Terms of Use for Faktura

1. About Faktura

Faktura is an invoicing software platform operated by Morgul Labs S.à r.l.-S, a private limited company simplified, registered in Luxembourg.

The Service is designed to help businesses, self-employed professionals, and accounting firms in Luxembourg create invoices, manage quotes, and meet their record-keeping obligations.

2. Who Can Use Faktura

The Service is intended for:

• Self-employed professionals and indépendants
• Luxembourg SMEs (SARL, SA, SARL-S, and similar legal forms)
• Fiduciaries, accountants, and other professional intermediaries acting on behalf of their own clients

You must:

• Be at least eighteen years old
• Have legal capacity to enter into a binding agreement under Luxembourg law
• Provide accurate registration and business information
• Use the Service for lawful business purposes

2.1 Professional use

By registering, you represent that you are acting for purposes relating to your trade, business, craft, or profession within the meaning of Article L. 010-1 of the Luxembourg Consumer Code, and that the Service is acquired and used in that professional capacity. If, notwithstanding this representation, you qualify as a consumer under mandatory law, the provisions of these Terms apply to you only to the extent permitted by the Luxembourg Consumer Code, and nothing in these Terms deprives you of rights you hold under mandatory consumer protection law.

3. Your Account

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activity that occurs under your account
• Keeping your business information current and accurate
• Notifying us promptly of any unauthorised access

We may suspend or terminate accounts in cases of:

• Material breach of these Terms
• Suspected fraud or abuse
• Compliance with a binding legal obligation

4. What Faktura Provides

The Service is a cloud-based platform that may include:

• Invoice and quote creation, delivery, and archiving
• VAT-compliant formatting for the Luxembourg context
• Customer and supplier records
• Basic financial reporting
• Document export

4.1 Nature of the Service

The Service is a software tool. It is not a substitute for professional legal, tax, or accounting advice, and Faktura does not provide such advice. Features described as supporting compliance with Luxembourg requirements (including VAT rates and mentions, sequential numbering, archiving, and export formats such as FAIA) are aids designed to facilitate your compliance. They do not constitute a guarantee that any document, calculation, or export produced by the Service satisfies the legal, tax, or accounting obligations applicable to your specific situation.

4.2 Your verification duty

You remain solely responsible for:

• The accuracy and completeness of all information you enter into the Service
• Reviewing and verifying each invoice, quote, credit note, export file, and report generated by the Service before issuing, sending, filing, or otherwise relying on it, including the applicable VAT treatment, rates, legal mentions, and amounts
• Your compliance with Luxembourg accounting, tax, and commercial laws, including your filing, declaration, retention, and reporting obligations to the AED and any other competent authority
• Obtaining advice from a qualified professional (such as a fiduciaire, accountant, or lawyer) where your situation requires it

The Service processes the data you provide. Output generated from inaccurate, incomplete, or misclassified input will itself be inaccurate, and Faktura bears no responsibility for such output.

5. Nature of Faktura's Obligations

All obligations of Faktura under these Terms are obligations of means (obligations de moyens). Faktura undertakes to provide the Service with the care, skill, and diligence reasonably expected of a professional software provider, but does not guarantee any specific result, including uninterrupted availability, absence of errors, or the conformity of generated documents with the obligations applicable to your specific situation. Nothing in this section limits liability that cannot be excluded or limited under mandatory Luxembourg law.

6. Subscriptions, cancellation, and refunds

Some features may require a paid subscription.

• Subscription fees are payable in advance, monthly or annually depending on the plan you select at signup.
• Prices are stated in euros and exclude VAT, which will be applied where required by Luxembourg law.
• Subscriptions renew automatically at the end of each billing period unless cancelled before the renewal date.
• You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.
• Except for our money-back guarantee and where mandatory law requires otherwise, we do not provide prorated refunds for unused time.
• We may change subscription prices with at least thirty days' notice to existing subscribers. Price changes take effect at the next renewal.

If a payment fails, we may limit or suspend access until the issue is resolved.

7. Your Data

Your business data belongs to you.

Faktura:

• Stores and processes data solely to provide and improve the Service
• Does not sell user data
• May use anonymised, aggregated data to maintain platform performance and develop new features

You remain responsible for maintaining the records required of you under Luxembourg accounting and tax law.

8. Data Protection (GDPR)

Faktura processes personal data in accordance with the EU General Data Protection Regulation (Regulation 2016/679) and the Luxembourg Data Protection Act of 1 August 2018, under the supervision of the CNPD.

• For account holder data, Faktura acts as the data controller within the meaning of Article 4(7) GDPR.
• For personal data you enter about your own customers, you act as the data controller and Faktura acts as a data processor under your instructions, in accordance with Article 28 GDPR.

The terms of this processor relationship are governed by our Data Processing Agreement (DPA), available on request at support@faktura.lu and forming part of these Terms once executed.

For details of how personal data is collected and processed, see our Privacy Policy.

9. Availability

We aim to provide reliable access to the Service. However:

• The Service may be temporarily interrupted for maintenance, updates, or security work.
• We do not guarantee uninterrupted, error-free, or fully secure availability.
• We are not liable for outages caused by upstream hosting providers, third-party services, or events outside our reasonable control. See Section 15 (Force Majeure).

Exports and copies

The Service allows you to export your data at any time (see Section 17). You are encouraged to make periodic exports of documents you rely on operationally. This does not affect Faktura's archiving obligations for documents subject to legal retention.

10. Acceptable Use

You may not:

• Use the Service for unlawful purposes or to issue documents misrepresenting transactions that did not occur
• Attempt to access, modify, or interfere with other users' accounts or data
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the platform, except to the extent permitted by mandatory law
• Resell, sublicense, or provide the Service to third parties without our prior written consent
• Upload malicious code or content that infringes the rights of others

We may suspend accounts for misuse in accordance with Section 3.

11. Third-Party Services

The Service may integrate with external providers, including hosting infrastructure, transactional email, payment processing, banking interfaces, and accounting tools. We are not responsible for the policies, availability, or content of third-party services. Where we engage sub-processors that handle personal data on your behalf, the conditions of Article 28 GDPR apply, and the relevant terms are set out in our DPA.

12. Intellectual Property

The Service, including its software, design, branding, documentation, and underlying technology, is owned by Morgul Labs S.à r.l.-S and protected by Luxembourg and international intellectual property law. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for the purposes described. No other rights are granted by implication.

The data you enter into the Service remains yours. You grant Faktura the rights necessary to host, process, and display that data for the sole purpose of providing the Service.

13. Limitation of Liability

13.1 Exclusions

To the maximum extent permitted by Luxembourg law, Faktura is not liable for:

• Indirect, incidental, special, or consequential damages, including lost profits, lost revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or business interruption
• Loss, corruption, or inaccuracy of data to the extent caused by your input, your configuration choices, or your failure to comply with the verification duty in Section 4.2
• Taxes, penalties, surcharges, interest, or fines imposed on you by any authority, except to the extent they are the direct and foreseeable consequence of a fault attributable to Faktura and are not attributable to your own breach of the verification duty in Section 4.2
• Damages arising from third-party services as described in Section 11, or from events of force majeure as described in Section 15
• Damages arising from features marked as beta or preview, as described in Section 24, or from any free (non-paid) use of the Service, in which case Faktura's aggregate liability is limited to one hundred euros (€100).

13.2 Cap

Faktura's aggregate liability for all claims arising under or in connection with these Terms, whatever the legal basis, is limited to the greater of (a) the total amount paid by you for the Service in the twelve months preceding the event giving rise to the first claim, and (b) five hundred euros (€500).

13.3 Mitigation and contribution

You must take reasonable steps to mitigate any loss. Faktura's liability is reduced to the extent the loss was caused or aggravated by your acts or omissions, including breach of the verification duty in Section 4.2 or use of the Service in breach of these Terms.

13.4 Mandatory law

Nothing in these Terms excludes or limits liability for Faktura's intentional misconduct (dol) or gross negligence (faute lourde), for death or personal injury caused by its fault, or any other liability that cannot be excluded or limited under mandatory Luxembourg law. If you qualify as a consumer under mandatory law, this Section 13 applies only to the extent permitted by the Luxembourg Consumer Code.

14. Claims Procedure

You must notify Faktura in writing at support@faktura.lu of any claim under these Terms, with a description of the alleged fault and loss, within ninety (90) days of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to the claim. Absent timely notice, Faktura's liability for that claim is reduced to the extent the delay prejudiced its ability to investigate, remedy, or mitigate. Any claim under these Terms must be brought within one (1) year of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, without prejudice to shorter or longer periods imposed by mandatory law.

15. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, civil unrest, strikes, governmental action, telecommunications or hosting outages, or pandemic-related restrictions, provided the affected party gives prompt notice and takes reasonable steps to mitigate the impact.

16. Indemnification

You agree to indemnify and hold harmless Faktura, its directors, employees, and agents from claims, damages, and reasonable legal expenses arising from your use of the Service in breach of these Terms or in violation of applicable law, or from third-party claims relating to content you upload or transmit through the Service.

17. Termination

You may stop using the Service at any time by closing your account.

We may suspend or terminate access where:

• You materially breach these Terms
• We reasonably suspect fraud or abusive use
• We are required to do so by law

After termination, you may export your data within ninety days, in formats including CSV, PDF (for individual invoices), and XML SAF-T / FAIA (for AED-compatible audit files). After this period, account data not subject to the ten-year accounting retention may be permanently deleted. Invoice and accounting data subject to legal retention will be preserved in archive form, accessible on request, until the end of the retention period.

18. Changes to These Terms

We may update these Terms from time to time. Where changes are material, we will notify users by email and through the platform at least thirty days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of Luxembourg, without regard to conflict-of-laws rules. Any dispute arising out of or in connection with these Terms falls under the exclusive jurisdiction of the courts of Luxembourg City, subject to mandatory rules protecting consumers in their country of residence.

21. Language

These Terms are made available in English, French, German, Portuguese, and Luxembourgish. In the event of any discrepancy or inconsistency between language versions, the French version shall prevail.

22. Severability and Entire Agreement

If any provision of these Terms is held invalid or unenforceable by a competent court, the remaining provisions shall remain in full force and effect, and the invalid provision shall be interpreted in a manner that gives effect, to the extent possible, to the original intent of the parties.

These Terms, together with our Privacy Policy and Data Processing Agreement (where applicable), constitute the entire agreement between you and Morgul Labs S.à r.l.-S regarding the Service and supersede any prior agreements.

23. Assignment

You may not assign or transfer your rights under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law, provided the assignee assumes our obligations.

24. Beta Features

The Service may include features marked as "beta" or "preview". Such features are provided "as is" and without warranty of stability, fitness for a particular purpose, or continued availability. We may modify or discontinue beta features at any time without notice.

25. Trademark Notice