Welcome to madigital.pk, an
online accounting software service designed especially for small and medium
businesses. These 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 23rd
May 2022, effective from the date of update.
Please read them carefully.
1. Definitions
“Additional User” means any
person or entity, other than the Subscriber, that uses the Service with the
authorization 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 un-authorized
disclosure by the other party.
“Data” means any data/information entered by you or with your
authority into the Website.
“Fee Schedule” means the information
relating to subscriptions and billing agreed with you upon sign up which may
change from time to time.
“MA Digital” means MADigital.pk, a
web based service provider, a sole proprietor.
“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
accounting software services made available to you via the Website, 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
site at the domain www.madigital.pk
2. Use of Software
MA Digital grants you the right to access and use the Service via
the Website 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:
1.
the Subscriber determines
who is an Additional User and what level of access rights that Additional User
has;
3. Your Obligations
3.1. Payment obligations
An invoice for the Subscription Fee will be issued each quarter in
accordance with the details set out in the Fee Schedule. MA Digital 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, MA Digital 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 MA Digital 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
a)
You must ensure that all
usernames and passwords required to access the Service are kept secure and
confidential. You must immediately notify MA Digital of any unauthorized use of
your passwords or any other breach of security and you must reset your password
and keep it confidential.
b)
As a condition of these
Terms, when accessing and using the Services, You must:
i) 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.
ii) 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.
iii) 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.
iv) 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
v) 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 Service application programming interface. Any such
limitations will be advised.
3.6. Indemnity
You indemnify MA Digital against: all claims, costs, damage and
loss arising from Your breach of any of these Terms or any obligation You may
have to indemnify MA Digital, 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)
4.1.1. 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.
2)
4.1.2. 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:
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.
4.2. Privacy
MA Digital maintains a privacy policy that sets out the parties’
obligations in respect of personal information. You should read that policy
at www.madigital.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 MA Digital (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 MA Digital Subscription Fee when due. You grant MA Digital a license to
use, copy, transmit, store, and back-up your information and Data for the
purposes of enabling you to access and use the Services and for any other
purpose related to provision of services to you.
5.3. Backup of Data
You must maintain copies of all Data inputted into the Service. MA
Digital adheres to its best practice policies and procedures to prevent data
loss, including a daily system data back-up regime, but does not make any
guarantees that there will be no loss of Data. MA Digital 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 MA Digital 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. MA Digital 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:
6.2.1. 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).
6.2.2. MA Digital 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:
1)
You are responsible for
ensuring that you have the right to do so;
2)
You are responsible for
authorizing any person who is given access to information or Data, and you
agree that MA Digital 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
3)
You will indemnify MA Digital
against any claims or loss relating to:
a)
MA Digital’s refusal to
provide any person access to Your information or Data in accordance with these
Terms,
b)
MA Digital’s making
available information or Data to any person with your authorization.
6.2.3. The provision of, access to, and use of, the Services is on
an “as is” basis and at your own risk.
6.2.4. MA Digital 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. MA Digitalis not in any way responsible for any such interference or
prevention of your access or use of the Services.
6.2.5. MA Digitalis 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.
6.2.6. 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.
6.2.7. 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
MA Digital gives no warranty about the Services. Without limiting
the foregoing, MA Digital 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
1)
To the maximum extent
permitted by law, MA Digital 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.
2)
If you suffer loss or
damage as a result of MA Digital’s negligence or failure to comply with these
Terms, any claim by You against MA Digital arising from MA Digital’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.
3)
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
MA Digital 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
1) If You:
a)
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;
b)
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
c)
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,
2)
MA Digital may take any or
all of the following actions, at its sole discretion:
3)
Terminate this Agreement
and Your use of the Services and the Website;
4)
Suspend for any definite or
indefinite period of time, Your use of the Services and the Website;
5)
Suspend or terminate access
to all or any Data.
6)
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.
7)
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, MA Digital 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:
1)
remain liable for any
accrued charges and amounts which become due for payment before or after
termination; and
2)
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 MA Digital. If you
still need technical help, please check the support provided online by MA Digital
on the Website or failing that email us at info@madigital.com.
9.2. Service availability
Whilst MA Digital 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 MA Digital has to interrupt the Services for
longer periods than MA Digital would normally expect, MA Digital will use
reasonable endeavors to publish in advance details of such activity on the
Website.
10. General
10.1. Entire agreement
These Terms, together with the MA Digital 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 MA Digital 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 MA Digital’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 MA Digital must be sent to info@madigital.pk or
to any other email address notified by email to you by MA Digital. 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
MA Digital reserves the right to change these terms at any time,
effective upon the posting of modified terms and MA Digital 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 agree 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 MA Digital 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.