Welcome to VasyERP! At VasyERP, our mission is to bring cities and communities to life by powering small and medium-sized businesses. We provide easy-to-use, omnichannel commerce-enabling SaaS platforms. Our software gives our customers the critical functionality they need to connect with consumers, manage their operations, accept payments, and grow their business.
Below is our Service Agreement (the “Agreement”) which covers the services VasyERP Solutions Pvt Ltd. and its affiliates (collectively, “VasyERP”) provide to you (the “Customer”). To find out which VasyERP entity you are dealing with, please take a look at III.
Translations of this Agreement are available in Hindi, Telugu, English, Marathi, Gujarati, and Urdu; as a courtesy; but this English version is the only binding document. You may still have questions or concerns after reading this Agreement. If that’s the case, don’t be shy! You can reach out to us at the addresses below:A-5, The First, Near ITC Narmada, Vastrapur, Ahmedabad, Gujarat, India – 380015
Subscription to VasyERP Product
During the Term and in accordance with this Agreement, Customer may access and use the products which Customer subscribed to, whether by paid subscription, free trial or promotion (each a “Product”), as referenced in the invoice or quote executed by Customer (the “Order Form”). Each Product may include updates, cloud-based and support services, applications or documentation. Each of these are subject to the terms of this Agreement as applicable. VasyERP may add to, change or discontinue any component of the Products at any time; provided however, that no such change shall materially increase Customer’s obligations or materially decrease Customer’s entitlements under this Agreement. Customer is responsible for all actions taken under its VasyERP account credentials, regardless of whether such actions are taken by Customer, their employees or a third party. Customer will safeguard all account credentials in its possession or under its control. VasyERP is not liable for any loss or damage arising from any unauthorized use of Customer’s account.
Grant of License
During the Term, VasyERP grants Customer a limited, nonexclusive, non-transferable, nonsublicensable, revocable license to access and use, and to permit its employees and all other users who access and use the Products on Customer’s behalf (collectively, the “Users”) to access and use, the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property rights in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by VasyERP, including the Beta Technology, are owned exclusively by VasyERP or its licensors. All rights not granted to Customer in this Agreement are reserved by VasyERP.
Customer and any Users shall not (and shall not allow any User or third party to):
- decompile, disassemble, reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Products, by any means whatsoever;
- distribute viruses or other harmful or malicious computer code via or into the Products;
- engage in any conduct that disrupts or impedes a third party’s use and enjoyment of the Products;
- remove any product identification, copyright or other notices from the Products;
- sell, lease, lend, assign, sublicense, grant access or otherwise transfer or disclose the Products in whole or in part, to any third party;
- use the Products for timesharing, service bureau or hosting purposes or otherwise use, resell, sublicense, distribute or transfer or allow others to use the Products to or for the benefit of third parties;
- modify or incorporate into or with other software or create a derivative work of any part of the Products, unless agreed to in writing by VasyERP;
- use the output or other information generated by the Products for any purpose other than as contemplated by this Agreement;
- use the Products for any use other than Customer’s internal business use;
- use unauthorized modified versions of the Products, including without limitation, for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Product; or
- use the Products in any way that is contrary to applicable local, state/provincial, federal, regional and foreign laws, including without limitation those relating to fiscal laws and GST/VAT regulations, as well as privacy, data protection, electronic communications and anti-spam legislation. VasyERP retains all title to, and except as expressly licensed herein, all rights to the Products, all copies, derivatives and improvements thereof, and all related materials.
Term of Agreement
The “Initial Term” shall mean the number of months in the term as specified in the Order Form, beginning on the date specified in the Order Form (“Subscription Start Date”). Upon expiration of the Initial Term and unless otherwise stated in the Order Form, this Agreement will automatically renew for a duration equal to the Initial Term (each a “Renewal Term”, the “Current Term” being the Initial Term or the then-current Renewal Term (as the case may be); and the Initial Term and all Renewal Terms collectively, the “Term”) until terminated by Customer or VasyERP by delivery of written notice to the other party at least ninety (90) days prior to the end of the Current Term, or such period of notice equal to the Current Term where the Current Term is less than ninety (90) days. If no Order Form has been provided, the minimum period of notice required to be given shall be thirty (30) days. In the case of Products licensed on a trial basis, the Term of this Agreement shall be limited to the duration of the trial period identified in the Order Form. Except as otherwise specified herein, Customer may not terminate this Agreement prior to the expiration of the Term.
Fees and Payment
Customer shall pay VasyERP the annual and/or monthly fees (“Fees”) specified in the Order Form, in accordance with the timing and currency specified in the Order Form. If no Order Form has been provided, the Fees will be as set out on the websites for the relevant Products. Unless required by applicable law, all payments by Customer to VasyERP under this Agreement are non-refundable and made via the payment method specified by Customer in the Order Form, or as otherwise agreed in writing by the parties. Customer shall undertake any additional actions reasonably requested by VasyERP to implement any automated Fee payment process. Any amounts past due shall accrue interest at a rate which is the lesser of: one and a half percent (1.5%) per month or the maximum rate allowable by law. Any assessment of late fees shall be without prejudice to VasyERP’s right to suspend Customer’s access to the Products. Any applicable goods and services or taxes will be added to Fees owing pursuant to this Agreement.
VasyERP and Customer (each a “Receiving Party”) shall each retain in confidence all information received from the other party (the “Disclosing Party”) pursuant to or in connection with this Agreement, the Products or the Beta Technology, that the Disclosing Party identifies as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), and will make no use of such Confidential Information except as necessary to fulfil their respective obligations under this Agreement. Each party shall treat the terms and conditions of this Agreement as confidential; however, either party may disclose such information in confidence to its legal and financial consultants as required in the ordinary course of that party’s business. Notwithstanding the foregoing, the restrictions set forth above will not apply to
- information previously known to the Receiving Party without reference to the Disclosing Party’s Confidential Information,
- information which is or becomes publicly known through no wrongful act of the Receiving Party,
- information that is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information, or
- information required to be disclosed pursuant to applicable law by enforceable orders of the court or other governmental authority. The foregoing shall also not prevent VasyERP from using Customer Data on an aggregate and deidentified basis. Customer shall ensure that its Users fully comply with the terms of this Section and shall be responsible for any damages suffered by VasyERP as a result of a User’s failure to do so
Customer represents and warrants that currently and throughout the Term
- Customer is fully authorized to enter into this Agreement and that Customer and any Users are fully authorized to utilize the Products,
- Customer and any Users are and will remain in compliance with all VasyERP policies, applicable laws and regulations with respect to its and their use of the Products and activities related to this Agreement, including but not limited to fiscal and privacy laws; and
- if Customer or any of its Users imports lists into the Products for the purpose of sending electronic communication (e.g., email, text messages), or otherwise collects electronic addresses for the purpose of sending electronic messages, then Customer warrants that each person on such list has previously opted-in to receive promotional electronic communications from Customer (where applicable) and that the content of such communications by Customer will comply with applicable laws and regulations.
Customer Data and Privacy
“Customer Data” means any data that Customer or its Users input into the Products for processing in connection with this Agreement, including any personally-identifiable information (“Personal Data”) forming part of such data.
Customer may select the Personal Data it inputs into the Products at its sole discretion; VasyERP has no control over the nature, scope, origin, and/or the means by which Customer acquires Personal Data processed by the Products. VasyERP will comply, and will ensure that its personnel comply, with the requirements of applicable privacy laws and regulations governing Customer Personal Data in VasyERP’s possession or under its control. Customer is solely responsible for ensuring that it complies with any legal, regulatory or similar restrictions applicable to the types of data Customer elects to process with the Products. Customer remains responsible for properly handling and processing notices regarding Personal Data of Customer’s clients and Users.
The Products grant Customer the ability to independently backup and archive Customer Data. Accordingly, Customer is responsible for performing regular backups of Customer Data. Nevertheless, VasyERP will regularly perform backups of Customer Data stored in the Products. VasyERP will assist Customer in recovering and restoring Customer Data to the Products to the extent commercially feasible. Customer understands and agrees that VasyERP is not responsible for any loss or corruption of Customer Data or other software.
Customer agrees that any materials that it provides to VasyERP, including but not limited to questions, comments, suggestions, ideas, plans, notes, drawings, modifications, improvements, original or creative materials or other information regarding VasyERP or the Products or the Beta Technology, whether such materials are provided in email, feedback forms, or any other format (the “Feedback”), shall belong exclusively to VasyERP, without any requirement to acknowledge or compensate Customer. Customer agrees to assign, and hereby assigns, all right, title, and interest worldwide in the Feedback and the related intellectual property rights to VasyERP and agrees to assist VasyERP, at VasyERP’s expense, in perfecting and enforcing such rights. VasyERP may disclose or use Feedback for any purposes whatsoever without any obligation to Customer.
Beta Testing Project
For evaluation and testing purposes only (“Beta Testing Project”), VasyERP may grant Customer a personal, non-exclusive, non-transferable, limited license to use certain technology, support services, accessories, and hardware (collectively, the “Beta Technology”). Customer’s participation in a Beta Testing Project is voluntary.
If Customer agrees to the Beta Testing Project, Customer shall
- test and evaluate the Beta Technology as requested by VasyERP,
- familiarize itself with the Beta Technology information provided by VasyERP and to only use or test the Beta Technology as directed,
- notify VasyERP of any and all functional flaws, errors, anomalies, and problems directly or indirectly associated with the Beta Technology known to, or discovered by Customer,
- respond to any and all reasonable inquiries, questionnaires, and other test documents submitted by VasyERP and
- designate to VasyERP, in writing, an employee or representative who will serve as the single technical contact and who will be responsible for maintaining communication with VasyERP. In addition, Customer agrees to bear all incidental costs (such as, costs for Internet and phone services, accessories, etc.) associated with its testing of the Beta Technology, unless otherwise agreed to in writing by both parties. Customer has the obligation to maintain backups of its own data. Customer agrees and acknowledges that, following termination of the Beta Testing Project, VasyERP shall have no obligation to transfer Customer data to any other VasyERP product or service, including with respect to final release of the Beta Technology.
VasyERP has no obligation to develop or provide any updates or revisions to the Beta Technology, and VasyERP reserves the right to alter or adjust service specifications for the Beta Technology as it deems necessary or desirable. Customer understands and acknowledges that Customer will not, unless otherwise agreed to in writing, receive any payment, compensation or discount for participating in, or for providing any Feedback, comments, evaluations, reports or any other services during a Beta Testing Project. Customer shall maintain backups of its own data. Customer agrees and acknowledges that, following termination of the Beta Testing Project, VasyERP shall have no obligation to transfer Customer data to any other VasyERP product or service, including with respect to final release of the Beta Technology.
The Beta Technology provided by VasyERP is proprietary to VasyERP and/or its licensors. Customer agrees and acknowledges that nothing contained in this Agreement shall be construed as granting any ownership or intellectual property rights to any Beta Technology, Feedback or Confidential Information. All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Beta Technology are and will remain in VasyERP and Customer shall have no such intellectual property rights in the Beta Technology. Customer will not make, have made, use or sell for any purpose any product or item using, incorporating or derived from any Beta Technology or Confidential Information. Customer may not copy or reproduce the Beta Technology or reverse engineer, alter, modify, disassemble or decompile the Beta Technology, or any part thereof, without VasyERP’s prior written consent.
“Third-Party Services” are products, applications, services, software, networks, systems, directories, websites, databases and information from third parties, that one or more Products link to, or which Customer may connect to or enable in conjunction with one or more Products. Customer may decide to enable, access or use any Third-Party Services (as defined above). Customer agrees that access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services, and that VasyERP is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Services, including, without limitation, their content or data practices (including with regards to Customer Data and Personal Data) or any interaction between Customer and the provider of such Third-Party Services, regardless of whether or not such Third-party Services are provided by a third party that is a member of a VasyERP partner program or otherwise designated by VasyERP as “certified”, or “approved” by or “integrated” with VasyERP. Any use by Customer of Third-Party Services shall be solely between Customer and the applicable third-party provider. Customer irrevocably waives any claim against VasyERP with respect to such Third-Party Services. VasyERP is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer’s enablement, access or use of any such Third-Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third-party Services.
It may be necessary for VasyERP to perform scheduled and/or unscheduled repairs or maintenance, or remotely patch or upgrade the Product. This may temporarily degrade the quality of the services or result in a partial or complete outage of the Product. VasyERP will endeavour to carry out such work during times that will cause the least disruption to Customer’s business. Customer shall cooperate, if necessary, to perform such work.
Termination and Suspension
In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice specifying the nature of the breach in reasonable detail and the non-breaching party’s intention to terminate (a “Termination Notice”). If the breach has not been cured within the period ending thirty (30) days following delivery of the Termination Notice, then this Agreement shall automatically terminate.
Notwithstanding the foregoing, VasyERP may suspend Customer’s access to the Products immediately without notice if VasyERP, in its sole discretion, believes:
- such suspension is required by law;
- there is a security or privacy risk to Customer;
- Customer is infringing or violating the rights of third parties, or acting in a manner that is abusive, profane or offensive;
- Customer does not pay its Fees or any invoices in a timely manner; or
- Customer is in breach of any material provision of this Agreement, including its license restrictions or confidentiality obligations. Any suspension of Customer’s access to the Products will not limit or waive VasyERP’s rights to terminate this Agreement or Customer’s access to the Products
Upon termination of this Agreement, Customer shall discontinue its use of the Product(s). Notwithstanding the foregoing, termination of this Agreement by VasyERP shall not limit Customer’s obligation to pay all of the applicable Fees, nor restrict VasyERP from pursuing any available remedies, including injunctive relief. Any instalments that have not yet matured will become due immediately upon termination. Customer agrees that following termination of Customer’s account and/or use of the Product, VasyERP may immediately deactivate Customer’s account and delete Customer Data. Customer further agrees that VasyERP shall not be liable to Customer nor to any third party for any termination of Customer’s access to the Product or deletion of Customer Data in accordance with this Agreement. Sections discussing license restrictions, Fees and payment, confidentiality, Customer representation, indemnification, and limitation of liability shall survive termination of this Agreement, along with any other provisions that are intended by their terms to survive.
Assignment and Subcontractors
Customer may not assign any of its rights or obligations under this Agreement without VasyERP’s prior written consent. VasyERP may, without Customer’s prior consent, assign its rights and obligations under this Agreement. Subject to the foregoing, the provisions of this Agreement shall be binding on and inure to the benefit not only of the parties hereto but also to their successors and permitted assigns. VasyERP shall be free to perform all or any part of this Agreement through one or more subcontractors.
All Intellectual Property Rights in the VasyERP Products or the Services belong to VasyERP or the applicable third-party owner of such rights, including without limitation, the Software Providers. Nothing in these Terms of Service shall operate to transfer any Intellectual Property Rights beyond the specific licenses, as may be specifically agreed in writing. VasyERP retains ownership of all right, title to, and interest in any and all Intellectual Property Rights developed, owned, licensed or created by the VasyERP.
No part or parts of the VasyERP Products may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, transmitted, adapted, modified to create derivative works or otherwise commercially exploited in any manner or by any means or stored in an information retrieval system without VasyERP prior written permission. The User may view, print or use VasyERP’s content for personal, non-commercial use only, provided further that the User does not modify the content and that the User retains all copyright notices and other proprietary notices contained in the content
The User shall not claim any rights or interest in the Intellectual Property Rights of VasyERP, or in connection with any other services, features or product offered by VasyERP to the User, including without limitation, the VasyERP Products or the Services. In no event shall the User alter, tamper, vary, modify, change, disassemble, decompile, or reverse engineer any Intellectual Property Rights of VasyERP (including without limitation any Intellectual Property Rights licensed to the Company by any other Person) (collectively, “IP Property”), or permit others to do so. Altering, tampering, varying, modifying, changing, disassembling, decompiling and reverse engineering include, without limitation:
converting the IP Property from a machine-readable form into a human-readable form;
disassembling or decompiling the IP Property by using any means or methods to translate machinedependent or machine-independent object code into the original human-readable source code or any approximation thereof;
examining the machine-readable object code that controls the IP Property’s operation and creating the original source code or any approximation thereof by, for example, studying the IP Property’s behaviour in response to a variety of inputs;
performing any other activity related to the IP Property that could be construed to be reverse engineering, disassembling, or decompiling; or
making any alteration or change to the IP Property without the express prior written consent of VasyERP.
VasyERP does not claim any Intellectual Property Rights over the Content You provide on the Store. All rights in the Content a User uploads remain with the User.
By uploading Content, You agree: (a) to allow other internet users to view the Content you post publicly to your Store; (b) to allow VasyERP to store, and in the case of Content you post publicly, display and use your Content; and (c) that VasyERP can, at any time, review and delete all the Content submitted through a VasyERP Product, although VasyERP is not obligated to do so.
You retain ownership over all Content that you upload to the Store; however, by making your Store public, you agree to allow others to view Content that you post publicly to your Store. You are responsible for compliance of the Content with any applicable laws or regulations.
Notwithstanding anything contained in clause 15 (Intellectual Property), VasyERP shall have the non-exclusive, worldwide and royalty free license to use the names, images trademarks, service marks and logos associated with your Store to promote its Services. You grant VasyERP a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of any Content provided by You, including photos and videos of the products listed by You
The User agree to indemnify, defend and hold harmless VasyERP, the Software Providers and their respective parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees (“Indemnified Parties”), from all claims, demands, losses, costs, fees suffered or incurred by the Indemnified Parties due to or arising out of the User’s breach of these Terms of Service or the documents they incorporate by reference, or the User’s violation of any law or the rights of a third-party.
The User shall indemnify, defend and hold harmless the Indemnified Parties (whether or not arising out of third-party claims) from all claims, demands, losses, costs, fees suffered or incurred by the Indemnified Parties due to or arising out of a) any Content posted by User on the VasyERP Products; b) any non-performance by User or breach of any contract or transaction with their customers through any VasyERP Products; c) breach of data privacy and confidentiality obligations; or d) fraud, wilful misconduct or gross negligence or (e) any third party claims due to the Content posted by the User or use of the VasyERP in violation of these Terms of Service by the User.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of anyother remaining provisions.
If VasyERP does not exercise a right under these Terms of Service, shall not constitute a waiver of such right. Waiver of any right, remedy or breach of any subject matter contained in these Terms of Service shall not be viewed as a waiver by VasyERP, unless specifically agreed by VasyERP in writing.
For purposes of these Terms of Service, “Force Majeure Event” means any event or circumstance, regardless of whether it was foreseeable (including without limitation an act of war, hostility, or sabotage; act of God; pandemic, epidemic electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); criminal, revolutionary, or terrorist activity), that: (a) was not caused by a party and, (b) prevents that party from complying with any of its obligations pursuant to these Terms of Service (other than an obligation to pay money) or provision of the Services.
If a Force Majeure Event occurs, the party that is prevented from performing (the “Nonperforming Party”) will be excused from performing those obligations rendered unperformable by the Force Majeure Event. Upon occurrence of a Force Majeure Event, the Nonperforming Party shall promptly notify the other party of occurrence of the Force Majeure Event, its effect on performance, and how long that party expects it to last. Thereafter, the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure Event, the Non performing Party shall use reasonable efforts to limit damages to the Performing Party and to resume its performance pursuant to these Terms of Service.
Relationship of the parties
The User agree that no joint venture, partnership, employment, or agency relationship exists between the User and VasyERP as a result of these Terms of Service, the User’s use of the VasyERP Products, or the availing of Services from VasyERP.
The User shall not assign or transfer the rights and obligations of the User under these Terms of Service, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without VasyERP’s prior written consent. VasyERP may assign or transfer the rights and obligations contained in there Terms of Service to any Person.
Governing law and jurisdiction
These Terms of Service will be governed by the laws of the India without any application of conflict of laws principles.
In case of any differences, disputes or disagreements between the User and VasyERP(“Dispute”), the User and VasyERP shall attempt to amicable resolve such dispute within 30 days from the date on which such Dispute arose.
In case the User and VasyERP are unable to amicably resolve the Dispute within 30 days from the date on which such Dispute arose, the Dispute may, at the option of the User or VasyERP, be referred to arbitration by a sole arbitrator appointed by VasyERP. The seat of arbitration shall be Bangalore and the language of arbitration shall be English. The award of the sole arbitrator shall be final and binding on the User and VasyERP.
For the purposes of this Terms of Service, the term “Confidential Information” shall mean and include all tangible and intangible information obtained, developed or disclosed or accessed including all documents, data papers and statements and trade secret of the User relating to its business practices and considered to be confidential and proprietary information. VasyERP shall strictly safeguard the Confidential Information and shall take all the necessary action to protect it against misuse. VasyERP shall be entitled to disclose the Confidential Information where:
- Where such Confidential Information is in or enters the public domain without VasyERP’s default;
- Where such Confidential Information is known to VasyERP at the time of first receipt, or thereafter becomes known to the VasyERP prior to such disclosure without similar restrictions from a source other than the User, as evidenced by written records;
- Where such Confidential Information is disclosed to employees, consultants, auditors, advisors and shareholders of the Party who are under a duty of confidentiality, or pursuant to Applicable Law or order of any Governmental Authority;
- Where such Confidential Information is required to be disclosed to partners of VasyERP for the provision of Services (including, without limitation, any services to be provided by the partners).
- Where such Confidential Information is required to be disclosed in compliance with the Applicable Laws.
- In case the User comes into possession of any Confidential Information of VasyERP the User shall safeguard the same and shall not disclose such Confidential Information without the prior written consent of VasyERP.