Terms of Service

Last updated: September 28, 2026

1. Acceptance of These Terms

These Terms of Service (the “Terms”) are a binding agreement between you and Muskoka Ventures Co. DBA Tervaux (“Tervaux”, “we”, “us”, or “our”). They govern your access to and use of:

• Our website at tervaux.com (the “Website”);
• The Tervaux application at app.tervaux.com, including the store dashboard, documents, and emails generated through it (together with the Website, the “Platform”);
• Any related services, content, and functionality (the “Services”).

By accessing or using the Platform, you accept and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not access or use the Platform. If you use the Platform on behalf of a business, you represent that you have authority to bind that business, and “you” refers to that business.

2. Changes to the Terms

We may revise and update these Terms from time to time at our sole discretion. All changes are effective when we post them and apply to all access to and use of the Platform thereafter. If we make material changes, we will make reasonable efforts to notify account owners by email or through the Platform. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes.

3. Our Platform

About Tervaux. Tervaux is back-office software for watch dealers. It helps stores manage inventory, sales, purchases, trades, consignment settlements, client records, sourcing requests, tasks, and reporting, and generates documents such as invoices, receipts, and consignment agreements. The Platform is hosted in secure cloud infrastructure.

Integrations and third-party services. The Platform relies on third-party services, including Stripe (subscription billing), Resend (email delivery, including sending from a store’s own domain), and third-party watch reference data and image processing providers. Your use of those services may be governed by their own terms, and we are not responsible for their availability, accuracy, or conduct. We do not guarantee that any integration will be uninterrupted or error-free.

Catalog data. Reference information offered by the Platform — such as model names, reference numbers, specifications, and stock images — is provided for convenience only. It may be incomplete or inaccurate, and it is not a representation about any particular watch. You are responsible for verifying the details of every piece you list, buy, or sell.

Your business relationships. Tervaux is a software tool. Your dealings with your clients, consignors, suppliers, and staff — including prices, authenticity and condition of goods, consignment fees, payouts, deposits, refunds, taxes, and payment of any amounts owed — are solely between you and them. Tervaux is not a party to those transactions, does not authenticate watches, does not process, hold, or transfer payments between you and your clients or consignors, and is not responsible for any store’s obligations to its clients or consignors.

Documents, calculations, and emails. Invoices, receipts, consignment agreements, tax amounts, fee calculations, balances, and reports produced by the Platform are based on the information you enter and the settings you choose. You are responsible for reviewing them and for ensuring they meet the legal, tax, and accounting requirements that apply to your business. Emails the Platform sends to your clients on your behalf are your communications; you are responsible for having the right to contact those recipients, and for any sending domain you connect being one you own or are authorized to use.

The Platform is provided “as is” and “as available”, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law.

4. Subscriptions, Fees, and Payment

Access to the Services is offered on a subscription basis. Unless otherwise agreed in writing:

• New stores may receive a free trial period. At the end of the trial, continued use requires an active paid subscription;
• Subscriptions consist of a base fee, which includes one user, plus a fee for each additional active user on your account. When you add or deactivate users, your subscription is adjusted and prorated charges or credits may apply;
• Subscription fees are billed in advance, monthly or annually, through our payment processor, Stripe, and automatically renew until cancelled;
• You are responsible for providing accurate billing information and for all applicable taxes;
• You may cancel at any time from your billing settings or by contacting us; cancellation takes effect at the end of the current billing period, and fees already paid are non-refundable except where required by law;
• We may suspend or limit access to the Services if your subscription becomes overdue or inactive;
• We may change our fees with reasonable advance notice; changes apply from your next billing period.

5. Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including all software, text, displays, images, video, audio, and the design, selection, and arrangement thereof) are owned by Tervaux, its licensors, or other providers of such material, and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as generally and ordinarily permitted through the Platform according to these Terms. The Tervaux name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Tervaux. You must not use such marks without our prior written permission.

Your data. As between you and Tervaux, you retain all rights to the business data you submit to the Platform (inventory, photos, client and consignor records, transactions, documents, and similar content). You grant us a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display that data as necessary to provide and improve the Services, and to use aggregated or de-identified data for analytics and benchmarking.

6. Geographic Restrictions

We operate the Platform from North America and make no claims that the Platform or any of its content is accessible or appropriate outside of it. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside North America, you do so on your own initiative and are responsible for compliance with local laws.

7. Use of the Platform

Access and accounts. To use the Services you must be at least 18 years old and provide information that is accurate, current, and complete. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorized access to or use of your account. Stores are responsible for the accounts they create for their staff, including assigning roles and deactivating users who should no longer have access. We have the right to disable any account or access credential at any time, at our sole discretion, including if in our opinion you have violated these Terms.

Prohibited uses. You may use the Platform only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Platform in any way that violates any applicable law or regulation, including in connection with the sale of counterfeit or stolen goods, money laundering, or trade with sanctioned persons or jurisdictions;
• Impersonate or attempt to impersonate Tervaux, a Tervaux employee, another user, or any other person or entity, including by connecting an email sending domain you are not authorized to use;
• Use the Platform to send unsolicited bulk or marketing email, or email that does not comply with applicable anti-spam laws;
• Use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including scraping or monitoring, without our prior written consent;
• Introduce any viruses, trojan horses, worms, or other material that is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which it is stored, or any server, computer, or database connected to it, including accessing data of another store;
• Attack the Platform via a denial-of-service attack or otherwise attempt to interfere with the proper working of the Platform;
• Reverse engineer, decompile, or otherwise attempt to derive the source code of the Platform, or resell, sublicense, or provide the Services to third parties as a service bureau without our written agreement.

User contributions. The Platform allows you to upload or submit content such as watch photos, descriptions, client records, identity and business documents, comments, and imported files (“User Contributions”). You represent that you own or control all rights in your User Contributions, that they are accurate, and that they comply with these Terms and applicable law — including that you have the right to use any photos you upload. You, and not Tervaux, are fully responsible for your User Contributions.

Client information. When you store personal information about your clients or consignors — including copies of identity documents, proof of address, or resale certificates — you are responsible for having a lawful basis and any required notices or consents to collect it, for keeping it accurate, and for retaining and deleting it in accordance with the laws that apply to you.

Content standards. User Contributions must not contain material that is defamatory, obscene, abusive, harassing, or hateful; that promotes violence, discrimination, or illegal activity; that exploits minors; that infringes any intellectual property or privacy right of another person; that discloses another person’s personal information without authorization; or that constitutes unauthorized advertising or spam. We may remove any User Contribution that violates these standards and may suspend or terminate accounts of repeat offenders.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event will Tervaux, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Platform, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to lost revenue, lost profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, even if foreseeable.

Our total liability to you for all claims arising out of or relating to these Terms or the Platform shall not exceed the greater of the fees you paid to Tervaux in the twelve (12) months preceding the event giving rise to the claim or five hundred dollars ($500).

The limitations above apply even if any limited remedy fails of its essential purpose, and do not affect any liability that cannot be excluded or limited under applicable law.

9. Indemnification

You agree to defend, indemnify, and hold harmless Tervaux, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform, including your User Contributions, the goods you buy, sell, or consign, your dealings with clients, consignors, or suppliers, the emails and documents sent on your behalf, or your use of any information obtained from the Platform.

10. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or related to them or the Platform shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods.

Any legal suit, action, or proceeding arising out of or related to these Terms or the Platform shall be instituted exclusively in the state or federal courts located in New York County, New York, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country or state of residence. You waive any objection to the exercise of jurisdiction over you by such courts and to venue in such courts. At our option, we may instead require that any dispute be finally resolved by binding arbitration administered by a recognized arbitration institution, conducted in English.

Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred. To the extent permitted by law, all disputes must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

11. Termination

You may stop using the Platform and cancel your subscription at any time. We may suspend or terminate your access to all or part of the Platform at any time, with or without notice, if you breach these Terms, if your subscription lapses, or if we discontinue the Services. Upon termination, your right to use the Platform ceases immediately. Provisions that by their nature should survive termination (including Sections 5, 8, 9, and 10) will survive. Before closing your account you can export your inventory, clients, and transactions as CSV files, and following termination you may request an export of your business data within a reasonable period. We will handle personal information as described in our Privacy Policy.

12. Waiver and Severability

No waiver by Tervaux of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Tervaux to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect. These Terms and our Privacy Policy constitute the sole and entire agreement between you and Tervaux regarding the Platform and supersede all prior and contemporaneous understandings and agreements.

13. Your Comments and Concerns

The Platform is operated by Muskoka Ventures Co. DBA Tervaux. All feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to [email protected].