Version 1, effective as of  September 4th, 2023

GENERAL

In these Terms and Conditions of Purchase (“Purchase Terms”):

• Affiliate means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of such party; ‘control’ for such purposes means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.
• Billing Agent means an individual or a legal entity appointed by Customer to pay for Customer’s orders on its behalf.
• Customer means an individual or a legal entity purchasing a Product or other software services directly from DMexPro Solutions.
• Individual Consumer means an individual who purchases Products and/or other software services, or is otherwise in a contractual relationship or deals with DMexPro Solutions in relation to Software Products and/or Plugins outside the scope of their trade, business, craft, or profession.

DMexPro means:

• DMexPro Solutions with its registered office at S.F.NO.154/1B, Sreevatsa Square, 7/31A, Mettupalayam Road, Coimbatore, Tamil Nadu, India – 641 034, registered with GSTIN: 33AAKCD4510B1ZB.
• Product means any software program or service made available by DMexPro, unless otherwise expressly stated in these Purchase Terms. The use of Product by Customer is governed by the applicable Terms of Use.
• Plugin means any plugin, extension, or other software designed to work with Product.
• DMexPro Website or Site means any website that is the property of DMexPro Solutions including but not limited to everything hosted under the domains listed at https://www.dmexpro.com.
• Terms of Use mean the terms and conditions of end-user license agreement, subscription terms, terms of service, or other standard customer agreements set forth by DMexPro and applicable to Product or Software services in addition to these Purchase Terms.
• Privacy Policy means the DMexPro Privacy Policy available at https://dmexpro.com/privacy-policy, which may be updated from time to time.
• Personal data means any information relating to an identified or identifiable natural person.
• Customer accepts these Purchase Terms by placing an order for Product or Software service with DMexPro.
• For orders placed online on DMexPro Website, the entity with which Customer is contracting is shown on the Order Checkout page above the “Place Order” button. For orders placed by email, the entity with which Customer is contracting is shown on an invoice issued to Customer by DMexPro.
• Orders placed by Customer with a DMexPro reseller are subject to terms and conditions of purchase set forth by that reseller.

Description of Service

We provide cloud software and applications for businesses, including associated offline and mobile applications (“Service” or “Services”). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

“Data Protection Laws”

all applicable data protection and privacy laws, regulations and guidance including from 25 May 2018 onwards Regulation (EU) 2016/679 (the “General Data Protection Regulation” or “GDPR”), The India Digital Personal Data Protection Act 2023 (DPDPA) and guidance or codes of practice issued by the Information Commissioner from time to time

“Exceptional Circumstances”

Where:

1. We have reason to believe that this contract has been breached or that it is necessary or appropriate to protect us or others or that a criminal offence may have been committed or to respond to claims of breaches of third-party rights;
2. We are required by law or where requested by the police or other appropriate authorities to take certain steps; or
3. Your account has become the target of a denial of service, hacking, or other malicious activities.

“Regulation”

All applicable laws, statutes, regulations, standards, or codes of conduct, whether or not compulsory.

“Services”

Any services which we supply to you (including the Software).

“Software”

Any Software which we supply or make available to you in connection with the Services.

The Services

We do not promise:

1. That the Services will be uninterrupted, secure, or error-free; or
2. That any Content generated, stored, transmitted, or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all; or
3. That particular results will be achieved or that any results will be accurate or reliable.

You acknowledge that we may have to suspend the Services for repair, maintenance, or improvement. If so, we will use reasonable endeavours to restore them as quickly as is reasonably possible.

We may change or discontinue any part of the Services at any time.

Support

The Services include support only insofar as specified on our website. If so, we will use reasonable endeavours to meet any specified response times and to rectify specified faults or problems but do not guarantee that response times or rectification will be achieved.

We shall not in any event be obliged to supply support:

1. In respect of faults or problems directly or indirectly arising from:
   • Incorrect use of the Services;
   • Products or services not supplied by us; or
   • Any cause external to the Services;
2. Where you are using anything other than the most recent version of any relevant software;
3. Where you or any third party not authorised by us has modified the relevant software or attempted to resolve the problem; or
4. If any fees due to us are unpaid.

Any support which we agree to supply in addition to that covered by the agreement between us shall be charged at our then-current standard rates and such fees shall be payable within 14 days of invoice.

Your Obligations and Promises

1. You promise that you have power and authority to enter into this agreement.
2. You promise that you are at least of the legal age to form a binding contract with us.
3. You must comply with the current technical documentation applicable to the Software and Services as posted and updated from time to time on our website – https://docs.dmexpro.com/. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service as posted and updated from time to time on our website. You must comply with our reasonable instructions, requests and guidelines concerning the Services, including on our website.
4. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content.
5. You promise that all information including contact and payment information (e.g., email and postal addresses, credit card numbers) which you provide in connection with the Services is accurate, complete and not misleading and that you will update it so that it remains so. We rely on this information for various reasons including the transmission of renewal notices and other important information concerning the Services.
6. You must comply with the DMexPro Acceptable Use Policy and bring it to the attention of your authorised users. You acknowledge that this policy may change from time to time and that it is your responsibility to check it frequently.
7. You acknowledge that there is a risk that your content may be irretrievably damaged or lost if there is a fault or on suspension or termination. We may make our own back-ups but we cannot guarantee that we will do so, or if we do, that these will be made with the frequency you require or will successfully recover Your Content. It is therefore your responsibility to make appropriate back-ups of all of Your Content that you wish to save. We are not legally responsible for any loss or damage to Your Content which could have been prevented if you had made your own backups. You have to make a separate request for us to enable the back-up feature.
8. In the case of third-party goods or services which we supply, you undertake to comply with any third-party licenses or end-user agreements which we bring to your attention.
9. You promise that you have sufficient technical knowledge to use and configure our Services.
10. You must ensure that your computers and systems comply with any minimum technical specifications which are specified by us as being necessary in order to use the relevant Services.
11. You bear sole legal and other responsibility for the development, content, operation, maintenance, and use of Your Content. We do not, and are not obliged to, check Your Content (without prejudice to our rights to remove and take other steps in relation to Your Content).
12. You promise that you or your licensors own all right, titles, and interests in and to Your Content and that Your Content will not infringe any third party intellectual or other rights.
13. You must comply with Regulations in relation to the Services including Data Protection Laws.
14. We may access, copy, preserve, disclose, remove, suspend or delete any Content in the event of Exceptional Circumstances concerning that Content or insofar as otherwise permitted under this agreement. If we remove, suspend or delete Your Content, you must not attempt to re-publish or re-send it using our Services.
15. You must observe the storage, CPU, bandwidth and other limitations specified when you ordered. If such limits are exceeded, we are entitled to suspend, end or impose extra charges for some or all of the relevant Services.
16. We may irretrievably delete Your Content if your account has been inactive for six months. You should make a backup of any Content that you wish to keep.

Payment

1. Prices are set out on our website. We may change our prices on giving at least 30 days’ notice by email. The price change takes effect on your next renewal date thereafter.
2. If applicable, our fees are subject to GST which must be in paid in addition at the appropriate rate.
3. You must make all payments without any set-off, counterclaim and/or any other deduction.
4. You must contact us and give us a reasonable opportunity to resolve the issue before making a chargeback.
5. If any amount due to us is unpaid including unjustified chargeback, we may:
   • Charge reasonable additional administration costs; and/or
   • Charge interest (both before and after judgment) on the amount unpaid at the rate for the time being that would be applicable if the debt were a qualifying debt; and/or
   • Suspend our Services; and/or
   • End this agreement.
6. You authorise us to take automated monthly payments whether by charging your credit card, taking payment via PayPal or otherwise.

Right to Cancel (“Cooling Off”)

1. You have the right to cancel this contract within 14 days without giving any reason.
2. The cancellation period will expire after 14 days from the day of the conclusion of the contract.
3. To exercise the right to cancel, you must inform us DMexPro, techsupport@dmexpro.com of your decision to cancel this contract by a clear statement (e.g., a letter sent by post or e-mail). You may use the model cancellation form at the end of this document but it is not obligatory.
4. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.

Effects of Cancellation

1. If you cancel this contract, DMexPro reimburse Policy available at https://dmexpro.com/cancelation-return/, which may be updated from time to time.
2. If you requested us to begin the performance of services during the cancellation period, you shall pay us an amount which is in proportion to what has been performed until you have communicated to us your cancellation of this contract in comparison with the full coverage of the contract.

Security

1. You promise:
   • To keep any login details confidential (and you acknowledge that we may change these at any time for good reason);
   • To take reasonable steps in respect of matters in your control to minimise any risk of security breaches in connection with the Services e.g., by promptly implementing antivirus software and updates and security patches (except to the extent that you subscribe for any of our Services which include such features);
   • To notify us immediately of any actual or suspected security breaches in connection with the Services; and
   • To comply with our reasonable security checks.
2. You acknowledge that you are responsible for all persons who use your password or other log-in details to access the Services, whether authorised or not unless we are at fault.

Privacy

Both parties are bound by Appendix 1 below in relation to any processing of personal data under this agreement. You acknowledge and agree that we may process your personal information in accordance with the terms of our privacy and cookies policy which is subject to change from time to time.

Aggregated or de-identified information. We may aggregate or de-identify your information so that it may no longer be used to identify you and use such information to analyze the effectiveness of our Services, to improve and add features to our Services, to conduct research and for other similar purposes. In addition, from time to time, we may analyze the general behavior and characteristics of users of our Services and share aggregated information like general user statistics with third parties, publish such aggregated information or make such aggregated information generally available. We may collect aggregated information through the Services, through cookies, and through other means described in this Privacy Policy. We will maintain and use de-identified information in anonymous or de-identified form and we will not attempt to reidentify the information, unless required by law.

As noted above, we may use Content you provide us to improve our Services.

Intellectual Property Rights

1. We or our suppliers (including, where applicable, authors of open-source software) retain ownership of all intellectual property rights in any material (including our Content or Software) relating to the development or supply of the Services and to our software. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use such material solely in accordance with this agreement. You may not otherwise retrieve, display, modify, copy, print, sell, download, hire or reverse engineer (unless and to the extent permitted by applicable law) or use such material without our specific prior written consent. You may not transfer any of our Software outside the Services.
2. As between you and us, you or your licensors own all rights, title, and interest in and to Your Content. Except as provided in this clause, we obtain no rights under this agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services. We may disclose Your Content to provide the Services or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
3. All licenses granted to you in this agreement are conditional on your continued compliance with this agreement and will immediately and automatically end if you do not comply with any term or condition of this agreement.

Use of Our Website

1. Any Content which we ourselves make available on our software is intended for very general guidance but we cannot guarantee that it is accurate or up to date. Before acting on such information, you must make your own appropriate enquiries including as to its accuracy and suitability for your purposes and take appropriate professional or other advice. You rely on such information at your own risk.
2. Our website may link to third-party websites which may be of interest to you. We do not recommend or endorse those sites or the products or services which they offer nor are we legally responsible for them as they are outside our reasonable control. You use such third-party sites at your own risk.

Liability and Indemnity

• Nothing in this agreement in any way limits or excludes our liability for negligence causing death or personal injury or for fraudulent misrepresentation or for anything which may not legally be excluded or limited.
• We are not responsible for any loss or damage which results from your failure to comply with this agreement.
• We shall not be liable for any loss or damage caused by us or our employees or agents in circumstances where:
  • There is no breach of a legal duty of care owed to you by us or by any of our employees or agents;
  • Such loss or damage is not reasonably foreseeable (meaning it was not an obvious consequence of our breach or not contemplated by you and us at the time we entered into this contract);
  • Such loss or damage is caused by you, for example by not complying with this agreement; or
  • Such loss or damage relates to a business of yours; and
  • You will liable for any reasonably foreseeable loss or damage we suffer arising from your breach of this agreement or misuse of our Services (subject of course to our obligation to mitigate any losses).

Ending or suspending this agreement

• We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to the suspension or disabling of user accounts should be made to legal@dmexpro.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.
• In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if DMexPro breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.
• We may at any time without refund suspend or end this agreement (as regards some or all of the Services) with or without notice in the event of Exceptional Circumstances and we may decline to reinstate suspended Services unless we have received any assurances from you which (acting reasonably) we consider satisfactory.
• We may end this agreement at any time without cause by giving you notice by email. If so, we will provide a refund in respect of any fees already paid by you which relate to the period after termination.
• The consequences of this agreement ending for any reason are:
  • We will immediately stop supplying, and will terminate access to, the relevant Services;
  • We are entitled to irretrievably delete Your Content after 14 days following termination;
  • All licences granted by us terminate;
  • Any fees due remain payable; and
  • Accrued rights and liabilities will be unaffected.
• The clauses in this agreement which are expressed or intended to survive the termination of this Agreement shall survive.

Confidentiality

• We both agree that during the period of this agreement and for five years thereafter we will not use for any purpose apart from this agreement, or disclose, any Confidential Data received from the other party. “Confidential Data” means Content identified as, or which clearly is intended to be, confidential.
• This clause does not apply to Content which:
  • Enters the public domain other than through breach of this clause;
  • Is or becomes independently known to the receiving party free from any confidentiality restriction;
  • Is required to be disclosed by Regulation or competent authority;
  • Is reasonably disclosed to employees, suppliers or others for the proper performance of the agreement;
  • Is reasonably disclosed to professional advisers; or
  • Which we are otherwise permitted to disclose in accordance with this agreement.
• You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this agreement.

Notices

• We may send any notices in accordance with the most recent contact information which you have provided to us. After the termination of this agreement, we will only send you notices if legally obliged to do so, or if you expressly provide consent to further communication (for example by signing up for our Services again).
• Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or by email (provided that the email has not been returned).

Miscellaneous

• No terms and conditions other than the terms and conditions contained herein shall be binding upon DMexPro unless explicitly accepted by DMexPro in writing and signed by a duly authorized representative of DMexPro. If Customer’s terms and conditions of purchase are different from, or are in addition to, these Purchase Terms, these Purchase Terms shall prevail and Customer’s terms are hereby rejected, unless otherwise explicitly agreed in writing with DMexPro.
• These Purchase Terms are subject to change at any time by DMexPro by posting the updated Purchase Terms on a DMexPro Website.
• Customer declares having had sufficient opportunity to review these Purchase Terms, understood the content of all of their clauses, and sought independent professional legal advice in that respect, before accepting these Purchase Terms. Consequently, any statutory “form contracts” (“adhesion contracts”) regulations shall not be applicable to these Purchase Terms.
• Nothing in this Purchase Terms limits any rights Customer in the position of an Individual Consumer might have under applicable consumer protection laws.
• The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Purchase Terms.
• DMexPro reserves the right (and Customer grants its consent with it) to assign or otherwise transfer the agreement based on these Purchase Terms or any rights or obligations under these Purchase Terms, in whole or in part, without further Customer’s consent to any DMexPro Affiliate. If the foregoing is in breach of applicable consumer laws, Individual Consumers have the right to terminate their contract with DMexPro.

Hosting Location

• The location of the cloud facility from which you are served depends on the mapping of your region/country to the available cloud facilities at the time of your sign-up. We may migrate your account or require you to migrate your account to a different cloud facility in the event of any updates to the region/country to cloud facility mapping at any point of time. You must not mask your internet protocol (IP) address at the time of sign-up since your region/country is determined based on your IP address. If, at any time, your actual region/country is found to be different from the region/country in our records, DMeX may take appropriate action such as migrate your account or require you to migrate your account to the cloud facility corresponding to your region/country, or close your account and deny the Service to you. If you are served from a cloud facility outside your region/country and a DMeX group entity has an office in your region/country, apart from storing the data in the cloud facility assigned to you, we may store a local copy of the data in your region/country.

Data Ownership

• We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant DMeX the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for DMeX commercial, marketing or any similar purpose. But you grant DMeX permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

Personal Data