Terms and Conditions



The Terms of Service and Conditions (the "Terms and Conditions") cover the relationship between Celexsa Technologies Private Limited ("CELEXSA") and users (hereinafter referred to as the "Client") of its flagship product Budget ERP & its usage, which is marketed on a Software-as-a-Service basis. Client's use of Budget ERP shall be deemed Client's agreement to these Terms and Conditions.

Limitations

Client acknowledges that its license to use Budget ERP is limited to itself and its employees.
Client shall not allow any third party or non-employee to:

  • Access the application - Budget ERP
  • Input Client Content, which contravenes applicable laws and regulations in any country in which Client uses Budget ERP
  • Engage in any other illegal or fraudulent activities

Support

CELEXSA will provide online, telephone and e-mail support to Client during the SaaS Term according to CELEXSA's SaaS customary practice, based on its sole consideration. Any action or conduct of the Client, based on the support services shall be performed under Client sole responsibility.

Other Restrictions

Use of the Software and Services is restricted to use by the specific licensing entity only, and only for Client's internal business purposes. Client may not use the Software for the benefit of any Third parties or provide service bureau or other access or use of the Software to third parties. Client may not, directly or indirectly, sublicense, assign, transfer, sell, rent, lend, lease or otherwise provide the Software or the services (including without limitation any capacity) or any portion thereof, to any third party and any attempt to do so is null and void. Client may not reverse engineer, disassemble, decompile or make any attempt to ascertain, derive or obtain the source code for the Software. Software shall not be used for any commercial purpose beyond the functionality driven by the Software.

Client will not use the Software or Services to take any actions that:

  • Infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
  • Violate any applicable law, statute, ordinance or regulation (including those regarding export control); or
  • Are defamatory, trade libelous, threatening, harassing, or obscene;

Scope of Improvement

If the client wishes to modify Budget ERP under development, then such changes are to be in writing for any "additional services which alter, amend, enhance, add to or delete from the services/system scope and/or time and/or place of performance." Celexsa Technologies may refuse to accept any change/modification to the client's specifications if such changes are out of scope of existing software, deemed impractical, impossible, or precluded by time constraints.

Any additional change requested by the client will attract additional charges.

Payment Terms

  • Subscription refers to the License to use the SaaS application BudgetERP for the period payment is received & approved by Celexsa.
  • This license to use Budget ERP by the client is valid upon receipt of full payment as per Terms of Payment.
  • There will not be any increase in the cost of the subscription agreed initially & invoiced until 31st December 2017. But, Government levies if any will be charged as per the rate prevailing at that time.

Misscellaneous Provision

Both Parties are not liable for the delay or failure to fulfill its responsibility, caused by the following matters:

  • Natural disaster, fire, earthquake, flood, landslide
  • An epidemic disease
  • War, civil war, rebellion, riots, lootings, sabotage, bombings, disturbance as the result of terrorism act
  • Company take over or confiscation by the Government or the authority, and
  • The enforcement or amendment of laws and regulations

All of which have a direct effect towards the implementation of this Terms and Conditions. On the event where a party is experiencing force majeure, soon after taking maximum measurements and still is unable to fulfill the Terms and Conditions, the parties shall conduct a negotiation to resolve the problem for the best solution for both parties.

Confidentially every party who knows that every Information obtained regarding or related to the activity of its counterpart, which was received as the effect of the conduct of this contract is the information under secrecy of the information, which may consider by the counterpart under secrecy. Therefore each Party must preserve the secrecy of the information and shall not, without the consent of the other Party (the counterpart) disclose the information to the third party for any purpose other than which was permitted to by the prevailing Law.

Back Up

  • The application has a provision to take back up of the data as and when required by the client.
  • Furthermore, the server automatically stores a backup of the data on cloud, which the client may request not exceeding two times in a calendar month.

Termination of the Service

Celexsa has the rights to freeze or terminate the Service under the Following conditions:

  • Customer's negligence to paying obligations in accordance with the procedures specified by Celexsa.
  • If the application is found to be used for any illegal activity or any such activity against the law of the land, the subscription will be terminated with immediate effect. No refund will be issued.
  • Access to the application will be restricted upon non-payment of subscription charges and at such circumstances the account and data will be in dormant state for three months, after which subscription will be terminated and data will be flushed out of the server. The account can be renewed for regular use during the dormant period by paying the prescribed fee. No charges will be levied for reactivation of the account.
  • Account can be terminated by the client at any time during the subscription. The client will be charged for usage of the application on a pro-rata basis and any excess payment made towards the subscription will be refunded.
  • Notification shall be made prior to disconnection