A. TERMS OF SERVICE
Thank you for selecting Margin ERP (“Services”). These Terms of Service (“Agreement”) is a legal agreement between the User (a single person, legal entity or its authorized representative), identified in the registration process provided as part of the registration process (“User”, “Customer”, or “you”), and Margin Solutions Ltd (“Margin”, “we”, “our”, or “us”). Please read the Agreement thoroughly.
By using the services you agree to this Agreement. If you do not agree to the terms of the agreement, you are not granted any rights whatsoever in the Services.
- Margin ERP is an online solution that offers multiple features and products (“Services”) both on a standalone basis as well as in a combination, for businesses to carry out accounting and business related tasks through an online account. Each Margin ERP Account can only be used to support one business. Our Services consist of all the services we provide now or in the future, including our online and mobile accounting, financial and business products.
- We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services. For material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website (https://marginerp.com) or to the Account Administrator’s (as defined below) email address.
- We may also modify the amount of online storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services during a given period of time.
- In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications.
- You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to any such changes.
- From time to time, we may, at our sole discretion, include new and/ or updated beta features (“Beta Features”) in the Services for your use (additional fees may apply). You understand and agree that your use of the Beta Features is voluntary and we are not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption, or loss of data and/ or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.
- You may also request for customizations of certain features specific to your account. Such customizations may contain errors or inaccuracies that could cause failures, corruption, or loss of data and/ or information. You acknowledge and agree that all use of the customized features is at your sole risk.
- Use of the Services may be available through a compatible mobile device, internet access and may require a software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. We make no warranties or representations of any kind, express, statutory or implied as to:
- The availability of telecommunication services from your provider and access to the services at any time or from any location;
- Any loss, damage or security intrusion of the telecommunication services; and
- Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.
ACCOUNT ADMINISTRATOR AND USERS
- When you register to use our Services and accept these terms you become an Account Administrator (“Administrator”), If you’re the Administrator, you’re the one responsible for paying for the subscription.
- As an Administrator you can invite other users (“invited user”) into your Margin ERP account to use the Services that you have subscribed for. Subject to the permissions assigned by the account administrator, an invited user can also invite other users to use your Margin ERP account. All invited user you invite must also accept these terms to use our services.
- If you are an invited user, you acknowledge and agree that in order to provide you with access to and use Margin ERP, we may provide your access information and account data to the current account administrator for your Margin ERP account and to the replacement administrator for your account. Any other person you identified as an authorized user of Margin ERP may also have access to the account data subject to the access permissions you or the account administrator assigned to them.
D. RIGHTS AND RESTRICTIONS FOR USING THE SERVICES
- Margin Solutions Ltd owns everything available in the Services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, we grant to you a personal, limited, nonexclusive, non-transferable right and license to use the Services.
- You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulations or this Agreement, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Margin Solutions Ltd or could subject Margin Solutions Ltd to liability to third parties. You agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
- Decompile, disassemble, or reverse engineer the Services.
- Make the Services available on any file-sharing or application hosting service.
- Engage in unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting
- Viewing or other use of any Content that, in our opinion, is prohibited under this Agreement
- Engage in any other activity that places Margin Solutions Ltd in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction;
- Attempting to probe, scan, penetrate or test the vulnerability of Margin ERP system or network or to breach Margin ERP’s security or authentication measures, whether by passive or intrusive techniques.
- We reserve the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.
- Content includes any data, information, materials, text, graphics, images, music, software, audio, video, works of authorship of any kind, that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services (“Content”), which will include without limitation any Content that account holders (including you) provide through your use of the Services. By making your Content available through your use of the Services, you grant Margin a worldwide, royalty-free, non-exclusive license to host and use your Content. Archive your Content frequently. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Margin is not responsible for any of your Content that you submit through the Services.
- We may, but have no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect Margin or its customers, or operate the Services properly. We, in our sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
- We own everything put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
- The use of the Services requires you to pay a subscription fee, as offered by us and agreed by you or your agent. The subscription fee is based on the service type and plan selected by you at the time of registration or at any time after registration. Our subscription fee will be billed to you on a monthly, quarterly, or semi-annual (“billing cycle”) basis. If you decide to change the service type and plan in between a billing cycle the new price will only be applied to the remainder of the billing period.
- At the time of registration we may offer you a free trial for a maximum of 30 days (“Trial Period”) to use the Services. You must decide to purchase a license to the Service, at the agreed price for your Margin ERP account, within the Trial Period. If you do not purchase a license to the Services by the end of the Trial Period, your information may no longer be available to you. If you decide not to purchase the license to Margin ERP, you will not be able to access or retrieve any of information or data you added or created with the Services during the trial period.
- Our price may vary by region as set out in the pricing page or the offer details for customized plans. We may update or amend our price from time to time. Any changes to the pricing will not apply retrospectively. If we make any changes to our prices and you are a subscriber, we will provide you with reasonable notice through an email to the account administrator’s email address.
- You’re responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies, unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.
- In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made.
- Payment of the subscription fee must be paid by a valid credit or debit card or a direct bank wire transfer to a bank account identified in the invoice issued by us.
- To help protect our services and your data, we have invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we have taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.
- We may introduce security features to make your account more secure, such as multi-factor authentication. Depending on where you are in the world or what services you’re using, we may require you to adopt some of these features. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
- You are responsible for securely managing your password(s) for the Services and to contact us if you become aware of any unauthorised access to your account. You also agree not to use free-form fields in any of our systems or services to store personal data (unless it’s a field explicitly asking for personal data – like a first name or a last name), credit card details, tax identifiers or bank account details.
H. MAINTENANCE, DOWNTIME AND DATA LOSS
- We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it. You also may have occasional access issues and may experience data loss, so backing up your data is important.
- Access issues: You know how the internet works – occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
- Data loss: Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services.
- No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
I. CONFIDENTIALITY AND PRIVACY
- We take reasonable precautions to protect your confidential information and expect that you’ll do the same for ours.
- While using our services, you may share confidential or proprietary technical and business information and materials (“Confidential Information”) with us, and you may become aware of Confidential Information about Margin and its Services. Each of us, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this agreement. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.
- We may use our customer’s name publically to identify it as a customer in connection with specific Services or otherwise, solely for the purpose of promotion. You may request us not to use your name by sending us an email at email@example.com.
- Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
J. DISCLAIMER OF WARRANTIES
- Your use of the Services, software, and content is entirely at your own risk. except as described in this agreement, the services are provided “as is.” to the maximum extent permitted by applicable law, Margin Solutions Ltd, its affiliates, and its and their third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality of content in or linked to the services. Margin Solutions Ltd and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.
- Margin Solutions Ltd, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.
K. LIMITATION OF LIABILITY AND INDEMNITY.
- To the maximum extent permitted by applicable law, the entire liability of Margin Solutions Ltd, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the three (3) months prior to such claim. Subject to applicable law, Margin Solutions Ltd, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, exemplary, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Margin ERP systems requirements. The above limitations apply even if Margin Solutions Ltd and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Margin Solutions Ltd, its affiliates and your exclusive remedy with respect to the services and its use.
- You agree to indemnify and hold Margin Solutions Ltd and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Margin Solutions Ltd reserves the right, in its sole discretion and at its own expense, to assume the exclusive defence and control of any Claims. You agree to reasonably cooperate as requested by Margin Solutions Ltd in the defence of any Claims.
L. TERM AND TERMINATION.
- We may, at our sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable Margin Solutions Ltd.’s policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with our interests or those of another user of the Services. Upon our notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect our rights to any payments due to us. Margin ERP may terminate a free account at any time.
- You can easily terminate your subscription with one month’s written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately.
- Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing one month’s written notice in advance. You’ll still need to pay all relevant subscription fees up to and including the day of termination. For more information, including on how to terminate your subscription send an email to firstname.lastname@example.org.
- Termination by us: We may choose to terminate your subscription at any time by providing you with one month’s written notice in advance. We may also terminate or suspend your subscription or access to all or any data immediately if:
- you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
- you breach any of these terms and the breach cannot be remedied,
- you fail to pay subscription fees, or
- you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
- No refunds: No refund is due to you if you terminate your subscription or we terminate it in accordance with these terms.
- Retention of your data: Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.
M. GOVERNING LAW AND JURISDICTION.
- This Agreement will be governed by the laws of United Kingdom, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Margin Solutions Ltd or its Suppliers’ intellectual property rights may cause Margin Solutions Ltd irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Margin Solutions Ltd shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Margin Solutions Ltd.’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the UK and you agree that you will procure that any third party making a claim against Margin Solutions Ltd arising out of this Agreement shall bring such claim exclusively in the courts of the UK and subject to the limitations and exclusions of liabilities provided for in this Agreement.
- Margin Solutions Ltd does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Margin Solutions Ltd prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.
- Dispute resolution: Most of your concerns can be resolved quickly and to everyone’s satisfaction by contacting our support team. If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
- This Agreement is the entire agreement between you and Margin Solutions Ltd regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable.
- The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) does not apply to this Agreement.
- No Professional Advice: Unless specifically included with the Services, we are not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance. We may however, provide you with information we think might be useful in performing your financial and business tasks on Margin ERP, but this should not be seen as a substitute for professional advice and we are not liable for your use of the information in that way.
- Communications: We may be required by law to send you communications about the Services or third party products. You agree that we may send these communications to you via email or by posting them on our websites. We may also offer you, other services, products, or promotions by Margin Solutions Ltd and its affiliates and partners. Additional terms and conditions and fees may apply. Any notice you send to Margin Solutions Ltd must be sent to email@example.com. Any notices we send to you will be sent to the email address of the Account Administrator.
- Public Forums and Social media: Our Services may include a community forum(s) or other social features to exchange Content and information with other users of the Services and the public. We do not support and are not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which we are not responsible.
- Feedback and Suggestions: You agree that we may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Margin Solutions Ltd a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to us in any way.
- Force Majeure Event: Margin Solutions Ltd shall not be deemed in breach of this Agreement if we are unable to provide the Services or any portion thereof by reason of fire, earthquake, labour dispute, act of God or public enemy, death, illness or incapacity of Margin Solutions Ltd or any local, provincial, national or international law, governmental order or regulation or any other event beyond our control (collectively, “Force Majeure Event”).
- Assignment: You may not assign or transfer this Agreement to anyone without our written approval. However, we may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by Margin Solutions Ltd or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact us via an email to: firstname.lastname@example.org.
- Blocking your access, disabling your subscription, or refusing to process a payment: As our sites are global, different laws may apply in different countries that restrict our relationship with you. We may block your access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a risk – like a potential breach of a law or regulation – associated with you, your company, your subscription, or a payment. Examples of where we might do this include transactions where the payment is from a sanctioned person or country; or where we reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by us or our customers or partners. You promise that you’re not located in a sanctioned country and are not on a sanctioned persons list. We may also block users from a country if we can’t receive payments from that country. You should check what payment methods are available in your country for making payments. We may take any of these actions without notice.
- Independent Service Provider: Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user. We may assign these terms – or any of our rights or obligations in these terms – to another Margin Solutions Ltd.’s affiliate entity as it deems appropriate.
- Language: Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through the Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.