Terms & Conditions
SUBSCRIPTION AGREEMENT
Terms & Conditions
By enrolling in ABANTE CRM services (the “Services”) offered by NCALD TECHNOLOGIES SRL and its affiliates (collectively,NCALD TECHNOLOGIES SRL) in connection, whether hosted on NCALD TECHNOLOGIES SRL’ Cloud platforms (the “Cloud Platform”) you (the “Customer”) agree to abide by the terms and conditions outlined in this agreement (“Agreement”).
1 Term of the Agreement
The duration of this Agreement (the “Term”) will be specified in writing upon its conclusion, commencing on the conclusion date. It automatically renews for an equal Term, unless either party provides written notice of termination at least 50 days before the Term's end.
2 Definitions
User
Any active user account in the Software with access. Deactivated accounts and those used by external individuals (or systems) with limited access through the portal are not counted as Users.
Module
A “Module” refers to a specialized group of features available for instance installation within the Software.
Bug
Any failure of the system resulting in a complete stop, error traceback, or security breach, not directly caused by a defective installation or configuration, is considered a Bug. Non-compliance with specifications or requirements will be deemed Bugs at ABANTE CRM’s discretion (typically, when the system fails to deliver intended results or performance, or when a country-specific feature no longer complies with legal accounting requirements).
Subscription Plan
A Subscription Plan defines a set of Modules, features and solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.
3 Access to the Software
The Cloud Platform is managed and hosted by NCALD TECHNOLOGIES SRL, allowing remote access for the Customer.
Throughout the duration of this Agreement, NCALD TECHNOLOGIES SRL grants the Customer a non-transferable, non-exclusive license to utilize.
The Customer agrees to undertake all necessary measures to ensure the unaltered execution of the portion of the Software responsible for verifying the validity of the system instance usage and collecting related statistics. This includes but is not limited to, managing an instance, monitoring the number of Users and modules used.
NCALD TECHNOLOGIES SRL pledges not to disclose individual or named figures to external parties without the Customer's consent, and to handle all collected data in accordance with its official Privacy Policy, available at https://abantecrm.com/privacy-policy.
Upon termination or expiration of this Agreement, the license granted herein is immediately revoked, and the Customer must cease using the ABANTE CRM system and the Cloud Platform.
In the event of a breach of the terms outlined in this section, the Customer agrees to pay NCALD TECHNOLOGIES SRL an additional fee equivalent to 300% of the applicable list price for the actual plan subscribed.
4 Services
4.1 Bug Fixing Service
Throughout the duration of this Agreement, NCALD TECHNOLOGIES SRL is committed to making reasonable efforts to fix any Bugs in the system or instances reported by the Customer through the ticket system. These channels typically include the web form or phone numbers provided. NCALD TECHNOLOGIES SRL aims to initiate the resolution process for such Customer submissions within 2 business days.
Once a Bug is rectified, the support department will communicate the appropriate remedy to the Customer.
4.2 Security Updates Service
Self-Hosting
Throughout the duration of this Agreement, NCALD TECHNOLOGIES SRL commits to providing the Customer with a “Security Advisory” in the event of any security-related Bug discovered within the Covered Versions of the system. The Security Advisory will include a comprehensive description of the Bug, its root cause, potential impacts on the Customer’s systems, and the corresponding remedy for each Covered Version.
The Customer acknowledges that during the embargo period prior to public disclosure, both the Bug and the information contained in the Security Advisory must be treated as Confidential Information.
4.3 Upgrade Services
Upgrade Service for the Software
This service, facilitated through an automated platform, enables the Customer to execute unattended upgrades once a previous version of the database has been successfully migrated to a Covered Version.
The Upgrade Service encompasses the technical conversion and adjustment of the Customer’s database to ensure compatibility, rectification of any Bugs directly stemming from the upgrade process.
It is the Customer's responsibility to verify and validate the upgraded database, detect any Bugs, analyze the impact of changes and new features introduced in the Target Version. The Customer may submit multiple upgrade requests for a database until satisfactory results are achieved.
4.4 Cloud Hosting Services
Throughout the term of this Agreement, when the Customer opts for utilizing the Cloud Platform, NCALD TECHNOLOGIES SRL pledges to deliver the following services:
- Grade A SSL (HTTPS) Encryption for secure communication
- Fully automated, validated backups
- Regularly tested Disaster Recovery Plan
4.5 Support Services
Scope
Throughout the term of this Agreement, the Customer has the privilege to raise an unlimited number of support tickets free of charge, exclusively for queries related to Bugs (refer to section 4.1 Bug Fixing Service) or for assistance concerning the use of standard features of the system.
Any other assistance requests, such as inquiries related to development or customizations, may require the purchase of a separate service agreement.
Availability
Tickets can be submitted via the ticket system provided under the customer area or via email.
5 Charges and Fees
5.1 Standard charges
The standard charges for the ABANTE CRM subscription plan and the Services are determined based on the amount of the system’s main key features such as: Users, Clients, Contacts, Contracts, Invoices, Estimates, Credit notes, Proposals, Projects, Tasks, Tickets, Leads, Items and the chosen Subscription Plan by the Customer, as outlined in the Agreement.
During the Term, if the Customer exceeds the specified number of the key features such as: Users, Clients, Contacts, Contracts, Invoices, Estimates, Credit notes, Proposals, Projects, Tasks, Tickets, Leads, Items or utilizes features requiring a different Subscription Plan than initially agreed upon, the Customer agrees to pay an additional fee equal to the applicable list price (at the time of the deviation) for the additional amount features or the necessary Subscription Plan for the remaining Term.
5.2 Renewal charges
Upon renewal, as specified in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the current applicable list price, these charges may increase by up to 5%.
5.3 Taxes
All fees and charges are exclusive of any applicable federal, provincial, state, local, or other governmental taxes, fees, or charges (referred to collectively as “Taxes”). The Customer bears responsibility for paying all Taxes associated with purchases made under this Agreement, except when NCALD TECHNOLOGIES SRL is legally obligated to pay or collect Taxes on behalf of the Customer.
6 Conditions of Services
6.1 Customer Obligations
The Customer agrees to:
- fulfill all applicable charges for the Services outlined in this Agreement, adhering to the specified payment terms upon contract signing;
- promptly inform NCALD TECHNOLOGIES SRL if the actual plan subscribed exceeds the initially agreed-upon amount, and in such cases, remit the additional fee as outlined in section 5.1 Standard charges;
- implement all necessary measures to ensure the unaltered execution of the portion of the Software responsible for validating the ABANTE CRM usage, as detailed in 3 Access to the Software;
- designate 1 dedicated Customer contact person throughout the Agreement's duration;
When Customer utilize the Cloud Platform, they additionally agree to:
- take reasonable measures to maintain the security of their user accounts, including selecting a robust password and refraining from sharing it with others;
- utilize the Hosting Services responsibly, refraining from engaging in any unlawful or abusive activities, and strictly adhering to the guidelines outlined in the Acceptable Use Policy available at xxxxxxxxxxxxx).
6.2 No Soliciting or Hiring
Without written consent from the other party, neither party, its affiliates, nor representatives shall solicit or offer employment to any employee of the other party involved in performing or utilizing the Services under this Agreement. This restriction remains in effect for the duration of the Agreement and for 12 months following its termination or expiration. In the event of a breach leading to the termination of said employee, the breaching party agrees to pay the other party an amount of USD$ 20,000.00 (Twenty thousand dollars).
6.3 Publicity
Unless otherwise specified in writing, each party grants the other a non-transferable, non-exclusive, royalty-free, worldwide license to reproduce and display the other party’s name, logos, and trademarks for the sole purpose of referring to the other party as a customer or supplier, on websites, press releases, and other marketing materials.
6.4 Confidentiality
Definition of “Confidential Information”:
All information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether verbally or in writing, that is marked as confidential or reasonably understood to be confidential based on the nature of the information and the circumstances of disclosure. This includes any information related to the business, operations, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party.
During the Term of this Agreement, the Receiving Party agrees to employ the same level of care to safeguard the confidentiality of the Confidential Information received as it would for its own similar Confidential Information, but not less than reasonable care.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided that the Receiving Party notifies the Disclosing Party in advance of the compelled disclosure, to the extent permitted by law.
6.5 Data Protection
Definitions:
“Personal Data”:
Processing of Personal Data:
The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. NCALD TECHNOLOGIES SRL will process this data when instructed by the Customer, through the use of any Services requiring a database (e.g., the Cloud Hosting Services or the Database Upgrade Service), or if the Customer transfers their database or a portion thereof to ABANTE CRM for any reason related to this Agreement.
This processing will adhere to Data Protection Legislation. Specifically, NCALD TECHNOLOGIES SRL commits to:
(1a) only processing Personal Data as instructed by the Customer and solely for the purpose of performing Services under this Agreement, unless legally mandated, in which case NCALD TECHNOLOGIES SRL will notify the Customer unless prohibited by law;
(2b) ensuring that all authorized personnel within NCALD TECHNOLOGIES SRL processing Personal Data have agreed to maintain confidentiality;
(3c) implementing and maintaining suitable technical and organizational measures to safeguard Personal Data against unauthorized or unlawful processing, accidental loss, destruction, damage, theft, alteration, or disclosure;
(4d) promptly forwarding to the Customer any Data Protection requests received by NCALD TECHNOLOGIES SRL regarding the Customer’s database;
(5e) promptly notifying the Customer upon confirming any accidental, unauthorized, or unlawful processing, disclosure, or access to Personal Data;
(6f) informing the Customer if processing instructions breach applicable Data Protection Legislation, as per NCALD TECHNOLOGIES SRL's opinion;
(7g) providing the Customer with all necessary information to demonstrate compliance with Data Protection Legislation, allowing and reasonably contributing to audits, including inspections, conducted or mandated by the Customer;
(8h) permanently deleting all copies of the Customer’s database in NCALD TECHNOLOGIES SRL's possession or returning such data, at the Customer’s discretion, upon termination of this Agreement, subject to the timeframes specified in NCALD TECHNOLOGIES SRL's Privacy Policy;
Regarding points (4d) to (6f), the Customer agrees to provide NCALD TECHNOLOGIES SRL with accurate contact information at all times, as required to notify the Customer’s Data Protection officer.
Subprocessors:
The Customer acknowledges and agrees that NCALD TECHNOLOGIES SRL may utilize third-party service providers (Subprocessors) to process Personal Data for providing the Services. NCALD TECHNOLOGIES SRL commits to using Subprocessors in compliance with Data Protection Legislation. This usage will be governed by a contract between NCALD TECHNOLOGIES SRL and the Subprocessor, ensuring compliance. NCALD TECHNOLOGIES SRL's Privacy Policy, available at https://abantecrm.com/privacy-policy), contains updated information regarding the names and purposes of Subprocessors employed by NCALD TECHNOLOGIES SRL for Service execution.
6.6 Termination:
In the event of either Party failing to fulfill its obligations as per this Agreement, and if such breach remains unremedied for 30 calendar days after written notice, the non-breaching Party may terminate the Agreement immediately.
Furthermore, NCALD TECHNOLOGIES SRL may terminate the Agreement immediately if the Customer fails to pay applicable Service fees within 10 days following the invoice due date, after a minimum of 3 reminders.
Surviving Provisions:
The sections “6.4 Confidentiality,” “7.2 Disclaimers,” “7.3 Limitation of Liability,” and “8 General Provisions” will endure beyond the termination or expiration of this Agreement.
7 Warranties, Disclaimers, Liability
7.1 Warranties
NCALD TECHNOLOGIES SRL asserts ownership of the copyright or equivalent on the system.
Throughout this Agreement, NCALD TECHNOLOGIES SRL pledges to exert commercially reasonable efforts to execute the Services in line with generally accepted industry standards, provided that:
- the Customer's computing systems are in proper operational condition and.
- the Customer furnishes adequate troubleshooting information and grants any necessary access to NCALD TECHNOLOGIES SRL for identifying, reproducing, and addressing issues;
- all amounts owed to NCALD TECHNOLOGIES SRL have been settled.
The Customer's sole and exclusive recourse and NCALD TECHNOLOGIES SRL's sole obligation for any breach of this warranty is for NCALD TECHNOLOGIES SRL to resume the provision of Services at no extra cost.
7.2 Disclaimers
Except as explicitly provided herein, neither party offers any warranty, whether express, implied, statutory, or otherwise. Each party expressly disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.
NCALD TECHNOLOGIES SRL does not warrant that the Software complies with any local or international laws or regulations.
7.3 Limitation of Liability
To the fullest extent permitted by law, the total liability of each party and its affiliates arising from or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the event giving rise to such claim. This limitation shall not be enlarged by multiple claims.
In no event shall either party or its affiliates be liable for any indirect, special, exemplary, incidental, or consequential damages of any kind, including but not limited to lost revenue, profits, savings, business interruption costs, or lost or corrupted data, regardless of the form of action, whether in contract, tort, or otherwise, even if advised of the possibility of such damages or if the party's or its affiliates' remedy otherwise fails its essential purpose.
7.4 Force Majeure
Neither party shall be held liable to the other for any delay in performance or failure to perform under this Agreement due to force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause beyond the reasonable control of such party as long as such cause exists.
8 General Provisions
8.1 Governing Law
This Agreement and all Customer orders shall be governed by Dominican Republic law. Any dispute arising from or in connection with this Agreement or any Customer order shall be subject to the exclusive jurisdiction of the Nivelles Business Court.
8.2 Severability
Should any provision of this Agreement or its application be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions and applications shall not be affected. Both parties undertake to replace any invalid, illegal, or unenforceable provision with a valid provision having the same effects and objectives.
Return Policies
At ABANTE CRM, we strive to provide our customers with exceptional service and a satisfying experience with our ERP. Below are our return policies to ensure a clear understanding of the terms and conditions.
1. Free Trial Period
All new users are entitled to a 14-day free trial period during which they can explore and use all the functionalities of Systema at no cost. No credit card registration or payment is required during this trial period.
2. Return Requests
2.1. Timeframe for Return Requests:
- Return requests must be made within 48 hours of the payment.
- To be considered, users must complete and submit the return form with all the required information within this 48-hour timeframe.
2.2. Procedure for Return Requests:
- Complete the return form available on our website.
- Ensure that you provide all the requested information, including:
- Transaction number.
- Transaction date.
- Detailed reason for the return request.
- User contact information.
2.3. Review of the Request:
- Once the request is received, our support team will review and evaluate it.
- The response time for return requests is 48 to 72 business hours.
- If approved, the refund will be processed according to Systema's internal policies and procedures.
3. Additional Clauses:
- *Returns Outside the Established Timeframe*: No refunds will be issued for cancellations outside the specified 48-hour timeframe.
- *Trial Period*: Return requests due to dissatisfaction during the 14-day free trial period will not be considered.
- *User Responsibility*: It is the user's responsibility to ensure that all requests and forms are completed and submitted within the specified timeframes.
- *Refund Processing*: Refunds will be issued through the same payment method originally used, unless otherwise agreed with the user.
Contact and Support
For any questions or additional assistance related to the return policies, users can contact our support team through the following channels:
- Email: info@abantecrm.com
These policies are designed to ensure that all ABANTE CRM users receive fair and transparent service. We are committed to working diligently to resolve any concerns and provide a positive experience with our ERP.
Electronic Signature
By clicking "Accept" or by continuing to use our platform, you indicate your acceptance of this consent agreement under the GDPR.