Terms of Use – Powersoft

Terms of Use are intended to explain our obligations as a service provider and your obligations as a customer. These Terms were last updated on 01 Jan 2016 and the changes will be effective immediately.

1. Definitions

“Additional User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Agreement” means these Terms of Use.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data/information entered by You or with Your authority into the software.
“Fee Schedule” means the information relating to subscriptions and billing agreed with you upon sign up which may change from time to time.
“Company” means Powersofta company registered with the Pakistan Security Exchange Commission.
“Intellectual Property Right” means any patent, trade mark, service 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.
“Service” means the online/offline software services made available to you on-cloud/on-prem, which may be changed or updated from time to time.
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Subscription Fee” means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
“You” means the Subscriber, and where the context permits, an Additional User. “Your” has a corresponding meaning.
“Website” means the Internet sites at the domain www.powersoft.com.pk.

2. Use of Software

Powersoft grants You the right to access and use the Service with the particular user roles available to You according to Your subscription type. 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 Subscriber and the Additional Users, or any other applicable laws:
the Subscriber determines who is an Additional User and what level of access rights that Additional User has;
the Subscriber is responsible for all Additional Users’ use of the Service;
the Subscriber controls each Additional User’s access to Service at all times and can revoke or change an Additional User’s access, at any time and for any reason, in which case that person will cease to be an Additional User or shall have that different access rights, as the case may be;
if there is any dispute between a Subscriber and an Additional User regarding access to the Service, the Subscriber shall decide what access to the Service that Additional User shall have, if any.
Powersoft reserves the right to revise, update, or modify the Services/Software, including your access to them, without any conditions. We will make reasonable efforts to provide you with notice of material changes either by posting them on the website or sending an email to the registered Administrator’s email address. This information will be obtained from the system within a reasonable period before the notification is communicated.

3. Your Obligations
3.1. Payment obligations

An invoice for the Subscription Fee will be issued in accordance with the details set out in the Fee Schedule. Powersoft will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All invoices will be sent to You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule.
You are responsible for payment of all taxes and duties in addition to the Subscription Fee.

3.2. Preferential pricing or discounts

You may from time to time be offered preferential pricing or discounts for the Subscription Fees, Powersoft reserves the right to terminate such preferential pricing or discounts.

3.3. General obligations

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Powersoft or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services 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 services are provided comply with and accept all terms of this Agreement that apply to You.

3.4. Access conditions

You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Powersoft of any unauthorized use of Your passwords or any other breach of security and You must reset Your password and keep it confidential.
As a condition of these Terms, when accessing and using the Services, You must:
not attempt to undermine the security or integrity of Service or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
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 Services are hosted;
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
not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.5. Usage Limitations

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against the Service application programming interface. Any such limitations will be advised.

3.6. Indemnity

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

4. Confidentiality and Privacy
4.1. Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:
1.1. 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.
1.2. Each party’s obligations under this clause will survive termination of these Terms.
The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
is or becomes public knowledge other than by a breach of this clause;
is received from a third party who lawfully acquired it and who is under no obligation to restrict its disclosure;
is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
is independently developed without access to the Confidential Information.

4.2. Privacy

Powersoft maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.powersoft.com.pk/privacy and You will be taken to have accepted that privacy policy when You accept these Terms.

5. Intellectual Property
5.1. General

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Powersoft (or its licensors).

5.2. 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 Powersoft Subscription Fee when due. You grant Powersoft a licence to use, copy, transmit, store, and back up Your information and Data to enable You to access and use the Services and for any other purpose related to the provision of services to You.

5.3. Backup of Data

You must maintain copies of all Data inputted into the Service. Powersoft adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime but does not make any guarantees that there will be no loss of Data. Powersoft expressly excludes liability for any loss of Data no matter how caused.

5.4. Third-party applications and your Data

If You enable third-party applications for use in conjunction with the Services, You acknowledge that Powersoft 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 Services. Powersoft shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

6. Warranties and Acknowledgements
6.1. Authority

You warrant that where You have registered to use the Service 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 Service 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.

6.2. Acknowledgement
You acknowledge that:

2.1. You are authorized to use the Services and the Website and 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 Service. 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 Services (whether that information and Data is Your own or that of anyone else).
2.2. Powersoft 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 Services 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:
- You are responsible for ensuring that You have the right to do so.
- You are responsible for authorizing any person who is given access to information or Data, and you agree that Powersoft 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
  You will indemnify Powersoft against any claims or loss relating to:
  Powersoft’s refusal to provide any person access to Your information or Data in accordance with these Terms,
  Powersoft’s making available information or Data to any person with Your authorization.
2.3. The provision of, access to, and use of, the Services is on an “as is” basis and at Your own risk.
2.4. Powersoft does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Powersoft is not in any way responsible for any such interference or prevention of Your access or use of the Services.
2.5. Powersoft is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
2.6. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
2.7. 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).

6.3. No warranties

Powersoft gives no warranty about the Services. Without limiting the foregoing, Powersoft does not warrant that the Services 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.

6.4. Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Services 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 Services, the Website or these Terms.

7. Limitation of Liability

To the maximum extent permitted by law, Powersoft 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 Service or Website.
If You suffer loss or damage as a result of Powersoft’s negligence or failure to comply with these Terms, any claim by You against Powersoft arising from Powersoft’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8. Termination
8.1. Trial policy

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed first time for the Services after the end of trial period, in accordance with the detail set out in the Fee Schedule. If You choose not to continue using the Services, You should inform us to delete Your Account from the Website and Services.

8.2. Prepaid Subscriptions

Powersoft will not provide any refund for any remaining prepaid period for a prepaid Subscription Fee.

8.3. No-fault termination

These Terms will continue for the period covered by the Subscription Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Subscription Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s advance written notice, You shall be liable to pay all relevant Subscription Fees up to and including the day of termination of these Terms.

8.4. Breach
If You:

breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
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 Subscription Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
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,
Powersoft may take any or all of the following actions, at its sole discretion:
Terminate this Agreement and Your use of the Services and the Website;
Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
Suspend or terminate access to all or any Data.
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 for Subscription Fees due in relation to any of Your Account (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Powersoft may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.

8.5. Accrued Rights

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:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
immediately cease to use the Services and the Website.

8.6. Expiry or termination

Clauses 3.1, 3.6, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

9. Help Desk
9.1. Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Powersoft. If You still need technical help, please check the support provided online by Powersoft on the Website or failing that email us at support@pwoersoft.com.pk.

9.2. Service availability

Whilst Powersoft intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason Powersoft has to interrupt the Services for longer periods than Powersoft would normally expect, Powersoft will use reasonable endeavours to publish in advance details of such activity on the Website.

10. General
10.1. Entire agreement

These Terms, together with the Powersoft Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Powersoft relating to the Services and the other matters dealt with in these Terms.

10.2. Waiver

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.

10.3. Delays

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.

10.4. No Assignment

You may not assign or transfer any rights to any other person without Powersoft’s prior written consent.

10.5. Governing law and jurisdiction

In all situations, this Agreement is governed by the laws of Pakistan and You hereby submit to the exclusive jurisdiction of the courts of Pakistan for all disputes arising out of or in connection with this Agreement.

10.6. 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.

10.7. Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Powersoft must be sent to info@powersoft.com.pkor to any other email address notified by email to You by Powersoft. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

10.8. 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.

10.9. Amendments

Powersoft reserves the right to change these terms at any time, effective upon the posting of modified terms and Powersoft will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agreed to the most recent terms available on the Website.

10.10. Acceptance

These Terms are binding on any use of the Service and apply to You from the time that Powersoft provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

Addendum

11. General

11.01 We reserve the right to modify the amount of storage space available to you through the Services and limit the number of times you can access the Services within a given period. In certain cases, such as ensuring system security or complying with laws or regulations, we may need to make immediate modifications to the Services and will inform the Administrator within a reasonable time frame
11.02 If you do not agree with any changes to the Services, Software or terms and conditions, you may choose to discontinue using them. Your continued use of the Services after any changes will indicate your acceptance and agreement to the modifications.
11.03 We may need to communicate with you regarding the Services or products or third-party products, as required by law. By using the Services, you consent to us contacting you via email, SMS, WhatsApp, phone call, or by posting notices on our websites. It is your responsibility to keep your contact information up-to-date and accurate.
11.04 We do not provide financial, accounting, tax, legal, healthcare, real estate, or other professional services or advice. We strongly recommend consulting the services of a competent professional when you require this type of assistance.
11.05 If your subscription payment is overdue, your access to your account will be terminated. After six months from the expiry date, we will not be responsible for the data.
11.06 A fair usage policy is applied throughout the application, including the addition of products or services and accessing the system via API etc.

12 Additional modules cost and change in prices

12.01If you decide to include optional Add-ons with your subscription, you will incur a prorated charge for the remaining duration of your subscription. The cost of these optional Add-ons for the entire period will be integrated into your upcoming invoice, which will be billed in full. Once an Add-on or module is added, it cannot be undone or reversed. Please be aware that the availability of optional Add-ons may differ based on your subscription plan. A minimum 10% price adjustment is anticipated, subject to local market inflation.