The client acknowledges that they have reviewed this agreement, comprehended its contents, and willingly agree to abide by its terms. The HUBTOL ERP software is licensed to the client, and its services are extended to the client under the explicit condition that the client accepts all the stipulated terms and conditions. Prior to subscribing to any of our services, we request the client to thoroughly read the terms of this agreement. By agreeing to this, the client is giving their consent to be bound by the terms and conditions as outlined herein and committing to adhere to them.
1. Definitions
1.1 Third-Party Services: If the services provided rely on or integrate with third-party services or software, this section may describe the responsibilities and limitations regarding those third-party services.
1.2 Data Retention: This term defines how long and under what conditions data collected during the provision of services will be stored, and when and how it will be deleted.
1.3 Subscription: A subscription outlines the terms under which a client can access and use a service, often specifying the duration and cost of the subscription.
1.4 No Waiver: This provision specifies that any failure by one party to enforce a particular term or condition of the Agreement does not constitute a waiver of that term or condition and does not affect its future enforceability.
1.5 Termination: This is the process or act of ending the contractual relationship between the parties, often specifying the conditions and procedures for doing so.
2. Terms
2.1 This Agreement becomes effective upon your acceptance of the terms of service provided by DIGITALVORTEX TECH LTD and will remain in effect until the expiration or termination of all Order Forms in accordance with this Agreement
2.2 Termination for Cause: Regardless of the preceding provisions, DIGITALVORTEX TECH LTD has the right to terminate this Agreement immediately, without prior notice, in the event of fraud, dishonesty, willful neglect, misconduct, or a substantial violation of the terms outlined in this Agreement or any relevant Acceptance Document.
3. Professional Services
3.1 Scope of Work: DIGITALVORTEX TECH LTD will furnish the Client with services outlined in one or more Order Forms. These services are subject to the terms and conditions specified in this Agreement. Each Order Form will provide a comprehensive description of (i) the specific modules and subscriptions included, (ii) the duration for which these modules and subscriptions will be accessible, and (iii) the corresponding fees to be remitted by the Client. Each Order Form shall be considered as an individual agreement that integrates these overarching terms and conditions. The services associated with these modules and subscriptions are an integral part of the services covered by this Agreement. Any mention of this Agreement encompasses Order Form that remains in effect.
3.2 Subscription Rate Adjustments: The subscription rates for our services may be modified over time. DIGITALVORTEX TECH LTD will provide the Client with a minimum of thirty (30) days' notice prior to implementing any changes to the subscription rates associated with the services. Following this notice period, the revised subscription rate will come into effect for the services without requiring additional formalities. If the Client opts not to accept this rate adjustment, they have the option to terminate the relevant Order Form.
3.3 Commitments of DIGITALVORTEX TECH LIMITED: (i) It pledges to execute the Services with professionalism, engaging qualified personnel, contractors, and subcontractors, in strict accordance with the stipulations of this Agreement; (ii) Throughout the execution of the Services, DIGITALVORTEX TECH LTD shall refrain from any unauthorized utilization of confidential or proprietary data belonging to third parties; and (iii) DIGITALVORTEX TECH LTD commits to adhere to all pertinent laws, regulations, and guidelines governing the delivery of the Services
4. License of HUBTOLL ERP a product of DIGITALVORTEX TECH LTD
4.1 Subscription License: Upon subscribing and starting from the relevant Software Commencement Date, DIGITALVORTEX TECH LTD extends to the Client a license for the usage of HUBTOLL ERP. This non-refundable license fee bestows upon the Client a limited, non-exclusive, revocable, non-sublicensable, and non-transferable right to employ the HUBTOLL ERP Software, contingent upon the restrictions detailed in Section 4. The license remains valid only during the duration of the active subscription as specified in the Order Form, and it is subject to termination as otherwise specified herein.
4.2 Renewal Clause: Upon the expiration of the initial subscription term, the Client may opt to renew their subscription for additional periods subject to the following terms and conditions:
Renewal Notice Period: DIGITALVORTEX TECH LTD will provide the Client with notification of an upcoming subscription expiration at least ten (10) days in advance for monthly subscription plans and three (3) months in advance for annual subscriptions.
Renewal Fee: To renew the subscription, the Client shall be required to remit the applicable renewal fee, as specified by DIGITALVORTEX TECH LTD.
Uninterrupted Services: The renewal will ensure uninterrupted access to the HUBTOLL ERP Software, subject to the terms and limitations outlined in this Agreement.
Pricing Adjustments: DIGITALVORTEX TECH LTD reserves the right to modify the renewal subscription fee, and such adjustments will be communicated to the Client in advance, following the same notification period as stated in section 3.2
Terms and Conditions: The terms and conditions of this Agreement, as they relate to the renewed subscription, shall remain in force during any renewal periods, unless otherwise negotiated and agreed upon by both parties.
4.3 Title Acknowledgment: The Client acknowledges and concurs that HUBTOLL ERP Software is provided under a license and not sold. DIGITALVORTEX TECH LTD shall consistently maintain exclusive title and ownership of the ERP Software, along with any associated patents, trademarks, service marks, database rights, copyrights, moral rights, design rights, know-how, and all other intellectual or industrial property rights, whether registered or unregistered, throughout the world.
4.4 Restrictions on Usage. The following restrictions shall apply to the use of HUBTOLL ERP Software:
(a) Internal Use Restriction: The Client is permitted to use HUBTOLL ERP Software solely for its internal business operations and purposes. The Client must not allow any third party to access or use HUBTOLL ERP Software without obtaining prior written consent from DIGITALVORTEX TECH LTD. Without explicit written authorization from DIGITALVORTEX TECH LTD, any form of resale and re-licensing of HUBTOLL ERP Software is strictly prohibited and will be deemed invalid. Additionally, the Client may not offer HUBTOLL ERP Software on a service bureau or application service provider basis without obtaining prior written consent from DIGITALVORTEX TECH LTD.
(b) Duplication Prohibition: The Client is prohibited from copying, reproducing, modifying, adapting, translating, creating derivative works from, republishing, uploading, posting, transmitting, or distributing the HUBTOLL ERP Software.
(c) Reverse Engineering Restriction: The Client is explicitly prohibited from engaging in activities such as decompiling, disassembling, or reverse engineering HUBTOLL ERP Software, or any attempts to unveil the source code, structure, sequence, or organization of said code.
(d) Disruption Prohibition: The Client must refrain from utilizing the HUBTOLL ERP Software to upload, post, email, or transmit any worms, viruses, or other computer files, code, or programs with the intent to disrupt, interrupt, restrict, or disable any aspect of the HUBTOLL ERP Software's functionality, or any hardware or telecommunications equipment owned by DIGITALVORTEX TECH LTD
(e) Crawler and Interface Usage: The Client is prohibited from accessing the HUBTOLL ERP Software through interfaces not supplied by DIGITALVORTEX TECH LTD, or by employing automated methods, including, but not limited to, scripts, robots, or web crawlers.
4.4 Software Enhancements: DIGITALVORTEX TECH LTD retains the right, although not the obligation, to make improvements, enhancements, or modifications to the HUBTOLL ERP Software at its discretion, at any point and as needed. Nevertheless, DIGITALVORTEX TECH LTD commits to informing the Client of any substantial changes that might have an adverse impact on the Client's utilization of the HUBTOLL ERP Software.
4.5 Infringement Mitigation: If the Client becomes aware of any unauthorized usage of the HUBTOLL ERP Software not permitted by this Agreement, the Client shall promptly take all reasonable actions to cease such unauthorized use of the HUBTOLL ERP Software. Additionally, the Client must formally notify DIGITALVORTEX TECH LTD in writing about any instances of unauthorized use.
5. Payment And Taxes
5.1 Non-Refundable Fees: The Client acknowledges that all fees owed under this Agreement are strictly non-refundable and cannot be retained or offset, unless explicitly specified otherwise in the relevant Order Form or other Acceptance Document.
5.2 Value Added Tax (VAT): Invoices will include any applicable Value Added Tax (VAT) as required by tax regulations. The Client is responsible for remitting the specified VAT amount to the tax authorities, and DIGITALVORTEX TECH LTD will ensure the accurate collection and subsequent payment of VAT in compliance with the applicable tax laws. VAT details will be clearly itemized on the invoice for the Client's reference and records.
6 Feedback.
The Client provides DIGITALVORTEX TECH LTD with a royalty-free, global, enduring, non-reversible, and transferrable license to employ, adapt, distribute, and integrate into the software any suggestions, enhancement requests, recommendations, proposals, corrections, or other feedback or information furnished by the Client concerning the software's operation or functionality. This license does not necessitate any attribution.
7. Client Data
7.1 Ownership of Client Data: The Client retains full ownership of all title and intellectual property rights associated with the Client Data. The Client acknowledges and consents to DIGITALVORTEX TECH LTD storing and maintaining Client Data for a duration consistent with DIGITALVORTEX TECH LTD's standard business procedures for rendering the Services. The Client grants DIGITALVORTEX TECH LTD the right to host, utilize, process, display, and transmit Client Data as necessary to provide the Services in compliance with this Agreement and the relevant Order Forms. The Client bears sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Client Data, as well as obtaining any rights related to Client Data that DIGITALVORTEX TECH LTD requires to perform the Services.
7.2 Data Transmission: The Client acknowledges that the technical processing and transmission of Client Data are essential for the provision of Services. The Client expressly grants consent to DIGITALVORTEX TECH LTD to use Client Data as required to deliver Services as detailed in any applicable Order Form. The Client is aware and understands that the transmission of Client Data will occur over the internet and various networks, which may be owned or operated by third-party providers. Furthermore, the Client acknowledges and understands that when Client Data is transmitted over the internet, network communication facilities, telephone, or other electronic means, it may be subject to potential access by unauthorized parties. Without diminishing DIGITALVORTEX TECH LTD's responsibilities, it is important to note that DIGITALVORTEX TECH LTD is not liable for any delays, loss, alteration, interception, or storage of Client Data that occurs during the transmission or migration across networks not owned or operated by DIGITALVORTEX TECH LTD, including but not limited to the internet and the Client's local network.
8. Confidentiality
Confidentiality Obligations: Both parties agree to treat all non-public information and materials received from the other party as confidential and to use best efforts to protect the confidentiality of such information. This includes, but is not limited to, business strategies, financial data, technical specifications, and any proprietary or sensitive information exchanged during the course of this Agreement. The obligations of confidentiality will continue even after the termination of this Agreement. However, these obligations do not apply to information that is publicly available or becomes so without a breach of this Agreement, or that is independently developed without the use of the other party's confidential information.
9. Indemnification
9.1 Indemnification By Client: The Client agrees to indemnify and hold DIGITALVORTEX TECH LTD and its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any third-party claims or actions resulting from: -Any breach of the terms and conditions of this Agreement by the Client. -Any violation of applicable laws or regulations by the Client. -Any content or materials provided by the Client, including but not limited to Client Data, that infringe upon the intellectual property rights or other rights of a third party or result in harm or damage to any third party.
9.2 Indemnification By DIGITALVORTEX TECH LTD: DIGITALVORTEX TECH LTD agrees to indemnify and hold the Client and its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with any third-party claims or actions resulting from: -Any breach of the terms and conditions of this Agreement by DIGITALVORTEX TECH LTD. -Any violation of applicable laws or regulations by DIGITALVORTEX TECH LTD. -Any content or materials provided by DIGITALVORTEX TECH LTD that infringe upon the intellectual property rights or other rights of a third party or result in harm or damage to any third party.
Both parties' indemnification obligations are subject to the conditions and limitations set forth in this Agreement and are contingent upon receiving prompt written notice of any such claim, cooperation in the defense, and the exclusive right of the indemnifying party to control the defense and settlement of such claims
10. Agreement
10.1 Entire Agreement: This Agreement integrates by reference all Acceptance Documents, which encompass but are not limited to all Order Forms executed by the parties periodically and their accompanying schedules, in addition to these General Terms and Conditions. This Agreement shall prevail over all prior proposals, whether oral or written, negotiations, representations, commitments, writings, agreements, and any other communications between the parties. The responsibilities and obligations of both parties under this Agreement shall persist, and this Agreement shall extend to any successors or permitted assigns.
10.2 Modification of Agreement: DIGITALVORTEX TECH LTD reserves the right to modify these terms of use at any time. Any additional or distinct terms will become valid, binding, and effective upon their publication on HUBTOLL's website or any subsequent website. In the event of substantial changes to this Agreement that significantly impact the Client's rights, the Client will receive notification of these changes via email. The parties mutually recognize that the Client's continued engagement with HUBTOLL ERP software, as well as the ongoing use and receipt of Items, subsequent to the publication of alterations to these terms of use, will constitute adequate and ample consideration, signifying the Client's irrevocable acceptance of these additional or different terms.
11. General Provisions
11.1 Publicity: The Customer grants DIGITALVORTEX TECH LTD permission to identify the Customer as a client and to utilize the Customer's name and/or logo for advertising or promotional purposes
11.2 Additional Commitments: Each Party agrees to promptly perform, execute, deliver, or facilitate all necessary actions, documents, and tasks that the other party may reasonably request to ensure the full implementation and compliance with the Agreement.