TERMS AND CONDITIONS

Welcome to Idcrex,

By using Idcrex's software, services or web sites ("services") you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the "Terms and Conditions"). We may update the Terms and Conditions in the future. This Terms and Conditions should be read in line with Idcrex's general website Privacy Policy and Disclaimer which is published on www.idcrex.com.

Idcrex, its subsidiaries and affiliated companies, offer Services to you, provided that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of Republic of India or other applicable jurisdiction. You are responsible for maintaining the confidentiality of your account password, and are responsible for all activities that occur under your account. You agree to immediately notify Idcrex of any unauthorized use of your password or account or any other breach of security. Idcrex will not be liable for any loss or damage arising from your failure to keep your password secure.

If You are using the Software for your organization, You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Software and you are authorized to do so.

1. USE OF SOFTWARE
Idcrex Online Accounting grants You the right to access and use the Software via the Website with the particular user roles available to You. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Client or any other applicable laws:
1. the Client determines who is a User and what level of user role access to the relevant entities and Software that client has;
2. the Client is responsible for all Users' use of the Software;
3. the Client controls each User's level of access to the relevant company/entity and Software at all times and can revoke or change any User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Client and an Users regarding access to any organization or Software, the Client shall decide what access or level of access to the relevant Data or Software that User shall have, if any.

2. PAYMENT OBLIGATIONS
An invoice for Idcrex's services will be issued each month or other agreed time intervals. All invoices will include the Access Fee for the preceding period of use. Idcrex Online Accounting will continue invoicing You until the Agreement is terminated.
All invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

3. GENERAL OBLIGATIONS
You must only use the Software and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Idcrex Online Accounting or condition posted on the Website. You may use the Software and Website on behalf of others or in order to provide Softwares to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom Softwares are provided comply with and accept all terms of this Agreement that apply to You.

4. ACCESS CONDITIONS
A. You must ensure that all usernames and passwords required to access the Software are kept secure and confidential. You must immediately notify Idcrex Online Accounting of any unauthorized use of Your passwords or any other breach of security and Idcrex Online Accounting will reset Your password and You must take all other actions that Idcrex Online Accounting reasonably deems necessary to maintain or enhance the security of Idcrex 's computing systems and networks and Your access to the Softwares.
B. As a condition of these Terms, when accessing and using the Softwares, You must:
a. not attempt to undermine the security or integrity of Idcrex Online Accounting's computing systems or networks or, where the Softwares are hosted by a third party, that third party's computing systems and networks;
b. not use, or misuse, the Softwares in any way which may impair the functionality of the Softwares or Website, or other systems used to deliver the Softwares or impair the ability of any other user to use the Softwares or Website;
c. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Softwares are hosted;
d. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
e. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Softwares or to operate the Website except as is strictly necessary to use either of them for normal operation.

5. USAGE LIMITATIONS
Use of the Software may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Idcrex Online Accounts application programming interface. Any such limitations will be specified within the Software.

6. COMMUNICATION CONDITIONS
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Softwares, including (but not limited to): offers of goods or Softwares for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Softwares or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

When You make any communication on the Website, You represent that You are permitted to make such communication. Idcrex Online Accounting is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Softwares. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Idcrex Online Accounting does reserve the right to remove any communication at any time in its sole discretion.

7. INDEMNITY
You indemnify Idcrex Online Accounting against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Idcrex Online Accounting, including (but not limited to) any costs relating to the recovery of any Fees that are due but have not been paid by You.

8. CONFIDENTIALITY
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
i) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
ii) Each party's obligations under this clause will survive termination of these Terms.
iii) The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
(a) is or becomes public knowledge other than by a breach of this clause;
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) is independently developed without access to the Confidential Information.

9. PRIVACY
Idcrex Online Accounting maintains a privacy policy that sets out the parties' obligations in respect of personal information . You should read that policy at www.idcrex.com and You will be taken to have accepted that policy when You accept these Terms.

10. INTELLECTUAL PROPERTY
Title to, and all Intellectual Property Rights in the Softwares, the Website and any documentation relating to the Softwares remain the property of Idcrex.

11. OWNERSHIP OF DATA
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Idcrex Online Accounting Fee when due. You grant Idcrex Online Accounting a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Software and for any other purpose related to provision of Software to You.

12. BACKUP OF DATA
You must maintain copies of all Data inputted into the Software. Idcrex Online Accounting adheres to its best practice policies and procedures to prevent data loss, including a weekly system data back-up, but does not make any guarantees that there will be no loss of Data. Idcrex Online Accounting expressly excludes liability for any loss of Data no matter how caused.

13. THIRD - PARTY APPLICATIONS AND YOUR DATA
If You enable third-party applications for use in conjunction with the Softwares, You acknowledge that Idcrex Online Accounting may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Softwares. Idcrex Online Accounting shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

14. WARRANTIES
You warrant that where You have registered to use the Software on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Software You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Idcrex Online Accounting gives no warranty about the Softwares. Without limiting the foregoing, Idcrex Online Accounting does not warrant that the Softwares will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

15. ACKNOWLEDGEMENTS
You acknowledge that:
1. You are authorized to use the Software to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Software. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Softwares (whether that information and Data is Your own or that of anyone else).
2. Idcrex has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Softwares or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
a. You are responsible for ensuring that You have the right to do so;
b. You are responsible for authorizing any person who is given access to information or Data, and you agree that Idcrex Online Accounting has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
c. You will indemnify Idcrex Online Accounting against any claims or loss relating to:
(i) Idcrex Online Accounting's refusal to provide any person access to Your information or Data in accordance with these Terms,
(ii) Idcrex Online Accounting's making available information or Data to any person with Your authorisation.
3. The provision of, access to, and use of, the Softwares is on an as is basis and at Your own risk.
4. Idcrex Online Accounting does not warrant that the use of the Software will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Software, including public telephone Softwares, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Softwares. Idcrex Online Accounting is not in any way responsible for any such interference or prevention of Your access or use of the Softwares.
5. Idcrex Online Accounting is not Your accountant and use of the Softwares does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
6. It is Your sole responsibility to determine that the Softwares meet the needs of Your business and are suitable for the purposes for which they are used.
7. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

16. CONSUMER GUARANTEES
You warrant and represent that You are acquiring the right to access and use the Softwares for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Softwares, the Website or these Terms.

17. LIMITATION OF LIABILITY
1. To the maximum extent permitted by law, Idcrex Online Accounting excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Software or Website.
2. If You suffer loss or damage as a result of Idcrex Online Accounting's negligence or failure to comply with these Terms, any claim by You against Idcrex Online Accounting arising from Idcrex Online Accounting's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Software, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
IN NO EVENT UNLESS REQUIRED BY APPLICABLE LAW OR AGREED TO IN WRITING WILL BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAM (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY YOU OR THIRD PARTIES OR A FAILURE OF THE PROGRAM TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF SUCH HOLDER OR OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. FORCE MAJEUR
Neither party shall be liable for total or partial failure to perform its obligations in this Agreement during any period in which its performance is prevented or hindered by circumstances beyond its reasonable control. For the avoidance of doubt, strike, lock-out and any other form of action in which a party is directly involved shall be beyond its reasonable control.

19. TERMINATION
In the event that any of the parties wish to terminate this service agreement, a thirty days written notice of intent to terminate must be delivered to the other party.
If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day up to and including the day of termination of these Terms.
If You:
1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

Idcrex Online Accounting may take any or all of the following actions, at its sole discretion:
(a) Terminate this Agreement and Your use of the Softwares and the Website;
(b) Suspend for any definite or indefinite period of time, Your use of the Softwares and the Website;
(c) Suspend or terminate access to all or any Data.
(d) Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice or Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations is not made in full by the relevant due date, Idcrex Online Accounting may: suspend or terminate Your use of the Software, the authority for all or any of Your Organizations to use the Software, or Your rights of access to all or any Data.

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
(a) remain liable for any accrued charges and amounts which become due for payment before or after termination; and
(b) immediately cease to use the Softwares and the Website.

20. TECHNICAL PROBLEMS
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Idcrex Online Accounting.

21. SOFTWARE AVAILABILITY
Whilst Idcrex Online Accounting intends that the Softwares should be available 24 hours a day, seven days a week, it is possible that on occasions the Softwares or Website may be unavailable to permit maintenance or other development activity to take place. This software is hosted with Reliance Bigrock. Please see their terms and conditions.
If for any reason Idcrex Online Accounting has to interrupt the Softwares for longer periods than Idcrex Online Accounting would normally expect, Idcrex Online Accounting will use reasonable endeavors to publish in advance details of such activity on the Website.

22. GENERAL
These Terms, together with the Idcrex Online Accounting Privacy Policy and the terms of any other notices or instructions given to You under these Terms and Conditions, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Idcrex Online Accounting relating to the Softwares and the other matters dealt with in these Terms.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Idcrex Online Accounting's prior written consent.

23. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Republic of India and the competent Courts at Kochi, India shall have sole and exclusive jurisdiction for all matters of disputes arising under this Agreement, to which each of us agrees to submit for these purposes. You hereby submit to the exclusive jurisdiction of the courts of India for all disputes arising out of or in connection with this Agreement.
If a dispute arises between you and Idcrex, parties hereto will use their best efforts to settle amicably all disputes arising out of or in connection with the services provided by Idcrex or the interpretation of the Agreement.

24. SEVERABILITY
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

25. NOTICES
Unless otherwise provided in this agreement, any notice request, consent, demand or other communication given or required to be given hereunder shall be in writing and in the English Language and shall be given by email, fax or by mailing the same by registered air mail or courier.
Notices to Idcrex Online Accounting must be sent to sales@Idcrex.com or to any other email address notified by email to You by Idcrex Online Accounting. Notices to You will be sent to the email address which You provided when setting up Your access to the Software.

26. RIGHTS OF THIRD PARTIES
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.

DEFINITIONS

Software : Means any Software made available (as may be changed or updated from time to time) via internet or other modes.

Website : Means the Internet site at the domain www.idcrex.com or any other site operated by Idcrex.

Client : Means the person who receives any services from Idcrex and, where the context permits, includes any entity on whose behalf that person receives service.

Data : Means any data inputted by You or with Your authority into the Software.

Confidential Information : includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Software but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

Intellectual Property Right : Means any patent, trade mark, Software mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.