ERP CRM Terms & Conditions of Sale
The terms and conditions outlined below, are in place to protect both parties and by paying for services, the client is agreeing to be bound by them.
Ovoru makes available to its Clients access to ERP & CRM
Business Management Solutions software delivered over the Internet
and accessible via a web browser. Ovoru Services offer its Clients
the feature of paying only for the number of active users connecting
created into their instance(s).
In addition to making Software available, Ovoru also makes disk space
available for each Client to store and access it's data. The size of
this disk space is explicitly defined in the "Pricing" page of the
relevant Ovoru websites. If the storage capacity as specified by Ovoru
is exceeded, the Client will be billed in accordance with this Contract
in force and with the rates published on the relevant Ovoru websites
on the day that the excess is reported.
The Software may be modified by improvements or updates without
prior notice to Clients.
Ovoru reserves the right to stop providing any particular Service.
Customers will be warned thereof by all available means and will continue
to have access to such Service for the remaining period of the contract or
will have at least two months' prior notice before access to the Service is
definitively suspended. Under no circumstances may Ovoru be used to replace a
Client business function. Recommendations provided by Ovoru are solely for
indicative purposes relating to Software usage and may not be construed as
recommendations regarding the organization or management of the Client's
business activities.
To fight against spamming, usage of Ovoru is restricted, by default,
to 500 outgoing emails per day. You can make a dedicated request to increase
this quota.
Access to the Services provided by Ovoru requires the Client
to register on the relevant website of Ovoru websites and to accept these Contract.
Creation of Client Account.
For any Service order to Ovoru,
the Client must create a Client Account including his details that must
be accurate and kept up to date.
Order confirmation.
Ovoru will immediately confirm
to the Client by email that it has received the request and that the Service has
been implemented under the terms described below.
Order execution.
The Service will be made available
to the Client after Ovoru has activated the Client Account.
Access to Services.
Identifiers once activated,
the Services are accessible via the links sent by email to the Client with
unique identifiers from Ovoru that allow him to connect to his instance(s).
Ovoru can at anytime audit the way the Client is connecting to the system.
If an unreasonable usage is done of the Identifiers, meaning too many connections
are done on a same Identifiers from multiple Users, Ovoru can invoice those
additional Users and/or suspend the account should the Client refuse to pay
for the unreasonable usage of their instance(s). The Client acknowledges
that the techniques used by Ovoru are grounded in a complex area of information
technology. Ovoru's commitment is a best endeavors obligation to limit as much
as possible the duration and number of service interruptions for maintenance
or upgrade. It is therefore the Client's responsibility to safeguard against
such risks. Ovoru shall not be held liable for any consequential damages
the Client may suffer due to unavailability of Services. Ovoru reserves the right
to disallow on its servers any files imported by the Client that may be judged
technically incompatible with the servers or harmful to their performance.
Management of Additional Identifiers.
Upon registering
and opening a Client Account, a single Identifier is created for the Client.
However, the Client may, if he wishes, create additional Identifiers to provide
access for more than one person to the Services made available to the Client
including access to his data. The Client Account Administrator can create and
delete them at any time by connecting to his instance administration tool on
address confirmed by email to him after registering. Creating or deleting
additional Identifiers does not change the registration data or the contractual
period. An unlimited number of additional Identifiers can be created. However,
Service usage by all the Users created by the Client will be billed in accordance
with the rates in force, as shown on Ovoru websites. The Client is responsible
for ensuring that its Users are aware that they use the subscribed Services on a
paying basis.
Changes to Registration.
When using Ovoru Services,
the Client has the right to change his Registration details on his Personal Space.
Only the Client and the Client's Account Administrator of Ovoru are authorized
to change any Registration details. Registration changes can also include
subscriptions to other Services and/or termination of existing subscriptions.
Registration changes can involve changing the amount of Services billed to the
Client each month. If a Client cancels all his Registrations, Ovoru shall
consider this decision to be equivalent to a termination of the Contract.
In such a case, all possible unpaid invoices remain due for payment and all
Client's data will remain stored in servers providing Ovoru for 30 days.
Rates
The rates for the Products and Services provided by Ovoru are shown
on Ovoru website. Ovoru reserves the right to make promotional
offers that are valid for a period explicitly stated on its website and such
promotional offers may not be construed as part of its rate structure.
Rates are expressed in USD - United States Dollars.
Ovoru reserves the right
to change its rates at any time without prior notice. Clients will be informed
by email, and/or online, of changes to rates. New rates will take effect for
new Clients at the time that they register, and for existing Clients when
the new rates are put in place.
Ovoru reserves the right to levy immediately any new tax or increase
in existing tax rates. The rates shown on Ovoru's website do not include
the cost of Internet access or the cost of telephone lines, these being costs
that the Client must bear separately. The Client is responsible for his
own Internet connection.
Ovoru will not be held liable for the quality of the connection
offered by the Internet Service Provider.
Standard services provided by Ovoru are payable in advance
at the beginning of the month in which the service is used. The Client
is solely responsible for paying all sums due under the Ovoru contract.
The parties expressly agree that, unless a specific request is made
with sufficient notice to and agreed by Ovoru in writing,
the non-payment of all or part of any bill when due under this contract
will automatically and without prior notice:
- Require the immediate payment of all sums remaining due by the Client
under the contract, irrespective of the agreed payment method;
- Suspend all services in progress to the Client, of any type, without
prejudice to Ovoru right to terminate the contract;
- Disqualify the Client from subscribing to new services or renewing existing ones;
- Allow Ovoru to suspend the Client Account in 15 days following the due
date of unpaid. Instance will still remain unsuspended during the following 60 days
before user data are deleted.
Billing
Ovoru will issue a bill based on the subscribed Services and usage.
Throughout the period of the Contract, Ovoru will provide information
about the Client's and Client Users' usage of Services via Ovoru
control center. Clients may pay bills by the following methods:
- By credit card: Payable upon receipt of the Control Panel of Ovoru
independent, payment platform processed by secure payment processing partner
of Ovoru.
- By automated credit card debit: When the Client allowed the secure payment
processing partner of Ovoru to store his financial details in a
secure way so they do not have to enter them again for future orders/payments
with Ovoru, the Client also agrees Ovoru to debit his
credit card monthly based on the number of active users in his instance(s).
All bills (pro forma/order form or otherwise) issued by Ovoru are
payable within 10 days unless otherwise agreed in writing by the Parties.
In the event of payment default, Ovoru reserves the right to suspend
the Client's access to its Services until the full amount due is paid.
In addition, Ovoru reserves the right to terminate the Contract.
The Client agrees to inform Ovoru of any change to its postal or bank
details or any information necessary for the proper execution of the Services
offered by Ovoru. Any bill that remains unpaid after the due date is
charged interest, automatically and without prior notice, at one-and-a-half
times the prevailing prime rates of the applied currency.
Any disContract by the Client concerning the bill or the nature of the
Services must be explained and sent via the email support service of
Ovoru or sent to Ovoru in a registered letter incorporating
a receipt acknowledgment within 15 days from the issue date of the bill
(or pro forma bill). In the absence of such letter, the Client is deemed
to have accepted the bill. All Ovoru bills (and pro forma/order form bills)
are available to the Client online through his control center.
Period and Renewal.
The Contract takes effect on the day that the Client registers
on the Ovoru websites. The Contract
will be tacitly renewed by the payment of the previous bill.
Contract Termination by the Client.
The Client may choose to cancel the
Contract at any time subject to one month's prior notice before its end date
and/or renewal date. The Client can cancel the contract in either of two ways:
By connecting via his Identifiers to his Ovoru Account Administration
through the control center interface or to a tool provided for this purpose;
By sending a registered letter incorporating a receipt acknowledgement, to the
registered office of Ovoru. The Client's termination may take effect
in the current contractual period. The Client must pay all amounts due to the
Company as at the effective termination date. If a payment made by the Client
for an amount due is rejected, Ovoru may consider the Client to have
terminated the contract as at the payment due date.
Ovoru agrees to safeguard the data of the Client whose contract
has been terminated for a period of 30 days after the effective termination
date, after which Ovoru can destroy the data without incurring any
claim for damages from, or being liable for compensation to, the Client.
Any sums due for services related to usage of Ovoru Products and
Services will remain due and must be paid by the Client within 15 days
following the Contract termination date.
Contract Termination for Other Reasons.
Ovoru reserves the right to unilaterally terminate the Contract at any time if
the Client does not comply with its contractual or legal obligations.
The Client will be informed thereof by e-mail letter and will have access to the Service
for a maximum of 15 days from the date it receives the e-mail letter. Ovoru
will store the Client's data for 30 days after which Ovoru may
destroy the data, for which the Client may not claim any damages or compensation.
OBLIGATIONS
Access to Services
The Client acknowledges that Ovoru delivers services
grounded in complex information technology and that therefore
Ovoru's contractual commitment is on a best-endeavors
basis. Under this commitment, Ovoru agrees to take all
possible steps to provide a quality service in accordance with
best industry practice and the state of the software. Ovoru
will strive to provide 24/7 access every day of the year except
in the case of force majeure as defined in the "Force Majeure"
section below, in the event of breakdown, hoster failure, or
maintenance necessary for the proper operation of Services and
equipment. Ovoru will take all possible steps to provide
sufficient quality access to track changes in Client Service traffic.
If traffic increases too rapidly, Ovoru may be subject to
delivery delays necessary.
Service Interruption
Service may be interrupted for software updates
(for example, installation of new software, installation
of a new version of software including important changes
to the database, etc) no more than twice a month. If absolutely
necessary, Ovoru reserves the right to interrupt
service to carry out technical maintenance or improvement to
ensure the proper operation of its Services irrespective of
the time and duration of the intervention. Service interruptions
for such purpose do not give Clients the right to claim for damages.
Support - Help Desk
Ovoru provides an Help Desk service.
Help to support can be requested by writing a
ticket from the support area of the customer.
Answers to requests will be sent by email.
Requests to support is only available from this channel.
Note: Support is available during working hours,
Monday to Friday (although some tickets can however be
processed exceptionally outside these working hours,
so do not hesitate to enter your tickets at any time).
Backups
Ovoru undertakes to take all reasonable
precautions to ensure the material protection of data.
However, Ovoru will not be liable for any loss
of Client data.
LIABILITY
Under no circumstances will Ovoru be held directly or
indirectly liable for any harm caused to the Client or to a third party due to:
a) The use of data accessible via the Internet.
b) The use of a Ovoru Service, irrespective of the cause
a failure caused by the Client improperly using the Service.
c) The unavailability or malfunction of a Service irrespective
of the cause of the delay.
d) Ovoru will therefore not be liable for direct or indirect,
tangible or intangible harm caused by the use of a Service.
The Client is free to subscribe to insurance covering this type of risk.
Ovoru Clients and Users release Ovoru, its sub-contractors
and partners from all liability. In the event that Ovoru were to
be held liable, any compensation may not exceed the amount of services billed
for the offending Product or Service. The Client declares that it is fully
aware of the risks and usage limits of the Internet. Ovoru may not
held liable for any of the following:
d1) Viruses contaminating the Client's data or software,
the Client being responsible for protecting itself against viruses.
d2) Malicious intrusion by third parties into the Services
subscribed by the Client, despite reasonable security measure put in
place by Ovoru.
d3) Fraudulent use of passwords, confidential codes or any
confidential information that may affect the Client.
Confidentiality, Privacy
In no event Ovoru, nor its partners, have the right to give,
sell or use, for commercial purposes or not, the data entered by the
user through the use of Ovoru service. All of Ovoru's
commitments and detailed information regarding the Privacy are defined
on the following page:
website Privacy Overview.
The Client hereby confirms that it has the necessary power,
authority and ability to agree and execute the obligations
in this contract.
The Client agrees to communicate to Ovoru, at
registration and at any change of registration, accurate
and updated personal or corporate details.
The Client is fully and solely responsible for the use of
Identifiers necessary to use the Ovoru Services
to which it subscribes. Ovoru will not be held
liable for any illegal or fraudulent use of Identifiers
made available to the Client. Identifiers and their disclosure
are considered to be confidential. The Client, to the exclusion
of Ovoru, is solely responsible for any suspected
disclosure of a password whether intentional or not.
The Client agrees to inform Ovoru within 48 hours
of any change concerning its situation and within 24 hours
of any loss of password.
The Client is fully and solely responsible for the data that it
transfers in the Ovoru's Servers and that is made
available to all Administrators and authorized Client Users.
The Client agrees to comply with all legal and regulatory provisions
in force, in particular those relating to information technology,
files, data privacy and intellectual property, as well as third party
rights, and in particular to make all required declarations to data
protection authorities. The Client is therefore solely liable for
the use of the data that it distributes and which it consults via
the Ovoru websites and its sub-domains. Using platform to
make spamming is completely forbidden.
The Client declares that it fully accepts all the legal obligations
arising from ownership of its Services, and Ovoru's Servers
may not be involved in this respect for any reason whatsoever, in particular
in the event of a violation of laws or regulations applicable to the
Client's services. Non-compliance by the Client of the points cited in
this Contract and the points cited in the special terms and in particular
any activity that may incur civil and/or criminal liability will give
Ovoru the right to immediately and without prior notice suspend
its Services to the Client and automatically and immediately terminate
the Contract, without prejudice to the right to any damages and interests
that Ovoru may pursue.
The Client must use Ovoru Software in accordance with the
specifications in this Contract or in online help for the Software provided.
The Client acknowledges that it has verified that the Service is
adequate for its needs and that it has received all necessary
information and advice from Ovoru to subscribe to this
Contract under all circumstances. Moreover, the Client acknowledges
that it has been fully informed by Ovoru of the extent of
its contractual obligations under the terms of this Contract.
The Client acts as an independent entity and consequently assumes
all risks arising from its activity. The Client is solely responsible
for the Services subscribed, the content of the information and files
transmitted, distributed or collected, their use and update.
Any claim and/or dispute by the Client against Ovoru must be
submitted by the Client no later than 48 hours after the originating
event, failing which it will lapse. The Client expressly agrees not
to transfer, on either a free or paying basis, any or all of the
rights and obligations it holds under this Contract.
For purposes of this Contract, force majeure is defined as an
unforeseen and/or inevitable event beyond the control of
Ovoru such as, for example, a hoster failure.
If force majeure prevents, restricts or disrupts the
execution of the Contract, or any Ovoru obligation
under the Contract, Ovoru will be released
from executing the contractual obligations concerned. In such a case,
Ovoru may request that this Contract be cancelled, with
no obligation to pay any damages and with the right to all sums
due as at the date of the termination request.
Under all circumstances, the defaulting party suffering the
force majeure must keep the other party informed of the
likelihood of such force majeure ending or recurring, and
the obligations arising under this Contract will be suspended
for the period of the force majeure.
Severability
This Contract supersedes all other previous offers and Contracts
concerning the same subject. The nullity of one of the clauses of
the Contract due to a law, regulation or ruling of a competent court
in a dispute will not nullify the remaining clauses of the Contract,
which will continue with full force and effect on both parties.
No provision of this Contract shall be deemed to have been set aside,
enhanced or amended by either party unless such change has been issued
beforehand in writing and signed by the authorized employees or agents
of the parties as an addendum to this Contract expressly citing the
decision to set aside, enhance or amend the application of said contractual clause.
Ovoru's failure to invoke a particular clause of this Contract at any
given time, and/or the Client's failure to execute a particular contractual
obligation, cannot be interpreted as a waiver by Ovoru of its right to
invoke any contractual clause or obligation. Notifications and communications
in execution of this Contract must be sent to the parties' respective registered offices.
Consequently, no special terms may supersede the Contract unless formally
agreed in writing by Ovoru. Any contrary provision invoked by the Client
shall not apply to Ovoru unless Ovoru has expressly agreed thereto, irrespective
when it was brought to the latter's attention.
Communications
For all electronic message exchanges of information between the Client
and Ovoru, the date and time of the Ovoru server will
be definitive. Such information will be stored by Ovoru for the
entire period of the contractual relationship with the Client. All
notifications and communications pursuant to the General Terms shall
be considered duly delivered if sent by e-mail letter.
Advertising and Promotion
Ovoru may refer to the services provided to the
Client and its commercial documents for advertising purposes,
shows, conferences and specialized publications in professional
circles.
1. Please refer to our price list page on our Services for "ERP & CRM BUSINESS MANAGEMENT SOLUTIONS" for details of applicable current prices.
1. Where stipulations are made for requests to be made in writing,
this includes electronic mail, form mail, handwritten or printed format.
2. All quotations provided by Ovoru are valid for a period of 30
days from quotation date.
3. Additional services must be requested by the client in writing and
will be quoted for separately.
4. If any provision of this Contract shall be unlawful, void,
or for any reason unenforceable, then that provision shall be deemed
severable from this Contract and shall not affect the validity and
enforceability of any remaining provisions.
5. Ovoru cannot be held responsible for any loss of service
or business due to incompatibility, misuse or as a result of
external failure, that may be reliant upon and beyond Ovoru' control.
6. It is important you understand that is the customer's
ultimate responsibility to ensure their business and
"ERP & CRM BUSINESS MANAGEMENT SOLUTIONS"
are compliant with all applicable laws relating to the country
of origin and to that of users on a global level. If in doubt,
we recommend you seek legal advice from a law expert or other
legal professional.
7. The terms and conditions as laid out may be amended at any
time without prior notice. Please check from time to time for updates.
8. Our company has a privacy policy
regarding the use of your information which can be viewed by clicking the
above link.
9. Ovoru may offer subsequent promotional rates or special offers,
the terms of which may or may not be more favorable than the terms and
conditions for Your Services. Any such promotions or modifications shall
not effect your obligations under this Contract. Promotional fees may be
subject to additional terms and conditions which, to the extent they
conflict with the terms of this Contract, shall govern. Promotional fees
and special offers may not be combined.
1. You agree that you shall fully defend and indemnify Ovoru,
from any and all claims, demands, actions, suits, losses, liabilities,
damages, injuries, fines penalties, costs and expenses, attorneys' fees,
arbitration fees, mediation fees, expert expenses, and all other consequences
of every kind, directly or indirectly resulting from any and all failure(s)
of you or your agent(s) to fully comply with all duties, obligations and
other provisions set forth in this Contract, including, but not limited to,
your warranties or your violation of a third party's intellectual property
rights. You further agree to defend, indemnify and hold harmless Ovoru,
from and against any and all claims, demands, actions, suits, loses,
liabilities, damages, injuries, fines, penalties, costs and expenses,
including, without limitation, reasonable attorneys' fees, arising out of
any property damage or recoverable economic loss incurred by a third party,
to the extent such damage or loss is caused by any act or omission of you or
your agents in connection with the performance of this Contract. You agree that
Ovoru shall have the right to participate in the defense of any such claim through
counsel of its own choosing at your expense.
2. You understand that your web servers service may be in Mexico,
Canada and the United States and in other countries around the world,
and you agree to abide by Mexico, Canada and United States law,
the local laws of other jurisdictions where your design service
may be developed and accessed, and any other applicable export
control laws and not to transfer or permit the transfer, by
electronic transmission or otherwise, any content or software
subject to restrictions under such laws to a destination prohibited
under such laws, without first obtaining, and then complying with,
any requisite government authorization; you agree that Ovoru may
remove content and / or reserves the right to terminate the contract
or the contracts at any time without notice if it is deemed that
YOU DATA AND MORE
content is illegal, unethical, immoral or subject to
dispute in Ovoru’s discretion, your design service or any
of its content is not in compliance with applicable law.
You further agree not to upload to your Ovoru account any data
or software that cannot be exported without prior written government
authorization, including, but not limited to, certain types of
encryption software.
3. You represent and warrant that you are not a national or
resident of Burma/Myanmar, Cuba, Iran, Iraq, Libya, North Korea,
Serbia, Sudan, and Syria or any other country subject to U.S. Treasury
Department embargo restrictions, and that you are not listed in the
"Entity List" or "Denied Persons List" maintained by the US Department
of Commerce or the list of "Specially Designated Nationals and Blocked
Persons" maintained by the US Department of Treasury. You further acknowledge
that you are not a national or resident of a country whose name is otherwise
omitted from the registration form for Ovoru Services. Residents of countries
which are serviced by a Ovoru affiliate are required to contract with those
Ovoru affiliates, and you represent and warrant that you are not a resident
of one of those countries.
Before you confirm your Contract to these terms, please make sure you understand all of the above Contract. Should you have any questions or concerns regarding these terms, please contact us before advising us of acceptance.
To pay for these services you can do it by PayPal.
By submitting a payment, you consent to the terms of this service (s) contract on behalf of yourself, and/or your organization or business.
Prices are in USD - United States Dollars. Once the transaction has been processed, we shall contact you regarding the details of your order.
If you have any questions regarding our terms and conditions of sale, we are more than happy to discuss them with you, please contact us.
If you have any Legal Questions, please contact the Ovoru Legal Department at:
Email: legal@ovoru.com
We use cookies on this site to enhance your user experience.
You can learn more about our use of cookies and your choices
here.
By clicking on any link on this page or clicking
"OK, I agree, you are giving your consent for us to
set cookies."
