Terms of use

Last updated on : 01-Sep-2021
This Terms of Use Agreement ("Agreement") is a binding agreement between you ("you", "your"), either an individual or a legal entity, and Prodesign Software Limited ("Prodesign"). This Agreement governs the license and your use of the Software Application, including the Software Application made available through Cloud Hosting (as defined hereinafter) and all related documentation. This Agreement further applies to the use of the website located at [www.assetman.mu] ("Website") or by whatever other name it maybe called in the future, on which you have subscribed for the license of the Software Application and all associated sites linked to the Website.
By downloading/installing, accessing, copying or using the software application, service and/or the website, you (a) acknowledge that you have read and understood this agreement; (b) represent that you are 18 years of age or, or the required legal age in your jurisdiction; and (c) agree this agreement and agree that you are legally bound by its terms. if you do not agree to these terms, do not download, install or use the software application and delete it from your mobile device. This agreement is enforceable against you and any legal entity that obtained the software application and on whose behalf, it is used. If you are agreeing these terms on behalf of another person or company or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity to these terms.
your affirmative act of registering and clicking your acceptance to the "I agree" button constitutes your acceptance and electronic signature to this agreement and signifies that you agree to be legally bound by the terms of this agreement.


"aaS" is an acronym for "As A Service" and means the combined hosting and support services provided in this Agreement. "aaS Materials" shall mean the written materials relating to the operation and use of the Software Application including, but not limited to, user manuals, user guides, technical manuals, release notes, and online help files regarding use of the Software Application provided as part of the Service, and any other materials prepared in connection with any Software Application, modification, correction, or enhancement, and shall include any updated versions of aaS Materials as may be provided by Vendor from time to time (1) in the course of providing the Service; (2) as part of an online tutorials or help files provided with the Service; or (3) in the course of providing web seminars in which you or your Users enroll.
"Base Components" means the software, and hosting environment that Vendor makes available for use by you as part of the Service.
"Cloud Hosting" means the provision of products and services in a hosted, virtualized environment, accessible via the internet.
"Customer Data" means all data, files, including hypertext markup language files, documents, audio and visual information, graphics, scripts, programs, applets or servlets that the you create, install, upload to or transfer in or through the Service or provides in the course of using the Service.
"Electronic Communications" shall mean any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically to or from the Service.
"Infrastructure Support Services" shall mean the support provided by Vendor for the maintenance and stability of the computer hardware and hosting environment provided as part of the Service.
"Product Support Services" shall mean the support provided by Vendor to remediate, correct, or abate errors in the out of the box Software Application that is provided as part of the Service as defined in Schedule A. Support for customer specific configurations and customizations (if any) are handled by Application Support Services defined in Schedule B.
"Service" shall mean the software including the Software Application and infrastructure in a hosted environment provided and maintained by Vendor to which you are being granted access under this Agreement via a web site or another designated IP address. Service or Services includes Product Support Services and Application Support Services described in this Agreement.
"Software Application" means the proprietary software application Assetman made available to you by Vendor as part of the Service. Software Application may contain third-party components licensed to Vendor.
"Term" means any Initial Term and/or Renewal Term as defined in Section 5 of this Agreement.
"Third Party Products" means application software products provided by third party vendors, including operating system and application software with which the Software Application interfaces and which provides certain functionality essential to the operation of the Software Application. Third Party Products are licensed to Vendor for incorporation and use in the hosted environment as part of the Service.
"Third Party Vendors" third party manufacturer’s, author’s, developer’s, vendor’s, and service provider’s of Vendor.
"User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you or on your behalf.
  1. Provision of Services

    By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content or simply by making any use of the Website or accessing our Website you agree that you have read and understood Vendor's Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the "Privacy Policy"), and agree to abide by the Privacy Policy.
    In consideration of the fees paid by you for the subscription of the Service, Vendor agrees to provide you access to the Service. The Service to be provided to you is as outlined in the Schedules annexed hereto.
    The Software Application is licensed, not sold, to you and is made available through the Apple App Store, the Google Play Store or certain supported web browsers. By installing, using or otherwise accessing the Software Application and/or using the information, content, tools, software, features and functionality including any updates and new releases provided through such Software Application, you expressly agree to the following terms and conditions contained in this Agreement. In addition, when using particular Services made available through the Software Application, you shall be subject to any posted policies and guidelines applicable to such Services available through the Software Application, including any terms or conditions applicable to Services that may be provided in conjunction with any of our business partners. All such rules and guidelines are hereby incorporated by this reference into this Agreement.
  2. Grant of License

    Subject to the terms and conditions of this Agreement, Vendor grants to you during the Term of this Agreement a non-transferable, non-exclusive, worldwide right to permit you and your Users to (a) use the Service, including the Base Components thereof, (b) display and print Customer Data, and (c) use the SaaS Materials solely in connection with the Service, all solely for your own internal business operations, provided such internal business operations shall not include commercial time-sharing, rental, outsourcing, service bureau or similar use. For purpose of this license grant, "You" shall include any outsourced or other third-party consultants or similar personnel supporting you as part of typical business practices, acting under your direction and for whom you are fully responsible hereunder. You acknowledge and agree that the license granted herein, is not a concurrent user license and that the rights granted to you in this Agreement are subject to all of the following agreements and restrictions: (i) the maximum number of Users that you authorize to access the Service shall not exceed the number of licenses you have been granted; (ii) licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who are no longer permitted to access the Service; (iii) you shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Service or the SaaS Materials that are provided as a part thereof, or access the Service or SaaS Materials in order to build a similar or competitive product or service; (iv) you shall not create internet "links" to the Service or "frame" or "mirror" any part of the Service, including any content contained in the Service, on any other server or device; (v) except as expressly stated herein, no part of the Service or SaaS Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; (vi) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Service; (vii) you acknowledge and agree that Vendor or its Third Party Vendors shall own all right, title and interest in and to all intellectual property rights in the Service and the SaaS Materials and any suggestions, enhancement requests, feedback, or recommendations provided by you or your Users relating to the Service or the SaaS Materials, including all unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, know-how and other trade secret rights, and all other intellectual property rights, derivatives or improvements thereof; (viii) unauthorized use, resale or commercial exploitation of any part of the Service or SaaS Materials in any way is expressly prohibited; (ix) you do not acquire any rights in the Service or SaaS Materials, expressed or implied, other than those expressly granted in this Agreement and all rights not expressly granted to you are reserved by Vendor and Third Party Vendors; and (x) this Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Software Application, Third Party Products, or SaaS Materials to you.
  3. Licenses From You

    Subject to the terms and conditions of this Agreement, you grant to Vendor and its Third Party Vendors the non-exclusive, non-transferable worldwide right to copy, store, record, transmit, display, view, print or otherwise use (a) Customer Data solely to the extent necessary to provide the Service and aaS Materials to you, and (b) any trademarks that you provide to Vendor for the purpose of including them in your user interface of the Service ("Customer Trademarks"). You acknowledge and agree that Customer Data and information regarding you and your Users that is provided to Vendor and its Third Party Vendors in connection with this Agreement may be (a) processed by Vendor and its Third Party Vendors to the extent necessary to provide the Service and (b) transferred outside of the country or any other jurisdiction where you and your Users are located. In addition, you acknowledge and agree that it is your obligation to inform Users and your customers of the processing of Customer Data and information regarding you and your Users pursuant to this Agreement and to ensure that such Users and customers have given any necessary consent to such processing as required by all applicable data protection legislation. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and information regarding you and your Users. You agree that the license to the Customer Data shall survive termination of this Agreement solely for the purpose of storing backup Customer Data in accordance with the terms of this Agreement.
    By providing you with the Services, Vendor does not acquire any right, title and/or interest in the content material (including but not limited to text, Customer-provided software, scripts, trademarks, logos, HTML coding, domain names, links, graphics, audio, video, and any data) that you make available for use by Users by means of the Services (collectively "Content"). You shall be solely responsible for all Content. You however agree that Vendor shall have the right to use the Content and Customer Data for analytic purposes such as preparing results and reports based on the Content and Customer Data, to help provide additional services to you and other users and you hereby provide your consent for the same.
  4. Proprietary Rights

    You acknowledge and agree that the service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the content or information presented to you through the Service may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except where expressly provided otherwise by Vendor, nothing in the Service, the aaS Materials, or the Agreement shall be construed to confer any license to any of Vendor's Third Party Vendors, intellectual property rights, whether by estoppel, implication, or otherwise. Without limiting the generality of the foregoing, any names or trademarks of the Software Application Assetman and other Vendor service marks, logos and product service names are marks of Vendor ("Vendor Marks"). You agree not to display or use the Vendor marks, or the marks of any Third Party Vendor, in any manner without the owner’s express prior written permission. Vendor reserves the right to subcontract any or all services provided hereunder to third parties.
  5. License Fee, Term and Payment

    1. 5.1 Term

      The initial term ("Initial Term") of this Agreement will commence from the date you subscribe to the Service ("Effective Date") and shall be for a period of twelve (12) months. Following the expiration of the Initial Term, subject to the payment of yearly fees, the Agreement shall automatically be renewed for a period of twelve (12) months on a yearly basis, until such time as either party provides thirty (30) days’ written notice to the other party of its intent to cancel the Agreement.
    2. 5.2 Renewal

      All subscriptions, at the sole discretion of Vendor, will automatically renew on a yearly basis to ensure that Services are provided to you on a continuous basis. Payment of the fees for renewal subscriptions shall be automatically deducted by Vendor at the then current subscription fees using the payment information provided to you at the time of subscription to the Service. If your payment and registration information at the time of subscription is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Service. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updated services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. Additional cancellation or renewal terms may be provided to you on the website for the software.
    3. 5.3 Subscription Fees

      The subscription fees for the Service shall be as set forth on the Website. Any surplus usage and storage fees shall be as set forth on the Website.
    4. 5.4 Remedies for Delayed Payments

      In addition to any remedies Vendor may have pursuant to this Agreement or at law for non-payment, delinquency in payment may result in a delay or suspension of the right to use the Service. In the event Vendor incurs any costs (including reasonable attorney’s fees) from efforts collecting overdue fees from you, you agree to pay such costs. You further agree to pay all foreign, federal, states, and local taxes, if applicable, to your access to, use, or receipt of the Service.
  6. Terms of Service

    1. 6.1 Service Extensions or Updates

      You further agree that, unless explicitly stated otherwise, any new features that augment or enhance the Service, and or any new service subsequently purchased by you pursuant to an amendment agreed by Vendor referencing this Agreement will be subject to this Agreement.
    2. 6.2 Internet Access

      In order to use the Service, you must have or must obtain access to the World Wide Web, either directly or through devices that access Web-based Content. You must also provide all equipment necessary to make (and maintain) such connection to the World Wide Web.
    3. 6.3 Email and Notices

      You agree to provide Vendor with your e-mail address (es), and to agree emails (or other Electronic Communications) from Vendor on that the e-mail address. Notwithstanding any provision in the Agreement to the contrary, acknowledgement by an officer of yours is not required with respect to e-mail communications pertaining to your routine use of the Service, including without limitation communications relating to the support, maintenance, or the updating of the Service. You further agree that Vendor may provide any and all required notices including legal notices to you through e-mail (or other electronic transmission), in accordance with Section 13.
    4. 6.4 Passwords, Access, and Notification

      You may designate up to the number of Users that corresponds to the number of permitted Users licenses purchased. You will provide and assign unique password and user names to each authorized User for each license purchased. You acknowledge and agree that you are prohibited from sharing passwords and or user names with unauthorized users. You will be responsible for the confidentiality and use of your (including your employees’) passwords and user names. You will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under your account. Vendor will act as though any Electronic Communications it receives under Customer’s passwords, User name, and/or account number will have been sent by you. You agree to notify Vendor if you become aware of any loss or theft or unauthorized use of any of your passwords, user names, and/or account number.
    5. 6.5 Your Responsibilities

      You agree to comply with all applicable local, state, national and foreign laws, treaties, regulations and conventions in connection with its use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. You will ensure that any use of the Service by your Users is in accordance with the terms of this Agreement. You agree to notify Vendor immediately of any unauthorized use of any password or account or any other known or suspected breach of security or any known or suspected distribution of Customer Data. In addition to its responsibilities in this Agreement, you are responsible for all your responsibilities indicated in the Schedules attached hereto or entered into pursuant hereto and all other responsibilities not designated as responsibilities of Vendor.
      You are solely responsible for obtaining all licenses and permissions necessary related to the Content, including without limitation licenses for any third-party software included in the Content. You shall not resell the Services directly or indirectly to third parties.
    6. 6.6 Transmission of Data

      You understand that the technical processing and transmission of your Electronic Communications is fundamentally necessary to your use of the Service. You expressly consent to Vendor's interception and storage of Electronic Communications and/or Customer Data, and you acknowledge and understand that your Electronic Communications will involve transmission over the internet, and over various networks, only part of which may be owned and/or operated by Vendor. You acknowledge and understand that changes to your Electronic Communications may occur in order to conform and adapt such data to the technical requirements of connecting networks or devices. You further understand that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that Vendor is not responsible for any Electronic Communications and/or Customer Data which are lost, altered, intercepted or stored without authorizations during the transmission of any data whatsoever across networks not owned and/or operated by Vendor.
    7. 6.7 Vendor's Support

      Vendor will make commercially reasonable efforts to promote your successful utilization of the Service, including but not limited to maintenance and support of the Base Components, providing you with user guides, and product support. Vendor will also provide Product Support for Software Application employed as part of the Service as set forth in Schedule A annexed hereto. Product Support pertains to support designed to remedy errors in Software Application that cause it to deviate from the specifications as described in the aaS Materials. Vendor also offers "for fee" extended support options and Professional Services consultation, which services may include, among other things, training services, business and regulatory process consulting, submission processing support, submission migration services and system configuration.
    8. 6.8 Confidential Information

      Your Confidential Information shall include, but not be limited to, Customer Data. You acknowledge and agree that Vendor may disclose your Confidential Information to its Third Party Vendors solely to the extent necessary to provide products or services under this Agreement.
      Notwithstanding anything to the contrary in this Agreement, Content is not included in Confidential Information as defined above. To the extent Vendor has any access to Content in the course of providing the Services, Vendor's entire obligation to keep Content confidential is stated in this Section below. Vendor shall not, intentionally

      (i) access your Content or

      (ii) disclose your Content to any third party, except to the extent:

      (a) You make its Content publicly available, or

      (b) as necessary for Vendor to provide, or obtain third-party supplier support for, the Services or to provide information requested by you, or

      (c) as specifically authorized by you in writing or

      (d) to the extent required by Vendor for the purpose of analyzing the Content and Customer Data such as preparing results and reports based on the Content and Customer Data, to help provide additional services to you and other users for which you hereby provide your consent. Vendor's obligation to protect Content from unauthorized use, access or disclosure is:

      (i) to provide the Security Services specifically set forth in this Agreement and

      (ii) maintain and enforce the then-current standard Vendor security policies and standards applicable to the Services as practiced at the service locations from which Vendor is providing the Services to you.

      The obligations in this Section shall not apply to the recipient of Confidential Information and/or Vendor with respect to Content to the extent disclosure of Confidential Information or Content is required to comply with laws or respond to requests by a regulatory or judicial body and/or as otherwise required for legal process. In the event that any such disclosure is required, the recipient, and/or Vendor with respect to Content, reserves the right to charge the other party on a time-and-materials basis for recipient’s/ Vendor's reasonable efforts related to its compliance and response, including, if applicable, reasonable attorney’s fees.
  7. Use of Service

    You agree, undertake and confirm that your use of the Website shall be strictly governed by the following binding principles:
    1. (i) You shall not host, display, upload, modify, publish, transmit, update or share any information or item that:
      1. belongs to another person and to which you do not have any right to;
      2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
      3. harms minors in any way;
      4. infringes any patent, trademark, copyright or other proprietary rights;
      5. violates any law for the time being in force;
      6. deceives or misleads the addressee/users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
      7. impersonates another person;
      8. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
      9. threatens the unity, integrity, defence, security or sovereignty of Mauritius, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
      10. shall not be false, inaccurate or misleading;
      11. shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers.
    2. (ii) The Software Application may automatically download and install updates from Vendor from time to time. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Vendor to deliver these to you) as part of your use of the Services.
    3. (iii) We may automatically track certain information about you based upon your behavior on our Website and/or Use of the Software Application using third party services. When you browse the Website and/or download, install and use the Software Application, Vendor may collect information regarding your device and the domain and host from which you access the Internet, the Internet Protocol address of the computer or Internet Service Provider you are using, your browsing history, and anonymous Website statistical data. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Website and/or Software Application or certain of its features or functionality, and the Software may provide you with opportunities to share information about yourself with others. You agree that we may use such information to do internal research on our users’ demographics, interests, and behavior to better understand, protect and serve our users. You enable Vendor to use the information you supply us with ("Information") so that we are not violating any rights you might have in your information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in your Information, in any media now known or not currently known, with respect to your Information. Vendor will only use your Information in accordance with this Agreement and Vendor's Privacy Policy located at [www.assetman.mu/privacy-policy]. By using the Service and/or by providing your Information, you consent to the collection and use of the INFORMATION you disclose by Vendor It in accordance with the Privacy Policy You also consent to any transfer, sale, assignment, conveyance or license by Vendor of your End User Data.
  8. Suspension/Termination

    1. 8.1 Suspension for Delinquent Account

      Vendor reserves the right to suspend your access and/or use of the Service for any account for which any payment is due but remains unpaid after thirty day’s written notice of such delinquency. You agree that Vendor shall not be liable to you, or to any third party, for any suspension of the Service resulting from your non-payment of the fees as described in this Section. You may terminate the Services by providing Vendor an email at [support@assetman.mu]. You however agree that Vendor shall not be liable to refund the subscription fees already paid. In the event that your Service has been terminated within three months from the Effective Date, Vendor may refund your subscription fees based on the sole discretion of Vendor.
    2. 8.2 Suspension for Ongoing Harm

      You agree that Vendor may, with reasonably contemporaneous telephonic or electronic mail notice to you, suspend your access to the Service if Vendor reasonably concludes that your use of the Service is causing immediate and ongoing harm to Vendor or others. Vendor will use commercially reasonable efforts to resolve the issues causing the suspension of Service. You agree that Vendor will not be liable to you or to any third party for any suspension of the Service under such circumstances as described in this Section.
    3. 8.3 Handling of Customer Data in the Event of Termination

      You acknowledge and agree that following termination/expiration of this Agreement, you shall return all aaS Materials (except that it may retain a copy for archival purposes or as otherwise provided in this Agreement) to Vendor and Vendor may immediately deactivate your account. Furthermore, unless otherwise agreed-upon by the Parties in writing, Vendor shall remove or overwrite all applicable Content from Vendor’s systems following the effective date of termination or cancellation, in accordance with Vendor’s standard procedures. Prior to any such deletion or destruction, however, Vendor shall either (1) grant you reasonable access to the Service for the sole purpose of you retrieving Customer Data or (2) transfer all Customer Data to other media. You agree that Vendor shall not be liable to you or to any third party for any termination of your access to the Service or deletion of Customer Data, provided that Vendor is in compliance with the terms of this Section. Notwithstanding the foregoing, nothing shall preclude Vendor from maintaining one copy of Customer Data if required by law.
    4. 8.3 Handling of Application in the Event of Termination

      Your data, license keys used in hosting and application documentation updated during the hosting period by application support would be returned to you as defined in the Disentanglement section of this Agreement.
  9. Modification / Discontinuation / Maintenance

    1. 9.1 Modification to or Discontinuation of the Service

      Vendor reserves the right at any time and from time to time to modify, temporarily or permanently, the Service (or any part thereof), provided such modification does not diminish the functionality of the Service to you on which you materially rely. Notwithstanding the foregoing, except for routinely scheduled down time, or as otherwise provided in this Agreement, Vendor shall use commercially reasonable efforts to notify you prior to any such modification; You acknowledge that Vendor reserves the right to discontinue offering the Service at the conclusion of your then current Term. You agree that Vendor will not be liable to you or any third party for any modification or discontinuance of the Service as described in this Section 9.
    2. 9.2 Modification to Third Party Software and Support Cost

      In the event that Vendor incur any increased cost from Third party software licenses or annual support fees during the term of this agreement, Vendor reserves the right to pass these costs onto you.  
    3. 9.3 Maintenance

      Vendor may at its sole discretion and without assigning any reason whatsoever at any time deactivate or/and suspend you or your Users access to the Website and/or the Services (as the case may be) without giving any prior notice, to carry out system maintenance or/and upgrading or/and testing or/and repairs or/and other related work. Without prejudice to any other provisions of this Agreement, Vendor shall not be liable to indemnify you or the User for any loss or/and damage or/and costs or/and expense that you or your User may suffer or incur, and no fees or/and charges payable by you or your User to Vendor shall be deducted or refunded or rebated, as a result of such deactivation or/and suspension.

    Vendor does not represent that your use of the service will be secured, timely, uninterrupted or error free, or that the service will meet customer requirements or that all errors in the service and/or documentation will be corrected or that the system that makes the service available will be free of viruses or other harmful components or the service will operate in combination with other hardware, software, systems or data not provided by Vendor or the operation of the services will be secured or that Vendor and its third party vendors will be able to prevent third parties from accessing customer data or your confidential information, or any errors will be corrected or any stored customer data will be accurate or reliable. There are no warranties or conditions, expressed or implied, including without limitation, those of merchantability or fitness for a particular purpose. The service is provided to you on an "as is" and "as available" basis, and is for commercial use only. You assume all responsibility for determining whether the service or the information generated thereby is accurate or sufficient for your purpose.
    The website is on an "as is" basis. Vendor makes no representations or warranties of any kind, express, statutory or implied as to the operation of the website, provision of services or the information, content, materials, or products included on the website or in association with the services. To the fullest extent permissible by applicable law, Vendor disclaims all warranties, express, statutory, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Vendor further does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the website. Vendor is not responsible for the conduct, of any user of the website. any material or content downloaded or otherwise obtained through the use of the services or the website is accessed at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any user from the website, or through or from the services shall create any warranty not expressly stated herein.
  11. Limitations of Liability

    1. 11.1 No Consequential Damages

      Neither party shall be liable to the other party for exemplary, punitive, special, incidental, indirect or consequential damages that result in any way from the use of your account or the service or your inability to use the service; your reliance on or use of information, services or products provided on or through the website or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance including without limitation, interruption of business, lost profits, lost or corrupted data or content, lost revenue arising out of this agreement (including without limitation OF the service, the use of the service or the inability to use service), even if the party has been advised of the possibility of such damages.
    2. 11.2 Direct Damage Limitations

      11.2.1 In no event shall the aggregate liability of Vendor or any third party vendors arising out of or in connection with this agreement, including any license, use, or other employment of the service, whether such liability arises from any claim based on breach or repudiation of contract, breach of warranty, tort, or otherwise, exceed the fee's paid by you for one month of the services (to clarify any trial period provided to you by Vendor shall not be considered while determining the fees paid). There shall be only one aggregate liability cap under this agreement even if there are multiple claims; each claim shall reduce the amount available in the aggregate liability cap.
      11.2.2 Vendor shall not be liable for any damages resulting from the loss or corruption of any data or content whether resulting from delays, non-deliveries, misdeliveries, service interruptions or otherwise.
    3. 11.3 Exclusions

      The limitations of liability set forth in sections 11.1 and 11.2 shall not apply with respect to:

      (i) damages to persons and/or tangible property occasioned by your wilful misconduct or gross negligence of,

      (ii) breaches by you of license terms applicable to Vendor provided software and third party products as set forth in section 2 above,

      (iii) your unauthorized use of Vendor’s or third party vendor’s intellectual property, materials or assets;

      (iv) damages incurred as a result of a breach by a party of its obligations under section 8.8 that result in the disclosure of confidential information of the other party, or

      (v) claims that are the subject of indemnification pursuant to section 12 (which are subject to the limits, if any contained therein). Damages as limited by section 11 are your sole and exclusive remedy if another remedy is provided and such remedy is deemed to fail of its essential purpose.

  12. Indemnification

    1. 12.1 Personal Injury and Property Damage

      You ( "Indemnifying Party") agree to defend at its expense and indemnify and hold harmless Vendor and its affiliates, directors, officers, employees, agents, successors and assigns (each an "Indemnified Party"), in accordance with the procedures described in this Section, from and against any and all losses, costs, damages, liabilities and expenses including without limitation, reasonable legal fees and expenses paid to or for the benefit of an unaffiliated third party (collectively, "Losses") arising from or in connection with any such third party claim for:

      (i) the death or bodily injury of any person caused by the negligence or wilful misconduct of the Indemnifying Party; or

      (ii) the damage, loss or destruction of any real or tangible personal property caused by the negligence or wilful misconduct of the Indemnifying Party.

    2. 12.2 Your Indemnity

      You shall defend and indemnify Vendor and its Third Party Vendor against any and all Losses incurred by Vendor and its Third Party Vendors arising out of or in connection with a claim by a third party alleging that the Customer Data or the Customer Trademarks, or any use thereof, infringes the rights of, or has caused harm to a third party.
      You will indemnify, defend and hold harmless Vendor, its affiliates, successors, and assigns, including the applicable officers, directors, employees, and agents thereof for damages, costs and attorneys’ fees Vendor incurs from any unaffiliated third-party claim arising from Customer’s Content or Customer’s or any end user’s use of the Services.
      You agree to indemnify and hold the Vendor, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of

      (i) Your access to the Website,

      (ii) Your use of the Services,

      (iii) the violation of this Agreement by You, or

      (iv) the infringement by You, or any third party using Your account or User ID or password, of any intellectual property or other right of any person or entity.

    3. 12.3 Indemnification Procedures

      The party seeking indemnification shall give prompt notice of the claim and will tender the defence; provided, however, that such party’s failure to provide notification shall not affect the Indemnifying Party’s indemnification obligations except to the extent that the failure to notify delays or prejudices the Indemnifying Party’s ability to defend the applicable claim. The Indemnifying Party shall conduct the defence and shall have control of the litigation, and the Indemnified Party shall cooperate in defending against the claim. The Indemnified Party shall have the right, at any time and at its own expense, to participate in the defence of the claim with counsel of its own choosing. The Indemnifying Party shall not make any settlement of the claim that results in any liability or imposes any obligation on the Indemnified Party without the prior written consent of the Indemnified Party. If the Indemnifying Party fails to

      (i) respond to the notice of a claim, or

      (ii) assume the defence of a claim, the party seeking indemnification shall have the right to defend the claim in such manner as it may deem appropriate, at the reasonable cost, expense, and risk of the Indemnifying Party, and the indemnifying shall promptly reimburse the Indemnified Party for all such costs and expenses.

  13. Notices

    Except as otherwise provided in Section 8.4 above, any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be by email. If to Vendor, a notice shall be emailed at [support@assetman.mu]. Vendor can send you a notice at the email id provided by you at the time of subscription to the Service.
  14. No Assignment

    You may not assign this Agreement without the prior written approval of Vendor. Any purported assignment in violation of this section shall be void.
  15. Force Majeure

    Neither party will be liable to the other for any failure or delay in the performance of such party’s non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact.
  16. Security and security policies

    Vendor will provide the security services set forth in the Schedules (the "Security Services"). Except to the extent caused by Vendor’s failure to provide Security Services, Vendor is not responsible for

    (i) unauthorized access to Customer’s Content, or

    (ii) damages arising out of unauthorized access.

    You acknowledge that some of the Services may be performed by Vendor or its third-party suppliers outside the country(ies) where the Services are obtained, and information pertaining to your use of the Services may be incorporated into Vendor’s global database(s) to assist Vendor in providing the Services. You shall be solely responsible for obtaining any required consents to such off-shore support from your employees and other end users of the Services.
    Vendor will provide the Services at the Service Levels set forth in the Schedules, if any, subject to all requirements and exceptions provided in the Schedules for each Service Level. credits associated with the failure to meet a particular service level, if any, are your sole and exclusive remedy for Vendor’s failure to meet that particular service level.
  17. Disentanglement

    On termination of the Services, Vendor shall assist you with the download of your data from the Software Application. Vendor will deliver a proposed termination assistance/data transfer plan to you subsequent to termination of the Services. You will have five (5) business days from the date of receipt of such proposed plan to agree the plan as-is or to provide feedback regarding the proposed plan in writing. The parties will then cooperate in good faith to finalize the plan within ten (10) business days. The termination assistance/data transfer plan will not become part of this Agreement.
  18. General provisions

    Any action related to this Agreement will be governed by the Laws of the Republic of Mauritius. No choice of law rules of any jurisdiction will apply. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the Laws of the Republic of Mauritius. This Agreement, together with the Schedules annexed hereto, represents the parties’ entire understanding relating to the use of the Service and supersedes any prior or contemporaneous, conflicting or additional, communications. No text or information set forth on any preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Vendor and you as a result of this Agreement or use of the Service. The failure of Vendor to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Vendor in writing Vendor reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Vendor.
    You understand and agree that the Agreement, the Website and the Services can be modified by the Website at its sole discretion, at any time without prior notice, and shall be immediately effective. You agree to review the Agreement periodically so that you are aware of any such modifications and Vendor shall not be liable for any loss suffered by you on your failure to review such modified Agreement. Unless expressly stated otherwise, any new features, new services, enhancements or modifications to the Website or Service implemented after your initial access of Website or use of the Service shall be subject to this Agreement.

Schedule A – Product Support

During the Term of this Agreement and for so long as you ("Customer") are entitled to receive the Service hereunder, Vendor shall provide the following Product Support Services through its Support Centers ("SC") for the Service infrastructure and Software Application as follows:

The SC will be the primary point of contact for all product support inquiries. The SC may be contacted via email at support@assetman.mu.

(a) The SC will receive, log, and respond to inquiries from the Customer concerning errors or defects in the Software Application that cause the Software Application to deviate from the applicable aaS Materials.

(b) The SC is and will be staffed with qualified product support engineers who have experience with the Software Application and aaS Materials and are familiar with the environments in which they operate. The SC will endeavor to provide timely and accurate answers to the Customer’s inquiries through Vendor’s Product Support team. The SC shall endeavor to rectify Software Application errors that impact Customer’s use and operation of the Software Application as set forth below. However, Vendor does not warrant that the Software Application will be error free, will work in combination with third party software not provided by Vendor, or will perform in an uninterrupted manner.

(c) For as long as the Agreement remains in effect, Customer shall have unlimited telephone, e-mail, Website forum, and, where applicable, remote access support for the Software Application during the hours of operation of the SC. Excluding legal holidays in the respective geography, telephone support shall be available from Monday to Friday. Telephone and electronic mail support for both Product and Infrastructure inquiries will be during normal business hours as set forth below:

1 Monday – Friday 08:30 am – 05:00 pm
2 Saturday, Sunday and Public holidays No support will be available

(d) Support inquiries, whether initiated by electronic mail, telephone, or otherwise, will be recorded by Vendor.

(e) Product Support inquiries shall be limited to Level 3 support. As used herein below, the following definitions apply:

Support Level Description Provided by
Level 1 Level 1 support includes the following activities: receipt, logging, tracking and managing support requests from end users; initial assessment of issues; escalation to Level 2 issues requiring application and business expertise. Customer
Level 2 Level 2 support includes the following activities: receipt of issues escalated from Level I; replication of issues; troubleshooting and diagnosis of issues; resolving issues; and escalation to Level 3 issues requiring development expertise. Level 2 will also include the receipt, logging, tracking and managing support requests. Application Support handles Level 2 questions, typically those required in-depth knowledge of the support applications. Vendor
Level 3 Level 3 support includes the following activities: receipt of and the diagnosis of complex issues escalated from Level 2. Level 3 issues are those that require developer level expertise or product questions that are not answered in the product documentation. Level 3 support is provided by the Product Support Team working in tandem with the Application Support Team. Vendor

(f) The Customer and the SC contact will work together to assign a priority level when the support inquiry is initiated in accordance with the Priority Level descriptions herein. The Priority Level describes the impact that the problem is having on the Customer’s ability to effectively use the Software Application. The Priority Level initially assigned can be modified if circumstances warrant it and the appropriate representatives of the Customer Vendor agreement. In this instance, Vendor will agree to a target time-scale with the Customer for recovery of Services, although it may take longer to effectuate a resolution. As used herein below, the following definitions apply:

Response Time is the average time within which Vendor will take to first respond to a support inquiry.

Service Restoration is defined as the period of time until service is restored to a usable state. The service may not be restored to 100% of its original functionality or capacity but is restored to a sufficient state to reasonably continue business operations via corrective action or development of a workaround. A workaround is defined as a nonstandard method for performing a given operation which produces the same result that would be achievable if the portion of the Software affected by the problem was functioning according to the Documentation.

(g) Priority Levels and SC average response times are as follows:

Priority Level Customer Impact and Response Response Time (% of time)
Major art of a major application or system is unavailable; part of a business unit is non-operational and no problem by-pass is available. Items assigned a priority level of “Major” will be worked on in order of priority as mutually agreed upon by Licensee and Vendor support personnel.  Major items take priority over Minor items and shall be worked on continuously during regular business hours until a resolution is achieved. The SC will provide a status update daily for Major issues or more frequently if requested by customer. 4 hours (99%)
Minor A problem has occurred which would normally be categorized as Major, but a problem by-pass is available. Inconvenience is increased, but functionality is not highly affected and workaround is an acceptable alternative.  Minor items will be worked on after Major items have been resolved and based on priority as mutually agreed upon by Vendor and Licensee support personnel. The SC will provide a status update weekly for Minor issues or more frequently if requested by Customer. 12 hours (95%)
Cosmetic A minor application, hardware component, system or service problem which does not have a serious business impact. This also includes a user perceived problem which does not require an immediate response and may be dealt with by a routine upgrade or maintenance release. Such workarounds and patches may be held in abeyance pending a combined release. 24 hours (95%)

All times specified may be impacted by availability of Customer internal support, if required, to assist in investigation or resolution. Although Vendor will endeavor to provide a resolution for all errors within the times indicated above, Vendor does not guarantee that all errors will be resolved within these times or that a Resolution will be provided at all.

Vendor shall have the right to modify the foregoing support policies as agreed by Vendor and Customer, provided (1) Vendor provides Customer with at least thirty (30) days written notice of such changes, and (ii) such changes do not materially diminish Vendor’s overall technical support obligations to Customer as set forth herein

(h) The following services are excluded from the Product Support Services:

(i) Support for software other than the Software Application

(ii) End user training

(iii) Level 1

Last updated on : 01-Sep-2021