ERP.net Cloud Platform User Agreement
# Purpose
ERP.net Corporation Ltd (“ERP”, “we” or “us”), together with its wholly owned subsidiaries (collectively **"ERP.net"**) created the **ERP Cloud Platform.** These Terms are between you and the **ERP.net** that owns and operates the **ERP Cloud Platform**. They apply to the cloud software named above and any **ERP.net** services or software updates, except to the extent such services or updates are accompanied by new or additional terms.

“**You**” means the entity you represent in accepting this **Agreement** or, if that does not apply, you individually. If **You** are accessing and/or using the **ERP Cloud Platform** on behalf of Your employer or as a consultant or agent of a third party (collectively **"Your Company"**), You represent and warrant that **You** have the authority to act on behalf of and bind **Your Company** to the Terms of this **Agreement** and everywhere in this Agreement that refers to You or Your, shall also include Your Company. 
# Definitions
“**Administrators**” means **User,** appointed by and acting on behalf** of **Customer**, who has control over other the use of the **Cloud Service,** including submitting **Order Forms,** purchasing or enabling **Third-party Application,** creating, monitoring, modifying, changing permissions or deleting **Users.**

“**Affiliate**” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“**Agreement**” means this ERP.net Cloud Platform User Agreement.

**“Authorized User”** means any individual to whom **Customer** grants access authorization to use the **Cloud Service** that is an employee, agent, contractor or representative of Customer, Customer's Affiliates, and/or Customer’s and Customer’s Affiliates’ Business Partners.

“**Beta Services**” means services or functionality that may be made available to **Customer** to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

**“Bug”** means any failure of the **Services** that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as **Bugs** at the discretion of **ERP.net** (typically, when the **Services** does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore). Any failures, arising from **Beta Services**, would not be treated as **Bugs**.

“**Bundle**” means a collection of custom objects, scripts, data, or modification of standard objects, created by Third-Party, that connects and integrate ERP.net cloud platform in a way, that it becomes an integral part of the final product (Bundle).

**“Business Partner”** means a legal entity that requires use of a **Cloud Service** in connection with **Customer**’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of **Customer**.

**“Cloud Materials”** mean any materials provided or developed by **ERP.net** (independently or with **Customer**’s cooperation) in the course of performance under the **Agreement**, including in the delivery of any support or Consulting Services to **Customer**. **Cloud Materials** do not include the **Customer Data**, **Customer Confidential Information** or the **Cloud Service**.

**“Cloud Service”** means any distinct, license-based, hosted, supported and operated on demand solution provided by **ERP.net** under an **Order Form**.

**“Consulting Services”** means professional services, such as implementation, configuration, custom development and training, performed by ERP’s employees or subcontractors as described in any **Order Form** and which may be governed by the **Supplement**.

“**Customer Data**” means electronic data and information submitted by or for **Customer** to the **Services**.

“**Customer**” means in the case of an individual accepting this **Agreement** on their own behalf, such individual, or in the case of an individual accepting this **Agreement** on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this **Agreement**, and **Affiliates** of that company or entity (for so long as they remain Affiliates) which have entered into **Order Forms**.

“**Documentation**” means the applicable Service’s Trust and Compliance documentation accessible at [Documentation page](#Hyperlinks) and its usage guides and policies, as updated from time to time.

“**Fees**” – means the sum of all accumulated License Fees, Transaction Fees and the Additional Fees.

“**Free Services**” means Services that **ERP.net** makes available to **Customer** and **Users** free of charge. **Free Services** exclude Services offered as a free trial and **Purchased Services**.

“**Hyperlinks**” means links to web pages placed in text of this **Agreement**, in order to facilitate the readers and the **Customers**, containing **Documentation** and additional information. In view of the dynamic nature and possible frequent changes, any changes in these **Hyperlinks**, as well as any other links to web pages in this **Agreement**, are not considered to be a change or modification of the same. Some of the **Hyperlinks** used in this Agreement**:**

- **Main page** – https://[www.erp.net](http://www.erp.net);
- **Resellers web page - [**https://www.erp.net/links/resellers](https://www.erp.net/links/resellers)**;
- **Help Page - [**https://www.erp.net/links/help](https://www.erp.net/links/help)**;
- **Marketplace page** - <https://www.erp.net/marketplace>;
- **Billing e**-**mail – [[e-mail]**](mailto:[e-mail])**
- **Documentation page - [**http://docs.erp.net/](http://docs.erp.net/)**
- **Privacy and DPA page** – <https://www.erp.net/privacy>;

“**Malicious Code**” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“**Marketplace**” means the official marketplace for applications and modules, hosted by ERP.net on [Marketplace page](#Hyperlinks), that interoperate with the **Services**.

“**Third-party Application**” means a Web-based, mobile, offline or other software application functionality that interoperates with a **Service**, that is provided by **Customer** or a third party and/or listed on a **Marketplace**. **Third-party Application**, other than those obtained or provided by **Customer**, will be identifiable as such.

“**Open Source Software**” means any software that is subject to terms that, as a condition of access, use, copying, modification or redistribution, require such software or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU Affero General Public License, GNU General Public License or GNU Lesser/Library GPL.

“**Order Form**” means an ordering document or online order specifying the **Services** to be provided hereunder that is entered into between **Customer** and **ERP.net** or any of their Affiliates, including any supplements thereto. By entering into an **Order Form** hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

**“Professional Services”** means the general consulting, implementation and/or training services to be provided to **Customer** pursuant to the terms hereof.

“**Purchased Services**” means **Services** that **Customer** or **Customer’s** **Affiliate** purchases under an **Order Form** or online purchasing portal, as distinguished from **Free Services** or those provided pursuant to a free trial.

**“Reseller”** means an entity authorized by **ERP.net** to resell or licenses for **Cloud Service** or **Bundles** under this agreement.

“**Services**” means the products and services that are ordered by **Customer** under an **Order Form** or online purchasing portal or provided to **Customer** free of charge (as applicable) or under a free trial and made available online by **ERP.net**. “Services” exclude **Third-party Application**.

**“Agreement Term”** means the term of this **Agreement**, identified in the applicable **Order Form**, including all renewals.**

**“Supplement”** means the supplemental terms and conditions that apply to the **Cloud Service** and that are incorporated in an **Order Form**.

**“Support Services”** means the supplemental, technical support services to be provided to **Customer** for the **Cloud Service** pursuant to the terms hereof. **Support Services** are subject to additional fees.

**“Unforeseen events or actions” means, but not limited to:**

- Factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);
- That result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
- Any use of a Service after we advised for it’s modification, if Customer did not modify it as advised;
- During or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by us);
- That result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
- That result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service (for example, attempts to perform operations that are not supported) or inconsistent with our published guidance;
- That result from faulty input, instructions, or arguments (for example, requests to access files that do not exist);
- That result from your attempts to perform operations that exceed prescribed quotas or that resulted from our throttling of suspected abusive behaviour;

**“Usage Metric”** means the standard of measurement for determining the permitted use and calculating the fees due for a **Cloud Service** as set forth in an **Order Form**.

“**User**” means, in the case of an individual accepting these terms on their own behalf, such individual. In the case of an individual accepting this **Agreement** on behalf of a company or other legal entity, user is an individual who is authorized by **Customer** to use a **Service**, for whom **Customer** has purchased a license (or in the case of any Services provided by **ERP.net** without charge, for whom a **Service** has been provisioned), and to whom **Customer** (or, when applicable, **ERP.net** at Customer’s request) has supplied a user identification and password (for **Services** utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of **Customer**, and third parties with which **Customer** transacts business.
# Terms of the Agreement
## Services
Subject to the terms and conditions of this **Agreement**, **Customer** shall have the non-exclusive, worldwide, limited right to use the **Cloud Service**, **Support Services** and **Professional Services** ordered by **Customer** (collectively, the “**Services**”) during the applicable period set forth in **Customer’s** **Order Form** solely for the internal business operations of **Customer**. **Customer** may allow its **Users** to use the **Services** for this purpose, and **Customer** is responsible for their compliance with this **Agreement** and **Customer’s** applicable **Order Form**. The terms of this **Agreement** shall also apply to updates and upgrades subsequently provided by **ERP.net** to **Customer** for the **Cloud Service**.
## Order Forms
The **Services** shall be ordered by **Customer** pursuant to **Order Forms**. Each **Order Form** shall include at a minimum a listing of the **Cloud Service** and any **Support Services** and/or **Professional Services** being ordered and the associated fees. Except as otherwise provided on the **Order Form**, or this **Agreement**, once placed, each **Order Form** is non-cancellable, and all sums paid are non-refundable. If **Customer** exceeds the quantity of **Services** ordered, then **Customer** promptly must purchase and pay fees for the excess quantity.

Any one of **Customer’s** **Affiliates** may also order **Services** under this **Agreement** by submitting an **Order Form**, signed by such subsidiary and **ERP.net**, and agreeing to be bound by the terms of this **Agreement**.
## Acceptance
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox), use or access a **Cloud Services**, or you fill and submit **Order Form**, whichever is earlier (the “Date”). This Agreement does not have to be signed in order to be binding. You indicate your assent to this Agreement by clicking “I agree” (or similar button or checkbox) at the time you register for a **Cloud Services**, create a **Cloud Services** account, or place an **Order** **Form**. For **Free Services**, you also indicate your assent to this Agreement by accessing or using the applicable **Free Service**.  

If you are accepting on behalf of your employer or another entity, you represent and warrant that:

- you have full legal authority to bind your employer or such entity to this Agreement;
- you have read and understand this Agreement;
- you agree to this Agreement on behalf of the party that you represent.

If you don’t have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox) that is presented to you.

If you sign up for a cloud product using an email address from your employer or another entity, then (a) you will be deemed to represent such party, (b) your click to accept will bind your employer or that entity to these terms, and (c) the word “you” in these terms will refer to your employer or that entity.
## Changes to the Terms
The Effective Date of this **Agreement** is set forth at the top of this **Agreement**.  As we add new features, we may revise or supplement this **Agreement**.  We will provide you with advance notice of material revisions to this **Agreement**. We will not make revisions that have a retroactive effect unless we are legally required to do so or to protect other **Users** of the **Services**.  Your continued use of the **Services** after the **Effective Date** constitutes your acceptance of this **Agreement**, as amended.  As of the **Effective Date**, the amended **Agreement** supersedes all previous versions of or **Agreements**, notices or statements about this **Agreement**.
## Additional terms
Certain features of the **Services** may be subject to additional terms (“**Supplement**”) presented in conjunction with them. Regardless of how they are presented to you, you must agree to **Supplements** before using the features of the **Services** to which they apply. Unless otherwise specified in the **Supplements**, all additional terms are incorporated into this **Agreement**. If you do not agree to the **Supplements**, then you may not use the **Services** to which they relate. This **Agreement** and the **Supplements** apply equally but, if any additional term is inconsistent with any provision of this **Agreement**, the additional term will prevail for the **Services** to which the additional terms apply.
# Customer rights and responsibilities
## Rights
### Access to Cloud Services.
Subject to the **Agreement** and during the applicable **Agreement Term**, **Customer** may access and use the **Cloud Services** for their own business purposes or personal use, as applicable, all in accordance with the **Agreement**, the applicable **Order Form** and the **Documentation**. The rights granted to the **Customer** in this section are non-exclusive, non-sublicensable and non-transferable.
### Support.
During the **Agreement Term**, **ERP.net** will provide Support for the **Cloud Services** in accordance with section 6.2., and the applicable **Order Form**.
### Beta Services.
From time to time, **ERP.net** may make **Beta Services** available to **Customer** at no charge, or at **ERP.net** sole discretion, reduce the price for a limited time period, for some or all **Services**. **Customer** may choose to try such **Beta Services** or not in its sole discretion.
### Free Trial
If **Customer** registers on **ERP.net**’s or an **Affiliate’s** website for a free trial, **ERP.net** will make the applicable **Service**(s) available to **Customer** on a trial basis free of charge until the earlier of (a) the end of the free trial period for which **Customer** registered to use the applicable **Service**(s), or (b) the start date of any **Purchased** **Service** ordered by **Customer** for such **Service**(s), or (c) termination by **ERP.net** in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this **Agreement** by reference and are legally binding.
### Free Services
**ERP.net** may make **Free Services** available to **Customer**. Use of **Free Services** is subject to the terms and conditions of this **Agreement**. In the event of a conflict between this section and any other portion of this **Agreement**, this section shall prevail. **Free Services** are provided to **Customer** without charge up to certain limits as described in the **Documentation**. Usage over these limits requires **Customer**’s purchase of additional resources or services. **Customer** agrees that **ERP.net**, in its sole discretion and for any or no reason, may terminate **Customer**’s access to the **Free Services** or any part thereof. **Customer** agrees that any termination of **Customer**’s access to the **Free Services** may be without prior notice, and **Customer** agrees that **ERP.net** will not be liable to **Customer** or any **Third-party** for such termination. **Customer** is solely responsible for exporting **Customer Data** from the **Free Services** prior to termination of **Customer**’s access to the **Free Services** for any reason, provided that if **ERP.net** terminates **Customer**’s account, except as required by law **ERP.net** will provide **Customer** a reasonable opportunity to retrieve its Data.
## Responsibilities
### General Usage Restrictions
**Customer** may not, may not cause or permit others to: (a) use the **Services** to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking, availability or performance testing of the **Services**; or (c) perform or disclose any performance or vulnerability testing of the **Services** without **ERP.net**’s prior written approval, perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking, remote access or penetration testing of the **Services**.

**Customer** may not, and may not cause or permit others to: use **Malicious Code**, modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the **Services** (including data structures or similar materials produced by programs) or license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the **Services** to any third party except as permitted by this **Agreement** or **Order Form**.
### Data protection
Unless specifically included in the **Order Forms**, the **Customer** must not use the **Cloud Service** to store or process any sensitive or special categories of data that imposes specific data security or data protection obligations on **ERP.net** in addition to or different from those specified or referenced in the **Order Forms** for the **Services.**
### Verification of Use
**Customer** will monitor its own use of the **Cloud Services** and report any use in excess of the **Usage Metrics** and volume. **ERP.net** may monitor use to verify compliance with **Usage Metrics**, volume and the **Agreement**.
## Security
### Responsibility
**Administrators** and **Customer** must require that all **Users** keep their user IDs and passwords for the **Cloud Services** strictly confidential and do not share such information with any unauthorized person. **User** IDs are granted to individual, named persons and may not be shared. You are responsible for any and all actions taken using **User** Accounts and passwords, and you agree to immediately notify us of any unauthorized use of which you become aware.
### Age Requirement for Users
The **Cloud Services** are not intended for, and should not be used by, anyone under the age of 16. You are responsible for ensuring that all **Users** are at least 16 years old.
# User Management
## Administrators
Through the **Cloud Services**, **Customer** should specify certain **User/s** as **Administrators**, who will have important rights and controls over the use of **Cloud Services** and **User** Accounts. This may include submitting **Order Forms** or enabling **Third-party Application**, creating, de-provisioning, monitoring or modifying **User** Accounts, and setting **User** usage permissions; and managing access to Data by **Users** or others. Without limiting Section 5.3 (Responsibility for **Users**), you are responsible for whom you allow to become **Administrators** and any actions they take, including as described above. You agree that **ERP.net** responsibilities do not extend to the internal management or administration of the **Cloud Services** for you.

The appointment of an **Administrator** does not in any way limit the liability of the **Customer**. In case of violation of this **Agreement**, the **Administrator/s** and the **Customer** are jointly and severally liable.
## Resellers
For buying and upgrading the **Services**, as also bug fixes and support, the **Customer** may either work with an **ERP.net Resellers** as the main point of contact, or work with **ERP.net** directly.

If the **Customer** decides to work with an **ERP.net Resellers**, **ERP.net** will subcontract services to the **Reseller**, who becomes the main point of contact of the **Customer**. The **Reseller** may contact **ERP.net** on behalf of the **Customer** for assistance regarding standard features of the **Cloud Services**.
### Acceptance of Terms
**Resellers** will perform certain functions associated with the purchase, activation, support and management of **Cloud Services**. Each **Customer** must accept this **Agreement** to order **Cloud Services** from **Resellers**. If **ERP.net** updates the **Cloud Services,** then **Customer** must accept the new **Cloud Services** at or before renewal of their **Agreement Term**. If **Customer** does not accept the terms of the **Cloud Services**, **Resellers** shall be liable to **ERP.net** for any costs and damages incurred by **ERP.net** as a result of such failure.
### Buying thru a Reseller
Every **Customer** who buys a **Cloud Service** through **Resellers** should verify whether they are part of the official lists of licensed **Resellers** located on the [Reseller web page](#Hyperlinks). **ERP.net** is not liable for any damages caused to the **Customer** by unregistered **Reseller**.
### Liability
Any additional **Services**, including support, account management, **Bundles** and special offers are provided according to the additional rules for **Resellers** located on the **ERP.net** [Reseller web page](#Hyperlinks). The **ERP.net** limits its liability for any actions and omissions of a **Reseller**, subject to the limitations in section 12, and may, at their discretion, assist a **Customer** in resolving the issue.
### Resellers as Administrators
If **Customer** order **Cloud Services** through a **Reseller**, then the **Customer** is responsible for determining whether the **Reseller** may serve as an **Administrator** and for any related rights or obligations in the applicable agreement with the **Reseller**.  As between **Customer** and **ERP.net**, you are solely responsible for any access by **Reseller** to your accounts or your other User Accounts.
## Responsibility for Users
Some **Cloud Services** require **Users** to be designated by **Administrators** and some may allow **Users** to invite other **Users**. The appointed **Administrator** is responsible for understanding the settings and controls for each **Cloud Service** you use and for controlling whom you allow to become a **User**. If payment is required for **Users** to use or access a **Cloud Services**, then we are only required to provide the **Cloud Services** to those **Users** for whom you have paid the applicable fees, and only such **Users** are permitted to access and use the **Cloud Services**. Some **Cloud Services** may allow you to designate different types of **Users**, in which case pricing and functionality may vary according to the type of **User**. You are responsible for compliance with this **Agreement** by all **Users**, including for any payment obligations. You are responsible for the activities of all **Users**, including **Order Forms** they may place and how **Users** use Your Data, even if those **Users** are not from your organization or domain. The **Administrator** and the **Customer** are directly responsible for any damages resulting from **User** activity.
# Platform rights and responsibilities
## System Availability
### Service Level Commitment
**ERP.net** commits to provide 99.5% uptime with respect to the **Customer**’s **Service** during each calendar month of the **Agreement Term**, excluding regular maintenance times and **Unforeseen events or actions**.

If in any calendar month this uptime commitment is not met by **ERP.net** and **Customer** was negatively impacted (i.e., attempted to log into or access the **Service** and failed due to the unscheduled downtime of the **Service**), **ERP.net** shall provide, as the sole and exclusive remedy, a credit note equal to 50% of a monthly fee for the use of the **Service**.
### Scheduled and Unscheduled Maintenance
**Scheduled maintenance** times does not count as downtime. **Unscheduled Maintenance** will be counted against the uptime guarantee unless such maintenance is preformed when it’s necessary to ensure a higher level of security and stability of the **Services**.
#### *Scheduled Maintenance*
Maintenance time is scheduled if it is communicated with an **Administrator** at least two full business days in advance of the maintenance time. Scheduled maintenance time typically is communicated at least 3 to 4 days in advance, scheduled to occur at night on the weekend. Scheduled maintenance is performed once or twice a year.
#### *Unscheduled Maintenance*
**ERP.net** in its sole discretion may take the **Service** down for Unscheduled maintenance and in that event will attempt to notify **Customer** and/or **Administrator** in advance. Unscheduled Maintenance, which is performed when it’s necessary to ensure a higher level of security and stability of the **Services** will be typically scheduled to occur at night - 10:00 pm - 12:30 am, based on the time zone of the **Cloud Server** location, chosen by **Administrator** or **Customer** in the **Order Form**, and should not exceed one hour.
### Postponement of an update
Depending on the **Support Services** and **Usage Limits**, specified in the **Order Forms** by the **Customer**, **ERP.net** offers shared or private servers to its **Customers**.

**Customers** who use shared servers do not have the opportunity to postpone scheduled upgrades and such are done according to the information on the official site and by the terms in Section 6.1.2.

**Customer** with private servers have the option to postpone the update. The updates can be postponed only once and for maximum 1 (one) month. **Customer** should open a support ticket, based on the procedure in Section 6.2., indicating the period for which the update should be postponed.

Non-updated servers pose security and maintenance risks, therefore **ERP.net** cannot guarantee the normal operation or full functionality of the system during this time. **ERP.net** will not be responsible, during this period, for any data leaks, security problems, system malfunction or difficulties accessing the **Cloud Services**.
### Credit note request
In order to receive a credit note under this service level commitment, **Customer** must request it simply by emailing [**ERP.net** **billing e-mail**](#Hyperlinks), no later than five days after the end of the applicable month. If **Customer** submits a credit request and does not receive a prompt automated response indicating that the request was received, **Customer** must resubmit the request because the submission was not properly received and will not result in a credit. The issued credit note is automatically deducted from the next monthly invoice. **ERP.net** shall calculate any service level downtime using **ERP.net**’s system logs and other records.
### Refusal of credit
**ERP.net** reserves the right to refuse to issue a credit note in case any of the following conditions are not met:

- At the time of the system unavailability, the **Customer** should not be in default or past due any of the payments to **ERP.net** or their **Affiliates**.
- Customer should not have breached any of the contractual obligation before or after the system unavailability.
## Support.
### Bugs and problems
For the duration of this **Agreement**, **ERP.net** commits to making all reasonable efforts to remedy any **Bug** of the **Cloud Services** submitted by the **Customer** through the appropriate channel (typically, the web form or phone numbers listed on the [Help page](#Hyperlinks), or when working with a **Reseller**, the channel provided by them), and to start handling such **Customer** submissions within 2 business days.

The period of 2 business days starts from the moment when a complete and detailed report about the **Bug/s** is provided, which should have a minimum information about: (a) what functionality was used, (b) what was the intended result, (c) what are the steps that were taken before the problem occurred, (d) what was the status of the user who tried to perform the action.

As soon as the **Bug** is fixed an appropriate remedy will be communicated to the **Customer**. Both parties acknowledge that as specified in the license of the **Cloud Services** and in Section 12 of this **Agreement**, **ERP.net** cannot be held liable for **Bugs** in the **Cloud Services**.
### Scope
For the duration of this **Agreement**, the **Customer** may open up to 10 (ten) support tickets per month for each **instance of Cloud Platform** they have**,** free of charge. The support tickets should cover questions regarding **Bugs** or Performance and Connectivity issues.

Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate **Support services** **Agreement**. In case it’s not clear, if a request is covered by this **Agreement**, the decision is at the discretion of **ERP.net**.
### Availability
Tickets can be submitted via the web form or phone numbers listed on [Help page](#Hyperlinks). If a **Customer** is working with a **Reseller**, they can also send tickets thru the channel provided by the **Reseller**, subject to their working hours.
## Third-Party developers
### Third-party’s** products and services
**ERP.net** or **Third-party** may make available (for example, through the **Marketplace** or otherwise) **Third-party** products or services, including, for example, **Third-party Applications** and implementation and other **Consulting services**. Any acquisition by **Customer** of such products or services, and any exchange of data between **Customer** and any **Third-party’s** product or service is solely between **Customer** and the applicable **Third-party**. **ERP.net** does not warrant or support **Third-party Applications** or other **Third-party** products or services, whether or not they are designated by **ERP.net** as “certified” or otherwise, unless expressly provided otherwise in an **Order Form**. **ERP.net** is not responsible for any disclosure, modification or deletion of **Customer Data** resulting from access by such **Third-party Application** or its provider.
### Integration with Third-party Applications.
The **Services** may contain features designed to interoperate with **Third-party Applications**. **ERP.net** cannot guarantee the continued availability of such **Service** features and may cease providing them without entitling **Customer** to any refund, credit, or other compensation, if for example and without limitation, the provider of a **Third-party Application** ceases to make the **Third-party Application** available for interoperation with the corresponding **Service** features in a manner acceptable to **ERP.net**.
### Removal of Content and Third-party Applications.
If **Customer** receives notice that **Third-party Application** must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, **Customer** will promptly do so. If **Customer** does not take required action in accordance with the above, or if in **ERP.net’s** judgment continued violation is likely to reoccur, **ERP.net** may disable the applicable **Service** and/or **Third-party Application**. If requested by **ERP.net**, **Customer** shall confirm such deletion and discontinuance of use in writing and **ERP.net** shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if **ERP.net** is required by any third-party rights holder to remove content or receives information that content provided to **Customer** may violate applicable law or third-party rights, **ERP.net** may discontinue **Customer’s** access to content through the **Services**.
### Marketplace apps and tools
**ERP.net** offers applications developed by them or by third-parties through its **official Marketplace**, which are certified and have met the minimum requirements for working with **Cloud services** and software. However, each **Customer** has the right to use applications in conjunction with **Cloud services** that are not downloaded from the **Marketplace**, and **Customer** guarantees that they and their work with them will not violate the rules of this **Agreement**.

**ERP.net** certifies the various applications so that the **Customer** can choose safe and reliable applications for their work process. **ERP.net** ensures that the applications uploaded to the **Marketplace** (class A) meet the minimum requirements for security and reliability, and that they do not collect unnecessary information about the **Customer**. All applications that are not in class A are uncertified and **ERP.net** does not give any guarantees or warranties if the **Customer** chooses to integrate such applications in its work.
# Use and restriction of the platform
## Usage Limits
**Services​** are subject to usage limits specified in **Order Forms** and **Documentation**. If **Customer** exceeds a contractual usage limit, **ERP.net** may work with **Customer** to seek to reduce **Customer’s** usage so that it conforms to that limit. If, notwithstanding **ERP.net’s** efforts, **Customer** is unable or unwilling to abide by a contractual usage limit, **Customer** will execute an **Order Form** for additional quantities of the applicable **Services** promptly upon **ERP.net’s** request, and/or pay any invoice for excess usage in accordance with the “**Invoicing and Payment**” section below.

The use of one **User** account by several different **Users** is expressly prohibited and will be considered a gross violation of this **Agreement**, which may result in termination of all **Services** without notice. This limit doesn’t apply for **Business Partners** accounts. If a **Business Partner** should access the system, a request for this is submitted through the platform and a **Business Partner** account of the given legal entity is created, which can be accessed by several **Users**.

Additionally, the **ERP.net** may, at its discretion, provide **Free services** under section 4.1.5. to **Customer** who they consider that is classified for them according to the internal **ERP.net** rules (universities, non-governmental organizations, churches). In such cases, the usage is limited to the resources that the **ERP.net** has decided to provide free of charge and according to the constraints it deems appropriate for the need of the **Customer,** stated in the **Order Form**.
### Different type of usage limits
**Session Based** – this is a type of limitation that entitles the **Customer** to use the **Cloud Service** by **User** sessions, regardless of who the individual **User** is. In this case the number of licenses is equal to the number of **User** sessions, which can be performed simultaneously by **Users** of the **Customer,** which means there are no restriction on the number of registered **Users**.

**User Based** – this is a type of limitation that entitles 1 /one/ individual **User**, identified in an **Order Form**, or in another appropriate way, to use the **Cloud Services**. In this case, the number of licenses is equal to the number of individual **Users** who can use the **Cloud Services**, which means there are restriction on the number of registered **Users.**

**Resource Based** – this is a type of limitation that gives the **Customer** the right to use a certain capacity of the **Cloud Services** – until a certain load of resources or monthly quota is reached. After the threshold is reached, all usage shall be billed based on average standard prices (Pay-as-you-go). There may be a hard limit on usage even in the case of Pay-as-you-go usage, stated in the **Order form**, after which the **Cloud Services** will be unavailable.

**Purpose Based** – this is a type of limitation that limits the number of records in one instance of the **Cloud Services** to a certain number or a type (e.g., number of invoices for a month, number of cars, specific type of records etc.)

**Functionality Based** – defines the functional modules or specific functions of the **Cloud Services**, which are subject to the license.

Multiple usage limits may be applied to **Customer**, based on their **Order Form** and personal and business needs.
## Bundles
**Customer** or **Developer,** who has developed an application that integrates and requires a license for the **ERP.net Cloud Platform,** is not allowed to purchase licenses or act as an intermediary or **reseller** of such in order to sell them in a **Bundle**.

In case a **Customer** or a **Developer** wants to make their application available to other **Customers** and **Users**, they can sell it without a license for the **ERP.net Cloud Platform** thru the official **Marketplace** or thru their own channels.

If a **Customer** or a **Developer** wants to offer licenses for the **ERP.net Cloud Platform**, they can sign a **Partnership agreement** and be included in the official **ERP.net** reseller lists. If a **Customer** or a **Developer** wants, independently of the **ERP.net**, to develop apps, and offer them in **Bundles** with **ERP.net Cloud Platform** licenses, they should sign a separate **Developer agreement**.
## Reservation of Rights
Subject to the limited rights expressly granted hereunder, **ERP.net**, its **Affiliates** and its licensors reserve all of their right, title and interest in and to the **Services**, including all of their related intellectual property rights. No rights are granted to **Customer** hereunder other than as expressly set forth herein.
## Ownership of Customer Data
As between **ERP.net** and **Customer**, all title and intellectual property rights in and to the **Customer** **Data** is owned exclusively by **Customer**. **Customer** acknowledges and agrees that in connection with the provision of the **Services**, **ERP.net** may store and maintain **Customer Data** for a period of time consistent with **ERP.net’s** standard business processes for the **Services**. Following expiration or termination of the **Agreement** or a **Customer** account, if applicable, **ERP.net** may deactivate the applicable **Customer** and **User** account(s) and delete any data therein. **Customer** grants **ERP.net** the right to host, use, process, display and transmit **Customer Data** to provide the **Services** pursuant to and in accordance with this **Agreement** and the applicable **Order Form**. **Customer** has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of **Customer Data**, and for obtaining all rights related to **Customer Data** required by **ERP.net** to perform the **Services**.
## ERP.net Intellectual Property Rights
All rights, title and interest in and to the **Services** (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the **Services** provided or developed by **ERP.net**) and anything developed or delivered by or on behalf of **ERP.net** under this **Agreement** are owned exclusively by **ERP.net** or its licensors. Except as provided in this **Agreement**, the rights granted to **Customer** do not convey any rights in the **Services**, express or implied, or ownership in the **Services** or any intellectual property rights thereto. Any rights in the **Services** or **ERP.net’s** intellectual property not expressly granted herein by **ERP.net** are reserved by **ERP.net**.
## Suggestions/Feedback
**Customer** grants **ERP.net** and its **Affiliates** a royalty free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute and incorporate into the **Services** (without attribution of any kind) any suggestions, enhancement request, recommendations, proposals, correction or other feedback or information provided by **Customer** or any **Users** related to the operation or functionality of the **Services** or its **Affiliates’** services.
## Trademark
Except where noticed otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.
# Privacy and Information
## Confidentiality
### Definition of Confidential Information
“Confidential​ Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of **Customer** includes **Customer Data**; Confidential Information of **ERP**.**net** includes the **Services** and the terms and conditions of this **Agreement** and all **Order Forms** (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
### Exceptions
Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional **ERP.net** services.
### Protection of Confidential Information
As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care).

Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of five years from the date of the disclosing party’s disclosure of the **Confidential Information** to the receiving party; however, **ERP.net** will protect the confidentiality of **Customer Data** residing in the **Cloud Service** for as long as such information resides in the **Cloud Service**. Each party may disclose **Confidential Information** only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this **Agreement**, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law. **ERP.net** will protect the confidentiality of **Customer Data** residing in the **Services** in accordance with the **ERP.net** security practices applicable to **Customer**’s **Order Form** as described in this **Agreement** or such **Order Form**.

Notwithstanding the foregoing, **ERP.net** may disclose the terms of this **Agreement** and any applicable **Order Form** to a subcontractor or **Third-party Developer** to the extent necessary to perform **ERP.net**’s obligations under this **Agreement**, under terms of confidentiality materially as protective as set forth herein.
### Compelled Disclosure
The​ Receiving Party may disclose **Confidential Information** of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
### Publicity
Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that **Customer** agrees that **ERP.net** may use **Customer's** name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of **ERP.net's** marketing efforts (including reference calls and stories, press testimonials, site visits). **Customer** agrees that **ERP.net** may share information on **Customer** with its **Affiliates** for marketing and other business purposes and that it has secured appropriate authorizations to share **Customer** employee contact information with **ERP.net**.
### Return of Information
Upon written request, **Customer** will promptly return or destroy (and certify such destruction in writing) all Confidential Information in its possession. 
## Data protection
### Protection of Customer Data
**ERP.net** will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of **Customer Data**, as described in the **Documentation**. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of **Customer Data** (other than by **Customer or Users**). Except with respect to a free trial, the terms of the data processing addendum at [**Privacy and DPA page](#Hyperlinks)** are hereby incorporated by reference and shall apply to the extent **Customer Data** includes Personal Data, as defined in the DPA. To​ the extent **Personal Data** from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by us, **ERP.net** will not transfer personal data outside of EU, except in cases where that was explicitly demanded by the **Customer** or where it’s strictly necessary for the performance of the **Service**.​ In case of a data transfer outside of EEA in case there’s no Adequacy decision under art. 45 GDPR for this country/territory, the **Customer** agrees to a Standard Contractual Clauses,​ where **Customer** and its applicable **Affiliates** are each the data exporter, and **Customer's**​ acceptance of this **Agreement**, and an applicable **Affiliate's** execution of an **Order Form**, shall be treated as its​ execution of​ the Standard Contractual Clauses and Appendices.
### Processing of Personal Data
The parties acknowledge that the **Customer’s** database may contain **Personal Data**, for which the **Customer** is the Controller. This data will be processed by **ERP.net** the **Customer** instructs so, or if the **Customer** transfers their database or a part of their database to **ERP.net** for any reason pertaining to this **Agreement**.

This processing will be performed in conformance with Data Protection Legislation. In particular, **ERP.net** commits to:

- only process the **Personal Data** when and as instructed by the **Customer**, and for the purpose of performing one of the **Services** under this **Agreement**, unless required by law to do so, in which case **ERP.net** will provide prior notice to the **Customer**, unless the law forbids it;
- ensure that all persons within **ERP.net** authorised to process the Personal Data have committed themselves to confidentiality;
- implement and maintain appropriate technical and organizational measures to protect the **Personal Data** against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure;
- forward promptly to the **Customer** any Data Protection request that was submitted to **ERP.net** with regard to the **Customer’s** database;
- notify the **Customer** promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the **Personal Data**;
- notify the **Customer** if the processing instructions infringe applicable Data Protection

Legislation, in the opinion of **ERP.net**;

- make available to the **Customer** all information necessary to demonstrate compliance with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the **Customer**;

**Customer** agrees to provide **ERP.net** with accurate contact information at all times, as necessary to notify the **Customer’s** Data Protection responsible.
### Subprocessors
The **Customer** acknowledges and agrees that in order to provide the **Services**, **ERP.net** may use third-party service providers (Subprocessors) to process Personal Data. **ERP.net** commits to only use Subprocessors in compliance with Data Protection Legislation. This use will be covered by a contract between **ERP.net** and the Subprocessor that provides guarantees to that effect.
### Transmission of Data
**Customer** understands that the technical processing and transmission of **Customer’s** Electronic Communications is fundamentally necessary to use of the **Cloud Service**. Customer is responsible for cable or another Internet connection and up to date “browser” software in order to utilize the **Cloud Service**. **Customer** expressly consents to **ERP.net**’s interception and storage of Electronic Communications and/or **Customer Data** as needed to provide the **Services** hereunder, and **Customer** acknowledges and understands that **Customer’s** Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by **ERP.net**. **Customer** further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Without limiting **ERP.net**’s applicable obligations under this **Agreement**, **ERP.net** is not responsible for any Electronic Communications and/or **Customer Data** which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by **ERP.net**, including, but not limited to, the Internet and **Customer’s** local network.
### Access to Customer Data
Upon request by **Customer** made within 30 days after the effective date of termination or expiration of this Agreement, **ERP.net**​ will make **Customer​ Data** available to **Customer**​ for export or download as provided in the **Documentation**. After such 30-day period, **ERP.net**​ will have no obligation to maintain or provide any **Customer​ Data**, and as provided in the **Documentation** will thereafter delete or destroy all copies of **Customer​ Data** in its systems or otherwise in its possession or control, unless legally prohibited.

During the **Agreement Term**, **Customer** can access its **Customer Data** at any time. **Customer** may export and retrieve its **Customer Data** in a standard format. Export and retrieval may be subject to technical limitations, in which case **ERP.net** and **Customer** will find a reasonable method to allow **Customer** access to **Customer Data**. Before the **Agreement Term** expires, **Customer** may use **ERP.net**’s API (Application Programming Interface) endpoint to perform a final export of **Customer Data** from the **Cloud Service**.

In the event of third-party legal proceedings relating to the **Customer Data**, **ERP.net** will cooperate with **Customer** and comply with applicable law (both at **Customer’s** expense) with respect to handling of the **Customer Data**.
# Invoices and Payment
## Billing Models
Billing Models are different approaches for pricing and charging a **Customer** based on their needs, use of the **Services**, and purchased licenses. **ERP.net** offers three types of **Billing Models** for their **Customers**. **Billing Models** are applied to the different **Usage limits** (see [**Section 7.1.1**](#_Different_type_of)). Depending on the details specified in the **Order Form** one **Billing Model** can be applied to all **Usage limits** or different **Billing Models** can be chosen for specific **Usage limits**.
### Types of Billing Models
**Subscription Billing Model** – You commit in advance to purchase a specific quantity of **Services** for use during the **Agreement Term** and to pay upfront or on a periodic basis in advance of use. Committed quantities not used during the month will expire at the end of it.

**Usage Billing Models** (Pay-As-You-Go) – You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis specified in the **Order Form**.

**Combined billing model** (Pay-As-You-Grow) – This model combines the above two and it’s applies exceptionally to certain usage limits. **Customer** commits to specific quantity, which is paid upfront every month (**Subscription Model**). In case the **Customer**'s needs exceed this quantity, they are charged based on certain unit of cost (**Usage Model**). In the begging of each month **Customer** is billed for all over-usage from the past month and the applicable fee for the next.
### Pre-set restrictions
With respect to **ERP.net Cloud Services**, when **Customer** has chosen the **Subscription Billing Model** for a specific **Usage limit**, all additional or other usage (for example, usage beyond **Customer’s** commitment quantity) may be transformed to a **Combined Billing Model** for that particular period of over usage or for the remaining of the **Agreement Term**.
### Default Billing Model
Unless​ otherwise provided in the applicable **Order Form** or **Documentation**, the **Subscription Billing Model** should apply to the **Purchased Services** and their **Usage limits** for the **Agreement Term** stated in the applicable **Order Form** or in the applicable online purchasing portal.

**Customer** can make a request for different combinations of **Usage limits** and **Billing Models**, but **ERP.net** reserves the right to prepare a personal offer that may better meet the needs of the **Customer**.
## Agreement Term
##
Regardless of the date on which the **Order Form** is submitted, the **Subscription TermAgreement Term** starts only on the 1st of the month. , and Aall days during which the **Service** was used in the first month are credited to the invoice for the next full month of using the **Services**. This **Agreement** is valid for the **Order Forms** which this **Agreement** accompanies. The​ **Agreement Term** term forof alleach **Purchased** **Services** subscription shall be as specified in the applicable **Order Form**.
## Pricing and PaymentRecurring Billing
**Customer** will provide **ERP.net** with valid and updated bank card information, or with a valid purchase order or alternative document reasonably acceptable to **ERP.net**. If **Customer** provides bank card (credit card, debit card, virtual card etc.) information to **ERP.net**, **Customer** authorizes **ERP.net** to charge such bank card for all **Purchased Services** listed in the **Order Form** for the initial **Agreement Term** and any renewal **Agreement Term**(s).

Such charges shall be made either monthly or in accordance with any different billing frequency stated in **Order Form**. In case of monthly billing and based on the **Billing Models** chosen, such charges will be made:

- In case of **Subscription Billing Model** – on the 1st for the advance use for next month;
- In case of **Usage Billing Models** – on the 1st for the use generated for the previous month;
- In case of **Combined billing model** – on the 1st for the advanced and used quantities;

If the **Order Form** specifies that payment will be by a method other than a bank card, **ERP.net** will invoice **Customer** in advance and otherwise in accordance with the relevant **Order Form**. Unless otherwise stated in the **Order Form**, invoiced fees are due net 15 days from the invoice date. **Customer** is responsible for providing complete and accurate billing and contact information to **ERP.net** and notifying **ERP.net** of any changes to such information.

**Customer** agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by **ERP.net** regarding future functionality or features.
## Renewal
The​ term of each subscription shall be as specified in the applicable **Order Form**. Except as otherwise specified in an **Order Form**, the **Agreement Term** will automatically renew for additional periods equal to the expiring **Agreement Term** or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant **Agreement Term**. Except as expressly provided in the applicable **Order Form**, renewal of promotional or one-time prices will be at **ERP.net**’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which **Purchased Services** subscription volume or **Agreement Term** length for any **Services** has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

## Price Changes
Prices are subject to change to the prices in effect at the start of a new **Agreement Term** either by submitting **Order Form** or by automatic renewal under section 9.4. **ERP.net** reserves the right to make any corrections to prices quoted due to clerical errors or errors of omission. In the event of any specific requirements (including without limitation specification, ordered quantity, or increased usage) representing a price increase, **Customer** will be notified and afforded an opportunity, within 7 days, to renounce the price changes, or to disputes them according to the rules of section 9.8.1. In an event, that **Customer** fails to renounce the price increase in the given timespan, they will be billed automatically, based on the higher rate, for the duration of the **Agreement Term.**
## No Refunds
All amounts are non-refundable, non-cancellable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.
## Overdue Charges
If any invoiced amount is not received by **ERP.net** by the due date, then without limiting **ERP.net**’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) **ERP.net** may condition future subscription renewals and **Order Forms** on payment terms, shorter than those specified in this section.
## Suspension of Service and Acceleration
If any charge owing by **Customer** under this or any other **Agreement** for **Services** is 30 days or more overdue, (or 10 or more days overdue in the case of amounts **Customer** has authorized **ERP.net** to charge to **Customer’s** bank card), **ERP.net** may, without limiting its other rights and remedies, accelerate **Customer’s** unpaid fee obligations under such **Agreements** so that all such obligations become immediately due and payable, and suspend **Services** until such amounts are paid in full, provided that, other than for **Customers** paying by credit card or direct debit whose payment has been declined, **ERP.net** will give **Customer** at least 10 days prior notice that its account is overdue before suspending services to **Customer**.
### Payment Disputes
**ERP.net** will not exercise its rights in the sections above if **Customer** is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
## Fees
**Customer** will pay all **Fees** specified in **Order Forms**. Except as otherwise specified herein or in an **Order Form**, (i) **Fees** are based on **Purchased** **Services** and the chosen **Billing Models**subscriptions purchased and not actual usage, (ii) payment obligations are non-cancellable and **Fees** paid are non-refundable, and (iii) when applicable, quantities purchased cannot be decreased during the relevant **Agreement Term**.

**Customer** will pay the **Fees** applicable to the **Purchased Services** and the **Billing Models** your subscription to **Services** (“**License Fees**”) and any other **Fees**, including but not limited to **Fees** relating to currency conversion, bank charges, transfer charges and any related payment transaction charges (“**Transaction Fees**”), and any **Fees** relating to your purchase or use of any services such as App, Marketplace purchases, or Third-Party Services (“**Additional Fees**”).

**License Fees** are paid based on the applicable **Billing Models** paid in advance and will be billed in as stated in [Ssection 9.3 – Pricing and Payment](#_Pricing_and_Payment)2. **Transaction Fees** and **Additional Fees** will be charged from time to time at **ERP.net**’s discretion. You will be charged on each **Agreement Term** for all outstanding **Fees** that have not previously been charged. **Fees** will appear on an invoice, which will be sent to the **Customer** and **Administrator**.
## Resellers
If you make any purchases through an authorized partner or reseller of **ERP.net** (**“Reseller”**), instead of paying **ERP.net**, you will pay the applicable amounts to the **Reseller**, as agreed between you and the **Reseller**. We may suspend or terminate your rights to use **Cloud Services** if we do not receive the corresponding payment from the **Reseller**.

Your order details (e.g., the **Cloud Services** you are entitled to use, the number of **Users**, the **Agreement Term**, etc.) will be as stated in the **Order** **Form** placed with us by the **Reseller** on your behalf, and **Reseller** is responsible for the accuracy of any such **Order Form** as communicated to us.

If you are entitled to a refund under this **Agreement**, then unless we otherwise specify, we will refund any applicable **Fees** to the **Reseller** and the **Reseller** will be solely responsible for refunding the appropriate amounts to you.

**Resellers** are not authorized to modify this **Agreement** or make any promises or commitments on our behalf, and we are not bound by any obligations to you other than as set forth.

The amount paid or payable by the **Reseller** to us for your use of the applicable **Cloud Services** under this **Agreement** will be deemed the amount actually paid or payable by you to us under this **Agreement** for purposes of calculating the liability cap.
## No contingencies on other products of future functionality
You acknowledge that the **Cloud Services** and **Additional Services** referenced in an **Order Form** are being purchased separately from any of our other products or services. Payment obligations for any products or services are not contingent on the purchase or use of any of our other services (and for clarity, any purchases of **Cloud Services** and **Additional Services** are separate and not contingent on each other, even if listed on the same **Order Form**). You agree that your purchases are not contingent on the delivery of any future functionality or features (including future availability of any **Cloud Services** beyond the current **Agreement Term**), or dependent on any oral or written public comments we make regarding future functionality or features.
# Tax
Fees and other charges imposed under an **Order Form** will not include taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”), all of which will be for **Customer’s** account. **Customer** is responsible for all taxes, other than **ERP.net**’s income and payroll taxes. **Customer** must provide to **ERP.net** any direct pay permits or valid tax-exempt certificates prior to signing an **Order Form**. If **ERP.net** has the legal obligation to pay or collect Taxes for which **Customer** is responsible under this section, **ERP.net** will invoice **Customer** and they will pay that amount unless **Customer** provides **ERP.net** with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, **ERP.net** is solely responsible for taxes assessable against it based on its income, property and employees.
## ` `Withholding Taxes
You will pay all fees net of any applicable withholding taxes. You and we will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If we qualify for a tax exemption, or a reduced treaty withholding rate, we will provide you with reasonable documentary proof. You will provide us reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
# Termination and Cancellations
## Termination
### Termination for Cause
Either party may terminate this **Agreement** (including all related **Order Forms**) if the other party (a) fails to cure any material breach of this **Agreement** within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

If a **Customer** terminate this **Agreement** in accordance with this Section, **ERP.net** will refund you any prepaid fees covering the remainder of the then-current **Agreement Term** after the effective date of termination. If **ERP.net** terminate this **Agreement** in accordance with this Section, **Customer** will pay any unpaid fees covering the remainder of the then-current **Agreement Term** after the effective date of termination.
### Termination for Convenience
You may choose to stop using the **Cloud Services** and terminate this **Agreement** (including all **Order Forms**) at any time for any reason upon written notice to us, upon any such termination (i) you will not be entitled to a refund of any pre-paid fees and (ii) if you have not already paid all applicable fees for the then-current **Agreement Term** or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
## Consequence of termination
Upon any expiration or termination of this **Agreement**, you must cease using all **Cloud Services** and delete (or at our request, return) all **Confidential Information** or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to **Your** **Data** (and we may delete all of **Your Data** unless legally prohibited) after expiration or termination of this **Agreement** (or its applicable **Agreement Term**), so you should make sure to export **Your Data** using the functionality of the **Cloud Services** during the applicable **Agreement Term**. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this **Agreement**, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this **Agreement**, by law or otherwise.
## Survival
The following provisions will survive any termination or expiration of these Terms: Sections 4.2. (Responsibilities), 4.3 (Security), 5.3 (Responsibility for Users), 6.3 (Third-Party Developers), 7 (Use and restriction of the platform), 8 (Privacy and information), 9.5 (No refunds), 9.6 (Overdue Charges),9.8 (Fees), 12 (Liability and indemnities), 14 (Governing Law and Jurisdiction).
# Liability and Indemnities
## Warranties
### Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into this **Agreement**.
### Our Warranties
**ERP.net** warrant, for your benefit only, that we use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials into the **Cloud Services** (but we are not responsible for harmful materials submitted by you or **Users**).

**ERP.net** warrants that it will provide the **Cloud Service** in substantial conformance with the **Documentation** and with the degree of skill and care reasonably expected from a skilled and experienced global supplier of services substantially similar to the nature and complexity of the **Cloud Service.**
### Warranty Remedy
We will use commercially reasonable efforts, at no charge to you, to correct reported non-conformities with the Warranty. If we determine corrections to be impracticable, either party may terminate the applicable **Agreement Term**. In this case, you will receive a refund of any fees you have pre-paid for use of the **Cloud Services** for the terminated portion of the applicable **Agreement Term**. The Warranty will not apply: (i) unless you make a claim within thirty (30) days of the date on which you first noticed the non-conformity, (ii) if the non-conformity was caused by misuse, unauthorized modifications or third-party products, software, services or equipment or (iii) to No-Charge Services. Our sole liability, and your sole and exclusive remedy, for any breach of the Warranty are set forth in this Section.
### Warranty disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6.1 (SYSTEM AVAILABILITY), ALL CLOUD SERVICES AND ADDITIONAL SERVICES ARE PROVIDED “AS IS,” AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE CLOUD SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE CLOUD SERVICES NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
## Liability
### Limitation of Liability
IN​ NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS.
### Exclusion of Consequential and Related Damages.
IN​ NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
### IP Indemnification. 
We will defend you against any claim brought against you by a third party alleging that the **Cloud Services**, when used as authorized under these Agreement, infringe any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention (a “**Claim**”), and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defence and investigation of the Claim, including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defence, and settlement (if applicable) of the Claim. If your use of the Cloud Services is (or in your opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure the right for your continued use of the **Cloud Services** in accordance with this **Agreement**; (ii) substitute a substantially functionally similar **Cloud** **Services**; or (iii) terminate your right to continue using the **Cloud** **Services** and refund any prepaid amounts for the terminated portion of the Agreement Term.

Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your **Purchased** **Services** in the twelve (12) month period immediately preceding the Claim is less than US$ 50,000; (2) if the **Cloud Service** is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (3) if the **Cloud Service** is used in combination with any product, software, service or equipment not made by **ERP.net**, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of **Cloud Services**; (5) to any Claim arising as a result of Your Data or any third-party deliverables or components contained with the **Cloud Services** or (6) if you settle or make any admissions with respect to a Claim without our prior written consent.

THIS SECTION (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY CLOUD SERVICES OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.
# Communication
All notices and communication will be in writing and given when delivered to the address set forth in an **Order Form**. Notices by **ERP.net** or **Customer** relating to the operation or support of the **Cloud Service** and those under Sections 6.2 (Support) and submitting new **Order Forms** may be in the form of an electronic notice to **Customer’s** **Administrator**/s identified in the **Order Form**.

All notices and communication will be addressed to the e-mails set forth in the last **Order Form**. **ERP.net** will communicate with **Customer** thru their **Administrator** or **Reseller**, which one is applicable. Where necessary, the Parties may explicitly designate another person (**Administrator** for **Customer**) to temporarily or permanently serve as a Contact person. 

This correspondence shall be deemed as binding on the Parties. The Parties shall consider all correspondence / statements sent by e-mail as written. Papers, documents and e-mails received by the Parties before 6:00 pm Eastern European time on the respective business day shall be deemed to have been received on the same day. Papers, documents and e-mails received by the parties after 06:00 pm on the respective business day are considered to be received on the next business day.
# Governing Law and Jurisdiction
## Informal Resolution
In the event of any controversy or claim arising out of or relating to this **Agreement**, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under this **Agreement**. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
## Governing Law and Jurisdiction
This **Agreement** will be governed by and construed in accordance with the applicable laws of the England and Wales. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this **Agreement** must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of the courts in England and Wales, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in London, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this **Agreement**, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
## Injunctive Relief/Enforcement
Notwithstanding the provisions of the above Sections, nothing in this **Agreement** will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
## Exclusion of UN Convention 
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this **Agreement**.
# Miscellaneous
## Severability
As used herein, “including” (and its variants) means “including without limitation” (and its variants). Headings are for convenience only. If any provision of the **Agreement** is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the **Agreement**.
## No Waiver
A waiver of any breach of the **Agreement** is not deemed a waiver of any other breach.
## Electronic Signature
Signatures in any electronic form (including email or dedicated signature solutions) are deemed original signatures.
## Assignment
Without **ERP.net**’s prior written consent, **Customer** may not assign or transfer the **Agreement** (or any of its rights or obligations) to any party. **ERP.net** may assign the **Agreement** to any of its **Affiliates**.**
## Subcontracting
**ERP.net** may subcontract parts of the **Cloud Service** or **Consulting Services** to third parties. **ERP.net** is responsible for breaches of the **Agreement** caused by its subcontractors.
## Relationship of the Parties
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the **Agreement**.
## Force Majeure
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the **Agreement**. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
## Entire Agreement
The **Agreement** constitutes the complete and exclusive statement of the agreement between **ERP.net** and **Customer** in connection with the parties’ business relationship related to the subject matter of the **Agreement**. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the **Agreement** and the parties disclaim any reliance on them. The **Agreement** may be modified solely in writing signed by both parties.