability
- To the maximum extent permitted by law, Northwood will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or business opportunities, even if advised of the possibility.
- To the maximum extent permitted by law, Northwood’s total liability for all claims in any 12-month period will not exceed the amounts paid by you to Northwood for the Services during that period, or one hundred (100) USD if no fees were paid.

14) Indemnification
- You will defend, indemnify, and hold harmless Northwood, its affiliates, and their officers, directors, and employees from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from your misuse of the Services, violation of these Terms, or infringement of any third-party rights.

15) Compliance and Export
- You will comply with all applicable laws and regulations, including sanctions, export control, and anti-corruption laws.
- You represent that you are not located in, under control of, or a national/resident of any country or person subject to embargo or sanctions.

16) Changes to These Terms
- We may update these Terms to reflect changes in our Services or legal requirements. We will post updated Terms with a new “Last updated” date and, where material changes are made, provide notice through the Services or via email. Continued use after updates constitutes acceptance.

17) Governing Law and Dispute Resolution
- These Terms are governed by the laws of [insert jurisdiction], without regard to conflict of law principles.
- Courts located in [insert venue] will have exclusive jurisdiction over disputes arising from or relating to these Terms or the Services. You and Northwood consent to personal jurisdiction in those courts.

18) Miscellaneous
- Entire Agreement: These Terms (and any applicable order form) constitute the entire agreement between you and Northwood regarding the Services and supersede prior agreements.
- Severability: If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue in effect.
- Waiver: Failure to enforce a provision is not a waiver.
- Assignment: You may not assign your rights or obligations under these Terms without Northwood’s prior written consent. Northwood may assign these Terms in connection with a merger, acquisition, or sale of assets.
- Notices: We may provide notices via email, in-app notifications, or by posting within the Services. You should keep your contact details current.

19) Contact
- Northwood Limited
- Email: [legal@northwood.com]

Note: Replace bracketed items (e.g., date, jurisdiction, venue, email) with final details approved by your counsel. If you’d like, I can create a TermsView and wire it to open from the “Terms & Conditions” menu item.