Terms of Service

These Terms of Service (“Terms”) govern access to and use of the software, applications, websites and related services offered under the Factura Softwares brand.

These Terms constitute a legally binding agreement between you or the organisation on whose behalf you are acting (“Customer”, “you” or “your”) and Factura Softwares (“Factura”, “we”, “us” or “our”), having its principal place of business at 602 C2A, BKM Society, Om Nagar, Andheri East, Mumbai 400099, Maharashtra, India.

Factura's Services are principally intended for business and professional use.

By signing an Order Form, purchasing a subscription, activating a licence, creating an account, installing software, clicking an acceptance button or otherwise accessing or using the Services, you confirm that you have read, understood and agreed to these Terms.

If you are accepting these Terms on behalf of an organisation, you represent that you have authority to bind that organisation.

1. Definitions

“Authorised User” means an individual authorised by the Customer to access the Services.

“Customer Data” means information, documents, files, records and other data submitted to, stored in, generated through or otherwise processed by the Services on behalf of Customer.

“Documentation” means user guides, manuals, specifications, help materials and other documentation made available by Factura.

“Order Form” means a quotation, proposal, subscription order, statement of work, purchase agreement or other document accepted by Factura and Customer identifying applicable Services, fees or commercial terms.

“Services” includes Factura Financials, Factura HRMS and Payroll, Factura CRM, Factura Contract, cloud services, websites, mobile or desktop applications, APIs, integrations, support services, AI-enabled functionality and other products or services supplied by Factura.

“Subscription Term” means the period during which Customer is authorised to use a paid Service.

2. Contract Structure and Order of Precedence

These Terms apply to all Services unless otherwise agreed in writing.

A Customer may also enter into one or more:

• Order Forms;
• enterprise agreements;
• Statements of Work;
• Service Level Agreements;
• Data Processing Addenda; or
• product-specific terms.

If there is a conflict:

1. a signed enterprise agreement or specifically negotiated agreement will prevail;
2. an applicable Data Processing Addendum will prevail with respect to processing of Personal Data;
3. the applicable Order Form will prevail regarding pricing, quantities, subscription period and specifically negotiated commercial terms; and
4. these Terms will apply to all remaining matters.

3. Eligibility and Authority

You may use the Services only if you are legally capable of entering into a binding agreement.

Where you use the Services on behalf of an organisation, you represent and warrant that you are authorised to do so.

The Customer is responsible for ensuring that its Authorised Users comply with these Terms.

The Services are supplied for business and professional purposes only. By using the Services you confirm that you are acting in the course of a business, trade or profession and not as a consumer.

4. Services

Factura provides business software and related services that may include accounting, finance, payroll, HR management, CRM, contract management, workflow, reporting, analytics, automation and AI-enabled functionality.

Features may differ according to:

• product;
• subscription plan;
• edition;
• licence type;
• hosting configuration;
• implementation arrangement; and
• Order Form.

Factura may improve, update, modify or replace features from time to time.

Factura will not materially reduce the core functionality of a paid Service during an existing Subscription Term without reasonable commercial justification, except where necessary for security, law, regulatory requirements, third-party dependency or discontinuation of obsolete technology.

5. Licence and Right to Use

Subject to payment of applicable fees and compliance with these Terms, Factura grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Term to access and use the Services for Customer's internal business purposes.

No ownership interest in the Services is transferred to Customer.

For software licensed for installation on Customer-controlled infrastructure, any applicable licence limits concerning users, entities, installations, servers, devices or locations will be specified in the Order Form or Documentation.

6. Accounts and Authorised Users

Customer is responsible for:

1. maintaining accurate account information;
2. determining which persons are Authorised Users;
3. assigning appropriate permissions;
4. protecting account credentials;
5. promptly removing access for persons who are no longer authorised;
6. maintaining the security of Customer-controlled systems and devices; and
7. activity occurring through Customer's accounts except to the extent directly caused by Factura's breach of its obligations.

Credentials must not be shared between persons except where expressly permitted by the relevant product licence.

Customer must promptly notify Factura of any suspected unauthorised access or security incident involving its account.

7. Acceptable Use and Restrictions

Customer and its Authorised Users must not:

• use the Services unlawfully;
• attempt to gain unauthorised access to Factura systems or another customer's systems;
• interfere with the security, availability or integrity of the Services;
• introduce malware or malicious code;
• use automated means to overload or disrupt the Services;
• circumvent licence, user, usage, security or subscription restrictions;
• reverse engineer, decompile or disassemble the Services except to the limited extent such restriction is prohibited by applicable law;
• copy, modify, distribute, rent, lease, sell or sublicense the Services except as expressly authorised;
• remove proprietary notices;
• use the Services to infringe intellectual-property, privacy or other rights of a third party; or
• use the Services for unlawful, fraudulent, defamatory or malicious activity.

Factura may take reasonable measures to investigate suspected misuse.

8. Customer Data

8.1 Ownership

As between Factura and Customer, Customer retains all right, title and interest in Customer Data.

Factura does not acquire ownership of Customer Data merely because it is processed using the Services.

8.2 Limited Right to Process

Customer grants Factura the limited right to host, copy, transmit, process, back up and otherwise use Customer Data only as reasonably necessary to:

• provide the Services;
• fulfil Customer instructions;
• provide support;
• maintain security;
• prevent fraud or abuse;
• comply with law; and
• perform other activities permitted by the Privacy Policy, applicable Data Processing Addendum or Customer agreement.

8.3 Customer Responsibility

Customer is responsible for:

• legality of Customer Data;
• accuracy of Customer Data;
• obtaining necessary permissions and consents;
• maintaining required privacy notices;
• ensuring the Customer has authority to provide Customer Data to Factura; and
• determining appropriate access rights.

9. Privacy and Data Protection

Factura will process Personal Data in accordance with its Privacy Policy and applicable data-protection law.

Where Factura processes Personal Data solely on behalf of Customer, Customer ordinarily acts as the Data Fiduciary/Data Controller and Factura acts as the Data Processor.

For enterprise Customers, the parties may execute a separate Data Processing Addendum governing processing of Personal Data.

Customer acknowledges that compliance with data-protection, employment and other laws applicable to Customer's collection and use of Personal Data remains Customer's responsibility.

10. Security

Factura will maintain reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration, disclosure or destruction.

Customer acknowledges that no software, network or internet-based system can be guaranteed to be entirely secure.

Customer remains responsible for:

• securing Customer-controlled networks and endpoints;
• implementing appropriate access controls;
• maintaining secure passwords;
• enabling available security controls where appropriate;
• keeping Customer-controlled software current; and
• maintaining any additional backups Customer considers necessary for its business.

11. Accounting, Tax, Payroll and Statutory Compliance

Factura provides software tools to assist Customers with business processes.

The Services are not a substitute for professional accounting, taxation, labour-law, legal, financial or other professional advice.

While Factura may issue updates intended to reflect changes in laws, forms, taxation, payroll calculations, GST, TDS, provident fund, ESIC, and, for Customers in Ghana, PAYE, SSNIT and tier contributions, VAT, NHIL, GETFund and other levies, or other statutory requirements, Customer remains responsible for verifying the accuracy and legal sufficiency of:

• accounts;
• returns;
• filings;
• payroll calculations;
• tax calculations;
• statutory deductions;
• employee payments;
• reports; and
• information submitted to government authorities.

Customer should obtain advice from appropriately qualified professionals where required.

Factura is not responsible for changes, errors, outages or limitations in government systems, banking systems or third-party portals that are outside Factura's reasonable control.

Customer is responsible for compliance with the laws of each country in which it uses the Services.

12. Website Content, Guides and Calculators

Factura's website may provide guides, articles, templates, public-holiday lists and calculators, including PAYE, SSNIT and VAT calculators (“Website Tools”).

Website Tools are provided free of charge for general information only. They are not accounting, tax, payroll, legal or other professional advice and do not create a professional or advisory relationship.

Tax rates, bands, reliefs, thresholds, contribution rates and filing rules change, and Website Tools may not reflect the most recent changes or the circumstances of a particular taxpayer or employer. Results are estimates and should be verified against the current publications of the relevant authority, such as the Ghana Revenue Authority or the Social Security and National Insurance Trust, or with a qualified professional, before being relied upon.

To the maximum extent permitted by law, Factura accepts no liability for any loss arising from reliance on Website Tools or other website content. Information entered into a calculator is used to produce the result and should not include Personal Data that is not required.

13. Third-Party Services and Integrations

The Services may integrate with or permit Customer to connect to third-party products, payment systems, banks, government platforms, communication services, APIs or other external services.

Customer's use of a third-party service is governed by that third party's terms.

Factura is not responsible for third-party services, including their availability, security, accuracy, functionality or changes made by the third-party provider.

Where Customer enables an integration, Customer authorises Factura to exchange information with the relevant service as necessary to provide the integration.

14. AI-Enabled Features

Certain Services may include artificial-intelligence-assisted functionality.

AI-generated content may include summaries, analyses, classifications, recommendations, forecasts or responses generated automatically.

Customer acknowledges that:

1. AI-generated output may be incomplete, inaccurate or unsuitable;
2. similar or identical output may be provided to different users;
3. AI output should not be treated as professional legal, financial, accounting, tax, HR or investment advice;
4. material decisions should not be made solely on AI output without appropriate human review; and
5. Customer remains responsible for decisions made using AI-generated output.

Unless expressly agreed otherwise, Factura will not use Customer's confidential Customer Data to train a general-purpose AI model for unrelated customers.

Where a third-party AI provider is used, relevant information may be processed by that provider in accordance with Factura's Privacy Policy, applicable agreements and security controls.

15. Trials, Demonstrations and Beta Services

Factura may provide free trials, demonstrations, evaluation versions, pilot services, previews or beta functionality.

Unless otherwise agreed:

• they are provided for evaluation purposes;
• features may be incomplete or changed without notice;
• availability and support are not guaranteed;
• they may be discontinued at any time; and
• Customer should not rely on them for production-critical operations.

Customer should export any required information before a trial or evaluation period expires.

16. Fees and Payment

Customer will pay the fees specified in the applicable Order Form or subscription plan.

Unless otherwise stated:

• fees are quoted exclusive of applicable taxes;
• invoices are payable according to their stated payment terms;
• fees for an active Subscription Term are non-cancellable and non-refundable except where required by law or expressly agreed otherwise; and
• Customer is responsible for applicable GST and other taxes, duties or levies, excluding taxes imposed upon Factura's net income.

Customer must provide accurate billing and tax information.

Where withholding is required by applicable law, Customer will provide appropriate withholding or tax-deduction certificates.

Factura may charge reasonable interest on overdue amounts at the rate specified in the Order Form or, if no rate is specified, at 1% per month or the maximum lawful rate, whichever is lower.

Fees are payable in the currency stated in the invoice or Order Form. Customer bears its own bank, remittance and currency-conversion charges.

For Customers outside India, if a deduction or withholding is required by the law of Customer's country, Customer will pay the amount required to the relevant authority, promptly provide Factura with the official receipt or certificate, and cooperate so that Factura can claim any available credit or treaty relief.

17. Resellers and Authorised Partners

Customer may purchase the Services through a reseller, implementation partner or other authorised partner of Factura (“Partner”). In that case pricing, invoicing and payment are governed by Customer's agreement with the Partner, and these Terms govern Customer's use of the Services.

Partners are independent of Factura and are not authorised to modify these Terms or to give any warranty, commitment or representation on Factura's behalf. Factura is not responsible for services supplied by a Partner under the Partner's own agreement with Customer.

Factura may suspend or terminate Services purchased through a Partner where Factura has not received the corresponding fees from the Partner, after giving Customer reasonable notice.

18. Renewal

A subscription will renew only where the applicable Order Form or subscription plan provides for automatic renewal.

Where automatic renewal applies, the subscription will renew for the period specified in the Order Form unless either party gives notice of non-renewal within the period specified there.

Factura may revise pricing for a renewal term upon reasonable prior notice.

19. Suspension

Factura may suspend access to all or part of the Services where reasonably necessary because:

• undisputed fees remain overdue after notice;
• Customer materially breaches these Terms;
• Customer's use creates a material security risk;
• Customer's use is unlawful;
• suspension is required by law or competent authority; or
• continued use threatens the availability or integrity of the Services.

Where reasonably practicable, Factura will provide advance notice and an opportunity to remedy the issue.

Factura will limit a suspension to the scope and duration reasonably necessary.

20. Support, Maintenance and Updates

Support and maintenance entitlements depend on the applicable subscription, licence, Order Form or support agreement.

Factura may release:

• security patches;
• statutory updates;
• bug fixes;
• feature updates; and
• new versions.

Certain new functionality, modules or major versions may require additional fees.

Customer is responsible for installing updates for Customer-hosted deployments where installation is not managed by Factura.

21. Customer Backups and Data Export

For hosted Services, Factura may maintain backups as part of its normal operational procedures.

Backups are intended primarily for system recovery and are not a substitute for Customer's own records-retention or business-continuity obligations.

Customer should periodically export or retain copies of data that is critical to its business where the product supports such export.

In the event of data corruption or loss attributable to the hosted Service, Factura will use commercially reasonable efforts to restore affected information from available backups.

22. Confidentiality

Each party may receive confidential or proprietary information belonging to the other.

“Confidential Information” includes non-public technical, commercial, financial, security and business information and Customer Data.

The receiving party will:

• use Confidential Information only for purposes of the parties' relationship;
• protect it using reasonable care;
• disclose it only to personnel, contractors, affiliates and professional advisers who need to know it and are subject to confidentiality obligations; and
• not disclose it to other persons without authorisation.

Confidential Information does not include information that the receiving party can demonstrate:

• is publicly available without breach;
• was already lawfully known;
• was independently developed without reference to the Confidential Information; or
• was lawfully received from another source without confidentiality restrictions.

A party may disclose Confidential Information where legally compelled, provided it gives prior notice where legally permitted.

Confidentiality obligations survive termination for five years, provided obligations concerning trade secrets and Personal Data continue for so long as such information remains protected under applicable law.

23. Intellectual Property

Factura and its licensors retain all right, title and interest in:

• the Services;
• software;
• source and object code;
• user interface;
• designs;
• workflows;
• algorithms;
• Documentation;
• trademarks;
• logos;
• technology;
• updates; and
• all related intellectual-property rights.

Except for the limited right to use the Services expressly granted in these Terms, no licence or ownership interest is transferred to Customer.

Customer retains ownership of Customer Data and Customer-owned materials.

24. Feedback

Customer may voluntarily provide suggestions, ideas or feedback regarding the Services.

Factura may use such feedback without restriction or payment, provided Factura does not publicly identify Customer as the source without permission.

25. Publicity

Factura will not use Customer's name, trademark or logo in public advertising, case studies or customer lists without Customer's consent, except where Customer has separately authorised such use.

26. Factura Intellectual-Property Indemnity

For paid Services, Factura will defend Customer against a third-party claim alleging that Customer's authorised use of the unmodified Factura Service infringes an Indian copyright, trademark or patent and will pay damages finally awarded against Customer or settlement amounts approved by Factura.

This obligation does not apply to claims arising from:

• Customer Data;
• Customer modifications;
• use contrary to Documentation or these Terms;
• combinations with products not supplied by Factura where the combination causes the claim; or
• continued use after Factura provides a non-infringing replacement or workaround.

Factura may, at its option:

1. obtain the right for Customer to continue using the affected Service;
2. modify or replace the affected Service; or
3. terminate the affected Service and refund prepaid fees attributable to the unused portion of the affected Subscription Term.

This Section states Factura's obligations concerning third-party intellectual-property infringement claims unless otherwise agreed.

27. Customer Indemnity

Customer will indemnify and defend Factura and its officers, employees and representatives against third-party claims arising from:

• unlawful Customer Data;
• Customer's infringement of third-party rights;
• Customer's unlawful use of the Services; or
• Customer's material violation of these Terms,

except to the extent the claim was caused by Factura's breach of these Terms.

28. Warranties

Factura warrants that paid Services will be provided substantially in accordance with applicable Documentation and with reasonable skill and care.

If Customer identifies a material non-conformity, Factura's primary obligation will be to use commercially reasonable efforts to correct it.

Except for express warranties contained in these Terms or an applicable agreement, and to the maximum extent permitted by law, the Services are provided “as is” and “as available.”

Factura does not warrant that:

• the Services will be uninterrupted or error-free;
• every defect will be corrected;
• the Services will meet every individual business requirement;
• all third-party or government systems will remain available; or
• data transmitted over the internet will be completely secure.

Nothing in these Terms excludes any warranty or statutory right that cannot lawfully be excluded.

29. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for:

• loss of profits;
• loss of revenue;
• loss of anticipated savings;
• loss of goodwill;
• loss or corruption of data, other than Factura's restoration obligations stated in these Terms;
• indirect or consequential loss; or
• punitive or exemplary damages,

arising out of or relating to the Services, even where the possibility of such loss was known.

Except for liability that cannot lawfully be limited, Factura's total aggregate liability arising out of or relating to a Service during any twelve-month period will not exceed the fees actually paid by Customer to Factura for the affected Service during the twelve months immediately preceding the event giving rise to the claim.

Where Customer has used only a free Service and has paid no fees, Factura's aggregate liability will not exceed ₹10,000.

The limits above apply to the aggregate of all claims and are not enlarged by the existence of multiple claims or claimants.

The limitations in this Section apply regardless of the legal theory upon which a claim is based.

The exclusions and limits in this Section do not apply to Customer's obligation to pay fees, to Customer's indemnity obligations, or to Customer's breach of the licence restrictions in these Terms.

Nothing in these Terms limits liability to the extent such limitation is prohibited under applicable law, including liability arising from fraud or wilful misconduct where liability cannot lawfully be excluded.

Any different liability allocation contained in a signed enterprise agreement or Order Form will prevail.

30. Term and Termination

These Terms commence when Customer first accepts them or uses the Services and continue while Customer uses any Service.

Either party may terminate an applicable Service:

• as permitted under the relevant Order Form;
• if the other party materially breaches the agreement and fails to cure the breach within 30 days after written notice;
• immediately where the breach is incapable of remedy;
• in the circumstances permitted by applicable insolvency law; or
• where continued performance becomes unlawful.

Termination does not relieve Customer from payment obligations accrued before termination.

31. Effect of Termination and Customer Data

Upon expiry or termination:

• Customer's right to use the terminated Service ends;
• unpaid amounts become payable in accordance with the applicable agreement;
• Customer should export required Customer Data; and
• Factura may delete Customer Data in accordance with the Privacy Policy and applicable agreement.

Where no different period is specified, Factura may commence deletion of Customer Data 30 days after expiry or termination.

Backup copies may remain temporarily in secure backup systems until overwritten according to Factura's normal retention cycle.

Sections intended by their nature to survive termination, including confidentiality, intellectual property, indemnity, limitation of liability and dispute-resolution provisions, will survive.

32. Changes to the Terms

Factura may update these Terms to reflect changes in:

• law or regulation;
• Services;
• security requirements;
• business practices; or
• technology.

Material changes will apply prospectively.

Where a material change materially reduces Customer's contractual rights during a prepaid Subscription Term, Factura will provide reasonable notice where practicable.

Continued use after the effective date of updated Terms constitutes acceptance where permitted by law.

Negotiated enterprise agreements will not be amended solely through website changes unless the enterprise agreement expressly permits it.

33. Force Majeure

Neither party will be liable for delay or failure to perform obligations, other than payment obligations, caused by events beyond its reasonable control, including:

• natural disasters;
• fire or flood;
• epidemic or pandemic;
• war;
• civil disturbance;
• terrorism;
• governmental action;
• power or telecommunications failure;
• internet or cloud-infrastructure outages outside the party's reasonable control; or
• labour disruption not limited to the affected party's own workforce.

The affected party will use reasonable efforts to mitigate the impact.

34. Governing Law

These Terms and all disputes arising from them are governed by the laws of India, without regard to conflict-of-law principles.

This applies irrespective of the country in which Customer is established or from which the Services are accessed, including Customers in Ghana or elsewhere outside India.

35. Dispute Resolution and Arbitration

The parties will first attempt in good faith to resolve any dispute through discussions between authorised representatives.

A party invoking this procedure must provide written notice describing the dispute.

If the dispute is not resolved within 30 days after such notice, either party may refer the dispute to arbitration.

The arbitration will:

1. be conducted by a sole arbitrator mutually appointed by the parties;
2. if the parties cannot agree upon an arbitrator, be appointed in accordance with the Arbitration and Conciliation Act, 1996, as amended;
3. have its seat and legal place in Mumbai, Maharashtra, India;
4. be conducted in the English language; and
5. be governed by the Arbitration and Conciliation Act, 1996, including amendments in force.

The arbitral award will be final and binding.

Nothing prevents either party from seeking urgent interim or injunctive relief from the courts at Mumbai, Maharashtra.

Subject to the arbitration provisions above, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction over matters arising from or connected with these Terms.

36. Notices

Legal notices under these Terms must be in writing.

Notices to Factura should be sent to:

Factura Softwares
602 C2A, BKM Society, Om Nagar, Andheri East, Mumbai 400099, Maharashtra, India
Email: info@facturasoftwares.com

Notices to Customer may be sent to the administrative, billing or legal contact recorded in Customer's account or Order Form.

Electronic notices are valid to the extent permitted under applicable law.

37. Export Controls and Sanctions

Customer will not use, export or make the Services available in breach of applicable export-control or sanctions laws, and confirms that neither it nor its Authorised Users are subject to sanctions that would prohibit Factura from supplying the Services.

38. Assignment

Customer may not assign these Terms without Factura's prior written consent, which will not be unreasonably withheld in connection with a genuine corporate restructuring or sale of substantially all of Customer's relevant business.

Factura may assign these Terms to an affiliate or in connection with a merger, restructuring, acquisition or transfer of substantially all of the relevant business or assets.

39. Independent Contractors

Factura and Customer are independent contracting parties.

Nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship between them.

40. Waiver

Failure by either party to enforce a provision does not constitute a waiver of that provision or any other right.

A waiver is effective only if made in writing by an authorised representative.

41. Severability

If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

If modification is not possible, the affected provision will be severed and the remainder of these Terms will continue in effect.

42. Entire Agreement

These Terms together with applicable Order Forms, enterprise agreements, Data Processing Addenda and product-specific terms constitute the agreement between the parties regarding the relevant Services and supersede prior discussions or representations concerning the same subject matter.

Terms contained in Customer purchase orders or procurement forms do not modify the agreement unless expressly accepted in writing by an authorised Factura representative.

43. Electronic Contract

The parties agree that electronic acceptance, electronic records and electronic communications may be used in connection with these Terms to the extent permitted by applicable law.

Customer's electronic acceptance of these Terms has the same effect as acceptance of a written agreement.

44. Mandatory Statutory Rights

Nothing in these Terms is intended to exclude or restrict any right or remedy that cannot legally be excluded or restricted under applicable Indian law.

Where mandatory law conflicts with these Terms, the mandatory law will prevail only to the extent of that conflict.

45. Contact

For questions regarding these Terms:

Factura Softwares
602 C2A, BKM Society, Om Nagar, Andheri East, Mumbai 400099, Maharashtra, India
Email: info@facturasoftwares.com