Modified on 01-01-2021
does not constitute the terms and conditions or terms of services of www.ERPNU.com but
are only for convenience. If any conflict occurs between this summary and other
parts of these terms, terms of the website shall prevail.
provides the hosting and support services for you and is operated by the
iCollab. This website is used under the following condition and may also be
used other then these;
✔ You must be 18 years old or above for the use of these services
✔ Abusive or illegal behavior will not be allowed or avoided by
✔ You use this website at your own responsibility;
✔ For payment gateway charges, bank charges and taxes you will bear
✔ Subscription will only be active when all payments be made on
pendency of payments or any free account may be deleted without any notice.
By doing so,
you hereby indicate that you have read, understood, and agree to the following
terms and conditions:
By ticking a checkbox and accepting terms and conditions;
Accessing the website or service;
Creating an account;
Accessing an account;
If you make any order or payment;
f) Allowing or accepting any other action that involves interacting
with the Service.
Security Vulnerabilities: https://ERPNU.com/security.
Level Agreement: https://ERPNU.com/support-sla.
and Conditions: https://ERPNU.com/terms.
The terms and
the documents mentioned may be changed at any time. Before your visit please
check the date on this page and the pages linked above to know when these
documents were last modified.
In case of
any question or query, you can contact iCollab regarding these terms at support@ERPNU.com.
www.ERPNU.com (“website”) is
managed or operated by iCollab Technologies Pvt. Ltd (“we,” “us,”
or “our”) welcomes you.
We offer you access to our
product and services through our “Website” (defined below) subject to the
following Terms of this agreement, which may be updated by us from time to time
with or without notice to you. We strongly recommend you to kindly go
through these Terms and Conditions. By accessing and using this Website, you
acknowledge that you have read, understood, and agree to be lawfully bound by
incorporated by reference (collectively, this “Agreement”). In case you do not
agree with any of these terms, then please do not use the Website.
hosting and support services provided by iCollab. These Terms are not
applicable to the software called ERPNU. ERPNU is software which is owned by
iCollab and other respective contributors. ERPNU may be published under open
source licenses such as the GNU General Public License, version 3 and/or other
license(s) as may be specified in the relevant source code and public
From time to time, we may change these terms. When we do, we will
notify you of any material changes as required by law or you can visit or check
our last modified date. This will include posting an updated copy here and
updating the “Last Updated” date. Please check periodically for updates.
the right to update or change our terms at any time and you should check these
terms periodically. Any such changes will become effective no earlier than
fourteen (14) days after they are posted, except that changes required
providing new features without negatively affecting your rights under these
Terms or changes made due to our legal obligations, including but not limited
to Our obligations under a law, regulation, court order or government order,
will be effective immediately. Your continued use of the Service after we post
any modifications to the Terms on this page will constitute your acknowledgment
of the modifications and your consent to abide and be bound by the modified
From time to
time we may also post certain additional terms and conditions, terms, rules or
guidelines posted on this website. Please use these terms after understanding
and accepting such additional terms. In case of any conflict between these
terms, the later shall prevail. In addition to any terms and conditions as
provided for above or herein, the following terms and conditions, and policies,
as updated from time to time, apply to your interactions on the Service:
defines how we collect, use and keep your private data. Your personal
Level Agreement. Additional terms and
conditions are applicable to www.ERPNU.com support and maintenance under the "Service Level
Agreement", incorporated herein by reference, and available at: https://ERPNU.com/support-sla.
- Reporting Security Vulnerabilities. Security vulnerabilities found by you can be reported to
this iCollab by visiting https://ERPNU.com/security. For more details regarding security vulnerabilities, please
see link "Scanning for Vulnerabilities" below.
iCollab provides explicit permission to access or use the Service without
agreeing to these Terms, by undertaking any or all of the following actions you
indicate your acceptance of these Terms:
By ticking a checkbox and accepting terms and conditions;
Accessing the website or service;
Creating an account;
Accessing an account;
If you make any order or payment;
Allowing or accepting any other action that involves interacting
with the Service.
accept, agree and confirm that you possess the legal authority to accept these
terms and also be able to enter into an agreement with iCollab under the
applicable laws and to use the service in accordance with all terms of this
website. If you are agreeing to use the Service(s) on behalf
of a company or organization, you agree that you
represent such company or organization and have the legal authority to accept
this agreement on behalf of such company or organization.
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.
means this Terms and Conditions agreement.
means the information made available by iCollab regarding the Service,
including user guides; help files; tutorials including written, audio and
video; policies; procedures; and other information made available by
iCollab regarding the Service(s), as updated from time to time.
means the open source software published or otherwise provided by iCollab
under the terms of the GNU General Public License, version 3 or such other
license as may be specified.
- " ERPNU.com" means the website and service available at https://ERPNU.com/.
iCollab", " We' , " Us", " Our"
shall have the meaning assigned in the Introduction above.
Terms" means an ordering document or online
order specifying the Services to be provided hereunder that is entered
into between iCollab and Customer or any of the Customer's Affiliates,
including any addenda and supplements thereto. For the purpose of this
Agreement, the term "Order Terms" includes documents titled
"Sales Order Form". By entering into Order Terms hereunder, an
Affiliate agrees to be bound by the terms of this Agreement as if it were
an original party hereto.
Policy" shall have the meaning assigned to it in the Introduction
Policy"shall have the meaning assigned to it in the Introduction
Security Vulnerabilities" shall have the meaning assigned to it
in the Introduction above.
means a User that has an active paid subscription for a Service. For
clarification, the following are not included in active paid
subscriptions: Trial; Services provided for no charge; and subscriptions
or Service(s) that have not been paid for, not renewed, expired,
terminated or discontinued.
"Service(s)", "Services" shall have the
meaning assigned in the Introduction above.
Level Agreement" shall have the meaning assigned in the Introduction
means this Terms and Conditions agreement.
means access to Service(s) provided by iCollab to Customer, for the
purpose of evaluation of such Service(s) by Customer, upon such terms as
may be specified by iCollab.
means ERPNU.com or any other
website owned and/or operated by iCollab that refers to this Agreement.
"Your", "User", "Customer"
shall have the meaning assigned in the Introduction above.
Use of Service and Access
3.1.Competence and Age of Users
users must be above 18 years of age. You agree that
you are more than 18 years of age and are fully able and competent to enter
into the terms, conditions, obligations, affirmations, representations, and
warranties set forth in these Terms, and to abide by and comply according to
these Terms. Service of the Website is not available to minors under the age of
18 or to any users suspended or removed from the system by us for any reason or
if you are the legal guardian of someone who has used our Service and is under
18 years of age. You hereby certify and
acknowledge that you are over the age of eighteen (Major) (18) or have the
legal ability to consent to use our services or have your Parent/Guardian
consent to use.
iCollab holds itself to high standards to ensure high-quality
customer experience in every interaction. The Service Level Agreement governs
the scope, terms of support, exclusions, categorization, resolution details,
release, support availability, and deployment schedule that will be applicable
to all Subscribers.
iCollab may, at its sole discretion and without any notification,
place reasonable technical or non-technical limitations on the use of the
Service(s) by Customer, regardless of whether or not such limitations are
communicated to Customer, including but not limited to allocation of storage
space, bandwidth, computing power, backup space or any other limitation
mentioned in Documentation or as specified in the Service. iCollab may, at its
sole discretion and without any notification, change such usage limits from
time to time. If your application or usage exceeds allocated resources, you may
receive a message indicating "Quota Exceeded" or another reasonable
method of indicating that a usage limit has been reached or exceeded.
We will do our utmost to ensure that availability of the Website
will be uninterrupted and that transmissions will be error-free. However, due
to the nature of the Internet, this cannot be guaranteed. Also, your access to
the Website may also be occasionally suspended or restricted to allow for
repairs, maintenance, or the introduction of new facilities or services at any
time without prior notice.
3.5.Date of publication.
Materials should only be considered current as of the date of
initial publication appearing thereon, without regard to the date on which you
may access the information.
3.6.Accuracy and Reliability of
The information, material or services included in or available
through this site may include inaccuracies or typographical errors. Advice
received via this site should not be relied upon for personal, medical, legal
or financial decisions.
3.7.Third Party Content.
The Website or Service may include content posted or made
available by third parties. You specifically agree that iCollab is not
responsible for any content sent using, posted on and/or otherwise made
available on the Website or Service by any third party.
Your account may be hosted on a server shared with other customers,
though each customer will have a separate database, folder, and authentication
a server may be hosted by iCollab or by a third
If a user
frequently encounters usage limits as specified above, the user may choose to move to a server that is not shared with
other customers. If you choose to move to a dedicated server, iCollab may, at
its sole discretion, assist Subscriber in shifting from Subscriber's current
shared hosting under this Agreement to a dedicated server at no additional cost
for such assistance. During these dedicated terms, you shall be solely
responsible to bear all the necessary expense or cost incurred due to such
dedicated servers, including hosting,
bandwidth and hardware costs and other relevant or associated costs. Users may choose to rent and set up the server itself or may ask
us to do so at their own expense. If a user
chooses us to set up a server, we will need to
access that specific server through SSH with
super user rights to set up a user account.
Some time Individual user account enrollment (“Account”) may be
required to access our services by providing necessary information. You agree
that you will not create multiple accounts by using your personal details and
also agree that you will not use other`s details without their permission for
your personal use. Know your
customers documentation & education certificates & business
incorporations must be provided partially or in combination. For your use of our services and for services
provider (Merchant/Seller) you must provide us with true, accurate, current and
complete information about you as prompted by our Account enrollment form or
any other prescribed form. User himself will be responsible for keeping the
confidentiality of their password and other account details and for all
activities that occur with this or by using this account.
You agree to
immediately notify iCollab of any unauthorized use of Your password or account
or any other breach of security.
You agree to maintain valid credit card information in your Account.
By providing us with credit card information you authorize us to bill and
charge your credit card. You must make all payments in
a timely manner in accordance with "Payments and Refunds" below.
of Your Use:
For your use
iCollab is a service provider that provides tools and a platform. User shall be
the sole responsible party to ensure that the use of provided Service(s)
complies with all applicable laws, and third-party privacy and intellectual
property rights. iCollab may remove any information in violation of this clause
at any time with or without prior notification and without assigning any
reason. In particular, user shall not host, display, upload, modify, publish,
transmit, update or share any information that
to another person and to which You do not have any right to;
grossly harmful, harassing, blasphemous, defamatory, obscene,
pornographic, pedophilic, libelous, invasive of another’s privacy,
hateful, or racially, ethnically objectionable, disparaging, relating or
encouraging money laundering or gambling, or otherwise unlawful in any
minors in any way;
any patent, trademark, copyright or other proprietary rights;
any law, rules or regulations for the time being in force in or outside
or misleads the addressee about the origin of such messages or
communicates any information which is grossly offensive or menacing in
software viruses or any other computer code, files or programs designed
to interrupt, destroy or limit the functionality of any computer
the unity, integrity, defence, security or sovereignty of India, friendly
relations with foreign states, or public order or causes incitement to
the commission of any cognisable offence or prevents investigation of any
offence or insulting any other nation;
or deletes any author attributions, legal or other proper notices or
proprietary designations or labels of the origin or source of software or
other material contained in a file, text, information or data that is
uploaded or otherwise provided by You;
of commercial solicitation, mass messaging, political campaigning or any
form of spam; and/or
likely to cause annoyance, inconvenience or needless anxiety.
otherwise if permitted by iCollab in writing, users shall not sell, resell, license, sublicense, distribute,
make available, rent or lease any Service or content. You shall not frame or
mirror any part of any Service or content, other than framing on the
user`s own intranet or otherwise for Your internal
business purposes or as permitted explicitly in the Documentation.
It is hereby
declared that users must not attempt to gain unauthorized access to any Service
or content or its related systems or networks except for the sole purpose of
reporting bugs or security vulnerabilities to iCollab in accordance with
iCollab's policy on Reporting Security Vulnerabilities as available at https://ERPNU.com/security, as may be modified by iCollab from time to time. You agree not
to use any bug or vulnerability found by yourself for any purpose except as
explicitly provided in the policy on Reporting Security Vulnerabilities. You
agree not to publish, or otherwise share with any third-party, any information
regarding any bug or vulnerability found by You until the expiry of a period of
six months from the date on which You report such vulnerability to iCollab, or
until a period of one month from the date on which iCollab releases a fix for
the bug or vulnerability, whichever comes sooner.
of Services. You must not misuse Services by
interfering with their normal operation or attempting to access them using
a method other than through the interfaces and instructions provided by
iCollab. You must not attempt, permit or undertake direct or indirect
access to or use of any Services or content in a way that circumvents a
contractual usage limit, or use any Services to access or use any of
iCollab's intellectual property except as permitted under these Terms or
Abusive Use and Excessive Use:
not undertake, permit others to undertake, promote undertaking, or otherwise
engage in any of the following:
an unreasonable or disproportionately large load on the Service of the
infrastructure of the Service (for example, by way of querying an API at
a higher rate than sustainable);
or excessive usage of the Services or the infrastructure of the Services,
which is usage significantly in excess of average usage patterns that
adversely affects the speed, responsiveness, stability, availability, or
functionality of the Services for other users;
Services by interfering with their normal operation or attempting to
access them using a method other than through the interfaces and
instructions provided by iCollab;
permit or undertake direct or indirect access to or use of any Service to
access or use any of iCollab's intellectual property except as permitted
under these Terms or Documentation;
support services by seeking support beyond the support provided under
these Terms (for example, seeking support for self-hosted instances of
ERPNU if you have paid iCollab for a cloud hosted instance of ERPNU);
cause errors or issues to seek support;
support for issues that are not related to the Services provided under
these Terms (for example, seeking support for learning general accounting
practices or business processes);
a user account between multiple people;
enable and disable user account(s) to artificially reduce the number of
support request, such as debugging custom scripts and/or support for new
feature customization. Technical support is not a part of the standard
support offering and can be purchased separately; and/or
support for processing and/or correction of data that was erroneously
entered by the users (for example, incorrect accounting entries/bookings,
and stock transactions such as not checking serial/batch entries).
not, without explicit prior written authorization from iCollab specifically
permitting such an action, perform reverse look-up, trace or seek to trace any
information on any other User or Customer of Website, including any account on
the Website not owned by You, to its source, or exploit the Website or any
service or information made available or offered by or through the Website, in
any way where the purpose is to reveal any information, including but not
limited to personal identification or information, other than Your own
information, as provided for by the Website.
or Unlawful Behaviour:
not to use the Service for fraudulent purposes, or in connection with criminal
offense or other unlawful activity. iCollab reserves the right to undertake any
civil or criminal action for breach of this clause.
We believe in
the value of being open and transparent regarding the security of our Services.
We value and appreciate users' help in
improving Our security. Vulnerability reports submitted in the past by users
such as users have helped us improve security for
everyone. Any and all vulnerability scans by user or any third-party on user's
behalf must comply strictly with the policy on
Reporting Security Vulnerabilities as provided in the Introduction above. In
particular, user hereby agrees not to:
or probe the Website or any Service for any vulnerability or bug for any
purpose other than the purposes provided in the policy on Reporting
Security Vulnerabilities; and/or
any vulnerability or bug found by you for any purpose other than reporting
such bug to Us for improving the security of the Website and Service(s).
Responsible for Backups:
solely responsible for ensuring that backups are set up correctly and are safe. users understand that iCollab can only recover or restore their
data or applications from backups created prior to the occurrence of any
incident. In the absence of availability of such a backup, iCollab cannot help users in restoring or recovering any data or information.
iCollab shall not be liable for any damaged, corrupt or missing backup, or lack
of backup. Customers should download and
maintain offline copies of backups to ensure their safety, security and
with the Terms:
be the sole responsible party for their compliance with these Terms.
Action by iCollab:
We (iCollab) reserves the right to initiate and/or undertake any
civil and/or criminal action for breach of this Section on Customer
Responsibilities, and in particular "Legality of Your Use",
"Personal Use", "Misuse of Services", "Abusive or
Excessive Use", "Information Extraction", "Fraudulent or
Unlawful Behaviour", "Scanning for Vulnerabilities" and "No
If a payment is required to use the Service, You undertake to make all
payments in a timely manner. You understand that failure to make any
payment on time may result in suspension or termination of this Agreement,
Your account or the Service. iCollab reserves the right to undertake any
action permitted under these Terms or an applicable law.
in Price. iCollab reserves the right to, at
any time, in its sole discretion and without prior notification, modify
the price of any service offered by iCollab, or to require payment for any
service that was previously provided by iCollab without any charge. No
such change in price shall be applicable to the then current term of any
active subscription, however, future subscription terms shall be charged
at the revised rates.
Chargeback. Chargebacks are strictly prohibited
under these Terms. You understand that initiation of a chargeback for a
payment already made may result in suspension or termination of this
Agreement, Your account, or the Service. iCollab reserves the right to
undertake any action permitted under these Terms or under any applicable
of Subscription. Customer or iCollab may cancel any
active subscription in accordance with "Termination by Customer"
or "Termination by iCollab" below.
Refunds may only be provided if they are applicable under the terms of
this Agreement. Refunds, if applicable, shall be made to the same payment
method or issuing bank from where the initial payment was received.
iCollab may, at its sole discretion, refuse to provide refunds to an
to Refuse Service. Prices and offers listed on the
Service are provided as an invitation to offer and may not indicate the
availability of the product or service. When You place an order for a
product or service, You provide us an offer to acquire such product or
service from Us. iCollab reserves the right to refuse to provide any
product or service to You without assigning any reason. If iCollab refuses
to provide any product or service to You, iCollab shall process refunds in
accordance with the "Refunds" clause above.
charges and fees. You shall be responsible for
payment of all fees/costs/charges associated with the placement of any
order for a product or service from Us and You agree to bear any and all
applicable taxes, charges and fees including but not limited to any form
of sales tax, use tax, value added tax, service tax, research &
development tax, import or export tax, or any other form of taxation,
duties and cesses, payment gateway charges, etc. You agree to pay all such
taxes, charges and fees without withholding or deduction.
If You are not an Indian Customer and You are required to withhold
or deduct any taxes from Support Fee, then You agree to increase the amount
payable to iCollab by the amount of such taxes so that iCollab receives the
full amount of fees or payments.
If users are an Indian Customer and You are required to withhold
or deduct any taxes, then You must notify the same to iCollab and wait for iCollab's
approval prior to placing any order for a product or service. iCollab reserves
the right to request for more information, request for proof of deduction or
payment, or deny any approval under this clause.
We iCollab may, in its sole discretion and without prior notification
the user, impose limits on the number of transactions
or transaction price received from a single Customer or payment method.
Exclusive Remedy:This Section
on Payments and Refunds provides Your sole remedy and iCollab's sole
responsibility for situations covered by this Section. You understand and agree
that this Section forms an essential basis for the Agreement.
Reservation of Rights. Subject to the limited rights expressly granted hereunder,
iCollab, its Affiliates, its licensors and content providers reserve all of
their rights, titles and interests in and to the Website, Service, content,
logos, software, text, images, graphics, video, audio and other materials
created by them, including all of their related intellectual property rights.
iCollab owns all right, title, and interest in and to iCollab's registered and
unregistered, domestic and foreign, trademarks, service marks, trademark
applications, service mark applications, trade names, patents, patent
applications, copyrights, copyright applications, discoveries, know-how and
trade secrets of and relating to the Services, including any and all templates
created by iCollab. No one may copy, reproduce, transmit, post, distribute or
create derivative works from the Services without express, prior written
authorization from iCollab. No rights are granted to You hereunder other than
as expressly set forth herein.
Copyright, authors' rights and database
rights. All content included on the Website, such
as text, graphics, logos, button icons, images, audio clips, digital downloads,
data compilations, and software, is the property of iCollab, its Affiliates or
its content suppliers and is protected by Indian and international copyright,
authors' rights and database right laws. The compilation of all content on this
website is the exclusive property of iCollab and its Affiliates and is
protected by laws of India and international copyright and database right laws.
All software used on this website is the property of iCollab, its affiliates or
its software suppliers and is protected by India and international copyright
and author' rights laws.
License by iCollab. Subject to Your compliance with these Terms and payment of
applicable fees, if any, iCollab grants a limited license to access and make
personal use of the Website and Service.
Restrictions on License by iCollab. Unless explicitly permitted otherwise by iCollab, You shall not
sell, resell, license, sublicense, distribute, make available, rent or lease
the Website, Service or any content, or their derivatives. You may not frame or
mirror any part of the Website. Without express written consent from iCollab
and/or its Affiliate(s), as may be applicable, You shall not:
download (other than page caching) or modify the Website, or any
portion of it;
use any meta tags or any other hidden text utilising iCollab's or
its Affiliates' names or trademarks;
use any data mining, robots, or similar data gathering or
otherwise download, copy or modify any information from the
Website, or Service or any portion of the Website or Service; and/or
Create and/or publish Your own database that features substantial
parts of this Website, including but not limited to prices and product or
service listings, trademarks or any other intellectual property right.
Unauthorized use of the materials appearing on this site may violate copyright,
trademark and other applicable laws, and could result in criminal or civil
e) Registered TradeMarks. ERPNU and iCollab are registered trademarks of iCollab
Technologies Pvt. Ltd. These trademarks may not be used in any manner without
prior written consent from iCollab.
of this Agreement. This Agreement may be modified
by iCollab from time to time. If We do this, We will post the modified
Terms on this page and will indicate the date these Terms were last
updated. Any such modifications will become effective no earlier than
fourteen (14) days after they are posted, except that the following
categories of modifications will be effective immediately: (i)
modifications required to provide new features without negatively
affecting your rights under these Terms; (ii) modifications made to
correct typographical errors; and/or (iii) or modifications made to comply
with legal obligations, including but not limited to Our or Your
obligations under a law, regulation, court order or government order. You
shall be responsible to review the Agreement from time to time in order to
be aware of any such modifications to these Terms. We may, for Our
convenience only and without waiving Your obligation to periodically
review the Agreement, attempt to notify You of significant modifications
to this Agreement through the Service user interface, in an email
notification or through other reasonable means. You understand and agree
that Your continued access, registration or use of the Website or Service
beyond the effective date of such modification shall be deemed to be Your
acceptance of all modifications to the Agreement.
of Website or Service. iCollab may, at any time and
without prior notice, introduce new features, remove or stop offering old
features, or modify existing features of the Website or Service. iCollab
reserves the right to charge a fee to access any new feature or service.
iCollab reserves the right to delete or modify information on the Website
or Service without prior notice.
Disclaimers and Limitation of Liability
A. Warranty Disclaimers. EXCEPT AS
EXPRESSLY PROVIDED HEREIN, iCollab PROVIDES THE SUPPORT SERVICE "AS
IS" AND "AS AVAILABLE" AND EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY CONDITION OR QUALITY,
FITNESS FOR A PARTICULAR PURPOSE OR QUIET ENJOYMENT, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW. CONTENT, TRIAL, BETA SERVICES AND FREE SERVICES
ARE PROVIDED "AS IS," AND "AS AVAILABLE" EXCLUSIVE OF ANY
WARRANTY WHATSOEVER. CUSTOMER UNDERSTANDS THAT iCollab IS DEPENDENT ON CERTAIN
THIRD PARTIES AND ON MATTERS OUTSIDE ITS CONTROL FOR DELIVERING THE SERVICES.
iCollab AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE iCollab PRODUCTS
WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE, ACCURATE OR COMPLETE OR
COMPLY WITH REGULATORY REQUIREMENTS, OR THAT iCollab WILL CORRECT ALL ERRORS.
iCollab DOES NOT REPRESENT OR WARRANT NON-INFRINGEMENT OF THIRD-PARTY
INTELLECTUAL PROPERTY RIGHTS BY THIRD-PARTY COMPONENTS. iCollab DOES NOT
GUARANTEE, REPRESENT OR WARRANT CONSULTATION RESULTS, IDENTIFICATION OF ALL
ISSUES, OR THAT ALL ERRORS AND BUGS WILL BE CORRECTED TO CUSTOMER'S SATISFACTION.
iCollab SHALL NOT BE LIABLE FOR CUSTOMER'S CONTENT, MATERIAL OR THIRD PARTY
MATERIAL, INCLUDING LINKS TO THIRD PARTY WEBSITES AND ACTIVITIES. iCollab SHALL
NOT BE RESPONSIBLE FOR CUSTOMER'S FAILURE TO STORE, DOWNLOAD, OR BACKUP ITS
DATA. CUSTOMER SHALL REMAIN RESPONSIBLE TO EVALUATE THE ACCURACY, RELIABILITY,
COMPLETENESS AND USEFULNESS OF ANY AND ALL CONTENT DELIVERED THROUGH THE
SERVICES. iCollab IS NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE TO PERFORM OR
DELAY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT THE
FAILURE OR DELAY IS CAUSED BY CIRCUMSTANCES BEYOND iCollab'S REASONABLE CONTROL
(SUCH AS EVENTS MENTIONED UNDER "FORCE MAJEURE" BELOW). iCollab SHALL
NOT BE LIABLE FOR ANY INDIRECT DAMAGE, INCLUDING FINANCIAL LOSS, SUCH AS LOSS
OF PROFIT, UNLESS iCollab HAS ACTED WITH GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THE ABOVE SHALL APPLY EVEN IF iCollab WAS ADVISED OF THE
POSSIBILITY OF SUCH EVENTS OR THEY WERE FORESEEABLE.
Limitation of Liability. AS FAR AS PERMITTED BY APPLICABLE LAW, iCollab AND ITS DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE FOR
ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES
(INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE
LIKE) ARISING OUT OF (A) THE USE OF THE SERVICE, (B) THE CONTENT ON THE
SERVICE, (C) WEB SITES LINKED TO THE SERVICE AND THE CONTENT, GOODS AND/OR
SERVICES PROVIDED THEREIN (D) ANY DECISION MADE OR ACTION TAKEN BY YOU IN
RELIANCE UPON THE INFORMATION WITHIN, OR CONTENT OF, THE SERVICE, AND/OR (E)
THE INABILITY TO USE THE SERVICE AND CONTENT CONTAINED THEREIN (INCLUDING, BUT
NOT NECESSARILY LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME,
DAMAGE TO OR REPLACEMENT OF PROGRAMS AND DATA), WHETHER BASED IN CONTRACT OR
TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IF THE FOREGOING LIMITATION IS PROHIBITED BY
AN APPLICABLE LAW, iCollab'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS
LIMITED TO RE-PERFORMANCE OF THE SUPPORT SERVICES OR LIQUIDATED DAMAGES. IN NO
EVENT WILL iCollab BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES. IN NO SITUATION
SHHALL iCollab'S LIABILITY 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 UNDER THE
"PAYMENTS AND REFUNDS" SECTION ABOVE.
Exclusive Remedy. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN THIS
AGREEMENT, CUSTOMER'S EXCLUSIVE REMEDY, AND iCollab'S ENTIRE LIABILITY, WILL BE
THE RE-PERFORMANCE OR RE-DELIVERY OF THE DEFICIENT SERVICE, OR IF iCollab
CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER,
TERMINATION OF THE RELEVANT SERVICE, IN WHICH CASE CUSTOMER MAY RECEIVE A PRO
RATA REFUND OF THE SUPPORT FEE PAID FOR THE DEFICIENT SERVICE AS OF THE
EFFECTIVE DATE OF TERMINATION.
D. Essential Basis. CUSTOMER
ACKNOWLEDGES THAT iCollab HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN
RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE
SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
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 iCollab includes the Services and
Content, and the terms and conditions of this Agreement, and all orders placed
under this Agreement (including pricing), any software or documentation related
to the Services, iCollab samples and templates, trade secrets, technical
know-how, inventions, materials, product development plans, marketing plans,
customer lists and email addresses, the know-how, proprietary strategy on
communications, reports, and findings. 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.
However, 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 under this Agreement and in
connection with the evaluation of additional iCollab 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) to (i)
not use any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement and (ii) except as otherwise authorized by
the Disclosing Party in writing, limit access to Confidential Information of
the Disclosing Party to those of its and its Affiliates' employees and
contractors who need that access for purposes consistent with this Agreement
and who have signed confidentiality agreements with the Receiving Party
containing protections not materially less protective of the Confidential
Information than those herein. Neither party will disclose the terms of this
Agreement or any order placed under this Agreement to any third party other
than its Affiliates, legal counsels and accountants without the other party's
prior written consent, provided that a party that makes any such disclosure to
its Affiliate, legal counsels or accountants will remain responsible for such
Affiliate's, legal counsel's or accountant's compliance with this
"Confidentiality" section. Notwithstanding the foregoing, iCollab may
the terms of this Agreement and any applicable Order Form to a
subcontractor or Non-iCollab Application Provider to the extent necessary to
perform iCollab's obligations under this Agreement, under terms of confidentiality
materially as protective as set forth herein; and
Information in accordance with the Section on "License by
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the
Disclosing Party to the extent compelled by law to do so, including but not
limited to obligations under a local, state or federal law, provided that the
Receiving Party gives: (a) prior notice of the compelled disclosure to the
Disclosing Party (to the extent legally permitted); and (b) 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
by Customer. Customer shall indemnify and hold
iCollab and its directors, officers, agents, employees, contractors and
assigns harmless from and against any claim, suit, proceedings, losses,
expenses incurred, attorneys' fees, damages or costs awarded, or amounts
paid in a settlement, arising out of unauthorized access by persons using
Customer's login credentials, of data provided by Customer, or a breach of
the terms of this Agreement, or use beyond the scope of the intended use
by Customer, its affiliates, employees, contractors or authorised agents,
or any combination thereof. Customers
shall have no obligation or liability hereunder for any claim resulting
from iCollab's sole negligence.
by iCollab. iCollab shall indemnify and hold
Customer harmless from and against any claim, suit, proceedings, losses,
expenses incurred, damages or costs awarded, or amount paid in a
settlement approved by iCollab, arising out of a breach of the terms of
this Agreement solely by iCollab, limited to the extent of fees received
by iCollab from Customer or due from Customer to iCollab in the term
during which the breach occurred, for the service in which the breach
Remedy. This "Indemnification"
section states the indemnifying party's sole liability to, and the
indemnified party's exclusive remedy against, the other party for any
claim described in this section.
of Agreement. This Agreement commences on the date
Customer first accepts it and continues until all subscriptions hereunder
have expired or have been terminated.
of Purchased Subscriptions. The term of each
subscription shall be as specified at the time of placing the order for
the subscription. Except as expressly provided in the applicable Order
Form, promotional or one-time priced subscriptions shall not be renewed at
the promotional or one-time price, but shall instead be renewed at
iCollab's applicable list price in effect at the time of the renewal.
by Customer. Customer may terminate this
Agreement (a) for cause upon 30 days written notice to iCollab of a
material breach if such breach remains uncured at the expiration of such
period, or (b) for cause immediately upon sending a written notice if
iCollab becomes the subject of a petition in bankruptcy or any other
proceeding relating to insolvency, receivership, liquidation or assignment
for the benefit of creditors; or (c) upon 45 days written notice to
iCollab without assigning any reason. For the purpose of this clause,
written notice must be sent to support@ERPNU.com with the subject line
"Notice of Termination of Agreement".
by iCollab. iCollab may terminate this Agreement
and/or subscription(s) or Service(s) purchased or paid for under this
Agreement and/or any account under this Agreement (a) for cause upon 30
days written notice to Customer of a material breach if such breach
remains uncured at the expiration of such period, or (b) for cause
immediately upon sending a written notice if Customer becomes the subject
of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of
creditors, or (c) for cause immediately and without notice for failure to
make timely payment; or (d) upon 45 days written notice to Customer
without assigning any reason; or (e) immediately, without notice and without
assigning any reason, in case of a free account and/or trial account. For
the purpose of this clause, written notice, if required, must be sent to
the Customer's registered email address.
of Termination. iCollab will retain Your data for a
minimum period of 30 days from the date of termination of this Agreement,
during which time it may be available for You to download. After this
period of 30 days from the date of termination of the Agreement, iCollab
may delete Your data without prior notice and without assigning any
reason. You shall be the sole liable party for any damage or loss incurred
by You or a third party as a result of destruction or loss of access to
or Payment upon Termination. If this Agreement
is terminated by Customer or iCollab in accordance with "Termination
by Customer" or "Termination by iCollab" above, and
Customer has complied with these Terms, then iCollab shall refund to
Customer any prepaid fees covering the remainder of the term of active
yearly/annual subscriptions after the effective date of termination on a
pro-rated basis. In no situation will iCollab be liable to provide any
refund for the termination of: (i) any Trial account; (ii) free
service(s); and/or (iii) subscriptions that are valid for less than 365
days (for example monthly, weekly or daily). In no circumstance shall
iCollab be liable to refund any amount to Customer for termination of this
Agreement or any Service by Customer except if such termination has been
done by Customer or iCollab in accordance with "Termination by
Customer" or "Termination by iCollab'' above. Upon termination of this
Agreement by either party, Customer shall pay to iCollab any unpaid fees,
dues or amounts for Service(s) that have been provided by iCollab prior to
the effective date of termination of the Agreement or Service, regardless
of whether such Service(s) were used by Customer, regardless of which
party terminated the Agreement or Service, and regardless of the reason
for termination of the Agreement or Service.
Provisions. The sections titled "Payments
and Refunds", "License by Customer",
"Confidentiality", "Warranty Disclaimers and Limitation of
Liability", "Indemnification", "Refund or Payment upon
Termination", "Surviving Provisions", "General Provisions"
and any other section or clause which by its nature survive termination or
expiration of this Agreement shall survive the termination of the
Agreement until such time till the obligations are fulfilled and/or those
sections or clauses are no longer applicable.
of Data. In case of a paid subscription, the
data is owned by the company or organisation in whose name the invoice is
made out and not the account holder.
Regarding Ownership of Account. In case of dispute about
ownership of the account, Customer must provide a government registered
document or government registered document number (as requested by
iCollab) with the name of the company/organisation and address to prove
the ownership/control of the company/organisation to iCollab's
satisfaction. iCollab reserves the right to ask for a court order, and/or
additional documentation and/or proof of ownership or control over the
company/organisation. In case there is no government authorized
registration of the company/organisation, then iCollab will not transfer
the account to any other party, and the account will remain in the
possession of the person that has valid credentials to access such an account. If there is a
government website that shows the official address and registered owners
of the company/organisation and if the registered owner does not have
access to the account, then iCollab will block access to the existing
users and re-issue password to one user that will be sent to the
registered address via post/courier.
Associated with Account Disputes. All costs
associated with this Section on "Disputed Accounts" must be
borne by the company, organisation or person that wishes to gain access to
such disputed account.
Orders. If there is an ongoing legal dispute
regarding any account or data, then, subject to a relevant court,
government or law enforcement order, we will keep the account frozen until
relevant directions are received from a court, government or law
- Loss or Deletion of Data During
Dispute. In order to avoid loss or deletion
of such disputed data, iCollab requests the parties to a dispute to
amicably decide, at the beginning of the dispute, which party shall be
responsible to pay for the disputed data and account until such a dispute
is resolved. iCollab reserves the right to undertake any action permitted
under these Terms, including termination of any subscription, account or
this entire Agreement, for non-receipt of any subscription fee in time. iCollab
shall not be responsible for the loss or deletion of any or all data
following termination of any subscription, account or this Agreement by
iCollab due to non-payment of dues during the pendency of any dispute
under this Section on "Disputed Accounts".
Websites, Apps or Services. The Website or
Service may contain links to external third-party websites, apps or
services. iCollab does not guarantee, approve or endorse the information
or product available on such third-party websites, apps or services, nor
does a link indicate any association with or endorsement of the linked
website, app or service. We do not operate or control and have no
responsibility for the information, products and/or services found on any
external sites. Nor do We represent or endorse the accuracy or reliability
of any information, products and/or services provided on or through any
external sites, including, without limitation, warranties of any kind,
either express or implied, warranties of title or non-infringement or
implied warranties of merchant-ability or fitness for a particular
purpose. You assume complete responsibility and risk in your use of any
external website, app or service. iCollab shall not be responsible for any
loss or damage incurred by You while dealing with any third party. You
should direct any concerns regarding any external link to the relevant
website's, app's or service's administrator, owner or webmaster. You are
hereby informed to exercise utmost caution when visiting any third-party
website, app or service.
Agreement. This Agreement constitutes the
entire agreement between iCollab and Customer pertaining to the subject
matter hereof and supersedes in its entirety all written or oral
agreements between the Parties.
The parties agree that if any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law or otherwise
unenforceable, the parties will attempt in good faith to make the least
amount of changes necessary to this Agreement in order to restore the
original intention or approximate the original intention behind the
removed clause. If such modification is not possible, such provision will
be deemed null and void, and the remaining provisions of this Agreement
will remain in effect.
Majeure. You understand that there may be an
occurrence of an event or effect that cannot be reasonably anticipated or
controlled, which even by the exercise of reasonable diligence cannot
prevent non-performance, and in particular, performance of the Service or
fulfilment of an Order or Instruction. These occurrences and events
include, but are not limited to: acts of God; acts of government; acts of
war; acts of public enemies; acts of terror; strikes or other labour
problems; pandemic; epidemic; floods; fires; earthquakes; civil unrest;
riots; explosions; outages; general Internet brown-outs or black-outs or
shortage of bandwidth; hardware failures; hacking, denial of service or
ransomware attacks; actions of the elements; or other causes beyond the
control of iCollab in the performance of this Agreement. Upon the
occurrence of such event or effect You agree to excuse performance under
this Agreement and not hold iCollab liable for the delay in or failure of
performance under this Agreement. Any such delay in or failure of
performance shall not constitute default or give rise to any liability for
You may not assign any of Your rights or obligations hereunder, whether by
operation of law or otherwise, without iCollab's prior written consent.
iCollab may assign this Agreement in its entirety, without Your consent,
to its Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets. Subject
to the foregoing, this Agreement will bind and insure to the benefit of the parties,
their respective successors and permitted assigns.
between Parties. The parties to this Agreement are
independent and nothing in this Agreement shall make them partners,
employees, agents, or other representatives of the other party hereto.
Neither party shall make any representation that suggests otherwise.
Governing Law and Jurisdiction. Both Parties shall
make every effort to resolve all differences amicably taking into
consideration the cause for which the parties have purposed to work
together. In the event of any unresolved dispute the same shall be settled
in accordance with the Indian The Arbitration and Conciliation (Amendment)
Act, 2019 by appointing a sole arbitrator with mutual consent. The
decision of the arbitrator shall be final. The parties shall bear their
own individual costs and the costs of the arbitration shall be borne equally
by the parties. The venue of arbitration and the seat of arbitration shall
only be at Hyderabad in India. The Courts at Hyderabad shall have the
exclusive jurisdiction to enter the award. The language of the arbitration
shall be English.
No failure or delay by iCollab in exercising any right under this
Agreement will constitute a waiver of that right.
The headings and subheadings
in this Agreement are for convenience only and do not affect the meaning
of the relative section / clause.
In this Agreement, the singular includes the plural and the plural the
singular; words importing any gender include the other genders; references
to statutes are to be construed as including all statutory provisions consolidating,
amending or replacing the statute referred to; the word "or"
shall be deemed to include "and/or", the words
"including", "includes" and "include" shall
be deemed to be followed by the words "without limitation";
references to articles, sections (or subdivisions of sections) or exhibits
or schedules are to those of this Agreement; and references to agreements
and other contractual instruments shall be deemed to include all
subsequent amendments and other modifications to such instruments, but only
to the extent such amendments and other modifications are not prohibited
by the terms of this Agreement.
Information. If You have any questions or