Terms and Conditions

1. Who we are and scope

1.1. MorDitor is a service of MORDELABS CORP, LDA, a Portuguese company with tax number (NIF) 518346897, registered office at Av. Visconde de Barreiros, 358, 4.º Dto. Frente, 4470-139 Maia, Portugal ("MORDELABS", "we"). Contact: support@morditor.com.

1.2. These Terms apply to the web portal (app.morditor.com), the mobile app, the agent installed on machines, the application programming interfaces (API) and any other component of MorDitor (together, the "Service").

1.3. The contract between MORDELABS and the Customer consists of these Terms, the Data Processing Agreement (an integral part of them) and the orders placed in the portal. The Privacy Policy and the Cookie Policy are informational documents. In case of conflict on data protection matters the Data Processing Agreement prevails; on all other matters these Terms prevail. The Customer's own general terms do not apply.

2. Definitions

• "Customer" — the company that creates the MorDitor account (usually an IT service company).
• "User" — a member of the Customer's team with access to the portal or the app (Owner, Administrator or Technician).
• "End Customer" — a customer of the Customer on whose machines the agent is installed.
• "End User" — a person who uses a monitored machine (for example, an employee of the End Customer).
• "Agent" — the MorDitor program installed on Windows and Linux computers and servers.
• "Machine" — a computer or server on which the Agent is installed and enrolled.
• "Licence" — the right to monitor one Machine for a period (workstation or server).
• "Customer Data" — data sent to the Service by the Agent, the Users or the End Users (telemetry, inventory, alerts, support tickets, notes).
• "Beta" — the launch phase of the Service described in section 7.

3. Business customers only

3.1. The Service is intended exclusively for businesses and professionals, for the purposes of their trade or profession. It is not offered to consumers, so consumer protection law (including the right to withdraw from distance contracts) does not apply.

3.2. The person creating the account declares that they are authorised to bind the Customer to these Terms.

4. Sign-up, approval and account

4.1. The Customer signs up in the portal with true, complete and up-to-date information (legal name, tax or VAT number, billing address and account owner) and keeps it up to date in Settings.

4.2. Every sign-up is reviewed by MORDELABS. The contract is concluded when MORDELABS approves the account, which is notified by e-mail. MORDELABS may refuse a sign-up, in particular if the information is incomplete or inconsistent, or if there are signs of abuse. The data of a refused sign-up is deleted 30 days later.

4.3. The Customer is responsible for the Users it invites, for the roles and groups it assigns to them and for everything done with their credentials. Credentials are personal and confidential. We recommend two-factor authentication for the whole team. The Customer must notify MORDELABS immediately of any unauthorised access.

5. The Service

5.1. MorDitor lets the Customer monitor and support its End Customers' machines: status and performance, disks, updates, security, installed software, alerts, support tickets, reports, limited remote actions (processes, services, restart and shutdown) and a mobile app, as described on the website and in the user manual.

5.2. MORDELABS may improve, change or replace features. During the term of a paid Licence it does not substantially reduce the core features without at least 30 days' prior notice.

5.3. Third-party tools (for example, remote access programs) are not part of the Service and are governed by their providers' terms.

6. Trial

6.1. There is no permanent free plan. When MORDELABS approves the account, the Customer receives, once, trial licences for 10 machines (workstations or servers), valid for 15 days from approval, free of charge.

6.2. At the end of the trial, machines without a paid Licence are blocked as described in section 8.6. MORDELABS may, at its discretion, grant additional trial licences.

7. Beta

7.1. Until the commercial launch date announced by MORDELABS, the Service is in Beta. During the Beta, use is free of charge, within the licences granted by MORDELABS.

7.2. During the Beta, the Service is provided "as is" and "as available", without any guarantee of availability, service level, absence of errors or data retention. Features may be changed, suspended or withdrawn. The Customer must not rely on the Service in Beta as the sole means of monitoring critical systems.

7.3. The Beta runs on the production platform: when the Beta ends, the account, machines, agents and data are kept, with nothing to reinstall.

7.4. MORDELABS notifies the Customer, by e-mail to the Owners and in the portal, at least 5 days in advance, of the date from which use becomes paid. From that date, machines automatically move onto the paid Licences the Customer has bought; those left without a paid Licence are blocked like an expired Licence (section 8.6) and can be renewed or removed at any time.

7.5. Feedback and suggestions sent during the Beta may be used freely by MORDELABS to improve the Service, without any consideration.

8. Licences

8.1. Licences are per Machine and per term: workstation or server, for 1 year or 3 years. Linux machines and Windows servers use server Licences.

8.2. A Licence is valid for 365 days for each year purchased, counted from the confirmation of payment.

8.3. A Licence is bound to the group (End Customer) in which it is first used and cannot move to another group. Removing a machine frees the Licence within that group, for another machine of the same group.

8.4. Licences can be renewed from 60 days before until 30 days after the end of the term. A renewal extends the same Licences, on the same machines: the new term starts at the end of the previous one or, if it has already ended, on the date of payment.

8.5. The portal warns when Licences are about to end, but renewing them in time is the Customer's responsibility.

8.6. A Machine without a valid Licence is blocked: in the portal and the app it can only be renewed or removed, its monitoring data is no longer shown or updated and real-time actions are unavailable. Support tickets remain accessible.

9. Prices

9.1. Prices are those of the price list published on the website at the date of the order, in euros, per Machine and per year, excluding VAT:

9.2. The workstation tier is set by the Customer's total active paid Licences (workstations and servers) after the purchase. 3-year Licences have a 10 % discount and are paid upfront. Add-on modules are priced separately, as indicated when they become available.

9.3. MORDELABS may change the price list with at least 30 days' notice. Changes do not affect Licences already paid; renewals and new purchases follow the prices in force on the order date.

10. Orders, payment and invoicing

10.1. Licences are bought or renewed in the portal and paid in advance. There are no subscriptions and no automatic renewals.

10.2. Payment is made through Stripe, by card, MB WAY, SEPA Direct Debit or SEPA bank transfer, or by another method indicated by MORDELABS. MORDELABS never receives or stores card details. Licences are created once the payment is confirmed.

10.3. Invoice-receipts and credit notes are issued electronically with invoicing software certified by the Portuguese Tax Authority (Vendus) and are available in the portal. The Customer accepts electronic invoicing.

10.4. VAT: Customers established in Portugal are charged the applicable rate (23 % on the mainland, 22 % in Madeira and 16 % in the Azores). Customers established in another EU Member State with a VAT number valid in VIES are invoiced under the reverse charge (VAT is due by the Customer). Customers established outside the European Union are not charged Portuguese VAT. If the VAT number of an EU Customer is not validated in VIES, Portuguese VAT is charged. The Customer is responsible for keeping its tax details correct.

10.5. An unjustified payment dispute (chargeback) entitles MORDELABS to revoke the corresponding Licences and suspend the account. Overdue amounts bear late-payment interest at the statutory rate for commercial transactions.

11. No refunds; credit notes

11.1. Payments are non-refundable, including for unused Licences, removed machines, unused periods or the Customer closing the account.

11.2. Exceptionally, and at its sole discretion, MORDELABS may cancel Licences and issue the corresponding credit note (as a rule, pro rata to the unused period). Cancelled Licences no longer serve any machine, and the machines that used them are blocked as described in section 8.6. The credit note amount is refunded or offset as MORDELABS indicates.

11.3. This is without prejudice to cases where the law requires a refund and to sections 19.3 and 24.3.

12. Customer obligations and acceptable use

12.1. The Customer warrants that:

• it has its End Customers' authorisation to install the Agent on their machines and to perform the available remote actions;
• End Users are informed, by the Customer or the End Customer, that the machines are monitored with MorDitor, of the data collected and of the purposes (the "End user guide" chapter of the manual may be handed out for this purpose);
• it processes the data on a lawful basis and in compliance with applicable law, including the GDPR and labour rules on remote surveillance (articles 20 to 22 of the Portuguese Labour Code, or the equivalent rules where it operates);
• it agrees the rules for remote interventions with its End Customers, since the End User is not warned of them (except for a restart countdown).

12.2. It is forbidden to:

• use the Service to monitor people unlawfully, in particular to control employees' work performance outside the cases allowed by law, or install the Agent without the knowledge and authorisation of the machine's owner;
• put special categories of data (for example, health data) into the Service in support tickets, notes or machine names, unless strictly necessary and lawful;
• circumvent licensing, Agent tamper protection or security measures, reverse engineer the Agent or the Service except where permitted by law, or perform load or penetration tests without written authorisation;
• use the Service to distribute malicious software, for unlawful activities or to harm third parties;
• resell or make the portal available to third parties as a product of its own without MORDELABS' written agreement (providing IT services to End Customers with MorDitor is, of course, allowed).

12.3. The Customer keeps the Agent installation codes and protection codes confidential and is responsible for the security of the machines it manages.

13. Data protection

13.1. For Customer Data (machine data, End User data and support tickets), the Customer is the controller and MORDELABS is the processor, under the Data Processing Agreement, which is part of these Terms.

13.2. For the Customer's and Users' account and billing data, MORDELABS is the controller, as described in the Privacy Policy.

13.3. Data is hosted in the European Union. The Customer can export its data in the portal at any time (Settings › Privacy and data).

14. Availability and support

14.1. MORDELABS uses reasonable efforts to keep the Service available but does not guarantee a service level (SLA) unless agreed otherwise in writing. Interruptions for maintenance may occur, preferably outside business hours and, when planned, with prior notice.

14.2. The Service is a support tool: it does not guarantee that every failure, threat or incident is detected, and alerts and notifications depend on third-party networks and services (e-mail, push notifications). The Customer must keep its own backups of the systems it manages.

14.3. Support is provided by e-mail (support@morditor.com), in Portuguese or English, on Portuguese business days.

15. The Agent

15.1. MORDELABS grants the Customer, for the duration of the contract, a non-exclusive, non-transferable licence to install and use the Agent on the machines it manages, solely to use the Service.

15.2. The Agent updates itself automatically with versions digitally signed by MORDELABS. It only uninstalls itself on a signed order (when the machine is removed in the portal or the account is closed) or with the machine's protection code.

15.3. Remote actions are only performed on the instruction of a User with the required permissions and are recorded in the activity log.

16. Intellectual property

16.1. The Service, the Agent, the MorDitor brand and all MORDELABS content are owned by MORDELABS or its licensors. These Terms do not transfer to the Customer any rights other than those expressly granted.

16.2. The Customer keeps all rights to Customer Data and authorises MORDELABS to process it only as needed to provide the Service. MORDELABS may use aggregated technical metrics about the operation of the platform that do not identify the Customer or any person.

17. Confidentiality

Each party keeps confidential the other party's non-public information to which it has access under the contract and only uses it to perform the contract. This obligation lasts for 5 years after the contract ends and does not cover information that is public, was already lawfully known or must be disclosed by law or by a competent authority.

18. Suspension

18.1. MORDELABS may suspend access to the Service, in whole or in part, if: (a) the Customer breaches section 12 or abuses the Service; (b) there is non-payment or an unjustified payment dispute; (c) there is a risk to the security of the Service, other customers or third parties; or (d) it is required by law or by a competent authority.

18.2. Whenever possible, MORDELABS notifies the Customer in advance and gives it a reasonable time to remedy the situation; in urgent cases suspension may be immediate, with notice as soon as possible. Suspension is lifted when its cause ceases.

19. Term and termination

19.1. The contract runs for an indefinite period, while the account exists.

19.2. The Customer can close the account at any time in the portal (Settings › Privacy and data). The account keeps working for 30 days, during which the closure can be cancelled and the data exported; afterwards the data is deleted and every machine receives the signed order to remove the Agent.

19.3. MORDELABS may terminate the contract: (a) with 60 days' notice, in which case it issues a credit note pro rata to the unused period of the paid Licences; or (b) with immediate effect, if the Customer seriously breaches these Terms and does not remedy the breach within 15 days of being notified (or immediately, if the breach cannot be remedied), or if the Customer becomes insolvent.

19.4. On termination, data is handled as described in section 19.2 and in the Data Processing Agreement. Billing records are kept for the legal period (10 years). Sections that by their nature should survive remain in force (in particular 11, 16, 17, 21, 22 and 27).

20. Warranties

MORDELABS provides the Service with due professional care. Except as expressly stated in these Terms, and to the extent permitted by law, no other warranties are given, express or implied, in particular of fitness for a particular purpose or of uninterrupted or error-free operation.

21. Limitation of liability

21.1. MORDELABS is not liable for loss of profits, business, revenue or goodwill, indirect or consequential damages, or for loss of data that could have been avoided with adequate backups by the Customer.

21.2. The Service is provided "as is" and "as available". To the maximum extent permitted by law, MORDELABS gives no warranties of any kind, express or implied, including of availability, freedom from errors or fitness for a particular purpose, and excludes its liability for any damage arising from the use of, or the inability to use, the Service.

21.3. These limitations do not apply to damage caused by wilful misconduct or gross negligence, to damage to life, physical integrity or health, or to any other case in which the law does not permit liability to be limited.

22. Customer liability towards third parties

The Customer indemnifies MORDELABS against claims by End Customers, End Users or authorities resulting from the Customer's breach of section 12 or of data protection law in its role as controller, including reasonable defence costs, provided that MORDELABS informs it promptly and cooperates in the defence.

23. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control, such as natural disasters, widespread power or telecommunications failures, hosting provider failures, large-scale cyber attacks, acts of authority or armed conflict, for as long as such events last.

24. Changes to these Terms

24.1. MORDELABS may change these Terms and the Data Processing Agreement. Each version is identified by its date and published on the website.

24.2. Material changes are notified by e-mail to the Owners and in the portal at least 30 days in advance, unless required by law or for security reasons, in which case they may take effect sooner. Continued use after the effective date constitutes acceptance.

24.3. If the Customer does not agree with a change, it may stop using the Service and close its account before the change takes effect. Closing the account gives no right to a refund or credit note.

25. Notices

Notices to the Customer are sent to the e-mail addresses of the account Owners and shown in the portal. Notices to MORDELABS are sent to support@morditor.com or to its registered office. E-mail notices are deemed received on the business day after they are sent.

26. General

• If any clause is invalid, the others remain in force and the invalid clause is replaced by the valid solution closest to the parties' intention.
• A party's tolerance of a breach does not waive its rights.
• The Customer may not assign the contract without MORDELABS' consent. MORDELABS may assign it to a company of its group or to a successor in the operation of the Service, informing the Customer.
• The parties are independent; the contract does not create any partnership, agency or employment relationship.
• These Terms are available in Portuguese and English; in case of discrepancy the Portuguese version prevails.

27. Governing law and jurisdiction

27.1. These Terms are governed by Portuguese law.

27.2. The parties will try to settle any dispute amicably for 30 days. Failing agreement, the courts of the district (comarca) of Porto, Portugal, have exclusive jurisdiction, with express waiver of any other.