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 – firstname.lastname@example.org
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.
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):
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.
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
Customer represents and warrants that currently and throughout the Term
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.
If Customer agrees to the Beta Testing Project, Customer shall
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.
Notwithstanding the foregoing, VasyERP may suspend Customer’s access to the Products immediately without notice if VasyERP, in its sole discretion, believes:
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, Refunds & Payments, 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.
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.
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.
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.
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.
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: