Terms of Service

ERPX is a cloud-based business management and enterprise resource planning platform provided by Texinnova.

Depending on your subscription and configuration, ERPX may include functionality relating to accounting and financial management, sales, purchasing, inventory, manufacturing, human resources, projects, reporting, integrations and other business operations.

Features available to you may depend on your subscription plan, configuration, region, implementation and services purchased.

We may improve, modify or update the Service from time to time. We will not intentionally remove material functionality from a paid subscription during its current subscription term without reasonable justification or notice where practicable.

ERPX is designed primarily for organizations.

A Customer may create or maintain an organization within ERPX and authorize employees, contractors, consultants or other individuals (“Authorized Users”) to access it.

The Customer is responsible for:

• determining who may access its organization;
• assigning appropriate roles and permissions;
• keeping account and authentication information secure;
• ensuring that its Authorized Users comply with these Terms; and
• promptly disabling accounts that should no longer have access.

You must provide accurate information when creating or maintaining an account.

You are responsible for activity performed through your accounts except to the extent that such activity results from a security failure for which Texinnova is responsible.

You must notify us promptly if you become aware of unauthorized access to your account or organization.

Access to ERPX may be provided under a paid subscription, trial, promotional plan or other arrangement agreed with Texinnova.

The features, usage limits, number of users, organizations, storage, modules, support level, subscription period and other commercial terms applicable to a Customer may be specified in an order form, quotation, invoice, subscription page or other written agreement between the Customer and Texinnova.

Where such terms conflict with these Terms, the specifically agreed commercial terms will control with respect to that Customer.

Subscriptions may be increased or upgraded during a subscription term where supported. Reductions or downgrades may take effect at the next renewal unless otherwise agreed.

Customers must pay all applicable subscription and other fees according to the pricing and payment terms agreed when purchasing the Service.

Unless otherwise stated:

• fees are quoted exclusive of applicable taxes;
• the Customer is responsible for applicable taxes, duties, withholding taxes and similar governmental charges, except taxes based on Texinnova's income;
• fees already paid are non-refundable except where these Terms, an applicable order or applicable law provide otherwise; and
• failure to pay amounts when due may result in suspension or termination of the Service after reasonable notice.

If a Customer is legally required to deduct or withhold tax from a payment, the Customer will provide any documentation reasonably required for Texinnova to account for that deduction or withholding.

“Customer Data” means information, records, documents, transactions, files and other data submitted to, stored in or generated through the Service by or on behalf of the Customer.

The Customer retains ownership of its Customer Data.

These Terms do not transfer ownership of Customer Data to Texinnova.

The Customer grants Texinnova a limited right to host, copy, process, transmit, back up and otherwise use Customer Data only as reasonably necessary to:

• provide and operate the Service;
• provide support requested by the Customer;
• maintain security, reliability and integrity of the Service;
• prevent fraud or abuse;
• comply with applicable law; and
• perform other activities expressly authorized by the Customer.

The Customer is responsible for the accuracy, quality, legality and appropriateness of Customer Data and for ensuring that it has the necessary rights and permissions to provide that data to the Service.

Our collection and processing of personal information is described in our Privacy Policy.

Where Texinnova processes personal data contained in Customer Data on behalf of a Customer, the Customer is generally responsible for determining the purposes for which that information is collected and used, while Texinnova processes that information in connection with providing the Service.

Where required, Texinnova and the Customer may enter into a separate Data Processing Agreement.

Customers are responsible for providing any notices and obtaining any consents or other legal basis required for personal data that they enter into or process through ERPX.

Texinnova will use reasonable technical and organizational measures designed to protect the confidentiality, integrity and availability of the Service and Customer Data.

No internet-based service can guarantee absolute security and Texinnova does not represent that unauthorized access, security incidents or data loss can never occur.

Customers are responsible for configuring their accounts appropriately, protecting credentials, managing permissions and following reasonable security practices.

Where ERPX supports authentication through an external identity provider, the Customer is also responsible for properly administering access through that provider.

Texinnova may maintain backups and disaster-recovery mechanisms as part of operating the Service.

Backups are intended primarily for service continuity and disaster recovery and should not be treated as a substitute for Customer-controlled records or exports where those are required for legal, regulatory or business purposes.

Customers remain responsible for maintaining any independent copies of information that their business or applicable law requires them to retain.

You may use ERPX only for lawful business purposes and in accordance with these Terms.

You must not:

• use the Service for unlawful, fraudulent or abusive activities;
• attempt to gain unauthorized access to the Service or another Customer's data;
• interfere with or disrupt the operation or security of the Service;
• introduce malware or malicious code;
• circumvent security, access or usage restrictions;
• use another person's account without authorization;
• probe or test the Service for vulnerabilities without written authorization;
• reverse engineer the Service except where such restriction is prohibited by applicable law;
• resell, sublicense or commercially provide the Service to third parties unless authorized by Texinnova; or
• use the Service in a way that materially harms Texinnova, other customers or the operation of the Service.

We may take reasonable action to prevent misuse or protect the Service and its users.

ERPX may integrate with services provided by third parties, including identity providers, email services, payment providers, cloud platforms, communications services and other business systems.

Use of a third-party service may be subject to separate terms between the Customer and that provider.

Texinnova is not responsible for third-party products or services that it does not control, including their availability, security, functionality or changes made by their providers.

If a Customer authorizes ERPX to exchange information with a third-party service, the Customer authorizes Texinnova to transmit and receive the information reasonably required to provide that integration.

ERPX, including its software, interfaces, designs, documentation, trademarks, technology and related intellectual property, is owned by or licensed to Texinnova.

Except for the limited right to use the Service under these Terms, no ownership rights in ERPX are transferred to the Customer.

The Customer may not copy, modify, distribute, sell or create derivative works from ERPX except where expressly permitted by Texinnova or applicable law.

Customer Data remains the property of the Customer as described in Section 5.

If you provide suggestions, ideas or feedback regarding ERPX, you permit Texinnova to use that feedback to improve or develop its products and services without restriction or compensation.

This does not give Texinnova ownership of Customer Data or confidential business information.

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable care to protect such information and to use it only for purposes connected with the relationship between the parties.

Confidential information does not include information that:

• is or becomes publicly available without breach of an obligation;
• was lawfully known to the receiving party without confidentiality restrictions;
• is received lawfully from another source without confidentiality restrictions; or
• is independently developed without use of the other party's confidential information.

A party may disclose confidential information where required by law, regulation or valid legal process.

We aim to provide a reliable and continuously available Service, but ERPX may occasionally be unavailable because of maintenance, upgrades, infrastructure failures, internet failures, security incidents or circumstances outside our reasonable control.

Where practical, we will attempt to provide advance notice of planned maintenance that is expected to materially affect availability.

Any specific uptime commitment or Service Level Agreement applies only where separately agreed with the Customer.

Support available to a Customer depends on the Customer's subscription or other agreement with Texinnova.

Support does not necessarily include implementation, customization, data migration, consulting, training or development services unless these services are included in the applicable subscription or separately agreed.

Texinnova may suspend access to all or part of the Service where reasonably necessary because:

• fees are materially overdue;
• the Customer or an Authorized User materially violates these Terms;
• use of the Service presents a security risk;
• use of the Service may cause harm to Texinnova, the Service or another customer;
• suspension is required by law or a competent authority; or
• continuing to provide the Service would expose Texinnova to material legal or security risk.

Where reasonably possible, we will notify the Customer and provide an opportunity to remedy the issue before suspension.

We will restore access when the reason for suspension has been satisfactorily resolved, where appropriate.

These Terms apply while you use the Service.

A Customer may stop using ERPX or terminate its subscription according to the cancellation or termination provisions applicable to its subscription.

Either party may terminate an agreement for a material breach by the other party if the breach is not remedied within a reasonable period after written notice.

Texinnova may terminate or suspend an account immediately where continued access would be unlawful, create a serious security risk or involve fraud or deliberate abuse of the Service.

Termination does not remove obligations that accrued before termination, including outstanding payment obligations.

Following expiration or termination of a paid subscription, Texinnova may provide a limited period during which the Customer can request or export available Customer Data.

Unless a different period has been agreed, Texinnova may delete Customer Data after 30 days following termination or expiration of the applicable Service.

Customers should export any information they need before this period expires.

Data may remain temporarily in backups after deletion from active systems until those backups are overwritten or deleted according to Texinnova's normal retention processes.

Texinnova may retain information where required by law or reasonably necessary for security, fraud prevention, dispute resolution or enforcement of legal rights.

ERPX provides software tools to assist customers in managing their businesses.

The Customer remains responsible for its business decisions and for reviewing the accuracy and appropriateness of transactions, calculations, reports, accounting treatments, tax treatments, payroll information, inventory records and other information produced or maintained using the Service.

ERPX does not constitute accounting, tax, legal, investment or other professional advice.

Customers should obtain appropriate professional advice where required.

We continually develop ERPX and may add, modify or discontinue features.

We will use reasonable efforts to avoid changes that materially reduce the core functionality of a paid Service during an existing subscription term.

Changes may be made immediately where necessary for security, legal compliance, technical reliability or prevention of abuse.

Texinnova warrants that it will provide the Service with reasonable skill and care.

Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Service is provided on an “as available” basis.

Texinnova does not guarantee that the Service will always be uninterrupted or error-free or that every defect will be corrected immediately.

Texinnova does not warrant results arising from business decisions made using the Service.

Nothing in these Terms excludes any warranty or right that cannot legally be excluded.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, punitive or consequential damages, or for loss of profits, revenue, goodwill or business opportunity arising from these Terms or use of the Service, except where such liability cannot legally be excluded.

To the maximum extent permitted by applicable law, Texinnova's aggregate liability arising out of or relating to the Service or these Terms will not exceed the fees paid or payable by the Customer to Texinnova for the affected Service during the twelve months preceding the event giving rise to the claim.

Nothing in these Terms limits liability to the extent that such liability cannot be limited or excluded under applicable law.

The Customer will defend and indemnify Texinnova against third-party claims arising from Customer Data or the Customer's unlawful use of the Service, to the extent the claim results from the Customer's violation of applicable law, infringement of a third party's rights or material breach of these Terms.

Texinnova will reasonably cooperate in the defense of such claims.

Any indemnification obligation is subject to applicable law and any separately agreed commercial terms.

Neither party will be responsible for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances beyond that party's reasonable control.

Such circumstances may include natural disasters, war, civil unrest, widespread internet or telecommunications failures, governmental actions, power failures, epidemics, labor disruptions and failures of critical third-party infrastructure.

We may update these Terms from time to time to reflect changes to ERPX, our business practices, applicable law or regulatory requirements.

The updated Terms will be made available through our website or Service with a revised “Last Updated” date.

Where a change materially affects an existing Customer's rights or obligations, we will provide reasonable notice where required or appropriate.

Material changes to subscription terms will not normally apply retroactively to a paid subscription unless required by law, necessary for security or expressly agreed with the Customer.

These Terms are governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-law principles.

Subject to any mandatory rights available under applicable law, the courts of Lahore, Pakistan will have jurisdiction over disputes arising out of or relating to these Terms or the Service.

Before commencing formal proceedings, the parties will make reasonable efforts to resolve a dispute through good-faith discussions.

Texinnova may provide notices relating to the Service through ERPX, by email to the address associated with the Customer's account, or through another reasonable electronic method.

Customers are responsible for keeping their contact information current.

Legal notices to Texinnova should be sent using the contact information provided below or other legal contact details published by Texinnova.

These Terms, together with the applicable order, subscription agreement, Privacy Policy and any other terms expressly incorporated into the agreement between Texinnova and the Customer, constitute the agreement governing the Customer's use of the Service.

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

Failure by either party to enforce a provision does not waive its right to enforce that provision later.

The Customer may not assign its rights under these Terms without Texinnova's prior written consent, except as part of a merger, acquisition, corporate reorganization or sale of substantially all of the Customer's relevant business or assets, subject to applicable law.

Texinnova may assign these Terms as part of a merger, acquisition, corporate restructuring or transfer of the relevant business.