1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Customer: all visitors, users, and others who access the service and to whom this agreement applies to.
Margn: means Margn Ltd, registered in Pikk 74-38, Tartu, 50603, Estonia.
Service: the business Service applications provided by Margn with features as described on the Website.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Maintenance Release: release of the Service which corrects faults, adds functionality or otherwise amends or upgrades the Service, but which does not constitute a New Version.
Modification: any Maintenance Release.
New Version: any new version of the Service which from time to time is publicly marketed and offered for purchase by Margn in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.
Access Fee: means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which Margn may change from time to time on notice to You).
Priceplan: pricing plan as described in www.erplybooks.com . Margn may change pricing plans with one month warning time.
Website: means the Internet site at the domain www.erplybooks.com or any other site operated by Margn.
Organisation: the entity account made by the Customer. This excludes demo organisation.
Content: all text, information, data, Service, executable code, images, audio or video material in whatever medium or form provided by Margn to the Customer
Delivery Materials: the materials comprising the Content associated with the Priceplan purchased in any electronic or physical form to be delivered by Margn to the Customer.
Licence and term
1.2 In the case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained on the Website, the provision in the body of this agreement shall take precedence.
1.3 Margn, subject to the terms and conditions of this agreement, grants to the Customer a non-exclusive and non-transferable licence to use the Service included in the Priceplan purchased.
1.4 The initial term of this agreement will commence on the date the Customer accepts the terms of the agreement by clicking the check box and shall continue indefinitely, unless terminated in accordance with the terms of this agreement.
1.5 In relation to assignment and sub-licensing:
(a) the Customer has no right to sub-license or to assign the benefit or burden of this agreement in whole or in part, or to allow the Service to become the subject of any charge, lien or encumbrance without the prior written consent of Margn.
(b) Margn may sub-license, assign, charge or otherwise transfer any of its rights or obligations under this agreement, provided it gives written notice to the Customer of any sub-licence, assignment, charge or other transfer.
1.6 The Customer must be a person. (Accounts registered or run through automated means are not permitted.) The Customer’s account gives the Customer access to the services and functionality that Margn may establish and maintain from time to time in Margn’s sole discretion. If the Customer opens an account on behalf of a company, organisation, or other entity, then (a) “the Customer” includes the person opening the account and that entity and (b) the person opening the account represents and warrants that they are an authorised representative of the entity with the authority to bind the entity to this Agreement, and that they agree to this Agreement on the entity’s behalf.
1.7 The Customer may never use another user’s account without permission. When creating an account, the Customer must provide accurate and complete information requested by Margn.
1.8 The Customer is solely responsible for the activity that occurs on their account, and must keep their account password secure. The Customer must notify Margn immediately of any breach of security or unauthorised use of their account. Margn cannot and will not be liable for any loss or damage caused by any unauthorised use of the Customer’s account.
1.9 The Customer must not modify, adapt or hack the service or modify another website so as to falsely imply that it is associated with any product or service provided by Margn.
1.10 The Customer may not use their account for any illegal or unauthorised purpose. The Customer must not, in use of this service, violate any laws in their jurisdiction (including, but not limited to copyright laws). Uploading any restricted content may result in immediate account termination. The Customer must not upload, post, host or transmit the following items to or from the service including but not limited to: a) Unsolicited email, SMSs’, or “Spam” messages, b) Worms, viruses or code of a destructive nature, c) Questionable or Illegal material (including copyrighted material).
2. User rights and obligations
2.1 Margn grants Customer the right to access and use the Service via the Website. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
2.2 Customer must only use the Service and Website for Customer own lawful internal business purposes, in accordance with these Terms and any notice sent by Margn or condition posted on the Website. Customer may use the Service and Website on behalf of others or in order to provide services to others but if Customer do so he/she must ensure that Customer is authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to Customer.
2.3 Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes. Any such limitations will be specified within the Service.
2.4 As a condition of these Terms, if Customer uses any communication tools available through the Website (such as any forum, chat room or message centre), Customer agrees only to use such communication tools for lawful and legitimate purposes. Customer must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or Service, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which Customer do not have the right to use).
2.5 Customer indemnifies Margn against: all claims, costs, damage and loss arising from Customer breach of any of these Terms or any obligation Customer may have to Margn, including (but not limited to) any costs relating to the recovery of any Access Fees that is due but have not been paid by the Customer.
3.1 Unless the relevant party has the prior written consent of the other or unless required to do so by law:
(a) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
(b) Each party’s obligations under this clause will survive termination of these Terms.
(c) The provisions of clauses (a) and (b) shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
4. Delivery and fees
4.1 An invoice for the Access Fee will be issued each month to each Organisation starting 1 month from the date Customer added the organisation to Customer Margn account. All invoices will include the Priceplan for the preceding period one month of use. Margn will continue invoicing Customer monthly every month according to the Priceplan. Usage limits and prices are shown at the Priceplan.
4.2 All Margn invoices will be sent to Organisation by email. Organisation must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 14 days of the invoice date. Customer is responsible for payment of all taxes and duties in addition to the Access Fee.
5. Margn’s warranties, acknowledgement and limits of liability
5.1 Customer warrants that where Customer has registered to use the Service on behalf of another person, Customer has the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service Customer bind the person on whose behalf Customer act to the performance of any and all obligations that Customer become subject to by virtue of these Terms, without limiting Customer own personal obligations under these Terms.
5.2 Customer acknowledges that:
(a) Customer is authorised to use the Service and to access the information and Data that Customer input into the Website, including any information or Data input into the Website by any person Customer has authorised to use the Service. Customer is also authorised to access the processed information and Data that is made available to Customer through Customer use of the the Service (whether that information and Data is Customer own or that of anyone else).
(b) Margn has no responsibility to any person other than Customer and nothing in this Agreement confers, or purports to confer, a benefit on any person other than Customer. If Customer use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- Customer is responsible for ensuring that Customer has the right to do so;
- Customer is responsible for authorising any person who is given access to information or Data, and you agree that Margn has no obligation to provide any person access to such information or Data without Customer authorisation and may refer any requests for information to Customer to address.
(c) The provision of, access to, and use of, the Services is on an “as is ” basis and at Customer own risk.
(d) Margn does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Margn is not in any way responsible for any such interference or prevention of Customer access or use of the Services.
(e) Margn is not Customer accountant and use of the Services does not constitute the receipt of accounting advice. If Customer has any accounting questions, please contact an accountant.
(f) It is Customer sole responsibility to determine that the Services meet the needs of Customer business and are suitable for the purposes for which they are used.
(g) Customer remain solely responsible for complying with all applicable accounting, tax and other laws. It is Customer responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
5.3 Margn gives no warranty about the Services. Without limiting the foregoing, Margn does not warrant that the Services will meet Customer requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
5.4 Customer warrants and represents that Customer is acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
5.5 The Customer acknowledges that he/she has no right to have access to the Service in source code form or in unlocked coding or with comments. Any and all code, including the look and feel is owned by Margn. The Customer may not duplicate, copy or reuse any portion of the HTML, CSS or visual design elements of the code without express written permission by Margn.
5.6 Margn houses all the Service on their owned/rented servers. Unauthorised distribution without prior consent is strictly prohibited and includes placing Margn’s Service on any physical or virtual servers or mediums without special agreement or written consent from Margn.
6. Intellectual property
6.1 Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Margn (or its licensors).
6.2 Title to, and all Intellectual Property Rights in, the Data remains Customer property. However, Customer access to the Data is contingent on full payment of Margn Access Fee when due. Customer grants Margn a licence to use, copy, transmit, store, and back-up Customers information and Data for the purposes of enabling Customer to access and use the Services and for any other purpose related to provision of services to Customer.
Backup of Data
6.3 Margn encourages Customer to maintain copies of all Data inputted into the Service. Margn adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Margn expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and your Data
6.4 If Customer enables third-party applications for use in conjunction with the Services, Customer acknowledges that Margn may allow the providers of those third-party applications to access Customer Data as required for the interoperation of such third-party applications with the Services. Margn shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third-party application providers.
7.1 The Customer may cancel this agreement at any time, however there are no refunds for cancellation or for upgrading or downgrading the Priceplan purchased by the Customer. In the event that Margn suspends or terminates the Customer’s account or this Agreement for the Customer’s breach of this agreement, the Customer understands and agrees that they shall receive no refund or exchange for any Margn property, any unused time on a subscription, any license or subscription fees for any portion of the Service or any Priceplan, any content or data associated with your account, or for anything else.
7.2 Upon cancellation of an account, payment by the Customer must be made up to the end of the billing period that they are in, no refunds will be given.
7.3 Either party may terminate this agreement at any time on written notice to the other if the other:
(a) is in material or persistent breach of any of the terms of this agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
(b) is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
7.4 Margn may at any time terminate accounts (trial and paid) for any reason. Discretion will be used, and action may be taken if needed to ensure server integrity for other customers.
7.5 Verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any of Margn’s customers or employees will result in immediate account termination.
7.6 Termination by either party in accordance with the rights contained in clause 7 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
7.7 On termination for any reason:
(a) all rights granted to the Customer under this agreement shall cease;
(b) the Customer shall cease all activities authorised by this agreement;
(c) the Customer shall immediately pay to Margn any sums due to Margn under this agreement; and
(d) the Customer shall immediately destroy or return to Margn (at Margn’s option) all copies of the Service then in its possession, custody or control and, in the case of destruction, certify to Margn that it has done so.
7.8 When Customer first signs up for access to the Services, Customer can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If Customer chooses to continue using the Services thereafter, Customer will be billed from the day Customer first added Organisation billing details into the Services. If Customer chooses not to continue using the Services, Customer may delete his/her the corresponding Organisation in the ‘My Margn’ section of the Services.
7.9 Margn will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
7.10 These Terms will continue for the period covered by the Access Fee paid or payable under clause 4.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided Customer continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If Customer terminates these Terms Customer shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
7.11 If Customer:
(a) breaches any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
(b) breachesa any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
(c) Customer or Customer business become insolvent or Customer business goes into liquidation or has a receiver or manager appointed of any of its assets or if Customer become insolvent, or make any arrangement with Customer creditors, or become subject to any similar insolvency event in any jurisdiction,
Margn may take any or all of the following actions, at its sole discretion:
(a) Terminate this Agreement and Customer use of the Services and the Website;
(b) Suspend for any definite or indefinite period of time, Customer use of the Services and the Website;
(c) Take either of the actions in sub-clauses 4 and 5 of this clause 8(4) in respect of any or all other persons whom Customer has authorised to have access to Customer information or Data; or
(d) Suspend or terminate access to all or any Data.
7.12 For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Customer Billing Contacts, Billing Priceplans or any of Customer Organisations is not made in full by the relevant due date, Margn may:
(a) suspend or terminate Customer use of the Service, the authority for all or any of Customer Organisations to use the Service, or Customer rights of access to all or any Data.
7.14 Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement Customer will:
(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.
7.15 Clauses 1, 2, 3, 4, 5 and 7.11 survive the expiry or termination of these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
8.2 Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
8.3 Customer may not assign or transfer any rights to any other person without Margn’s prior written consent.
8.4 Customer agrees with Estonian laws and jurisdiction.
8.5 If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
8.6 Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Margn must be sent to support@Margn.com or to any other email address notified by email to Customer by Margn. Notices to Customer will be sent to the email address which Customer has provided when setting up Customer access to the Service.
8.7 A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.