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Terms of Use

This TERMS OF USE (hereafter referred to as “ToU”) is executed on the date of the first use of services provided by the Service Provider (hereafter referred to as “Effective Date”) BY AND BETWEEN The “Service Provider” which shall mean Greytrix (India) Pvt. Ltd incorporated in 2000 under The Companies Act 1956 with its registered office at B-301 Everest Nivara Infotech Park, Plot No. D3 TTC, Industrial Area MIDC, Turbhe – Navi Mumbai 400705 AND The “User” which shall mean any or all individual(s) or legal entity(ies) duly registered with the Service Provider, including employee(s) consultant(s) contractor(s) agent(s) and any such party(ies) who is/are authorized [on behalf of such individual(s) or legal entity(ies)] to use the services provided by the Service Provider. The terms “Party” and “Parties” shall be used to refer to the User and the Service Provider individually and collectively as the context may require.

WHEREAS

A. The Service Provider provides integrations and migrations for ERP and CRM, including but not limited to the following services: development, customization, implementation, and support. The services shall also include any updates, enhancements, new features, and/or the addition of new web properties, which shall be subject to the ToU.

B. The User is an individual or a legal entity who has successfully registered with Greytrix and is using any or all the services provided by the Service Provider.

1. DEFINITIONS

**Confidential Information** shall mean any non-public proprietary know-how, trade secret, or privileged information of the Parties.
**Content** shall mean the PDFs, images, statistical data, and other documents that the Service Provider is authorized to access.
**Cookies** shall mean information stored by a web server on a web browser. The information can later be tracked back from a browser, and it helps enable the browser to remember information specifically related to a given User(s).
**Customer Order Form** shall mean a document containing the details of the User’s contact information and the plan details to be purchased by the User(s). The terms mentioned in the Customer Order Form are also included in the ToU. In any event, wherein there is an inconsistency between a Customer Order Form and the ToU, the ToU shall prevail.
**SaaS** shall mean “Software as a Service” which allows User(s) to connect to and use cloud-based apps over the Internet.
**PaaS** shall mean “Platform as a Service” which allows User(s) to connect to and use cloud-based apps over the Internet.
**Subscription Plan** shall mean a period from the date of commencement of the plan taken by the User from the Service Provider until the date of expiration, termination, or cancellation.
**Taxes** shall mean all taxes, levies, duties, fines, or similar government assessments imposed by any jurisdiction, country, subdivision, or authority thereof, including but not limited to state or local sales, use, property, excise, service, or similar taxes in any way connected with this ToU.

2. REGISTRATION

The User shall provide all relevant details the Service Provider requires to use the Greytrix product line and services. Upon successful registration, the terms of this ToU shall be binding on the User. Explicitly mention any limitations or conditions during the free trial to avoid any ambiguity.

3. FREE TRIAL PERIOD

The User’s registration period will start with the free trial. The free trial usually lasts thirty (30) days from the date of registration with Greytrix unless the user seeks a further extension of such free trial period, which the Service Provider will grant solely at its discretion.

The Service Provider will determine the eligibility of the User(s) to avail of the free trial at its sole discretion to prevent free trial abuse. The Service Provider reserves the right to revoke the free trial and put the User’s account on hold or terminate such free trial in the event the User(s) violates any of the terms of the said ToU.

4. TERM

The term of this ToU shall commence immediately upon the User(s) successfully registering on the Greytrix website and shall remain in full force until:

– The thirty (30) day free trial period provided to the User(s) has expired unless the User(s) seeks a further extension of such free trial period which the Service Provider will grant solely at its discretion.

– The Subscription Plan purchased by the User(s) has expired.

– The Subscription Plan purchased by the User(s) has been terminated/canceled by the Service Provider as mentioned under Clause 18 of this ToU.

5. PURCHASE, PRICING, INVOICING, AND PAYMENTS

5.1 PURCHASE:

The procedure to purchase a Subscription Plan is as follows:

– The User(s) shall contact Greytrix from the website or app or email the Service Provider with the required information. Pursuant to the receipt of the duly completed Customer Order Form, the Service Provider shall issue an invoice to the User(s) along with payment instructions. The User(s) shall pay the invoiced amount to the service provider within fifteen (15) days from the date of the invoice to complete the purchase.

5.2 PRICING

Different products and offerings by Greytrix have a different Pricing structure that the Greytrix Team will convey based on the product or offerings chosen by the User(s) and informed to the Greytrix team. The pricing generally excludes applicable taxes/duties/levies for which the User shall be liable. The User(s) will be required to pay for the Subscription Plan on a prepaid basis (i.e. in advance). The Service Provider reserves the right to charge additional amounts over and above the aforementioned charge (excluding applicable taxes/duties/levies for which the User shall be liable) in the event the User(s) exceeds the usage limit as prescribed in Annexure – A of this ToU. Greytrix will provide a Notice of seven (7) days to the User(s) to pay any additional amount as may be invoiced by the Service Provider in respect of the User(s) exceeding the usage limit as prescribed in Annexure – A of this ToU. In the event of non-payment of such additional charges by the User(s), the Greytrix team shall adjust the duration of the Subscription Plan on a pro-rata basis. Include examples of pricing or a reference to a pricing page if applicable. Clarify the refund policy in more detail.

5.3 INVOICING AND PAYMENTS

Greytrix Billing team shall raise the Invoice(s) upon the receipt of the approved Quote document from the User(s) and the amount is calculated based on the Subscription Plan (number of Users, duration) chosen by the User. The User may add additional Users at any point during the Subscription Plan by revising and resubmitting the request and the User will be charged on a pro-rata basis for the remaining period of the Subscription Plan. All payments made by User(s) are non-refundable, except for identified defects in Greytrix products and the Service Provider that cannot be resolved. Users must report defects to be eligible for a refund.

Even in case of a User(s) choosing to decrease the number of Users during the Subscription Plan, no amount shall be refunded, nor shall the duration of the Subscription Plan be extended or adjusted on a pro-rata basis. Greytrix may quote the invoiced amount in United States Dollars, Great Britain Pounds, Australian Dollars, Euros, or Indian Rupees depending upon the location of the User(s) which the User(s) agrees and undertakes to pay within fifteen (15) days from the date of issue of the invoice to complete the payments.

6. LICENSE

Subject to the compliance of terms and conditions laid down in the ToU, Service Provider grants the User(s) a limited, non-exclusive, non-transferable license to avail Greytrix range of products and services via Service Provider’s AppSource listings and Enquiry forms on Service Provider’s website(s) https://www.greytrix.com/ or app(s) of other authorized third parties during the relevant term as mentioned in Clause 4 of the ToU. User’s use of Greytrix line of products may be subject to certain limitations provided to the User(s) by the Service Provider in writing or arising from or connected to the third-party services or otherwise. Ensure that the scope of the license is clearly defined, including any restrictions on use.

7. OBLIGATIONS OF THE USER

It is the responsibility of the User(s) to provide information as and when requested by the Service Provider to use the services provided by the Service Provider. User(s) shall be responsible for obtaining, deploying, and maintaining the User’s internal website, servers, and other equipment and software used in the User’s business necessary to access and use services provided by the Service Provider on Greytrix and for paying the fees and access charges, if any, incurred in connection with the foregoing. User(s) shall be responsible for all the following actions while using Greytrix products and services:

– The User(s) acknowledges and agrees to abide by all applicable local, state, national, and international laws and regulations.

– The User(s) agrees not to use Greytrix products and services for illegal, fraudulent, unethical, or inappropriate purposes.

– The User(s) agrees not to interfere with any Greytrix security or with others’ ability to access or use Greytrix products and services.

– User(s) agrees not to use Greytrix/ Sage products and services in any manner that impairs the Greytrix brand name or obligations.

– User(s) agrees not to distribute, promote, or transmit through Greytrix products and services any unlawful, harmful, obscene, or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense or give rise to civil liability under any law for the time being in force.

– The User(s) agrees to access and use Greytrix products and services only as instructed by the Service Provider.

– User(s) acknowledges and agrees that Greytrix services neither endorse the content of any User communications or customer data nor assume any responsibility for the same.

– User(s) shall not indulge in acts that are detrimental to the interest of the Service Provider which includes the following:

– User(s) shall not decipher, reverse engineer, decompile, disassemble, or otherwise attempt to discover the object code, source code (or) underlying ideas, data files, or algorithms of Greytrix.

– User(s) shall not modify, translate, or create derivative works based on any Greytrix element or related documentation.

– User(s) shall not rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use Greytrix products and services.

– User(s) shall not use Greytrix products and services for time-sharing purposes or the benefit of any person or entity other than the User.

– User(s) shall not use Greytrix products and services for any purpose other than their intended purpose.

– User(s) shall not interfere with or disrupt the integrity or performance of Greytrix products and services.

– User(s) shall not attempt to gain unauthorized access to Greytrix products and services or their related systems or networks.

– User(s) shall not pursue patent, copyright, trademark, trade secret, or any other intellectual property rights protection with respect to content or data contained in or provided through Greytrix or Greytrix services or derivatives thereof.

Highlight the most critical obligations, such as compliance with laws and prohibitions against reverse engineering, in a separate, easy-to-read section.

8. THIRD PARTY OFFERINGS

Greytrix uses various third-party services, including but not limited to Sage ERP/ CRM, Acumatica, Salesforce, Creatio, and Microsoft Dynamics CRM. The User shall:

– Agree with Greytrix to use the applicable services offered by the third-party providers.

– Download all the necessary apps or software for such use.

– Abide by the terms and conditions of Greytrix and the third-party providers.

– Hold the Service Provider harmless regarding any claims or liability for any data submitted, stored, posted, displayed, exchanged, or transmitted by or on behalf of the User and received and analyzed by the third-party providers.

Clearly state the responsibilities and liabilities of the user when using these third-party services.

9. REPRESENTATION AND WARRANTIES

Representation and Warranties by User

– The User represents and warrants that the User is competent and eligible to enter into legally binding agreements.

– The User represents and warrants that it has the authority to enter into this ToU and perform its obligations hereunder.

– The User represents and warrants that its acceptance of and performance under this ToU shall not breach any agreement with any third party.

Representation and Warranties by Service Provider

– Service Provider represents and warrants that it has the authority to enter into this ToU and perform its obligations hereunder.

– The Service Provider does not represent and does not warrant that:

– The services provided by Greytrix will be secure, timely, uninterrupted, and error-free, and they can operate in combination with any other hardware, software, system, or data.

– The services provided by Greytrix will meet the User(s) requirements or expectations.

– The quality of any information or other materials obtained by the User through Greytrix will be accurate.

– The server(s) used by Greytrix, and the services provided by Greytrix are free of viruses or other harmful components.

The Service Provider is not responsible for delays or other damage resulting from such problems. The user is solely responsible for any damage to the User’s systems or data loss. Ensure that the limitations and disclaimers are prominently noted to avoid potential misunderstandings.

(iii)The Service Provider does not represent and does not warrant that:

a. The use of services provided by Greytrix will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data. b. The services provided by Greytrix will meet the User(s) requirement or expectations. c. The quality of any information or other materials obtained by the User through Greytrix will be accurate. d. The server(s) used by Greytrix and the services provided by Greytrix are free of viruses or other harmful components. Service Provider shall not be responsible for the delays or other damages resulting from such problems. User shall be solely responsible for any damage to the User’s systems or loss of data.

10. SECURITY

Greytrix transactions are secure and protected. In most of Greytrix’s products/offerings, the User’s system data information is not received, stored, or retained by the Service Provider in any manner. This information is supplied by the User(s) directly to the relevant payment gateway which is authorized to handle the information provided and compliant with the regulations and requirements of various bank institutions and payment franchisees associated with.

The Service Provider has taken all reasonable measures to secure its computer resources and information contained therein following the reasonable security practices and procedures prescribed in the Information Technology (Reasonable security practices and procedures and sensitive personal Information) Rules 2011. This includes, amongst other things, using industry-standard techniques such as firewalls, encryption, intrusion detection, and site monitoring. However, despite taking due security measures prescribed by law, the Service Provider fails to ensure the security of its systems or any information stored or maintained on these systems at all points as no security measures are impeccable or impenetrable. The Service Provider is in no way responsible for any breach of privacy or security caused due to technical failures, hacking, or other circumstances beyond its reasonable control.

The Service Provider shall not be liable in any manner for any data submitted, stored, posted, displayed, exchanged, or transmitted by or on behalf of the User and received and analyzed by Sage, Sage Services, or any other third party.

The Service Provider does not store or share any information with any other servers of the Service Provider and none of the employee(s)/ individual(s) related to the Service Provider is aware of any such information shared by the User. Additionally, the User is aware that it might encounter Cookies or other similar devices of the Service Provider that are stored to enrich the user experience.

Consider providing more detailed information about the security protocols and how user data is protected.

11. COOKIES

The Service Provider may use Cookies to improve its level of service to the User(s). The User(s) can configure its browser to alert the User(s) when the site is attempting to send a Cookie to the User(s). The User(s) can check its hard drive for the cookie files on the “cookies.txt” file in the hard drive of the User’s PC or under “magic cookies” on a Macintosh.

12. INTELLECTUAL PROPERTY RIGHTS

Unless expressly agreed to in writing, nothing contained herein shall give the User(s) a right to use any of the Service Provider’s websites, brand names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports, images, and other distinctive brand features. All logos, trademarks, brand names, service marks, domain names including material designs and graphics created by and developed by the Service Provider and other distinctive brand features of Greytrix/ Sage are the property of the Service Provider. The Service Provider creates GUMU™ and shall be the exclusive owner of all the designs, graphics, and the like related to GUMU™.

The User(s) shall not use any of the intellectual property displayed on Greytrix in any manner that is likely to cause confusion among existing or prospective users of Greytrix/ Sage or that in any manner disparages or discredits the Service Provider, to be determined at the sole discretion of the Service Provider.

The User(s) are aware that the services provided by Greytrix are the creations of their respective owners and that all intellectual property, including but not limited to copyrights relating to said services, resides with the said owners and that at no point does any such intellectual property stand transferred from the aforementioned owners or to the User(s). The User(s) are aware that the Service Provider merely provides a platform through which the User(s) can avail themselves of the services offered by Greytrix.

The User(s) are further aware that any reproduction or infringement of the intellectual property of the aforementioned owners by the User(s) will result in legal action being initiated against the User(s) by the respective owners of the intellectual property so reproduced/ infringed upon. The Parties agree that the contents of this clause shall survive even after the termination or expiry of this ToU.

Emphasize the consequences of violating intellectual property rights.

13. PROPRIETARY RIGHTS

It is agreed between the Parties that all the rights, title, and interest in Greytrix documentation, any other materials furnished or made available by the Service Provider, all modifications and enhancements thereof, all suggestions, ideas, and feedback proposed by the User regarding Sage and the services provided on Greytrix, including all intellectual property rights in each of the foregoing, belong to and are retained solely by the Service Provider and third-party providers as applicable.

The User grants to the Service Provider a limited, non-exclusive, royalty-free, worldwide license to use the Greytrix range of products and services and perform all acts for Sage / Acumatica / Salesforce / others as may be necessary for the Service Provider to provide the services on Greytrix to the User.

It is agreed between the Parties that all the rights, titles, and interests in any data, including statistical and performance information and all the intellectual property related to such information, belong to and shall be retained by the Service Provider. The User agrees that the Service Provider may use such information and data to the extent and in the manner required or authorized by applicable law or regulation and for purposes of data gathering, analysis, service enhancement, and marketing provided that such data does not identify the User’s confidential information.

14. LIMITATION OF LIABILITY

The User(s) can recover from the Service Provider only direct damages up to an amount equal to the invoiced amount paid by the User(s) to the Service Provider. Neither Party will be liable for any indirect damages (including without limitation consequential, special, or incidental damages, damages for loss of profits or revenues, business interruption, or loss of business information) arising out of or related to the services mentioned in this ToU, even if advised of the possibility of such damages or if the possibility was reasonably foreseeable.

Ensure these sections are clear and unambiguous, as they are critical in legal disputes.

15. INDEMNITY

The User(s) expressly agrees to defend, indemnify, and hold harmless the Service Provider, their respective subsidiaries, affiliates, officers, directors, agents, employees, or other partners against any and all claims, liabilities, damages, losses, costs, and expenses, including but not limited to any warranties, representations, or undertakings or in relation to the non-fulfillment of any of the User’s obligations under this ToU or arising out of the User’s infringement of any applicable laws, rules, and regulations, including but not limited to intellectual property rights, payment of statutory dues and taxes, violation of rights of privacy or publicity, loss of service by other subscribers, claims of libel, defamation, or infringement of any other right of a third party.

16. UPDATES

The User(s) may require updating Greytrix products and other services which may be introduced from time to time. If the User(s) agrees to download the update then it is deemed that the User(s) accordingly also agrees to any changes in the terms and conditions.

Consider providing a notification mechanism for users when significant changes are made to the ToU.

17. SUSPENSION

If any act which on the face of it gives a reasonable apprehension that fraudulent, suspicious, unauthorized acts or activities as per the ToU or under any law for the time being in force are committed, have been committed, or about to be committed by the User(s) in the course of access or use of Greytrix/ Sage products and services, the Service Provider in addition to the other remedies available under any law for the time being in force shall have the right to suspend the account and services rendered to User(s) as per this ToU without any notice or cause.

18. TERMINATION

This ToU shall remain in full force and effect between the User(s) and the Service Provider until the Service Provider terminates or suspends the access of Greytrix/ Sage products and services by the User(s) upon the breach of any of the terms mentioned in this ToU or for any other reason(s) and without warning. Such termination or suspension by the Service Provider may result in immediate seizure of the account and may lead to forfeiture and destruction of all information associated with the User’s subscription.

19. EFFECT OF TERMINATION

Upon termination of this ToU, the User’s access to any accounts/ services of Greytrix/ Sage shall cease. The Service Provider shall not be obligated to return or destroy any information that has been processed, stored, or accessed by the Service Provider while providing services from Greytrix.

20. SEVERABILITY

If any term, provision, part, or clause of this ToU is determined by a court of competent jurisdiction to be repugnant, in contradiction, or against/opposed the provisions of any law for the time being in force and such term, provision, part, clause to the extent of such repugnancy, contradiction, opposition is held to be invalid, void, or unenforceable then such term, provision, part, section to the extent of its invalidity, voidability, unenforceability shall be deemed to be severable and independent of the other terms, provisions, parts, clauses of this ToU without causing any prejudice to the scope and intention of this ToU.

21. DISPUTE RESOLUTION

Any dispute arising out of or in connection with this ToU shall be referred to Arbitration as per the fast-track procedure laid down under section 29B of the Arbitration and Conciliation Act 1996 (as amended in 2015). The Parties mutually agree and appoint Mr. Gouri Shankar Jha, designated as Director Program Management in SapientRazorfish holding Indian passport R4674155 to act as the sole arbitrator whose decision shall be final and binding on the Parties. The seat of the Arbitration shall be the city of Mumbai in the state of Maharashtra, India. The language to be used in the arbitral proceedings shall be English.

Clearly outline the process for initiating arbitration and any associated costs.

22. APPLICABLE LAW

Any matter arising out of access or use of the Greytrix products and services by the User(s) either during the free trial or during the Subscription Plan including any dispute shall be governed and construed by the laws in force in the territory of India and shall exclude any other law enforceable in any other state to the extent of its repugnancy.

Consider providing a notification mechanism for users when significant changes are made to the ToU.

23. PUBLICITY

The Service Provider has the right to reference and use the User(s) name and trademarks in the business development and marketing efforts by the Service Provider unless the User(s) notifies the Service Provider in writing that the User(s) does not grant the Service Provider such rights within thirty (30) days of User(s) acceptance of the ToU.

24. WAIVER

Any delay or failure of either Party to exercise a right or remedy will not constitute a waiver of such right or remedy or any other right or remedy. A waiver will only be effective if made in writing and signed by an authorized representative of the waiving Party.

25. NOTICE/WRITTEN COMMUNICATION

**By the User(s):** User(s) may send a written communication to the Service Provider in relation to any problem being faced by the User(s) while using the Greytrix line of products. The User(s) shall send the email to us.sales@greytrix.com or shall send the same to the registered office of the Service Provider with regard to any problem being faced by the User(s) in relation to Greytrix.

**By the Service Provider:** The Service Provider shall send the notice to the User(s) at the email address specified by the User(s) while registering with Greytrix. The notice sent to the User(s) via email shall be deemed to have been sent and received on the transmission date of the email.

26. NON-SOLICITATION

The User(s) agree that so long as the Subscription Plan remains in effect and for a period of 1 (One) Year following the last Subscription Plan hereunder to terminate or expire, the User will not solicit the employees of the Service Provider for employment without the Service Provider’s written consent.

27. EXPORT

The services rendered to the User(s) by the Service Provider through Greytrix are subjected to laws regarding export and import in India, including but not limited to the Foreign Exchange Management Act 1999 and the regulations made thereunder by the Reserve Bank of India. The User agrees to comply strictly with all applicable export laws. The User(s) acknowledges and agrees that none of the underlying information, software, or technology of Greytrix may be used, transferred, or otherwise exported or re-exported to countries as to which India maintains an embargo or residents of those countries who constitute to be an ‘alien enemy’ under the Indian Contract Act 1872. The lists of embargoed countries and alien enemies are subject to change without notice. By using Greytrix, the User represents and warrants that the User is not located in, under the control of, or a national or resident of an embargoed country or is an alien enemy. Greytrix may use encryption technology that is subject to specific standards and rules prescribed by the Central Government under Section 84A of the Information Technology Act 2000.

28. CONFIDENTIALITY

The Parties shall not make each other’s Confidential Information available in any form to any third party or use each other’s Confidential Information for any purpose other than the implementation of this ToU or unless required by law. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employee(s) or agent(s) in violation of the terms of this ToU.

A Party’s Confidential Information shall not include information as follows:

– Information that becomes a part of the public domain through no act or omission of the other Party.

– Information was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party.

– Information is lawfully disclosed to the other Party by a third party without restriction on disclosure.

– The other Party independently develops information.

– Information required to be disclosed by any judicial or governmental requirement or order.

29. FORCE MAJEURE

Any obligation ‘arising out of’ or ‘concerning’ or ‘in connection with’ or ‘in consequence of’ or ‘relating to this ToU’ in the ‘usual course of business’ against the Service Provider shall be deemed unenforceable and beyond its control during the occurrence of acts including but not limited to an act of God, strikes, industrial dispute, war, invasion, breakdowns of machinery and it shall not be obligated to perform such obligations until such acts have ceased to exist in its entirety.

30. MODIFICATIONS

The Parties agree that the ToU is subject to change without notice and the Service Provider reserves the exclusive right to amend, modify, delete, add, or subtract any term, provision, part, or section of this ToU from time to time as it deems fit without any prior notice to the User(s) which shall be binding on the User and shall not be construed as novation or frustration of contract by virtue of such amendment, modification, deletion, addition, or subtraction of such term, provision, part, or section of the ToU by the Service Provider.

Last Updated: August 06, 2024

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