Terms of Service

1. Scope, Acceptance, and Commercial B2B Character

These Terms of Service ("Terms", "Agreement") constitute a legally binding contract between Mars AI Technology Solutions Limited ("Grosa", "we", "us", or "our"), trading as Grosa / Grosa.io (Company No: 14863498, registered in England and Wales; Registered Office: 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, UK), and the business enterprise, company, sole trader, partnership, or legal entity ("Merchant", "Subscriber", or "you") subscribing to or utilizing the Grosa.io software-as-a-service (SaaS) platform, point-of-sale (POS) edge applications, hardware integrations, and cloud services.

1.1 Strict Business-to-Business (B2B) Application

The Grosa platform is engineered and licensed exclusively for commercial, retail, and professional business purposes. It is not designed or marketed for personal, household, or consumer use. By creating an account or subscribing to our services, you expressly warrant and represent that you are acting solely in the course of your trade, business, craft, or profession. Consequently, statutory European consumer protection regulations, including statutory consumer withdrawal and cancellation rights under Directive 2011/83/EU, do not apply to this Agreement.

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2. Account Provisioning, Tenant Branches, and Security

2.1 User Accounts and Multi-Tenant Isolation

Access to Grosa requires the creation of a master tenant account. You agree to provide true, accurate, and complete registration details, including your legal business name, national commercial registry identifier (e.g., KvK, Handelsregister, SIREN), and official business premises address.

2.2 Terminal Seats and Branch Quotas

Your subscription plan specifies authorized branch locations, active point-of-sale registers, and concurrent staff seats. Operating POS terminals in excess of provisioned quotas without prior plan upgrade is prohibited.

2.3 Credential Confidentiality and PIN Governance

• The Merchant is solely responsible for maintaining the confidentiality of administrative credentials, API authentication keys, and staff PIN codes.
• Cashier and operator PINs must be assigned to individual personnel. Group sharing of master supervisor PINs is strictly prohibited for security audit integrity.
• Grosa cannot be held liable for losses resulting from compromised merchant passwords or unauthorized physical access to logged-in POS terminals.

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3. Hardware Requirements, Certified Scales, and Offline Mesh Sync

3.1 Hardware Compatibility

The Grosa POS application is designed to operate on certified Android, Linux, and Apple iOS terminals meeting minimum system specifications published in our official hardware documentation. The Merchant is responsible for acquiring compatible thermal receipt printers, customer-facing displays, and 2D barcode scanners.

3.2 Certified Trade Scales and Metrological Compliance

Where the Merchant utilizes integrated electronic scales for trade by weight (e.g., in supermarkets, butcher shops, bakeries, or greengrocers), the Merchant acknowledges and warrants that:

• All connected scales must comply with European Standard EN 45501 (Non-automatic weighing instruments - NAWI), Directive 2014/31/EU, or Directive 2014/32/EU (MID).
• The Merchant is legally responsible for maintaining valid verification seals (Eichsiegel, kalibratiesticker, vignette de vérification périodique) issued by competent national weights and measures authorities.
• The Grosa software interfaces with certified scale protocols to receive tamper-proof net weights. The Merchant must ensure periodic physical recalibration as required by local law.

3.3 Offline-First Operation and Data Synchronization

• The Grosa edge terminal architecture employs local SQLite transactional databases capable of uninterrupted checkout operations during local network or broadband internet outages.
• Transactions executed offline are held in cryptographically signed local queues and automatically synchronized to the Grosa cloud core upon network restoration.
• The Merchant agrees to reconnect edge terminals to the internet at least once every 48 hours to ensure cryptographic fiscal token exchange and cloud backup integrity.

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4. European Fiscal Compliance and National Legal Modules

Grosa provides specialized jurisdiction modules to assist European retail merchants in complying with statutory cash register and anti-fraud tax legislation:

4.1 Germany (KassenSichV & GoBD)

• For merchants operating in the Federal Republic of Germany, Grosa supports integration with certified Technical Security Elements (TSE — Technische Sicherheitseinrichtung) in compliance with § 146a Abgabenordnung (AO) and the Kassensicherungsverordnung (KassenSichV).
• The system generates standardized DSFinV-K audit exports and complies with statutory receipt issuance obligations (Belegausgabepflicht).

4.2 France (NF525 & Article 286 CGI)

• For merchants operating in the French Republic, Grosa implements the technical requirements of Article 286, I-3° bis of the Code Général des Impôts, ensuring data inalterability, security, retention, and cryptographic archiving (inaltérabilité, sécurisation, conservation et archivage).

4.3 Netherlands (Keurmerk Betrouwbare Afrekensystemen)

• In the Netherlands, Grosa operates in alignment with the standards of the Keurmerk Betrouwbare Afrekensystemen and enables structured audit file exports for the Dutch Tax Authority (Belastingdienst).

4.4 Austria (RKSV) & Belgium (GKS)

• Grosa supports cryptographic transaction signing via smart card or cloud HSM in compliance with the Austrian Registrierkassensicherheitsverordnung (RKSV) and Belgian fiscal data module specifications.

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5. Subscription Fees, Invoicing, and Taxes

5.1 Pricing and Billing Schedules

Subscription fees are billed in advance on either a monthly or annual commitment cycle, as selected during onboarding.

5.2 Payment Methods

Invoices are processed automatically through our certified European payment partners, Mollie B.V. and Stripe Payments Europe Ltd., via SEPA Direct Debit, iDEAL, Bancontact, Giropay, or major commercial credit cards.

5.3 Net Prices and VAT Reverse Charge

• All prices quoted on our website and in billing dashboards are strictly net of Value Added Tax (VAT).
• For business customers situated within the European Union outside the United Kingdom, services are supplied under the VAT Reverse Charge mechanism (Article 44 and Article 196 of EU VAT Directive 2006/112/EC), provided a valid VIES VAT registration number is submitted.
• UK-domiciled subscribers are subject to standard UK VAT.

5.4 Late Payments and Default

• If an automated payment fails, a 14-calendar-day grace period is granted during which automatic retries are attempted.
• Invoices remaining unsettled after 14 days will accrue statutory commercial late interest pursuant to European Directive 2011/7/EU on combating late payment in commercial transactions.
• Accounts with invoices unpaid for more than 30 days are subject to suspension.

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6. Service Level Agreement (SLA) and System Availability

6.1 Target Uptime

Grosa aims to deliver 99.9% availability for its cloud backend services, calculated on a calendar-monthly basis, excluding scheduled maintenance.

6.2 Scheduled Maintenance

Scheduled system updates and infrastructure maintenance are conducted during off-peak commercial hours (typically 02:00 to 05:00 CET). Grosa will provide at least 48 hours advance notice via email or admin portal banners for maintenance windows exceeding 15 minutes.

6.3 Local Checkout Resilience

Because Grosa edge terminals are architected with offline-first mesh resilience, local retail scanning, receipt printing, and cash transactions continue unimpeded during cloud maintenance or broadband downtime.

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7. Intellectual Property and Merchant Data Sovereignty

7.1 Grosa Intellectual Property

Mars AI Technology Solutions Limited retains all rights, title, and interest, including all patent, copyright, trademark, trade secret, and other intellectual property rights, in and to the Grosa platform, underlying source code, user interfaces, documentation, and logos. The Merchant is granted a non-exclusive, non-transferable, revocable license to access and use the platform strictly in accordance with these Terms.

7.2 Merchant Data Ownership and Sovereignty

• The Merchant retains 100% full ownership of all business data, retail catalogs, barcode inventories, customer profiles, and transaction records uploaded or generated within their account.
• Grosa acquires no ownership rights in merchant data. Grosa is granted only the limited right to host, transmit, and process such data solely to deliver the contracted SaaS services and fulfill statutory fiscal obligations.

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8. Limitation of Liability

8.1 Liability Cap

To the maximum extent permitted by applicable law, the total cumulative liability of Grosa, its directors, officers, employees, and licensors arising out of or relating to this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be strictly capped at the total subscription fees actually paid by the Merchant to Grosa in the twelve (12) calendar months preceding the incident giving rise to the claim.

8.2 Exclusion of Consequential Damages

Under no circumstances shall Grosa be liable for:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of commercial profits, revenue, anticipated savings, goodwill, or retail business opportunities;
• Third-party downtime resulting from external internet service provider outages, telecommunication failures, or certified payment terminal acquirer blackouts.

8.3 Exclusions from Limitation

Nothing in these Terms excludes or limits liability for death or personal injury caused by gross negligence, willful misconduct, fraudulent misrepresentation, or any liability that cannot be legally excluded under Dutch commercial law.

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9. Term, Suspension, and Termination

9.1 Duration and Renewal

• Monthly Subscriptions: Commence on the activation date and renew automatically on a month-to-month basis unless cancelled prior to the next billing cycle.
• Annual Subscriptions: Commit the Merchant for a twelve (12) month term and renew automatically for successive one-year periods unless written notice of non-renewal is provided at least 30 calendar days prior to expiry. Early termination of annual plans is non-refundable.

9.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party:

• Commits a material breach of this Agreement that remains uncured after 14 calendar days of written notice;
• Enters into bankruptcy, liquidation, or insolvency proceedings.

9.3 Post-Termination Data Retention and Export

Upon termination or expiry of an account, Grosa will maintain the Merchant's database in read-only export format for 90 calendar days. During this window, the Merchant may export complete inventory, customer, and transactional ledger records via standard CSV / JSON tools. Following the expiration of the 90-day window, all merchant tenant data is permanently and cryptographically erased from active cloud clusters, subject only to statutory tax retention requirements.

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10. Governing Law, Jurisdiction, and Dispute Resolution

10.1 Applicable Law

This Agreement, and any disputes, claims, or non-contractual obligations arising out of or in connection with it, shall be governed by and construed exclusively in accordance with the substantive laws of the Netherlands, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

10.2 Exclusive Jurisdiction

The parties irrevocably agree that the District Court of Amsterdam (Rechtbank Amsterdam), Netherlands, shall have exclusive jurisdiction to settle any dispute, controversy, or claim arising out of or relating to this Agreement or its breach, termination, or invalidity.

10.3 Exemption from Consumer Alternative Dispute Resolution

Pursuant to § 36 of the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz - VSBG) and equivalent European consumer ADR directives, Grosa explicitly declares that it enters strictly into business-to-business contracts and does not participate in consumer dispute resolution procedures before consumer arbitration boards.

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11. Final Provisions and Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the commercial intent and purpose of the original provision.