1. What this agreement is about
• 1.2. If you have subscribed to ERPMASH, this agreement describes how you may use ERPMASH and this agreement applies in addition to the terms and conditions of the ERPMASH . If there is any difference between this agreement and a term in the ERPMASH Online Programme terms and conditions, the terms of this agreement will take precedence in relation to your operation and use of ERPMASH Programme(s)
2. Who this agreement is between
• 2.1. This agreement is between: you, the person or organisation authorised to use Cloud Based ERPMASH Programme(s); and us, Cloud Based Accounting Limited (company registration number .........13# club house, Hill county, Nizampet, Hyderabad, Telagana - 500090)
• 2.2. By entering into this agreement, we both agree to be bound by and keep to it.
3. How you accept this agreement, and when this agreement starts
• 3.1. You accept every term of this agreement and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when ERPMASH asks you to confirm that you accept this agreement.
• 3.2. This agreement will continue until terminated in accordance with paragraph 13.
• 3.3. If you don’t accept this agreement, you should contact us immediately and you should not use ERPMASH
4. Your rights to use ERPMASH Programme(s) and your obligations
• 4.1. If you accept this agreement and pay the relevant fees (where applicable), we give you the right to use ERPMASH Programme(s) in the way described in this agreement. You can use free version of ERPMASH Programme(s).
• 4.2. You must only use ERPMASH Programme(s) for your internal business purposes and only input your own information into your ERPMASH Based Accounting may link to their clients' ERPMASH Programme(s) services for the purposes of inputting and analysing data on behalf of such clients (where the client permits this) and for making the ERPMASH Programme(s) service available to them.
• 4.3. All rights of ownership of the information you input into ERPMASH Programme(s) remain yours but your access to this information is dependent upon you paying the applicable subscription fee. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into ERPMASH Programme(s) (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
• 4.4. You cannot transfer your ERPMASH Proramme(s) subscription to any other person or organisation. For example, you cannot sell it if you no longer want to use ERPMASH or, if you become insolvent, an insolvency practitioner may not pass on your ERPMASH subscription (including your sign-in information) as part of your business’s assets.
• 4.5. You must comply with all applicable laws and legislation in respect to your use of ERPMASH Programme(s)
• 4.6. You acknowledge that we, ERPMASH Limited, are your accountant
• 4.7. Some features of ERPMASH rely on integration with other Sage products and services (such as Sage Pay) or provide access to technology, information or services not provided by us (including the HM Revenue & Customs website), even though they may look like Sage operates these technologies or services. It is your responsibility to decide whether or not to access and use Additional Services and if you choose to do so you must agree to the separate applicable terms and conditions presented to you by Sage or the third party. If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where paragraph 12.3 applies, we are not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues. We may withdraw access to such third party technology, information or services via ERPMASH at any time and without notifying you.
5. Setting up a ERPMASH account
• 5.1. We will give you your sign-in details and passwords to enable you to use ERPMASH (the “sign-in information”) once you have registered with us.
• 5.2. Following registration we will send you an email confirming the duration of your period . If you continue to use ERPMASH following your trial period, you will pay the applicable subscription fee directly to us via the payment method specified during registration or via any different payment method we notify to you from time to time until either you or we end this agreement in one of the ways set out in paragraph 13.
• 5.3. We may increase the subscription fee for ERPMASH at any time by giving you not less than 30 days’ notice and such an increase will take effect from your next payment date after this notice period has ended.
• 5.4. Using functionality within your ERPMASH Programme(s), you can provide ERPMASH access to your ERPMASH account. If you choose to do this, we cannot accept any liability for the actions of ERPMASH including their access to your ERPMASH account.
• 5.5. When Cloud Based Accounting setup your Cloud Based Accounting account for you, it will automatically link your account to its own account. In this instance, you will pay Cloud Based Accounting for your use of Cloud Based Accounting and Cloud Based Accounting will manage your Cloud Based Accounting account. You will be unable to withdraw Cloud Based Accounting's access to your Cloud Based Accounting account.
• 5.6. We cannot accept liability for the actions of Cloud Based Accounting including its access to your Cloud Based Accounting account.
6. Use of Cloud Based Accounting
• 6.1. You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
• 6.2. We will take reasonable steps to make sure that ERPMASH is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
• 6.3. We cannot guarantee that ERPMASH will be compatible with your web browser or computer set-up or that your access to ERPMASH will be uninterrupted (this may be beyond our control).
• 6.4. You are responsible for controlling who can access your ERPMASH account. We advise that you don’t allow anyone else to use your sign in information and change your password at regular intervals.
• 6.5. From time to time we may temporarily suspend access to ERPMASH, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide notice in advance but this might not be always be possible
7. Restrictions on your use of ERPMASH
• 7.1. The following list gives examples of things you must not do with ERPMASH
• 7.1.1. You must not introduce any viruses or harmful technology to ERPMASH
• 7.1.2. You must not try to gain unauthorised access to ERPMASH or any underlying technology;
• 7.1.3. You must not try to affect the availability of ERP MASH to our users (sometimes called ‘a denial-of-service attack’);
• 7.1.4. Unless you are ERPMASH, you must not give anyone else any right (of any kind) to use or benefit from ERPMASH in any way or provide ERPMASH to others. For example, you cannot use ERPMASH information to provide a service to them;
• 7.1.5. You may not use ERPMASH to help you develop your own software. For example, you must not use or copy all or any part of ERPMASH ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law;
• 7.2. It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of ERPMASH. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of ERPMASH or which causes us or threatens to cause us to incur any legal, tax or regulatory liability.
8. What we will do with your details
• 8.1. You agree to give us, when asked, the information we need in order to complete your registration to use ERPMASH. Without this information we cannot give you access to EMASH.
• 8.2. We will use any information that you give ERPMASH under this agreement to:
• 8.2.1.manage how you use ERPMASH;
• 8.2.2.meet our obligations under this agreement or any other agreement we have with anyone who licenses us (our licensors) or our subcontractors;
• 8.2.3.contact you to see if you would like to take part in our customer research;
• 8.2.4.contact you about our other products and services and those of others which we think you will be interested in (if we do contact you in this way, we will try to speak to the relevant person in your organisation, and we may contact you directly, or use other organisations which we have hired to contact you for us).
• 8.3. We may give information to other companies in our group of companies, our licensors and contractors, and other organisations described in relevant documents. For example, we may give information to the following:
• 8.3.1. the Intoweb software Pvt Ltd (which provides the software)
• 8.3.2. our training providers
• 8.3.3. companies which we use to help us send you post and other communications
• 8.3.4. research companies
• 8.3.5. event organisers
9. Technical support and how we may access your Cloud Based Accounting account
• 9.1. During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using ERPMASH. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of ERPMASH. You grant us the right to access your systems to provide such support.
• 9.2. We will not give you technical support or other assistance for any hardware, third-party software or other equipment used with ERPMASH.
10. Intellectual Property Rights
• 10.1. Although you have rights to use ERPMASH as described in paragraph 4, you do not own any of the intellectual property rights in ERPMASH. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual-property rights in ERPMASH, including any software we provide to replace all or part of ERPMASH. The only rights you have to ERPMASH are as set out in this agreement.
• 10.2. We own the rights to ERPMASH and any related logos. Other owners own the rights in any third-party software and their logos. By allowing you to use ERPMASH, we do not give you ownership of any of those rights or logos, and the rights you have to use ERPMASH and any third-party software, and any related logos, are as described in this agreement.
• 10.3. You undertake not to use ERPMASH name or brand in any promotion or marketing or announcement without our prior written consent.
11. Our promises relating to ERPMASH
• 11.1. Whilst we aim to provide uninterrupted use of ERPMASH, unfortunately we can’t guarantee this. For example, some interruptions may be caused by reasons outside our control. In those circumstances, we will not be responsible for any failure to perform our obligations in this Agreement, and we will be excused from that failure for so long as those circumstances continue. Wherever possible, we will provide advance warning on ERPMASH or by email of any known or planned interruptions and we will try to keep any interruption as brief as possible.
• 11.2. We do not promise:
• 11.2.1. that ERPMASH will meet all your own needs;
• 11.2.2. that you will be able to use ERPMASH in any particular way;
• 11.2.3. that you will get particular outputs from ERPMASH;
• 11.2.4. the standard of the results you get from using ERPMASH; or
• 11.2.5. that, where you use our technical support services, we will be able to fix your problem or remedy your issue. The fact that you have told our representative about how you intend to use ERPMASH Programmes will not affect this as they have been developed for many different types of users, and you are responsible for setting up ERPMASH so that you can use it in the way you need, and as best suits your circumstances.
• 11.3. We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
• 11.4. This agreement describes all of our promises relating to ERPMASH. Unless this agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to ERPMASH would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent set by law.
12. Our liability and responsibility to you if something goes wrong
• 12.1. Our liability (including for negligence) under this agreement will be limited to paying you an amount equal to the total of all fees you paid for the subscription to use ERPMASH in the preceding 12 month period.
• 12.2. We will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience the problem:
• 12.2.1. loss of or damage to data/information inputted by you into ERPMASH.
• 12.2.2. any interruption to your business or damage to information, however that interruption or damage is caused.
• 12.2.3. loss or damage which we could not have reasonably known about at the time you entered into this agreement.
• 12.2.4. losses you suffer as a result of using ERPMASH other than as described in the relevant documents.
• 12.3. Nothing in this agreement will prevent or limit your or our liability for:
• 12.3.1. fraud;
• 12.3.2. death of or personal injury to any person as a result of our negligence; or
• 12.3.3. any other matter we cannot limit or exclude under applicable law.
• 12.4. Your and our responsibilities under this agreement are reasonable because they reflect that:
• 12.4.1.we cannot control how, and for what purposes, you use ERPMASH.
• 12.4.2.we have not developed ERPMASH specifically for you; and
• 12.4.3.although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems with ERPMASH
13. How this agreement may be brought to an end and what happens on termination
• 13.1. We may end this agreement immediately if we do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date.
• 13.2. We may end this agreement at any time on giving you at least thirty days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.
• 13.3. You may end this agreement at any time by sending us an email to email@example.com If you do this, we will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe us by the date this agreement ends. If you continue to use ERPMASH after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
• 13.4. If you choose not to pay the subscription fee to continue to use ERPMASH at the end of any trial period your access to ERPMASH will immediately end.
• 13.5. If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one who discovered the situation can give the other notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who discovered the situation can then end this agreement by giving the other written notice that this agreement will immediately end.
• 13.6. This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
• 13.7. No matter how this agreement ends, the information you store in ERPMASH remains your information and you can access it in a format provided by ERPMASH before the end of the agreement. If you don’t, this will not prevent this agreement from ending and your information will no longer be accessible.
• 13.8. In addition to our rights to end this agreement, we may also suspend the provision of services to you at any time if we do not receive payment in full when due or if we suspect that you has breached any part of this agreement.
• 13.9. Where we suspend or terminate the services under paragraph 13, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.
14. What else do you need to know?
• 14.1. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the rest of this agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
• 14.2. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.
• 14.3. This agreement and the documents we refer to above constitute is the entire agreement between you and us for your use of ERPMASH, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
• 14.4. We may transfer this agreement to another organisation which is part of our group of companies at any time.
• 14.5. A person who is not a party to this agreement has no right to enforce any term of it.
• 14.6. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
15. Which laws govern this agreement?
If you subscribe to ERPMASH in India , this agreement is governed by the laws of India and you and we both agree that the courts of India will be the only courts that can decide on legal disputes or claims about this agreement.