Terms of Service

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    OVERVIEW

    This website (hereinafter referred to as website, application or site) is operated by KNN Technologies. Throughout the agreement, the terms Sofficio, we, us and our refer to KNN Technologies. KNN Technologies offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

    These Terms, as amended from time to time, are binding on any use of the Application and apply to you from the Commencement Date.

    It is likely that the Application will evolve over time. These Terms are not intended to answer every question or address every issue raised by the use of the Application. SOFFICIO reserves the right to change these Terms at any time, effective upon the date of publication of the modified terms. SOFFICIO will make reasonable efforts to communicate these changes to you via email or notification on the Website. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the Website.

    By accessing the Application or by otherwise indicating acceptance (electronically or otherwise) of the Application, the Customer acknowledges its agreement to these Terms.

    1. Definitions

    Affiliate means with respect to a party to these Terms, any entity which, directly or indirectly, controls, is controlled by or is under common control with such party, where control means the ability to direct the affairs of an entity through ownership of voting interest, contract rights or otherwise.

    Application means the application/s and modules identified in the Order Form, as such application/s and modules may be updated from time to time by SOFFICIO in its sole discretion.

    Authorised User means any person who is authorised by the Customer to access or use the Application for the purpose of assisting the Customer in its day-to-day business activities and who is covered by a Subscription.

    Business Hours means 9am to 5pm Monday to Friday, excluding public holidays, in the State or Territory in which the Customer is located in India.

    Business Purposes means the Customers lawful internal business purposes only, including the provision of professional services to Clients. Business Purposes do not include any use for the purpose of distribution, sale, license, training, hire, let or trade to a third party.

    Client means a third-party client of the Customer that has entered into an agreement with the Customer for the provision of professional services by the Customer to the Client.

    Client Access Functionality means functionality in an application expressly allowing Clients to access the Website to view data specific to the Client.

    Commencement Date means the earlier of the date of the subscription to the Application and the date the Customer first accesses the Application.

    Confidential Information means information that is confidential to a party and includes all information exchanged between the parties to these Terms, whether in writing, electronically or orally (including the terms of these Terms, information relating to the Application and information relating to the personnel, policies and business operations of SOFFICIO or the Customer, but does not include information to the extent it:

    • (a) is or becomes publicly available other than through unauthorised disclosure by the other party;
    • (b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
    • (c) is in the possession of the receiving party without restriction before the date of receipt from the disclosing party; or
    • (d) is independently developed without access to the Confidential Information.

    Consequential Loss Consequential Loss means any consequential loss, damage or costs or any loss of income, loss of revenue, loss of profit, loss of goodwill, loss of use, loss of financial opportunity, financing costs, loss of or interruption to business or loss of business opportunity, loss from third party claims or failure to realise anticipated savings (whether the loss is direct or indirect).

    Customer and/or you Customer and/or you mean the person or entity identified as the Customer in the Order Form.

    Customer Data means all data, information, records or files that are uploaded to or stored on an application by or on behalf of the Customer, but not including any Deidentified Data (as defined below).

    De-identified DataDe-identified Data means any information relating to the Customers use of the Application that does not identify the Customer, any Authorised User, any Client or any other individual, including:

    • (a) Customer Data that has been altered so that it does not identify the Customer, any Authorised User, any Client or any other individual
    • (b) information relating to the access or usage patterns of an application by or on behalf of the Customer or any Authorised User and general information about Customers and its Authorised Users computer systems from which an application is being accessed (for example, system configuration, type of internet connectivity, RAM, CPU, operating system, browser version); and
    • (c) any statistical or other analysis, information or data based on or derived from any of the foregoing.

    Fees means the fees set out in the Order Form, which include licence fees and fees for any Services, and which are expressed exclusive of any taxes or duties.

    Initial Term means the period set out in the Order Form.

    Intellectual Property Right means any patent, trade mark, service mark, domain name, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered, and any applications for registration or rights to make such application.

    Notice Address means the email address for notices for each party set out in the Order Form.

    Online Account means an authorised account with access into the Application established for use by a particular Authorised User, and includes the controls, permissions and data unique to such user.

    Online Account Access Information means the individual access information (for example, username and password) used by an Authorised User of the Application to access his/her individual Online Account.

    Order Form means a written confirmation of subscription issued by SOFFICIO that documents the Customers Subscription to the Application. All Order Forms incorporate and are subject to these Terms.

    Personal Information has the meaning given in the Privacy Laws.

    Privacy Laws means the laws incorporated by the government of India for protection of privacy and any other applicable privacy legislation.

    Product Terms means any additional terms and conditions applicable to a particular Application.

    Services means services listed in an Order Form, which may include

    • (a) implementation services;
    • (b) training for Customer personnel;
    • (c) file conversion services; and
    • (d) any other services specifically identified in the Order Form.

    Support Services means remote support services in relation to the Application as identified in the Order Form, as SOFFICIO provides generally to customers as part of its then current support program as set out on the website for the Application.

    Subscription means the level of rights granted to Customer by SOFFICIO to access and use the Application pursuant to these Terms, as set out in the Order Form, and may include the number of Authorised Users, the modules and data volumes.

    Support Address means support@sofficio.com or another email address for support notified to the Customer by SOFFICIO.

    Term means the Initial Term and any renewal terms pursuant to clause 11.1.

    Terms means this agreement between SOFFICIO and the Customer in relation to the Customers access to and use of the Application, and comprises these Terms and any relevant Product Terms as amended from time to time.

    Territory means the territory set out in the Order Form and, if no territory is specified, India.

    Website means the Internet site at which the Customer accesses the Application, as notified to the Customer by SOFFICIO.

    2. Interpretation

    In these Terms, except to the extent the context otherwise requires:

    • (a) headings are for convenience only and will not affect the interpretation of these Terms
    • (b) reference to any statute or statutory provision includes any modification or re-enactment of, or any legislative provisions substituted for, and all legislation and statutory instruments issued under such legislation or provision
    • (c) words denoting the singular include the plural and vice versa.
    • (d) words denoting individuals will include corporations, associations, trustees, and partnerships and vice versa
    • (e) references to parties, parts and clauses are references to parties, parts and clauses to these Terms as modified or varied from time to time
    • (f) references to any document, deed or agreement includes references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time
    • (g) references to any party to these Terms or any other document, deed or agreement includes, in the case of a company, its successors, administrators and/or permitted assigns and, in the case of a natural person, his representatives and permitted assigns
    • (h) includes means includes without limitation
    • (i) where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning
    • (j) all references to dates and times are to Indian Standard time
    • (k) all references to ₹ and Indian Rupee are to the lawful currency of India unless otherwise expressly stated.
    3. Rights and Conditions of Use

    • 3.1. Right to use. SOFFICIO grants to the Customer a non-exclusive, non-transferable right to access and use the application within the Territory during the Term for its Business Purposes, on the terms and conditions set out in these Terms.

    • 3.2. Reservation of Rights. SOFFICIO reserves all rights in and to the Application not expressly granted in these Terms. Without limiting the generality of this clause, any right to access and use an application does not include the right to access

      • (a) any underlying components of the Application,
      • (b) SOFFICIOs underlying application engines,
      • (c) other applications published by SOFFICIO or its Affiliates, or
      • (d) the operating environment within which the Application operates.

    • 3.3. Authorised Users. The Customer may permit the Authorised Users to use the Application. Customer must purchase a Subscription License for each Authorised User and must not permit any person other than an Authorised User to use or access the Application. Customer must require each Authorised User to comply with the terms and conditions of these Terms. An Authorised User does not acquire individual rights in the Application other than the right to access and use the Application on the Customers behalf and subject always to the Customers rights and obligations under these Terms.

    • 3.4. Clients. Certain Applications may include Client Access Functionality. Customer may provide access to the Website to its Clients via the Client Access Functionality solely to allow a client to view data relating to itself. Customer must ensure that any access to and use of the Application by a Client is in accordance with these Terms.

    • 3.5. SOFFICIO Storage Services. SOFFICIO will provide storage services to each customer. If the Customers use of such storage exceeds what SOFFICIO considers to be reasonable, additional fees and terms may apply.

    • 3.6. Application restrictions. Customer must not do or attempt to do, or permit others to do or attempt to do, any of the following:

      • (a) possess, download, copy or print the Application or any part of the Application, including any component comprised in the Application;
      • (b) modify, port, adapt or create derivative works based on the Application;
      • (c) view, read, reverse compile, reverse assemble, disassemble or print the Applications source code or object code or other runtime objects or files related to the Application or otherwise reverse engineer, modify or copy the look and feel, functionality or user interface of any portion of the Application;
      • (d) rent, lease, distribute (or redistribute), provide or otherwise make available the Application, in any form, to any third party (including in any service bureau or similar environment), other than to its Clients in accordance with clause 3.4;
      • (e) share use of or access to the Application with other practitioners (including service providers performing work for Customer) who are not Authorised Users in Customers practice, even if Customer shares office space or equipment;
      • (f) share any Online Account or Online Account Access Information with third parties;
      • (g)create any links to or frame or mirror the Application or any portion thereof;
      • (h) defeat, disable or circumvent any protection mechanism related to the Application;
      • (i) use the Application to process the data of clients of a third party (whether on an outsourcing, service bureau, or other basis);
      • (j) use, or misuse, the Application in any way which may impair the functionality of the Application or Website, or impair the ability of any other user to use the Application or Website;
      • (k) transmit, or input into the Application, any files that may damage any other persons computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which the Customer does not have the right to use); or
      • (l) publish, distribute (or redistribute) or sell any document retrieved through the Application (even if in the public domain) to any individual or entity outside of Customers own firm, except for documents prepared for Clients within the scope of the normal and intended use of the Application and then only for the purposes or which the document is generated. In addition, Customer shall not violate or attempt to violate the security of SOFFICIOs networks or servers, including by:
        • accessing data not intended for Customer or logging into a server, system or account which Customer is not authorised to access;
        • attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper written request and authorisation by SOFFICIO; or
        • attempting to interfere with service to any user, host or network, including by means of submitting a virus, overloading, flooding, spamming, mail bombing or crashing.

    • 3.7. Online Account Access Information.

      • (a) SOFFICIO will supply the Customer with the means to create private Online Account Access Information for its Authorised Users so that the Authorised Users may log into their respective Online Accounts within the Application. Online Accounts are designed for use by one Authorised User and must only be accessed using an Authorised Users Online Account Access Information.
      • (b) The Customer will provide a list of the Authorised Users to SOFFICIO on request by SOFFICIO.
      • (c) The Customer is fully responsible for the protection and confidentiality of its Authorised Users Online Account Access Information. The Customer acknowledges and agrees that the Customer is responsible for all use of the Application via the Customers and its Authorised Users Online Accounts and for ensuring that all use of the Application by the Customer and its Authorised Users is in accordance with these Terms.
      • (d) The Customer agrees to promptly:
        • notify SOFFICIO in writing of any unauthorised use of any Online Account Access Information or any other breach of security upon becoming aware of any such use or breach
        • assist in preventing any recurrence of any such use or breach; and
        • otherwise cooperate fully with any directions issued by SOFFICIO in connection with any such use or breach, including in connection with any proceedings or other actions undertaken to protect the rights of SOFFICIO.

    • 3.8. Communication Conditions:

      • If the Customer uses any communication tools available through the Website, the Customer agrees only to use such communication tools for lawful and legitimate purposes. The Customer must not use any such communication tool for posting or disseminating any material unrelated to the use of the Application including (but not limited to): offers of goods or services for sale, files that may damage any other persons computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which the Customer does not have the right to use).
      • When the Customer makes any communication on or via the Application, the Customer represents that it owns the content of the communication. SOFFICIO is under no obligation to ensure that communications on or via the Application are legitimate or that they are related only to the use of the Application. As with any other web-based forum, the Customer must exercise caution when using any communication tools available on or via any Application. However, SOFFICIO does reserve the right to remove any communication at any time in its sole discretion.

    • 3.9. Data.

      • Authorised Use. As between SOFFICIO and the Customer, the Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to Customer Data. SOFFICIO and its subcontractors will only use Customer Data as
        • necessary to provide the Application and Services (as defined below) to Customer;
        • as permitted or required by law;
        • expressly authorised under these Terms; and
        • otherwise authorised by the Customer in writing (each use an Authorised Use). Customer grants to SOFFICIO and its subcontractors a limited licence to use Customer Data for each Authorised Use.
      • Disclosure. SOFFICIO may disclose Customer Data to third party service providers that SOFFICIO may use in conjunction with the services it renders under these Terms.
      • Data Retention. During the Term, SOFFICIO will retain the Customer Data that Customer has properly submitted to SOFFICIOs online servers for at least one year following the calendar year in which the Customer submitted any such Customer Data. SOFFICIO shall have the right to turn off all access to the Application and the Customer Data once the Customers Subscription is terminated or expires or in the event the Customer breaches its payment obligations under these Terms. SOFFICIO will then maintain the Customer Data in accordance with its internal business practices. Upon a request by the Customer, SOFFICIO shall use commercially reasonable efforts to make any Customer Data then in SOFFICIOs possession or control available for retrieval by the Customer, subject to payment by the Customer of any fees charged by SOFFICIO in connection with making such Customer Data available. The Customer acknowledges and understands that SOFFICIO is not performing any data warehousing or file retention services on behalf of the Customer. It is the Customers responsibility to take copies and backup any records that it is required to retain to comply with any obligations at law or to its clients.
      • De-identified Data. As between SOFFICIO and the Customer, SOFFICIO is and remains the sole and exclusive owner of all right, title and interest in and to the De-identified Data. SOFFICIO may use De-identified Data in any manner, including for its own business purposes, such as for benchmarking and for the support, improvement, and development of the Application or other SOFFICIO products.
      • Copying of Customer Data for purposes of Support Services. SOFFICIO may make copies of Customer Data for the purposes of its provision of Support Services and/or other Services.
      • Security. SOFFICIO will take reasonable safeguards intended to prevent the loss or unauthorised disclosure of Customer Data in connection with the Application. Customer acknowledges that security safeguards by their nature are capable of circumvention and that SOFFICIO does not and cannot guarantee that the Customer Data, or the Application cannot be accessed by unauthorised persons capable of overcoming such safeguards. SOFFICIO shall not be responsible or liable for any such unauthorised access to or loss of Customer Data nor shall any such unauthorised access or loss constitute a breach by SOFFICIO of its confidentiality obligations under these Terms. Nothing in this Agreement will be deemed to diminish Customers responsibility for complying with applicable laws or standards regarding the protection of Customer Data. In the event notification to persons whose details are included in Customer Data is required, Customer will be responsible for any such notifications at its expense.
      • Removal of Customer Data. SOFFICIO reserves the right, in its sole discretion, at any time, to remove any Customer Data that it believes to be in violation of these Terms.
      • Customer obligations regarding Customer Data. Customer agrees not to upload or transmit any Customer Data:
        • that Customer does not have the lawful right to copy, transmit, distribute and display (including any Customer Data the upload or transmission of which would violate any confidentiality or fiduciary obligations that Customer might be subject to);
        • that is Personal Information, unless the Customer has complied with any applicable Privacy Laws, including as such laws apply to the upload and transmission of such Customer Data and the processing of that Customer Data by the Application as contemplated by these Terms;;
        • that infringes, misappropriates or otherwise violates any Intellectual Property Rights or other rights of any third party; or
        • the upload or transmission of which would otherwise violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability.
      • SOFFICIO use of Customer Data. Customer represents and warrants that SOFFICIOs storage and/or use of the Customer Data in accordance with these Terms will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, or other rights, of any third party or any applicable laws, including Privacy Laws.
      • Customer responsible for Customer Data. Customer has sole responsibility for the accuracy, quality, integrity, reliability, and appropriateness of all Customer Data.

    • 3.10. Additional Online Terms. SOFFICIO may post these Terms and/or additional relevant terms, conditions and/or policies (Online Terms) at Website. The Customer will be subject to all Online Terms on and from the date on which such Online Terms are first posted.

    • 3.11. Product Terms. The Customer acknowledges and agrees that its use of any Application is subject to these Terms and any relevant Product Terms.

    • 3.12. Internet Connectivity. SOFFICIO (either itself or through a third party) will make the Application available for access via the Internet. The Customer shall provide, at the Customers own expense, all necessary hardware, applications and Internet connectivity necessary to access the Application. The Customer acknowledges that the Internet is known to be unpredictable in performance and may, from time to time, impede access to the Application or performance under these Terms. The Customer agrees that SOFFICIO is not in any way responsible for any interference with the Customers use of or access to the Application arising from or attributable to the Internet and Customer waives any and all claims against SOFFICIO in connection therewith.

    • 3.13. Compliance Mechanisms. An application may contain technological copy protection or other security features designed to prevent unauthorised use of the Application, including features to protect against use of the Application:

      • beyond the scope of the licence granted pursuant to clause 2.1; or
      • prohibited in clause 2.6. The Customer must not, and must not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

    • 3.14. Unauthorised Acquisition. SOFFICIO expressly prohibits the use of any product or service from SOFFICIO that has been improperly obtained and/or accessed. For example, any SOFFICIO product or service that:

      • is acquired from an unauthorised reseller or distributor;
      • is pirated, cracked or hacked, including through the use of Online Account Access Information established for use by another individual;
      • has been acquired with the intent or for the purpose of using in a manner that is illegal, fraudulent, in violation of these Terms or otherwise outside the normal, stated and/or reasonably understood purpose of such product or service; or
      • is acquired with the use of false or inaccurate statements and/or information (e.g., false name, contact information or payment information; or false declaration of the total number of end users).

    • 3.15. Reservation of Rights and Ownership of Developed Materials. SOFFICIO and its Affiliates and any applicable licensors, retain all Intellectual Property Rights and other proprietary rights in and to the Application. Any unauthorised use of the Application will result in termination of these Terms as well as possible civil damages and criminal penalties. Customer is not permitted to use SOFFICIO, or any other trade or service marks of SOFFICIO or any of its Affiliates in Customers announcements, advertising or other materials unless expressly agreed in writing by SOFFICIO. SOFFICIO will own and the Customer assigns to SOFFICIO all rights in

      • any copy, translation, modification, adaptation or derivative work of the Application, including any improvement to or development of the Application, whether provided, developed or generated as part of Support Services, Services or otherwise, and whether or not developed by or for the Customer, and
      • any suggestions, ideas, enhancement requests, feedback or recommendations provided by or on behalf of Customer.

    • 3.16. Suspension. In addition to any other suspension or termination rights of SOFFICIO under these Terms, SOFFICIO may suspend or terminate the Customers access to and/or use of, or otherwise modify, the Application and/or any component thereof, and/or any Online Account or any Online Account Access Information without notice (a) in the event Customer (including any Authorised User, Client or other person or entity acting through or on behalf of Customer) is determined by SOFFICIO, in SOFFICIOs sole judgment, to have or attempted to have damaged, harmed or misused SOFFICIOs software, server, network or other systems; (b) as necessary or appropriate to comply with any law, regulation, court order, or other governmental request or order or otherwise protect SOFFICIO from potential legal liability or harm to its business, or (c) if Customer has obtained unauthorised access to the Application as set forth in clause 2.12. SOFFICIO will use commercially reasonable efforts to notify Customer of the reason(s) for such suspension or termination action as soon as reasonably practicable unless such action is due to clause 2.14(a). In the event of a suspension (other than due to clause 2.14(a)), SOFFICIO will promptly restore Customers access to the Application as soon as the event giving rise to the suspension has been resolved as determined in SOFFICIOs discretion. Nothing contained in these Terms will be construed to limit SOFFICIOs actions or remedies or act as a waiver of SOFFICIOs rights in any way with respect to any of the activities described in clauses 2.14(a), (b) or (c). SOFFICIO will not be responsible for any loss or damage incurred by Customer as a result of any termination or suspension of access to or use of the Application in accordance with this clause 2.14.

    • 3.17. Modification/Replacement of Application. SOFFICIO reserves the right, in its sole discretion and without first consulting with the Customer, to discontinue or modify the Application or any component of the Application for any reason. If the Application is discontinued during the term of a Subscription granted under these Terms, then SOFFICIO will, in its discretion, either:

      • provide a pro-rata refund of the Fees paid for the discontinued Application; or
      • provide the Customer with access to a product having substantially similar or greater functionality (with SOFFICIO reserving the right to charge additional Fees for any greater functionality) for the remainder of the then current Subscription term.
    4. Support and Services

    • 4.1. General. SOFFICIO will provide remote Support Services in relation to the Application during Business Hours as SOFFICIO provides generally to customers as part of its then current support program as set forth on the website for the Application. In the case of technical problems, the Customer must make all reasonable efforts to investigate and diagnose problems before contacting SOFFICIO. Support Services may include automatic updates to the Application in SOFFICIOs absolute discretion. SOFFICIO will have no obligation to provide updates. SOFFICIO reserves the right to charge additional fees for any optional and ancillary features and/or functionality it may market in connection with the Application.

    • 4.2. It is possible that on occasion the Application may be unavailable, including to permit maintenance or other development activity to take place. SOFFICIO gives no guarantee in relation to availability of the Application.

    • 4.3. If for any reason SOFFICIO has to interrupt availability of the Application for longer periods than SOFFICIO would normally expect, SOFFICIO will use reasonable endeavours to publish in advance details of such activity on the Website.

    • 4.4. Support Waiver. Customer acknowledges and agrees that, when providing Support Services, SOFFICIO may access and perform work on the Website, Online Accounts, computer(s) and/or network(s), including but not limited to software, hardware, peripherals and memory (Computer System). SOFFICIO will not be responsible for the loss of any information or data from the Customers Computer System (whether related to the Application or otherwise) or any malfunction or failure of the Computer System. It is the Customers responsibility to ensure that the Computer System has been backed up.

    • 4.5. Services. SOFFICIO may offer certain additional Services in connection with the Application. The Order Form must set out the nature, scope, project assumptions, fees, duration and location(s) of the Services. Any Services are provided on the terms and conditions set out in these Terms.

    • 4.6. Services Performance. In performing Services, SOFFICIO may assign SOFFICIO personnel, authorised agents or qualified third-party contractors (Consultants). The Customer agrees to provide any information, facilities, personnel and equipment, including if applicable suitably configured computers, reasonably identified by SOFFICIO as necessary or appropriate to the performance of any Services. The Customer shall advise SOFFICIO of any hazards to the health and safety of SOFFICIOs personnel on the Customers premises and provide SOFFICIOs personnel with appropriate information regarding applicable safety and security procedures.

    • 4.7. Services Pricing. Unless otherwise provided in the applicable Order Form, all Services will be provided on a time and expense/materials basis at SOFFICIOs then current rates. SOFFICIO reserves the right to impose a higher rate for Services performed in excess of a 40-hour week or during weekend or holiday periods. Estimates are provided for the Customers information only and are not guaranteed. The Customer will pay or reimburse SOFFICIO for all reasonable travel and other out-of-pocket expenses incurred in connection with SOFFICIOs performance of Services under these Terms.

    • 4.8. Third party infrastructure. The Application will be provided through outsourced infrastructure that will be configured consistently with prevailing industry standards. SOFFICIO has no control over the performance of third party outsourced infrastructure and Customer releases SOFFICIO from all liability and responsibility with respect to the performance of such infrastructure.

    • 4.9. Third party integration services. If Customer elects to engage any third party service provider in connection with its use of the Application, including any SOFFICIO Integration Partner, Customer acknowledges and agrees that any services provided by such third party are not provided by SOFFICIO and SOFFICIO provides no warranties or representation regarding such third party services. All rights and obligations with respect to third party products or services shall be governed exclusively by the terms and conditions of agreements provided by suppliers of such third party products or services and, to the extent permitted by law, the Customer releases SOFFICIO from all liability and responsibility with respect to such products or services.

    5. Fees and Payment

    • 5.1. The Customer must pay the Fees to SOFFICIO. An invoice will be issued to the Customer at the time of entry into these Terms. SOFFICIO will issue the Customer with invoices for the Fees during the Term at the intervals set out in the Order Form. SOFFICIO may increase Fees at any time following the expiration of the Initial Term.

    • 5.2. All SOFFICIO invoices are payable on the same day of the date of invoice. The Customer is responsible for payment of all taxes and duties (including GST) in addition to the Fees and the Customer will promptly reimburse SOFFICIO for any such taxes payable or collectable by SOFFICIO. The Customer agrees to keep a valid credit or debit card with sufficient funds on account with SOFFICIO in order to pay all Fees when due.

    • 5.3. If the Customers payment is declined for any reason, SOFFICIO may suspend the Customers and Authorised Users access to any Applications until the Customer updates its payment information and pays all outstanding Fees. If the Customer fails to make payment, SOFFICIO may terminate these Terms with immediate effect.

    6. Customer obligations

    • 6.1. Indemnity.The Customer indemnifies and holds harmless SOFFICIO and its employees, directors, officers and Affiliates against all claims, costs, damage and loss (including any damages, interest, penalties and reasonable legal fees):

      • arising from the Customers breach of any of these Terms, including any costs relating to the recovery of any Fees that have not been paid by the Customer;
      • arising out of a clients access to or use of the Application; and
      • incurred in respect of any claim by a third party in connection with the Customers use of the Application or otherwise in connection with these Terms.

    • 6.2. Security. The Customer:

      • is solely responsible for the use, supervision, management and control of access to the Application and any associated documentation; and
      • must ensure that the Application and any associated documentation are protected at all times from unauthorised access.

    • 6.3. Professional Responsibility.

      • Use of the Application does not relieve the Customer of responsibility for the preparation, content, accuracy (including computational accuracy) and review of work product generated by the Customer while using the Application. SOFFICIO is not responsible for the results of any actions taken on the basis of information contained in or generated by the Application.
      • The Customer will neither inquire nor rely upon SOFFICIO for any tax, accounting, legal or other professional or expert advice of any kind. SOFFICIO does not provide legal, accounting or other professional or expert services.
      • The Customer will retrieve in a timely manner any electronic communications made available to the Customer by SOFFICIO (for example, electronic filing transaction data such as acknowledgements and e-mail messages in Customers mailbox).
      • The Customer is fully and solely responsible for:
        • selection of adequate and appropriate applications, modules, tools and content to satisfy Customers business needs and achieve Customers intended results;
        • use of the Application;
        • any results obtained from the Application;
        • selecting, obtaining and maintaining all hardware, software, computer capacity, Internet service, program and system resources and other equipment and utilities needed for access to and use of the Application, and for all associated costs; and
        • selection, use of, and results obtained from any other programs, computer equipment or services used with the Application.
      • The Customer acknowledges and agrees that to the extent the Application may be used in connection with the preparation and/or lodgement of forms, reports and other documentation with government authorities, the Customer is solely responsible for any such forms, reports, documentation and lodgements made via or using the Application. Among other things, the Customer is solely responsible for ensuring that any Lodgement:
        • is made on time; and
        • is received by the relevant authority (for example, by ensuring that it receives acknowledgment of receipt from the relevant authority).

    • 6.4. Customers Representations. The Customer represents and warrants that:

      • Customer has full power and authority to enter into, and perform its obligations under, these Terms and any Order Forms.
      • these Terms and all Order Forms have been duly authorised and constitute valid and binding obligations on the Customer.
      • Customer is accessing and using the Application solely for the Business Purpose.
      • Customer will not access or use the Application to create a product, service or database that competes with SOFFICIO or the Application.
      • Customer is responsible for complying with all rules, regulations and procedures of local, state, federal and foreign authorities applicable to Customer and its business.
      • Customer will be solely responsible for compliance with these Terms by the Authorised Users, and to the extent applicable, its Clients.
      • Customer will not violate the rights of any third party while accessing or using the Application.
    7. Confidentiality

    • 7.1. Confidentiality.

      • Each party will maintain the confidentiality of all Confidential Information of the other party obtained in connection with these Terms. Neither party will, without the prior written consent of the other party, disclose or make any Confidential Information of the other party available to any person, or use the Confidential Information of the other party for its own benefit, other than as contemplated by these Terms.
      • The disclosing party will retain all proprietary rights to the information it discloses in connection with these Terms.
      • Each partys obligations under this clause will survive termination of these Terms.

    • 7.2. Permitted disclosures. A party may disclose Confidential Information of the other party:

      • with the prior written consent of the disclosing party;
      • to its employees, officers, legal and professional advisers, but only to the extent that they need to know such information for the purposes of these Terms and they are bound by obligations of confidentiality at least as onerous as the obligations of confidentiality contained in these Terms; or
      • if the disclosure is required or permitted by law, court order, tribunal order or the rules of any stock exchange to which the party is subject.

    • 7.3. Expiration. Upon termination or expiration of these Terms, and subject to clause 3.9(c) which applies in relation to Customer Data, both parties agree to destroy all copies of written Confidential Information of the other party. Notwithstanding any of the foregoing, SOFFICIO shall be entitled to keep copies of Confidential Information of the Customer

      • .preserved or recorded in any computerised data storage device or component (including any hard drive or database) or saved automatically to standard back-up or archival systems, and/or
      • as required by applicable law or regulation; provided, that such Confidential Information shall remain subject to the confidentiality requirements set out in these Terms.
    8. Intellectual Property

    • 8.1. General. Title to, and all Intellectual Property Rights in the Application and any documentation relating to the Application remain the property of SOFFICIO (or its licensors).The Customer acknowledges that any discoveries, inventions, patents, design rights or other rights arising (directly or indirectly) out of or in connection with the performance of these Terms are the property of SOFFICIO.

    • 8.2. Customer Data. Title to, and any Intellectual Property Rights in, the Customer Data remain the property of the Customer. However, the Customers ongoing access to the Customer Data via the Application is contingent on full payment of the Fees. SOFFICIO adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss, damage or corruption of Customer Data. SOFFICIO expressly excludes liability for any loss, damage or corruption of data no matter how caused.

    9. Warranties and Acknowledgements

    • 9.1. Acknowledgement:The Customer acknowledges that:

      • The Customer is authorised to use the Application and to access the information that the Customer accesses using the Application (whether that information is the Customers or that of anyone else).
      • The provision of, access to, and use of, the Application is on an as is, where is basis and at the Customers own risk.
      • SOFFICIO does not warrant that the use of the Application will be uninterrupted or error free or that the Application will properly operate on or with any specific operating system or computer hardware or configurations. Among other things, the operation and availability of the systems used for accessing the Application, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Application. SOFFICIO is not in any way responsible for any such interference or prevention of the Customers access or use of the Application.
      • It is the Customers sole responsibility to determine that the Application meets the needs of the Customers business.
      • Failure to follow any documentation associated with the Application could result in erroneous data being produced by the Application and it is the Customers responsibility to check all final results produced by the Application for any anomalies. SOFFICIO does not guarantee that the Application checks for anomalies and accordingly incorrect data may be processed by the Application.

    • 9.2. No warranties:

      • To the extent permitted by law and subject to clause 9.2(b), SOFFICIO excludes all representations, warranties or terms (whether express or implied) other than those expressly set out in this Agreement and gives no warranty about the Application. Without limiting the foregoing, SOFFICIO does not warrant that the Application will meet the Customers requirements or that it will be suitable for the Customers purposes. To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement SOFFICIO makes no warranty of any kind that the Application, or any SOFFICIO or third party goods, services, technologies or materials (including any software), or any products or results of the use or any of them, will operate without interruption, achieve any intended result, be compatible or work with any other goods, services, technologies or materials (including any software, hardware, system or network), or be secure, accurate, complete, free of harmful code or error free. Any open source software is provided as is and any representation or warranty of or concerning any of them is strictly between the Customer and the third-party owner or distributor of such open source software.
      • This Agreement is to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions, guarantees or obligations. If such legislation applies, to the extent possible, SOFFICIO limits its liability in respect of any claim to, at SOFFICIOs option:
        • in the case of goods:
          • the replacement of the goods or the supply of equivalent goods;
          • the repair of the goods;
          • the payment of the cost of replacing the goods or of acquiring equivalent goods; or
          • the payment of having the goods repaired; and
        • in the case of services:
          • the supply of the services again; or
          • the payment of the cost of having the services supplied again.

    • 9.3. Consumer guarantees.The Customer warrants and represents that the Customer is acquiring the right to access and use the Application and entering into these Terms for the purposes of a business and that, to the extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction do not apply to the supply of the Application or these Terms. Where any consumer warranty or guarantee cannot be lawfully excluded, SOFFICIO limits its liability for any breach of any such consumer warranty or guarantee to the extent permitted by law.

    10. Limitation of Liability

    • 10.1. To the extent permitted by law, SOFFICIO excludes all liability and responsibility to the Customer (or any other person) in contract (including under an indemnity), tort (including negligence) or otherwise, for any loss (including Consequential Loss) or damage resulting, directly or indirectly, from the use of, or reliance on, the Application.

    • 10.2. SOFFICIOs total aggregate liability to the Customer for all claims relating to these Terms, whether arising in contract (including under an indemnity), tort (including negligence) or otherwise, will be limited to an amount equal to the licence Fees paid by the Customer in the previous 12 months.

    • 10.3.Without limiting this clause 10, SOFFICIO is not liable:

      • to the extent that the Customers acts or omissions contributed to the Customers loss;
      • for any processing deficiency (in any system) that is caused (in whole or in part) by input data that contains any date that is ambiguous as to the year, or is otherwise inaccurate;
      • for any defect or deficiency in any system or service that is not developed or provided by SOFFICIO under these Terms, including the Customers production and legacy systems and systems that receive data from systems produced by SOFFICIO;
      • for any losses caused to the Customer as a result of the Application being unavailable;
      • for any Consequential Loss; or
      • for any loss, damage or costs caused by any unauthorised access to the Application via the Internet or any other means. The Customer acknowledges that the Customer is responsible for all loss, damage and costs caused by viruses. It is the Customers responsibility to apply whatever protection measures the Customer considers appropriate.

    • 10.4. The Application may contain code, content, features, functionality, and components that are provided by third parties. In addition, electronic filing and/or other products or services used in connection with the Application may be offered through SOFFICIO but will be provided by third parties. Furthermore, the Application may require data and information from third parties in order to work properly. Any such third-party products or services shall be provided as is without warranty of any kind by SOFFICIO. All rights and obligations with respect to such third-party products or services shall be governed exclusively by the terms and conditions of agreements provided by suppliers of such third-party products or services and, to the extent permitted by law, the Customer releases SOFFICIO from all liability and responsibility with respect to such products or services.

    11. Term and Termination

    • 11.1. TermThese Terms, and the Customers right to access and use the Application, will commence on the Commencement Date and will continue for the Initial Term set out in the Order Form. Upon the expiry of the Initial Term and any subsequent renewal term, unless a party elects not to renew pursuant to clause 11.2.

    • 11.2. Non-renewal:Either party may elect not to renew these Terms or the licence or services under any Order Form, in which case these Terms shall terminate at the expiration of the then current term. For the avoidance of doubt, a party may elect not to renew one or more Application/s in accordance with this clause, in which case these Terms shall be terminated in respect of those Application/s but will remain in effect and automatically renew in relation to any other Application/s.

    • 11.3. Breach:If the Customer:

      • breaches any of these Terms and does not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
      • breaches any of these Terms and the breach is not capable of being remedied (which includes any breach of clause 3.3 or any payment terms breach); or
      • goes into liquidation or has a receiver or manager appointed in relation to any of its assets or becomes insolvent, or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction SOFFICIO may take any or all of the following actions, at its discretion:
      • terminate these Terms and the Customers use of the Application and the Website;
      • suspend for any definite or indefinite period of time, the Customers use of the Application and the Website;
      • take either of the actions in clauses 11.3(d) and 11.3(e) in respect of any other persons in the Customers organisation or who have access to the Customers information or that of the Customers organisation.

    • 11.4. Accrued Rights:Termination of these Terms is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms the Customer will:

      • remain liable for any accrued charges and amounts which become due for payment before or after termination; and
      • immediately cease to use the Application and the Website, and must return to SOFFICIO all copies of any associated documentation, except that the Customer may retain any records created by the Application required by law to be kept.

    • 11.5. Survival:Clauses 6.1, 6.4, 7, 8, 9, 10, 11, 12 and any other clauses which, by their nature, survive the expiry or termination of these Terms, continue in full force and effect following termination or expiry of these Terms.

    • 11.6. Transitional access:The Customer will be entitled to read-only access to the Customer Data stored in an Application database for a period of 30 days after termination or expiry of these Terms for the purpose of facilitating transition by the Customer to an alternative system.

    12. General

    • 12.1. Entire agreement:These Terms constitute the entire agreement of the parties regarding the subject matter of these Terms. To the extent permitted by law, all prior negotiations, commitments, representations (whether oral or written) and understandings are superseded by these Terms and are of no effect.

    • 12.2. Waiver:If either party waives any power, right or remedy under these Terms, this will not constitute a waiver of any other power, right or remedy under these Terms. A waiver will only be effective if made in writing and only in respect of the specific instance to which it relates.

    • 12.3. Assignment:The Customer may not assign, sublicense or transfer any rights or obligations under these Terms to any person without SOFFICIOs prior written consent. SOFFICIO may assign its rights and obligations under these Terms to a related body corporate upon written notice to the Customer.

    • 12.5. Governing law and jurisdiction:These terms shall be governed by and construed and enforced in accordance with the laws of India. Any controversies, conflicts, disputes, or differences arising out of this Policy shall be resolved by arbitration in Punjab in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 3 (three) arbitrators. Each Party shall appoint an arbitrator and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto. Subject to other provisions in this Clause, courts in Punjab shall have exclusive jurisdiction over all issues arising out of this Policy.

    • 12.6. Severability:If any part or provision of these Terms is illegal, invalid or unenforceable under applicable law, that part or provision will be severed from these Terms to the extent of the illegality, invalidity or unenforceability. The remainder of these Terms will be binding on the parties.

    • 12.7. Notices:Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission to the other partys Notice Address.

    • 12.8. Subcontracting:SOFFICIO may use subcontractors in connection with its performance of its obligations under these Terms.

    • 12.9. Force Majeure

      • A party (Affected Party) shall not be liable for any delay or failure to perform its obligations under these Terms (other than an obligation to pay money) if such delay or failure is due to a circumstance beyond the reasonable control of the Affected Party, including acts of God, natural disaster, fire, explosion, acts of war, terrorism, riots, civil commotion, malicious damage, sabotage or strikes, and any other circumstance beyond the reasonable control of the Affected Party (Force Majeure Event).
      • A party affected by a Force Majeure Event will be excused from performing its obligations under these Terms for the period of the Force Majeure Event and the time for performance of any such obligations will be extended accordingly.
    CONTACT INFORMATION

    Questions about the Terms of Service should be sent to us at support@sofficio.com