THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT ( HEREINAFTER “CUSTOMER”) AND INNOVATIVE ERP SOLUTIONS LIMITED (HEREINAFTER “IESL”) GOVERNING YOUR USE OF TEZ BOOKSTM SOFTWARE.
- IESL is engaged in the business of providing various software solutions including online portals designed for Traders, Manufacturers, Service Providers, Professionals, Educational Institutes, and Societies.
- Tez BooksTM (“PRODUCT”) is a software solution created and marketed by IESL.
- You, on behalf of the entity (‘CUSTOMER”) subscribing to the PRODUCT, have agreed to be bound by this agreement. You further confirm that you have the authority to represent and bind the CUSTOMER by the Terms and Conditions of this agreement.
- Unless and until the CUSTOMER agrees to be bound by all the terms and conditions in this agreement, the CUSTOMER shall not become a licensee of the PRODUCT and is not authorized to use the PRODUCT.
Deployment Model: IESL shall make the PRODUCT available to the CUSTOMER, pursuant to the terms and conditions of this Agreement, during the Subscription Term. The PRODUCT shall be made available through the online web-based platform and application that are hosted by IESL, on IESL Server or a third-party hosting facility, and provided as a Service (“On-Line”)
Users: Customer understands and agrees that the PRODUCT is licensed for a limited number of users, based on the pack subscribed and that, additional users may only be added on payment of applicable charges.
Period: On the expiry of the subscription term, access to the ONLINE services will automatically be blocked. The CUSTOMER can renew the subscription on payment of applicable charges.
2) ROLES AND RESPONSIBILITIES OF THE CUSTOMER:
The CUSTOMER shall appoint a single point of contact (SPOC), who alone will be authorized to interact with IESL and give information and instructions to IESL and be entitled to receive information/updates from IESL. The SPOC will act as a buffer between the IESL team and actual users.
The CUSTOMER will be responsible for all Users authorized by them to access the PRODUCT and shall ensure that all users are bound by the terms and conditions of this agreement.
The CUSTOMER will be solely responsible for the accuracy, integrity, and legality of all data entered into the PRODUCT.
The CUSTOMER shall ensure that the PRODUCT is used in accordance with the applicable laws, rules, and regulations.
The CUSTOMER shall arrange for a compatible system (server, computer, peripherals, operating system, browser, drivers, cables, domain, web space, anti-virus software, connectivity, etc.) as per system specifications/requirements at their own cost and arrange for installation and maintenance of the same.
The CUSTOMER shall use the PRODUCT in a manner that complies with all applicable laws in the jurisdiction in which they use the PRODUCT, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
The CUSTOMER shall ensure that all communication (SMS, Email, WhatsApp) sent by the CUSTOMER from the PRODUCT does not violate the privacy of any individual and that such communication is intended to keep the recipient informed about their transactions and that the communication does not violate any regulations.
The CUSTOMER shall obtain or has obtained all necessary prior approvals, consents, and permissions from all parties, including Customers, Vendors, Agents, and Employees for sending them the communication from the PRODUCT;
The CUSTOMER shall be solely responsible and liable for the nature and content of the messages sent using the PRODUCT and that the same shall not violate or infringe or otherwise harm a third party person in any manner whatsoever. CUSTOMER is aware and acknowledges that IESL is merely a service provider in providing the necessary platform/gateway to push the messages and does not exercise any kind of editorial control over the Data. Accordingly, CUSTOMER shall indemnify and keep IESL indemnified for any losses, damages, charges, suits, costs, or claims of any nature whatsoever incurred by IESL on account of any messages sent using the PRODUCT, including (but not limited to) on account of such data violating any laws, rules, regulations, notifications and/or judgments in force, violation of privacy, violation of Intellectual Property rights of a third party or person, violation of any other rights and/or obscenity or impropriety for any reason whatsoever.
The CUSTOMER shall indemnify and keep IESL indemnified for any losses, damages, charges, suits, costs, or claims of any nature whatsoever incurred by IESL on account of any violation of any of the laws, rules, regulations, directions, notifications or rulings.
3) ROLES AND RESPONSIBILITIES OF IESL:
Provide three training sessions free of cost. Additional training sessions can be provided on payment of applicable charges.
Provide over 99% uptime for the Services (including outages due to planned preventive maintenance).
Provide free technical support through remote logins, e-mail, and ticketing-system during the AMC period.
Provide Telephonic Support (10 am to 6 pm except for Sundays and Holidays)
Resolve bugs and errors in the PRODUCT as per agreed service levels
Ensure adherence to industry standards and use best practices in providing the services.
Maintaining, as far as practicable, a single point of contact with CUSTOMER through the assigned Manager.
Periodically upgrade the PRODUCT as per changes in government rules for statutory compliances.
Periodically upgrade the PRODUCT to improve its interface, usability, features, and technology.
Maintain regular data backups (IESL maintains daily backups of customer data for a period of 15 days).
4) STANDARD SERVICE LEVEL
IESL has classified the problems into 3 Priority Categories as follows:
|Priority 1 ||Critical issues||Response within 1 working day|
|Priority 2 ||Significant Problems||Response within 3 working days|
|Priority 3 ||Inconvenient Problems||Response within 7 working days|
5) PREVENTIVE MAINTENANCE
- IESL will, at its discretion, conduct preventive maintenance. This will include checking the health of the servers and the connections between the IESL Servers.
- IESL shall endeavor to ensure that the majority of such preventive maintenance exercises do not impact CUSTOMER. However, any service outage (i.e. temporary halt or suspension or the provision of Services) becomes necessary in order to rectify a problem that is detected during such an exercise, if any, IESL will give CUSTOMER prior notice before undertaking any planned maintenance.
- IESL shall not be liable on account of any outage or delay in timelines of the Services on account of such preventive maintenance. Once the Services are restored, IESL will inform the CUSTOMER promptly.
- The CUSTOMER is given an opportunity to try and test the PRODUCT to its entire satisfaction before subscribing to the product.
- Tez BooksTM is a generic product, designed to work for multiple industries. It is not possible to customize the PRODUCT for any specific requirements.
- Users may, from time to time, provide suggestions, enhancement, or feature requests. IESL may consider such requests without any obligation and may incorporate these suggestions in future upgrades, subject to feasibility. IESL gives no commitments, as to when or whether these suggestions will be incorporated or not.
- IESL reserves the right to make modifications to the PRODUCT or any particular feature or component of the PRODUCT, from time to time, at its sole discretion.
- IESL reserves the right to modify or remove features at its sole discretion
- IESL reserves the right to add new modules or features to the existing modules.
- New modules and/or features may be provided to existing customers free of cost or on a chargeable basis, at the sole discretion of IESL.
- IESL shall exercise reasonable commercial efforts to notify the CUSTOMER of any such material modifications to the PRODUCT, provided, however, that IESL will not have any liability for failure to provide such notice.
8) INTELLECTUAL PROPERTY RIGHTS:
- Tez Books is the registered trademark of IESL
- The PRODUCT and all rights, without limitation, including title and intellectual property rights therein, are owned by IESL alone. These rights are protected by international treaty provisions and all other applicable national laws of the country in which it is being used.
- The structure, organization, and code of the PRODUCT are valuable trade secrets and confidential information of IESL.
- The CUSTOMER shall not make any claims of any nature whatsoever over the Intellectual Property of the PRODUCT.
- The CUSTOMER shall not make copies of software on any media, for any reason whatsoever.
- The CUSTOMER shall not modify, translate or reproduce the Software.
- The CUSTOMER shall not transfer, resell, sub-license, rent, lease or lend the Software.
- The CUSTOMER shall not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the software or create derivative works based on the software.
- The CUSTOMER shall not register or claim any rights on the software or derivative works thereof.
- The CUSTOMER agrees to use the software in a manner that complies with all applicable laws in the jurisdiction in which they use the software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
9) DATA SECURITY:
- Your data is hosted on high-end cloud servers, provided by leading companies. This ensures that our service providers have state-of-art equipment and expertise to manage them.
- All communication between you and the IESL server is secured using SSL 256-bit encryption.
- The data centers are ISO 27001 and ISO 27017 certified and they are monitored for network and on-site security.
- Servers are protected using a multi-layer security architecture which includes network security devices, firewalls, and gateway appliances.
- The data is stored on MS-SQL Server, a commercial RDBMS system, which is highly dependable when compared to free database solutions.
- The data is accessed using isolation techniques through n-tier architecture, so the data layer cannot be directly accessed by the user layer.
- The data servers are regularly backed up using an automated agent-based backup system. This system automatically creates daily and weekly backups.
- The server team takes daily and weekly backups of the server at a different location. These backups are retained for a period of 15 days.
- Authorized users of your account can be allowed to download data in XML or MS-Excel compatible formats, using a role-based security system.
- While we take every precaution to keep your data safe and secure, we strongly urge you to take regular backups, to avoid any data loss in case of a system failure.
- For effective use of the service, the CUSTOMER needs to enter contact information such as name, email ID, Mobile numbers, and Addresses of their Customers, Franchisees, Employees, etc., along with details of leads, orders, and other transactions. This information is saved on IESL servers. IESL shall not sell, exchange, trade, rent or transfer this information to any third party for any reason whatsoever, except as specified hereunder.
- To send SMS, WhatsApp and Email requested by you from the PRODUCT.
- To send transaction alerts and reminders to your customers, vendors, agents, employees, etc., related to their transactions, as per settings configured by you.
- To send service alerts such as low message balance, pack expiry, etc. to you.
- To send alerts of any anticipated delay or downtime of service.
- To reply to your requests, queries, and complaints.
- To personalize our services based on information provided by you, to better respond to your needs.
- To conduct surveys and get feedback on our services in order to improve our services based on this information and feedback.
- To send periodic updates on changes in our services, features offered, etc.
- To provide access to our staff and associates in order to discharge their duties efficiently and provide service to you. However, IESL shall ensure that its staff and associates are bound by the terms and conditions of confidentiality.
- To comply with any legal requirements or instructions from any law enforcing agency, to the extent that is required by law or in connection with any legal proceedings or prospective legal proceedings, or in order to establish, exercise, or defend our legal rights.
- This Agreement may be terminated as follows:
- By the efflux of time, i.e., on the expiry of the Subscription Term, unless renewed earlier in accordance with the terms of this Agreement;
- By the mutual agreement of the Parties to be recorded in writing;
- By either Party, if the other Party commits a material breach of terms of this Agreement and such breach is not rectified within 30 days after being given a notice in writing to this effect by the non-breaching Party;
- By IESL, in the event that CUSTOMER fails to pay monies due to IESL;
- By either Party, without notice, in the event that the other Party enters into liquidation or becomes insolvent or files a bankruptcy petition or has such a petition filed against it.
12) WARRANTIES AND DISCLAIMERS:
- The PRODUCT is provided on an “AS IS” basis, without warranty of any kind, express or implied, by IESL and/or its associates, including but not limited to the warranties of merchantability, or fitness for a particular purpose. There is no warranty by IESL or by any other party that the PRODUCT will meet your requirements or that the operation of the PRODUCT will be uninterrupted or error-free. You assume all responsibility and risk for the selection of the PRODUCT to achieve your intended results and for the use and results obtained from it.
- All data, information, reports, graphs, communication, and messages generated from the PRODUCT are provided on a best-effort basis. While we endeavor to keep the information accurate, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
- In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits, arising out of, or in connection with, the use of this PRODUCT.
- Every effort is made to keep the PRODUCT up and running smoothly. However, we take no responsibility for, and will not be liable for, the PRODUCT being temporarily unavailable due to technical issues beyond our control.
- Publicity: IESL may include the Company name and/or Logo in customer lists.
- Headings: The headings of the various clauses in this Agreement are only for quick reference and identification, and are not to be taken as statements of data of the clauses there-under. They shall not be capable of restricting or otherwise altering the provisions, decrees, and interpretations contained in the various clauses of this Agreement. The singular includes the plural and vice versa, and words importing a gender include other genders.
- Notices: Any notice, request, demand, or other communication given or made under or in connection with the matters contemplated by this agreement shall be in writing and shall be delivered personally or sent by registered post.
- Waiver: No failure by a party to take any action with respect to a breach of this Agreement or default by any other Party shall constitute a waiver of the former Party's right to enforce any provision of this Agreement or to take action with respect to such breach or default or any subsequent breach or default. A waiver by any party of any breach or failure to comply with any provision of this Agreement by a party shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other breach of or failure to comply with any other provision of this Agreement. Any waiver of any provision of this Agreement shall be effective if, and only if, in writing and signed in person or by an authorized representative of each Party against whom enforcement of such waiver is sought.
- Severability: If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any law or regulation or government policy, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. Each Party hereto shall, in any such event, execute such additional documents as the other Party may reasonably request in order to give valid, legal, and enforceable effect to any provision hereof which is determined to be invalid, illegal, or unenforceable.
- Assignment: Except to the extent permitted under the Agreement, the rights and obligations under this Agreement may not be assigned by any Party to any person or entity, without obtaining prior written consent from the other Party. Any attempted assignment in contravention of this provision shall be void.
- Entire Agreement: No oral agreement exists between the Parties. This Agreement, together with all annexures, schedules, and attachments hereto, represents the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes any prior agreement or understanding, written or oral, that the parties may have had.
- Amendments: No amendment or change hereof or addition hereto shall be effective or binding on either of the parties hereto unless set forth in writing and executed by the respective and duly authorized representatives of each of the Parties hereto and approved by the appropriate authorities of India if required.
- In addition to the indemnity obligations imposed on either Party elsewhere in this Agreement, both the Parties shall indemnify and keep indemnified the other Party for all any losses, damages, charges, suits, costs, or claims of any nature whatsoever incurred by the other Party on account of:
- A material breach of the terms of this Agreement;
- Gross negligence or wilful misconduct by a Party;
- Violation of confidentiality obligations.
- All indemnity and/or other compensation by IESL, under this clause or elsewhere under this Agreement or under law for any reason whatsoever, shall be subject to the clause for Limitation of Liability.
15) FORCE MAJEURE
If any Party’s performance or any of its obligations hereunder is prevented, restricted, or interfered with by reason of fire or other casualties of an accident, strike or labor disputes, war or other violence, any law or regulation of any Government, maintenance or failure of any network, computer resource, system or server, failure of the server uptime or any act or condition whatsoever beyond its reasonable control (each such occurrence being hereinafter referred to as “Force Majeure”) then such Party shall be excused from such performance to the extent of such prevention, restriction and interference; provided, however, that such Party shall give prompt notice to the other Parties of such Force Majeure, including a description, reasonably specifying the cause of non-performance hereunder, whenever such causes are removed. In the event that the Parties’ performance or any of its obligations hereunder is delayed for a continuous period of 30 (thirty) days because of any Force Majeure, then the other Party shall have the right to terminate this Agreement (without prejudice to any rights such Party may have against the Party who has been unable to perform).
16) LIMITATION OF LIABILITY
Notwithstanding anything to the contrary in this Agreement or otherwise agreed by the Parties, the total liability of IESL for any reasons whatsoever under this Agreement including, but not limited to, losses as a result of any breach/violation of any of the terms and conditions stipulated under any of the terms of this Agreement or any obligations to be performed by IESL under this Agreement shall not exceed the Subscription Fee paid by the CUSTOMER to IESL, for the corresponding period, during which the cause of action arose. Neither party shall be liable for any indirect or consequential losses.
17) GOVERNING LAW AND JURISDICTION
- This Agreement shall be governed by and construed in accordance with the laws of India.
- All disputes arising out of or in any way connected with this Agreement shall be deemed to have arisen at Mumbai and the appropriate courts of law in Mumbai shall have exclusive jurisdiction to resolve the same.
- Users are given 7-day trial for trying out the product before purchase.
- Upon subscription, IESL incurs the cost of setting-up the account, databases, hosting, training, support etc.
- Amount once paid will not be refunded or adjusted against any other account, product or service.
- Message packs (if any), can only be utilized through product subscription and renewals thereof, and will lapse on expiry of the subscription, unless renewed.
- “Agreement” shall mean this Agreement, annexures hereto and any amendments, addendums, changes, or modifications validly made to them in accordance with the terms of this Agreement.
- “Portal”, “Web Site” and “Software” shall mean the PRODUCT, including “www.tezbooks.net” or any other domain name / URL used to access the PRODUCT; and shall include all contents thereof.
- “Data” shall mean the Accounting Data, Masters, Transactions, Information, Communications, and Documents entered or uploaded by any user.
- “User” means an individual owner, partner, employee, contractor, customer, vendor, or agent of the CUSTOMER, authorized by the CUSTOMER to use the PRODUCT.
- “Subscription” means the CUSTOMER’s right to use the PRODUCT for the Subscription Term.
- “Subscription Term” means the period of time as mentioned on the ORDER CONFIRMATION or the INVOICE, issued by IESL.
- “Critical issues” means (1) The Portal is not accessible i.e. when the CUSTOMER is not able to access the Portal from any computer due to problems such as SQL server failure, Web Server failure, Internet failure, Application error, Security Breach, Virus attack, etc. (2) Failure of basic functions i.e. when the CUSTOMER is not able to perform basic functions of creating invoices, receipts on the portal due to issues such as an error on SQL or Web Server, Application error, Virus attack, etc.
- “Significant Problems” means (1) Failure to enter basic transactions i.e. when the CUSTOMER is not able to update basic transactions such as Purchase, Payments, etc. due to issues in the On-Line Server, or bugs in the PRODUCT (2) Failure in basic communication i.e. when the CUSTOMER not able to send any communication using Emails, SMS or WhatsApp to Customers, Vendors, Agents or Employees, due issues in On-Line Server, or bugs in the PRODUCT (Not including issues due to low balance or non-availability of messaging service on account of any regulation/directive issued by TRAI or any other government agency or any service provider) and (3) Report Generation i.e. when the CUSTOMER not able to generate basic reports such as Sales/Purchase Report, Outstanding Report, Trial Balance, Profit & Loss Statements, Balance Sheet, due to issues in On-Line Server, or bugs in the PRODUCT.
- “Inconvenient Problems” means (1) Reports formats i.e. when the CUSTOMER requires a report which is not included on the portal or the standard reports available on the portal do not meet specific requirements. This does not include any customized report which is not applicable to other customers in general. (2) User Interface i.e. when the User Interface provided on the Portal is not adequate for carrying out basic tasks of the CUSTOMER.