ERP1. Parties, scope and acceptance
These terms govern business use of Spona websites and ERP services. Businesses worldwide may register for the ERP, subject to these terms and applicable law. Registration does not guarantee financing availability or support for every country’s accounting, payroll or tax requirements. The ERP provider is Top Digital Agency Limited, company number 642562, VAT ID IE3613706OH, 6B Raven Terrace, Galway, H91 H24H, Ireland. Top Digital d.o.o., MBS 081170998, OIB 72317551155, VAT ID HR72317551155, Vladimira Nazora 23, 49210 Zabok, Croatia, administers the optional financing service. Together they are referred to as Spona where the context permits; each is responsible for the services it provides. You must be at least 18, have legal capacity and be authorised to bind the business you represent. By registering or accepting these terms you agree for yourself and that business. A separately signed agreement prevails for its subject matter; the Data Processing Agreement governs processing on your instructions, and the transaction agreement governs financing. Merely using a calculator or viewing these pages does not enter you into a financing agreement.
2. Free ERP and separately agreed services
The available Work, People, Salaries, Purchasing, Sales and Accounting modules and their Power add-ons have no licence or per-user fee. You choose the modules and permissions that fit your business. Separately agreed implementation, maintenance, consulting and custom or white-label work may carry fees. Agreed API integration development is free; feasibility, scope, timing, third-party costs and maintenance are agreed before work starts. Financing is optional and carries the single disclosed transaction fee described below. There is no additional undisclosed platform administration fee. Features marked coming soon are not available features or delivery commitments. Any future material change to the free offer or charges is prospective, notified reasonably in advance and does not alter an already agreed transaction.
3. Accounts and lawful use
The customer controls user invitations, permissions, accurate records and lawful instructions. Protect credentials, remove departing users and report suspected compromise promptly. Do not upload unlawful content, malware or data you lack authority to process; bypass access controls, interfere with other tenants or use the service for fraud. Security testing requires written agreement on scope. The customer must give appropriate employee and counterparty notices and establish a legal basis for their data; accepting these terms cannot waive those individuals’ rights.
4. Ownership and processing licence
The customer retains its rights in uploaded content. It grants the operator a non-exclusive right to host, reproduce, organise, transmit and otherwise process that content only to deliver the contracted services, follow documented instructions, secure the service and meet applicable law. Approved providers may exercise those rights only within their contracted tasks. The operator retains rights in its software, designs and documentation. Feedback may be used without payment provided it does not disclose customer confidential information or personal data. No general ownership transfer of customer datasets occurs.
5. Permitted aggregate datasets
Subject to an approved lawful processing arrangement, the operator may develop and commercially use statistics that cannot reasonably identify a person or customer, reveal customer trade secrets, or permit singling out, linkage or reconstruction. Permitted purposes include service improvement, capacity planning, research and published benchmarks. Anonymisation must be assessed against reasonably available means and reviewed as risks change; small groups and identifiable outliers must be excluded or protected. Pseudonymisation alone is insufficient. Personal data remains subject to the DPA and GDPR until effectively anonymised. These terms do not authorise selling personal records, cross-customer disclosure of source records or training general-purpose AI on confidential content. Any such additional project requires a separate, specific assessment and agreement before processing.
6. Confidentiality and providers
Each party must protect the other’s non-public business information, limit access to people who need it and are bound by confidentiality, and use it only for the agreement. Exceptions apply to information lawfully public, independently developed or lawfully received without restriction. A legally required disclosure must be limited and, where permitted, notified. Approved subprocessors remain subject to the DPA. A financing partner’s independent assessment is governed by its disclosed role and transaction documents, not an unrestricted licence to the ERP database.
7. Records, estimates and professional judgement
The ERP supports business records and workflows. It does not replace the customer’s accountant, lawyer or statutory reporting responsibilities. Salary records do not promise a compliant payroll calculation or filing. A financing estimate is illustrative and is not an offer, approval or guarantee. Customers must check source records and outputs, including AI summaries, before acting. The operator remains responsible for obligations that cannot lawfully be excluded; these provisions do not excuse its own failure to provide agreed services with the legally required standard of care.
8. Suspension and termination
Either party may terminate the service agreement by notice. Contact connect@spona.io for account closure. Spona may restrict or suspend access where reasonably necessary for a breach, credible security threat, fraud, unlawful use, inability to verify necessary information or a binding legal requirement. Where lawful and practicable, notice and an opportunity to remedy will be provided; urgent protection may require immediate action. Spona will notify you of a suspension and its grounds within three business days unless prohibited by law. Closing an ERP account does not cancel outstanding financing agreements or accrued payment obligations. Confidentiality, intellectual-property rights, lawful retention, liability provisions and applicable dispute-resolution terms survive termination. Mandatory data retrieval and switching rights remain unaffected.
9. Your records, export and switching
You retain ownership of your records and applicable portability and switching rights. Contact connect@spona.io to request export or plan a move, identifying the company, records and intended destination. Available module exports can be used directly; a complete workspace transfer may require assistance and is not represented as an automatic one-click feature. Agree the scope, available formats, transition and retrieval arrangements before closing the account. Any charges, exclusions or operational arrangements remain subject to mandatory law, including the EU Data Act where applicable. No intellectual-property or trade-secret exclusion may defeat those rights. At the end of processing, personal data is returned or deleted as provided in the DPA, except where lawful retention applies.
10. Availability, warranties and liability
To the fullest extent permitted by law, the service is provided as is and as available, without implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement. Spona does not promise uninterrupted or error-free operation, business results or a particular financing outcome. Subject to mandatory law and any expressly agreed service commitment, Spona and its affiliates and service providers are not liable for indirect, incidental, consequential or punitive loss, including lost profits, opportunities, reputation, revenues or data. Aggregate liability shall not exceed the lesser of the fees you paid Spona in the twelve months preceding the claim and EUR 1,000. These exclusions and limits do not apply to fraud, wilful misconduct, gross negligence or liability that cannot lawfully be excluded, including mandatory data-subject rights and remedies. Spona remains responsible for its own obligations under applicable law. Nothing transfers liability for Spona’s own breach to you.
11. Platform role and your business relationships
You choose and evaluate your clients, suppliers and subcontractors and agree the scope, delivery, price and payment dates with them. Spona does not select a counterparty for you, warrant its reliability, carry out its work or become its employer or partner. Ordinary ERP records and recorded payments do not require all your business payments to pass through Spona. An optional financing transaction has its own payment instructions. Spona is not a party to your underlying supply or service contract merely because it is recorded in the ERP. Any expressly appointed agency for transaction notices is limited to that written authority. Information and tools are not legal, tax or financial advice.
12. Accounts, notices and authorised users
Provide accurate registration information, protect credentials and keep company and contact details current. You are responsible for the users you authorise and for activity under their permissions; revoke access promptly when authority ends and notify us of suspected compromise. Account creation requires the applicable registration and verification steps. Financing may require additional identity and business checks. Notices may be delivered within the service or to your supplied contact details. Optional communication preferences do not prevent necessary security, contractual or service notices. General and privacy enquiries: connect@spona.io. Formal legal notices: office@topdigital.agency; intellectual-property reports: legal@spona.io.
13. Optional financing
The Financing disclosures form part of these terms. Supplier advances and client payment deferrals are separate alternatives, not two fees on one transaction. Each request requires review, applicable verification and signed transaction documents before a payment can be arranged. The agreement identifies the financing counterparty, recipient, fee, dates and obligations, including any responsibility if the original debtor does not pay. No acceptance of these general terms alone creates a financing commitment. Existing signed financing agreements remain governed by their agreed terms.
14. Disputes, governing law and language
For disputes with Spona, email office@topdigital.agency with the account, facts and contact details. The parties will attempt informal resolution for 45 days after notice. Subject to mandatory law, these terms are governed by Irish law and disputes are subject to the exclusive jurisdiction of the Irish courts. A dispute exclusively about the financing service between a Croatian-established user and Top Digital d.o.o. is governed by Croatian law: the parties first negotiate, then attempt mediation through the Croatian Association for Conciliation for up to 60 days unless extended by agreement, and if unresolved proceed before the competent court in Zagreb. Mandatory rights to urgent relief, complaints to authorities and data-protection remedies are not excluded. A signed transaction agreement may specify the law and forum for that transaction. English is the governing language to the extent permitted by law; Croatian is provided for convenience.
15. General provisions and changes
If a provision is unenforceable, it will be limited to the minimum extent necessary or severed without invalidating the remaining terms. Failure to enforce a provision is not a waiver. You may not transfer your account or agreement without Spona’s written consent. Spona may transfer its agreement to an affiliate or business successor subject to applicable law and without reducing mandatory rights. No employment, partnership or general agency is created and no third-party beneficiary is intended unless expressly stated. Material changes will be notified with the applicable effective date and any required acceptance process; a website edit does not retrospectively rewrite signed transaction agreements. The version shown on this page identifies the terms presented for acceptance.