InvoiceNET® ERP - Terms of Use

Version 2.

These terms govern the use of the InvoiceNET® ERP software and services provided by C-LAND INFOSOFT PVT. LTD. ("C-Land", "we", "us") - whether the software runs on our cloud (SaaS) or on your own servers (on-premises). By accepting them you confirm that you are authorised to accept on behalf of the firm that holds this licence ("you"), and that they apply to every user your firm signs in.

Where you and we have signed a separate licence, service or hosting agreement, that agreement prevails over anything below that conflicts with it.

1. Your licence

InvoiceNET® ERP is licensed, not sold. Your licence entitles the firm it was issued to, to use the software with the modules, users and companies your subscription covers, for as long as the subscription stands. The licence is identified by its product serial number, and everything recorded against that serial - entitlements, acceptances, activations - belongs to your firm.

The licence is personal to your firm and may not be transferred, sub-licensed, rented, resold or shared without our written consent.
Each login is personal to the individual it was issued to. Everything done under a login is treated as done by that person on your behalf; close a login the day a member of staff leaves.
You will not copy the software except for backup, decompile it, reverse engineer it, derive its source, work around its licensing, or use it to build or assist a competing product.
You will not use the software for anything unlawful, or to store or process data you have no right to hold.

2. Cloud (SaaS) and on-premises - which terms apply to you

InvoiceNET® ERP is supplied in two ways, and several sections below differ between them. Your licence record and your agreement with us say which model you are on; where you run both (for example a cloud portal against an on-premises ERP), each part follows its own model.

CLOUD / SaaS. We host the application and its databases on infrastructure we manage, and you reach it over the internet. We are responsible for the platform: the servers, the database service, its security patching, and the backups described in section 5. You are responsible for your users, their passwords, and the accuracy of your data.

ON-PREMISES. The software and its SQL Server databases are installed on servers YOU own or rent, under your administration. We are responsible for the software itself; you are responsible for the servers, the operating system, the database service, network security, physical security, access to the machines, and the backups described in section 5. Remote support access we are given is used only for support, and only while it is needed.

3. Your data and your databases

YOUR BUSINESS DATA BELONGS TO YOU - every account, voucher, product, employee and report row, whichever model you are on. Nothing in these terms gives us ownership of, or any right to exploit, your data.

On the cloud, we hold your databases as custodian only. We access their content solely to provide, support and secure the service, and as described in the Privacy Statement. We do not sell your data, mine it for advertising, or share it with anyone who is not needed to deliver the service.
On-premises, your databases never leave your custody. Copies we receive for support (a backup sent to reproduce a fault) are used only for that purpose, kept only as long as the support case is open, and then deleted.
DATA PORTABILITY: your data is stored in Microsoft SQL Server databases in a documented structure. On the cloud you may request a full backup of your databases at any time, and we will supply it within 5 days; on-premises you already hold them. On termination, see section 8.
You are responsible for the LAWFULNESS and accuracy of the data your users enter - including that you have the right to hold the personal data of your customers, suppliers and employees that you process through the software.

4. Data security

ON THE CLOUD, we protect the platform with, at minimum: encrypted transport (HTTPS/TLS) between your browser and the service, encrypted storage of passwords, firewalled database servers not reachable from the public internet, access to production systems restricted to named C-Land staff who need it, and security patching of the operating system and database service. We will tell you without undue delay if we become aware of a breach of security affecting your data.

ON-PREMISES, the same classes of control are YOURS to provide: who can reach the server, how the database is protected, whether the network is firewalled, and how the premises are secured. We recommend at minimum a firewalled database port, named Windows/SQL accounts per administrator, and disk-level encryption on machines that leave the premises.

ON BOTH MODELS, application security is shared:

Passwords are stored encrypted and are never sent by e-mail; password resets use single-use expiring links.
One live session per login is enforced; signing in elsewhere signs the earlier session out.
You control what each user may see and do through the software's own roles and permissions - review them periodically.
Keep the software updated: security fixes are delivered as updates, and we cannot patch a version you decline to install.

5. Backup policy

ON THE CLOUD, we back up your databases as follows: a full backup at least once every 24 hours, incremental or log backups at least every 4 hours, retained for 30 days and stored separately from the production servers. Restores are tested periodically. This protects against platform failure; it is not an archive service - if you need point-in-time copies for your own records, request an export (section 3).

ON-PREMISES, BACKUPS ARE YOUR RESPONSIBILITY. This is the single most important operational duty of self-hosting: take regular full and log backups of every InvoiceNET database (including CONCERN and each company database), keep copies off the server that holds the live data, and test a restore periodically. WE ARE NOT LIABLE FOR DATA LOST FOR WANT OF A BACKUP YOU WERE RESPONSIBLE FOR - and in our experience it is the only loss that can never be put right after the fact.

On either model, tell us BEFORE a risky operation (migration, year-end close, server move) and take a fresh backup first; we will say so too whenever a procedure we give you warrants it.

6. Service availability, maintenance and support

ON THE CLOUD, we aim to keep the service available 99.5% of the time measured monthly, excluding planned maintenance. Planned maintenance is announced in advance and placed outside normal Indian business hours where possible. The service depends on infrastructure and networks partly outside our control, so availability targets are a genuine aim, not a warranty, unless a signed service agreement says otherwise.

ON-PREMISES, availability of the servers is yours; our responsibility is the software running on them.

SUPPORT on both models is provided during 09:30 to 18:30 IST, Monday to Saturday, excluding public holidays through e-mail and telephone. Support covers the software's behaviour and use; it does not cover your network, hardware or operating system, data entry or correction work, or training beyond what your agreement includes - those are available as chargeable services.

Support may involve viewing your data with your consent given at the time (a screen share, or a login you provide) and, on the cloud, reading what is necessary to diagnose the fault.

7. Subscription and payment

Use of the software depends on the subscription being paid up to date. Module entitlements, user counts and company counts are those recorded against your licence serial; adding any of them is a change to the subscription.

Where a subscription lapses we may, after 15 days notice, suspend access - on the cloud by suspending the service, on-premises by the licence refusing sign-in. YOUR DATA IS NOT DELETED BY A SUSPENSION: on the cloud we retain it as in section 8; on-premises it is on your servers and untouched. Access resumes when the subscription is put right.

Prices exclude GST and other taxes, which are charged in addition at the rate in force on the date of supply.

8. Ending the subscription, and getting your data out

You may end the subscription as your agreement provides. We may end it on notice where you are in material breach and do not put it right within 30 days of written notice, or where required by law.

WHEN A CLOUD SUBSCRIPTION ENDS: for 60 days after the end date we keep your databases and will supply a full backup on request, free of charge, once. After that period we delete your data from production and, in the ordinary cycle, from backups. Tell us in writing if you want deletion sooner.

WHEN AN ON-PREMISES SUBSCRIPTION ENDS: your data is already in your custody and stays there. The software stops accepting sign-ins when the licence lapses; your databases remain readable by any SQL Server tooling.

Sections that by their nature survive - data ownership, confidentiality, liability, governing law - survive the end of the subscription.

9. Updates and changes to the software

We improve the software continually. On the cloud, updates are applied by us and announced where they change how a screen behaves. On-premises, updates are made available to you and installing them is part of keeping your system supported - we support the current version and the two releases before it.

An update never removes data. Where an update changes the database structure, the update performs the migration itself and we tell you beforehand when a step needs your administrator.

We may retire a feature that has a better replacement, with reasonable notice. We will not materially reduce what your subscription covers during a period you have paid for.

10. Third-party services and integrations

The software can be connected to services others provide - payment gateways, SMS and WhatsApp providers, e-mail servers, e-invoice and e-way-bill portals, attendance devices. Those services have their own terms and charges, made between you and their provider; we integrate with them but are not a party to them and are not responsible for their availability or their handling of your data.

Credentials you store for such services (an SMTP password, a gateway key) are stored encrypted and used only to operate the integration you configured.

11. Confidentiality

Each of us will keep the other's confidential information confidential: yours includes your business data and anything we learn of your affairs in support; ours includes the software's internals, licence keys, pricing and documentation not publicly available. Neither of us will use the other's confidential information except to perform under these terms, and each will disclose it only to people who need it and are bound to keep it, or where the law compels disclosure.

12. Liability, and general terms

THE LIMIT OF WHAT WE ARE LIABLE FOR. We supply the software and services with reasonable skill and care. We are not liable for loss of profit, loss of business, loss of anticipated savings, or any indirect or consequential loss; nor for data lost for want of a backup that section 5 places with you. Our total liability arising out of the service in any twelve months is limited to the subscription paid for those twelve months. Nothing in these terms excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.

MATTERS OUTSIDE OUR CONTROL. Neither of us is liable for failure or delay caused by something beyond reasonable control - power or telecommunications failure, hosting-provider failure, epidemic, civil disruption, or the acts of public authorities. If such an event continues for more than 60 days either of us may end the affected service on notice.

CHANGES TO THESE TERMS. We may change these terms. A changed version is published and the licence holder is asked to accept it at the next sign-in; where the change is material we give 30 days notice. If you do not accept a new version, contact us - continued use of the software is subject to the current terms.

ASSIGNMENT. You may not transfer your rights without our written consent; we may transfer ours to a company that takes over the relevant part of our business.

IF PART OF THIS IS UNENFORCEABLE, the rest continues to apply. If we do not insist on something we are entitled to, we do not give up the right to insist later.

GOVERNING LAW. These terms are governed by the laws of India, and the courts at Palakkad, Kerala have exclusive jurisdiction.

CONTACT. Questions about these terms go to C-LAND INFOSOFT PVT. LTD., Sulthanpet, Palakkad, Kerala-678001, support@cland.co.in, +91 99461 08614. About C-Land: https://www.cland.co.in