1. Acceptance of terms
These Terms of Service ("Terms") govern your access to and use of the websites operated by ERP Software ("we," "us," or "our"), including erpsoftware.com and any affiliated niche-specific domains (collectively, the "Sites"). By accessing or using the Sites, or by engaging us for services, you agree to be bound by these Terms.
If you do not agree to these Terms, you may not access the Sites or engage our services.
2. Description of services
We provide professional consulting, implementation, and advisory services within the scope described on the relevant Site and confirmed in a written statement of work ("SOW") between you and us. Each engagement is governed by its own SOW, which together with these Terms forms the complete agreement for that engagement.
Where the SOW conflicts with these Terms, the SOW governs for that engagement only.
3. Engagement process
A typical engagement proceeds as follows:
- Discovery call to scope the work
- Written proposal and SOW
- Signed SOW and any required NDAs
- Engagement kickoff and delivery according to the SOW
- Final acceptance and handoff
No engagement is binding until both parties sign the SOW. Verbal discussions, email exchanges, and proposal drafts do not constitute a binding agreement on their own.
4. Fees and payment
Fees, payment schedules, and currencies are set out in each SOW. Unless the SOW provides otherwise:
- Invoices are payable within thirty (30) days of issue
- Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower
- You are responsible for any taxes other than taxes on our income
- Pre-approved out-of-pocket expenses are billed at cost
We reserve the right to suspend or terminate services for accounts more than sixty (60) days past due, subject to the cure provisions in the SOW.
5. Intellectual property
Unless the SOW provides otherwise:
- Pre-existing intellectual property remains owned by the party that brought it to the engagement
- Deliverables specifically commissioned and paid for under the SOW transfer to you on payment in full
- We retain a perpetual, royalty-free license to use generic methods, frameworks, and know-how developed during the engagement for our other clients, provided no client-confidential material is used
- You grant us a limited license to use your name and logo as a reference in our marketing, subject to any restrictions in the SOW
6. Confidentiality
Each party may receive non-public information from the other during the engagement. The receiving party will:
- Use the information only for purposes of the engagement
- Protect the information with the same care it uses for its own confidential information, and no less than reasonable care
- Disclose the information only to its personnel and contractors who need it and are bound by similar confidentiality obligations
- Return or destroy the information on request after the engagement ends
These confidentiality obligations survive termination of the engagement for a period of three (3) years.
7. Warranties and disclaimers
We warrant that the services will be performed in a professional and workmanlike manner consistent with industry standards. We do not warrant any specific outcome, ranking improvement, revenue increase, or other business result, because such outcomes depend on factors outside our control.
To the maximum extent permitted by law, the Sites and all services are provided "as is" without other warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Limitation of liability
To the maximum extent permitted by law:
- Neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, goodwill, or data
- Each party's aggregate liability for any claim arising from or related to an engagement is capped at the fees actually paid under the SOW giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim
These limitations do not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality obligations.
9. Indemnification
Each party will indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, and reasonable costs (including legal fees) arising from the indemnifying party's gross negligence, willful misconduct, or breach of these Terms.
The indemnified party must give prompt notice of any claim, give the indemnifying party control of the defense and settlement (subject to reasonable consent), and cooperate at the indemnifying party's expense.
10. Termination
Either party may terminate an engagement for material breach by the other party if the breach is not cured within thirty (30) days of written notice. Either party may terminate the engagement for convenience on the notice period set out in the SOW (typically thirty days).
On termination:
- You will pay for all services rendered and expenses incurred up to the termination date
- We will deliver work in progress in its then-current state
- Confidentiality obligations and any other provisions that by their nature should survive will survive
11. Governing law
These Terms and any engagement are governed by the laws of the jurisdiction set out in the SOW. If the SOW does not specify a jurisdiction, these Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles.
The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware for any disputes arising from or related to these Terms or any engagement.
12. Contact & changes
We may update these Terms from time to time. The "Last updated" date at the top of this page indicates when the Terms were last revised. We will notify you of material changes by posting a notice on the Sites or, where appropriate, by email.
If you have questions about these Terms, contact us at [email protected] or by mail at our business address. Your continued use of the Sites or our services after a change to these Terms constitutes your acceptance of the revised Terms.