Manu Online - Terms and Conditions
Service agreement
PARTIES
The parties to this service Agreement are Manu Online Ltd (hereafter Service Provider), a limited company registered in England (company number 07273799 registered address 4500 Parkway, Whiteley, Fareham, PO15 7AZ, England), and the company ordering an online account to use the Service (hereafter Customer).
BACKGROUND
The Customer enters into this Agreement to obtain access to the Service. The Service Provider is willing to
enter into this Agreement and provide the Service according to the terms of this Agreement.
IT IS AGREED THAT
1. DEFINITIONS
In this Agreement the following terms have the defined meanings: “Affiliates” means includes in relation to
either Party each and any subsidiary or holding company of that Party and each and any subsidiary of a
holding company of that Party. “Confidential Information” is all information or data of a Party, which has value
by virtue of not being publicly known, and which is disclosed or otherwise made available to the other party
under the Agreement (save for information which to either party agrees may be disclosed). ”Documentation”
means the documentation and user manuals provided by the Service Provider in respect of the Service
together with future versions and changes as it makes available at its absolute discretion. “Intellectual
Property Rights” shall mean any and all proprietary, common law and/ or statutory intellectual property
rights, including but not limited to, patent copyright, moral rights, trade secrets, trade mark rights, service
mark rights, and/or any and all other proprietary rights, including all Derivatives including updates and
upgrades to the Service. ”Services” means the Manu Online enterprise resource planning application to which
the Service Provider provides access to the Customer and which the Service Provider manages and maintains
in a computer centre accessible from the internet. The service is currently reached from the Website.
“Account” means the Customer’s part of the Services accessible initially accessed by the Customer using
credentials provided by Manu Online to the First User, and subsequently by credentials issued to other people
by the First User, and other users appointed with the Administrator role in the Service. “User” is a unique
individual who is an employee of the Customer or an employee of the Customer’s business partners and has
been authorised by the Customer to access the Service on behalf of the Customer. Each such User must use a
unique username to access the Services. “First User” is the user who has originally requested that the account
in the Service be opened. The First User’s name and email maybe changed but the First User cannot be
deleted from the Service. “Website” means http://www.manuonline.com. “Partner” a company that has
contracted with Manu Online as part of their reseller partner program.
2. FORMATION OF THIS AGREEMENT
By ordering an online account and using any Service provided, the Customer accepts the terms and conditions
set out in this Agreement. PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE PLACING YOUR
ORDER AND RETAIN A COPY OF THESE TERMS AND CONDITIONS AND YOUR ORDER FOR FUTURE REFERENCE.
Any quotations provided by the Service Provider is subject to withdrawal at any time before the receipt of an
unqualified order from the Customer; and shall be deemed to be withdrawn unless so accepted within 30
days from their date (unless otherwise agreed by the Service Provider in writing). After placing an order to
open an Account, the Customer may receive an e-mail or other confirmation from the Service Provider
acknowledging that they have received your order. Please note that this does not mean that your order has
been accepted. Your order constitutes an offer to the Service Provider to purchase the Service. All orders are
subject to acceptance by the Service Provider, and the Service Provider will confirm such acceptance to the
Customer by sending the Service Provider confirmation that the Service ordered has been accepted (the
“Order Confirmation”). The Service Provider may refuse to accept any order. This Agreement will only be
formed when the Service Provider sends you the Order Confirmation (which contains the user name and
temporary password of the First User, and will relate only to the Service whose acceptance the Service
Provider has confirmed in the Order Confirmation. If the account has been opened by a Partner on behalf of a
Customer, the Customer is deemed to have entered into this agreement from the moment of first logging into
the system using the credentials of the First User.
3. AUTHORITY TO ENTER THIS AGREEMENT
The Service Provider only enters into this agreement with customers acting in the course of a business. By
placing an order with the Service Provider then the Customer warrants and represents that the Customer is a
business customer, is legally capable of entering into binding contracts, has legal authority to form a binding
contract and has full power, capacity and authority to accept the terms of this Agreement on behalf of the
Customer. The Customer is required to provide current, accurate identification, contact, and other information
as part of the registration process. If you are a Partner, 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.
4. SERVICES
The description and price of the Service which the Customer orders will be as shown on the Website, Service
or hard copy order form at the time that the Customer submits its order (unless the Service Provider has
provided a quotation to the Customer in which case any description and price will be as set out in any valid
quotation), and save in cases of obvious error. The Service Providers try to make sure that all Service
descriptions and prices are as accurate as possible. On the rare occasion that there is an error, the Service
Provider will advise the Customer about it as soon as reasonably possible and will offer the Customer the
option of reconfirming the order or cancelling the order. The Service is subject to availability. If the Customer
cancel under this clause, the Service Provider will refund or credit the Customer for any sum which has been
paid by the Customer or debited from the Customer credit card or other account for the Service.
5. ACCOUNT CONFIGURATION AND ADDITIONAL SERVICES
On or after commencement of Service provision, the configuration can be extended by notifying the Service
Provider in writing or by confirming chosen options from the licensing screens available through the Service.
This Agreement also applies to any additional support, data manipulation, consultancy, training or other work
carried out by the Service Provider on behalf of the Customer. By enabling the multi-currency functionality
within the Service You confirm that You have read and accept the XE.com terms and conditions for the use of
the XE Currency Datafeed service available from XE.com Inc.
6. GRANT OF LICENSE TO ACCESS AND USE THE SERVICE
On Service commencement, the Service Provider grants the Customer and the Customer accepts a world
wide, royalty free, non-sublicensable, non-transferable, non-exclusive licence to use the Service during the
term of this Agreement for the sole purpose of managing and administering the Customer’s own business
activities. The Customer is not permitted to use the Service for any other purpose than specified in this
Agreement.
7. USER ACCOUNTS AND ACCOUNT SECURITY
The Customer may create and delete User accounts for persons employed by the Customer, or for employees
of their Affiliates. The Service Provider reserves the right to refuse access to the Service to anyone or any
company at any time without notice for any reason. The Customer is responsible for maintaining the
confidentiality of account passwords and API keys, and is responsible for all activities that occur under the
Customer’s account and the accounts of Customer Users. On first access to the Service, the Customer will be
provided with the user name and password for the first User. The Service will also have a default password for
new Users. The Customer is responsible for creating new User accounts for accessing the Service and proper
password control for the Users. All Users should change their automatically issued passwords to confidential
passwords after having their User accounts created. The Service is a multiuser system and the Customer may
create new User accounts with access to the Service. These User accounts will have access to the Customer’s
data, and may have rights to create other User accounts. The Customer agrees to immediately notify the
Service Provider of any unauthorized use of any User’s login credentials, or any other breach of security. To
the fullest extent permitted by law, the Service Provider shall not be liable for any loss or damage arising from
the Customer’s failure to comply with this clause 7. The Service Provider can not provide new passwords. In
the event of password loss by a User, a different User who has administrator rights in the Customer’s system
may reset the password of another User to the default value. In the event that the password of the First User
is lost, the Service Provider may reset the First User’s password at the Customer’s request, and email the
password to the email address stored in the system for the First User.
8. EXTERNAL LINKS
The Service may provide links or reference to other websites (collectively, "Linked Sites"). While the Service
Provider endeavours to provide links only to those websites that are reputable and safe, to the fullest extent
permitted by law, the Service Provider shall not be responsible for the information, products or services
obtained from Linked Sites and shall not be liable for any damages arising from the Customer’s or Users’
access to or use of Linked Sites. Linked Sites are provided as a convenience and any inclusion of links or
frames in the Services does not imply an endorsement of the Linked Sites or their content. From some parts
of the Service it may be possible to order services or products from third parties. To the fullest extent
permitted by law, the Service Provider is not responsible for information or activities when such features are
used.
9. INFORMATION ABOUT THE USE OF THE SERVICE
The Service Provider may publish or transfer aggregate information (which does not identify the Customer or
any User) about the use of the Service to potential customers and other parties. Unless agreed in writing
elsewhere with the Customer, the Service Provider may publish the name of the Customer in lists of its
business references. The Service Provider reserves the right to track and analyse system usage and detailed
usage information for the purposes of product development.
10. REVERSE ENGINEERING AND MODIFICATION OF THE SERVICE
To the fullest extent permitted by law, the Customer is prohibited from modifying, translating, decompiling,
disassembling or reverse engineering or otherwise attempting to determine the source code for the operation
of the Services or any Information or content, or creating derivative works based on the Services or any part
of the Services. For purposes of this Agreement, "reverse engineering" shall mean the examination or analysis
of the Services or content to determine its source code, sequence, structure, organization, internal design,
algorithms or encryption devices, and, "Information" shall mean all data, material, text, photographs, music,
video, software, sound, graphics, other information or materials contained in the Services or the website or
portions thereof. The Customer shall not make technical changes to the operation, display, outlook or other
feature of the Services by creating code or other mechanism on the client machine or connecting machines
such as proxy servers or routers. The Customer shall not prevent any part of the screen display from
appearing on the client screen.
11. THE WORKING OF THE SERVICE AND COMPETITIVE COMMERCIAL OR PRODUCT ACTIVITY
The Customer shall not disclose or inform the working of the Service to third parties. The Service Provider
may terminate this Agreement immediately if the Customer becomes engaged in any commercial or product
development activity that may be considered competitive to the Service.
12. ACCESS TO CUSTOMER’S DATA
The Customer’s data stored by the Service Provider as part of the Service shall remain property of the
Customer. Access to this data is restricted so that it may only be accessed through the Service and only by
Users who are logged in using a username and password created by the Customer or App id and Account Key
(if using the optional API) or other credential-bases system; or employees of the Service Provider or a
designated third party contractor who have been designated by the Service Provider as technical contacts in
respect of the Service (for example designated members of the Customer’s help desk or consultant roles,
system administrators for the database, database administrators). The Customer’s data shall be considered to
be the confidential information of the Customer. If the Account has been created by a Partner on behalf of the
Customer, by default one or more employees registered by the Partner in Manu Online’s partner program will
have full access to the Customer’s data. The First User, or other user nominated with Administrator rights,
may delete or disable or limit the rights of these Users in their Account.
13. PROVISION OF THE SERVICE
After commencement of Service provision, the Service Provider shall provide the Customer with the Service.
The Service Provider shall be responsible for the maintenance and repair of the Service Provider’s own
hardware and software used by the Service Provider in the provision of the Service. The Service Provider shall
use its best endeavours to keep the Service continuity available to the Customer, but does not warrant that
the Service will be provided in an uninterrupted or continuous manner. The Service may be temporarily
unavailable due to service, maintenance or development work or other reasons. The Service Provider may
make changes to the Service as a normal part of the Service Provider’s product development. At its own
discretion, the Service Provider may inform the Customer about certain upgrades and changes. For the
purpose of upgrades and system maintenance, the Service Provider may temporarily cease provision of the
Service for a limited time. Wherever possible, the Service Provider will avoid these maintenance breaks being
scheduled during normal working hours (05:00 – 17:00 Universal time). If a scheduled maintenance break is
expected to last longer than 5 minutes during normal working hours, then the Service Provider will use
reasonable commercial endeavors to inform the Customer at least one day in advance.
14. SUPPORT SERVICES
We will supply reasonable amount of support services to assist you in the use of the service. Support is
provided on the following conditions:
1. Support is provided to the Key user and his or her backup. The key user is by default the First User. A user
with Admin rights in the system can set who is the Key user on the appropriate screen on the system. The Key
user must have general competency in the use of computer systems and your own business processes.
2. Support is provided by the integrated ticketing system that can be accessed via the support link in the
service or by email at support@manuonline.com.
3. We do not provide telephone support as part of the service. Direct calls to Manu Online employees for the
purpose of support will be considered Professional services and billed as such.
4. Fair use policy: System support services are not billable unless the value of our work consistently exceeds
our “Fair use” policy of 50% of a customer’s monthly fee. If calls are made and ultimately it is identified this is
a system fault (rather than user fault) these calls should not be billable. We will separately inform the
customer in advance of any billing if we believe they are exceeding our fair use policy.
5. We reserve the right to withdraw support services if you use abusive language.
15. PROFESSIONAL SERVICES
Work of a specified nature carried out by our staff as instructed by the Customer is billable in addition to any
monthly fee for the use of the Service. When work is billable we shall mark the support ticket as “billable”. For
small jobs (less than 4 hours of work) estimates will only be given on request. Billable work is where the
customer has instructed us that a consultant, system analyst or programmer shall create code for reports,
access the customer’s own data for the purposes of consulting on business processes, manipulate, delete or
update the customer’s data for whatever reason (excluding bugs) or investigating or modifying 3rd party
integrations, or training.
• Work carried out at customer’s instruction will be billed according to time used. This includes
preparation work and follow up work of meetings as well as any meetings.
• All time at the customer’s location or on online meetings is billable, even if other work than originally
agreed is carried out. (For instance waiting on customer personnel, discussion of off-topic issues etc.)
• Minimum billing time is 15 minutes.
• All work will be quoted, Manu Online to provide estimates for works on any length outside any
support package agreed
• USD prices will be used for customers located in North and South America. All other countries will be
billed in GBP according to the GBP prices.
• VAT/GST will be added as required.
16. GENERAL DATA PROTECTION REGULATION
Our responsibilities as a Data Controller: We collect personal data about you and users that you have given
access to the system. This information includes the user’s name and email address. This data is stored in: •
Hyve Ltd data centre • Pipedrive Oü CRM system • Constant Contact, Inc emailing system •
Zendesk, Inc support ticketing system • The Rocket Science Group (Mailchimp), outbound email processing •
Maventa Oy, outbound invoice delivery • Manu Online Oy internal systems
The purpose of storing this data is to inform users of updates to System, provide customer support and other
general business and marketing information work. New users added to the system will automatically be added
to email information lists. Each user can unsubscribe from the list by clicking the link for this in the email. Our
responsibilities as a Data Processor: Data entered to the system is stored in Hyve Ltd data
centre. Backups of the data are stored in the same data centre. Off site backups may be stored in Manu
Online Oy internal systems or other secure locations. By using the system, you give explicit consent for the
storage of personal data on our system. “Sensitive personal data” as defined in GDPR regulations may not be
entered into the Service. Credit card numbers for payment of our services are not stored by Manu Online or
its associates. Data deletion: after terminating the contract for whatever reason, data will be finally and
permanently deleted from Manu Online systems within 12 months of termination. For immediate deletion
please contact us.
17. DATA STORAGE AND TRANSFER
The Service Provider will store the Customer’s data in a secure environment. Regarding data storage, the
Customer is entitled to reasonable use for the operation of the system also taking into account increased
storage required over time. Data storage as part of a file or document storage addition to the service may be
subject to additional pricing. The Service Provider may require the "archiving" of data which is older than five
years. This will remove the visibility of the archived data from the system screens, and the purpose is to
ensure continuing performance of the system. Archiving of data will be carried out in discussion with the
Customer. The Service Provider may subcontract or outsource the provision of infrastructure for the Service,
including the systems for data storage. The Customer agrees that, the Service Provider may give its affiliates
and subcontractors outside of the European Economic Area (EEA) access to data that you store or process
using the Service for the purpose of providing the Service. The Service Provider will implement with the data
centre contractor a backup program, the details of which are available on request. The Service Provider takes
no responsibility for the reliability, security or quality of any data transfer initiated by the Customer to the
Service Provider or the Services. The Service Provider will provide the Customer with a copy of the Customer’s
database at the Customer’s request. This copy of the database is in a simplified structure which can not be
used for restoring the data to the Service at a later date. Provision of this copy will incur additional costs for
which the Service provider may charge the Customer. This copy will only be delivered to the registered
address of the Customer and may take up to fifteen working days from a written request for the same. The
Customer shall access the Service using a computer network using the IP protocol. The Customer is
responsible for the security of the data connection between the Service and the Customer’s location.
18. APPROPRIATE CONDUCT
The Customer agrees to use the Service only for purposes that are legal, proper and in accordance with the
terms of this Agreement.
19. INTELLECTUAL PROPERTY
Service Provider Intellectual Property Rights are owned by the Service Provider or licensed to the Service
Provider by a third party. Product and service names are registered or unregistered trade marks of the Service
Provider. All trade marks, service marks and logos used in the Service or on the Website are the property of
their respective owners. All title and right including without limitation the Intellectual Property Rights in the
Service (and its parts and to the applications running as a part of the Service) and any and all Documentation
(and other material provided by the Service Provider to the Customer) belong to the Service Provider. The
Service Provider reserves all rights that are not expressly granted to the Customer in this Agreement. No
exclusive rights shall be granted by this Agreement.
20. TERM AND TERMINATION
20.1 TERM
This Agreement commences on the day of signature unless specified otherwise and is valid for 12 months.
20.2 RIGHT TO TERMINATE
The Customer may terminate the Agreement after the last day of the 12 months unless specified otherwise in
the Special Clauses. Termination notice shall be given in writing by the Customer to the Service Provider. The
Service Provider has the right to any User fees invoiced under the Agreement up to receipt of the notice of
termination or incurred prior to termination. The Service Provider may terminate the Agreement with 6
calendar months’ notice. Termination notice shall be given in writing (which may include email
correspondence or notice delivered through the Services) by the Service Provider to the Customer. The
Service Provider has a right to terminate the Agreement with immediate effect:
The Service Provider has a right to terminate the Agreement with immediate effect in the following cases:
20.2.1 if the Customer is in material breach of any term or condition of this Agreement and fails to remedy
such breach (where capable of remedy) within 30 days after receipt of written notice of such breach given by
the Service Provider; or
20.2.2 if the Customer enters commits or suffers an Insolvency Event (meaning any one or more of:
20.2.2.1 a notice being issued to propose a resolution for winding up or dissolution, or such a resolution being
passed;
20.2.2.2 a petition for a winding up or an administration or bankruptcy order being presented, such an order
being made;
20.2.2.3 any steps being taken with a view to a voluntary arrangement or other assignment, composition or
arrangement with all or any creditors or any moratorium, readjustment, rescheduling, forgiveness or deferral
or all or any indebtedness;
20.2.2.4 suspension of payments to all or any creditors and/or ceasing business;
20.2.2.5 an encumbrancer taking possession of all or any assets of the Customer;
20.2.2.6 an administrator or receiver being appointed over the Customer or all or any of its assets;
20.2.2.7 any action anywhere similar or analogous to any of the foregoing; and
20.2.2.8 the Service Provider having reasonable grounds for believing that any of the foregoing is imminent);
20.2.3 If any sum owing to the Service Provider from the Customer or the Customer’s Partner on any account
whatsoever shall be unpaid after the due date for payment plus 30 days, the Service Provider has the right to
prevent access to the system until payment is received. Following 90 days of nonpayment, Service Provider
has the right to terminate the contract. This clause shall not apply if the Customer has queried an invoice.
20.3 PERMANENT DELETION OF CUSTOMER’S DATA.
The Customer may request at any time that the Service Provider permanently delete the Customer’s data.
This request must be made in writing by an authorised signatory of the Customer.
20.4 NON USE OF THE SERVICE.
If no User of the Customer has logged into the service for 3 months then the Service will normally be locked
for the Customer, preventing any User from accessing the Service. To unlock the Service, the First User must
contact the Service Provider by email to request that their system is unlocked. If such a request is not received
within a further 3 months from the date of locking the Service, the Service Provider may remove the
Customer’s account and all data entered by the Customer may be permanently deleted without further
notice. At this time the Agreement shall be terminated.
20.5 RESPONSIBILITIES AT TERMINATION
Following termination of the Agreement the Service Provider (save for the Customer’s remedied breach or
Insolvency Event or non-payment or non-use of the Service) will, on request of the Customer, return a copy of
the Customer’s data within 30 days in SQL or alternative format and using a suitable media such as CD ROM. Following written receipt of the data, the Service Provider will delete all copies of the Customer’s data. The cost of this work is according to the Service Provider’s published work hourly costs from time to time. Following termination, the Customer is responsible for returning all handbooks, training materials, specifications or other Documentation that has been delivered as part of the Service.
21. PRICING AND PAYMENT TERMS
21.1 PRICING
All prices are subject to change. If the prices change the Service Provider shall give the Customer at least 30
days’ notice. The notice may be provided on the Service itself, the Website or by email.
21.2 PAYMENT
Payment is in advance by BACS. The relevant price is the price stated on the Website, or set out when the
licensing options incorporated in the Service is selected, unless separately agreed in writing between the
parties. VAT or other sales taxation will be added to the prices and the appropriate rate prevailing at the
relevant tax point which shall be shown separately on the Customer’s invoice/statement. Interest of 10% p.a.
will accrue on late payments. The Service Provider has the right to terminate this Agreement and prevent
access to the Services if the service fee is unpaid. Any work and travel costs will be invoiced separately.
22. WARRANTY
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SERVICE PROVIDER MAKES NO WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, AS TO ANY MATTER WHATSOEVER. TO THE FULLEST EXTENT PERMISSIBLE BY LAW,
THE CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN
"AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SERVICE PROVIDER
EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. THE SERVICE PROVIDER MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET THE
CUSTOMER’S REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE,
(III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES WILL BE ACCURATE OR RELIABLE, AND
(V) ANY ERRORS IN THE SOFTWARE UNDERLYING THE SERVICE WILL BE CORRECTED. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CUSTOMER FROM THE SERVICE PROVIDER
OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE
CUSTOMER IS SOLELY RESPONSIBLE FOR ACCEPTANCE TESTING OF THE SERVICE (AND ANY SUBSEQUENTLY
PURCHASED PART OF THE SERVICES) AND THAT THE SERVICES MEETS THE CUSTOMER’S REQUIREMENTS.
23. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT
THE SERVICE PROVIDER SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SERVICE PROVIDER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE
THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY
GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR
ALTERATION OF THE CUSTOMER’S TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD
PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. DIRECT DAMAGES: MANU
ONLINE’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO MANU ONLINE FOR USE OF
THE SERVICE FOR THE SIX MONTHS PRIOR TO THE DATE THE LIABILITY FIRST AROSE. TO THE FULLEST EXTENT
PERMISSIBLE BY LAW, THE SERVICE PROVIDER SHALL NOT BE LIABLE TO THE CUSTOMER IN CONTRACT, TORT
(INCLUDING WITHOUT LIMITATION NEGLIGENCE) AND/OR BREACH OF STATUTORY DUTY FOR ANY LOSS OR
DAMAGE WHICH THE CUSTOMER MAY SUFFER BY REASON OF ANY ACT, OMISSION, NEGLECT OR DEFAULT
(INCLUDING NEGLIGENCE) IN THE PERFORMANCE OF THE AGREEMENT BY THE SERVICE PROVIDER IN AN
AGGREGATE SUM WHICH IS GREATER THAN THE VALUE OF THE PAYMENTS ACTUALLY RECEIVED BY THE
SERVICE PROVIDER FROM THE CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT DURING THE TWO
YEARS PRIOR TO THE EVENTS GIVING ARISE TO ANY CLAIM (OR THE GREATER OF THE SUM CALCULATED FOR
ANY ONE CLAIM UNDER THIS CLAUSE 22 IN RESPECT OF MULTIPLE CLAIMS).
NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE EITHER PARTY’S NONEXCLUDABLE LIABILITY IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS SERVANTS OR AGENTS; OR EXCLUDE LIABILITY FOR FRAUDULENT MISREPRESENTATION.
24. CONFIDENTIALITY
The Parties agree keep secret and confidential and not to divulge Confidential Information of the other to any
third party (except as permitted by this Agreement), and to use Confidential Information only for the purpose
for which it is supplied. On termination or expiry of the Agreement each Party shall promptly upon request
return to the other Party all documents and materials (and any copies) containing the other Party’s
Confidential Information; and erase all the other Party’s Confidential Information from its computer systems
(to the extent possible, and save where expressly stated otherwise in this Agreement).
25. FORCE MAJEURE
Neither of party to this Agreement will be in violation of the Agreement if the failure to perform any
obligation set out in this Agreement (save for the obligation for the customer to pay) is due to an event
beyond the relevant Party’s control, such as significant failure of a part of the power grid, significant failure of
the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labour action,
terrorism, or other events of a magnitude or type for which precautions are not generally taken in the
industry.
26. GENERAL TERMS
26.1 LANGUAGE
All notices between parties shall be written in English and shall be deemed to have been given if sent by
certified or registered mail to the addresses set forth in this Agreement.
26.2 ENTIRE AGREEMENT
No representations, warranties or agreements, oral or written, express or implied, have been made to any
Party hereto, except as expressly provided herein. This Agreement shall be binding upon the respective
Parties hereto and their permitted successors and permitted assigns. In the event that any provision hereof is
found invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable according
to its terms, unless the business purpose of this Agreement is substantially frustrated thereby. This Agreement
constitutes the entire understanding and agreement between the Parties regarding the subject matter of this
Agreement, and supersedes all other prior written and oral communications regarding this transaction, and
may not be altered, modified or amended except by a written amendment executed by both Parties.
26.3 AMENDMENTS TO THIS AGREEMENT
The Service Provider reserves the right to change or modify this Agreement at its discretion. Changes shall be
effective immediately upon notice to the User by email or posting at the Service Provider’s Website.
Continued use of the Service after changes to the Agreement constitutes the User's acceptance of said
changes. It is recommended that the User review the most current version of the Service Provider’s Website.
References to “writing” in this Agreement do not include email or fax unless specifically stated to the contrary.
The email address which is provided by the Customer during the registration process will be used as the main
email address for correspondence to the Customer, and Customer agrees that the Service Provider may treat
any communication from this email address as authorised correspondence and instructions on behalf of the
Customer. The Customer must keep its account details, including this main email address, up to date at all
times. This main email address can be changed by editing the email address of the user in the system marked
as “First user”.
26.4 INVOICING PARTY
In the case that another company belonging to the Manu Online group of companies is registered in the same
country as the Customer, the Service Provider as a matter of convenience may arrange invoicing to the
customer from this company. The appropriate sales or value added tax will be added as is relevant for that
country.
26.5 APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of England. The Parties
irrevocably submit to the non-exclusive jurisdiction of the English Courts in respect of any dispute arising out
of this Agreement.
Manu Online – Co-development Projects – Terms and Conditions
These terms and conditions shall be applied to the deliveries of co-development changes to the software of
the Manu Online ERP system.
1. Preamble
Manu Online (the supplier) provides an online (cloud) software services. The customer can login to the service
and use the service to administer their business operations. Contract for the use of these services is covered
by a separate agreement to which the customer has agreed when his representative signed up to use the
Manu Online service. The software used for the service is owned and developed by Manu Online. The
software runs on computers in a data centre subcontracted by Manu Online. The customer wishes to have the
software changed or extended to better support their business operations. These terms are to contract Manu
Online against payment by the customer to modify the source code of the Manu Online ERP system to meet
the customer’s requirements. The modified and extended software will be incorporated as a standard part of
the Manu Online product.
2. Definitions
In the event of a discrepancy between these special terms and conditions and the Manu Online’s general
terms and conditions of business, these special terms and conditions shall prevail. Modified software shall
mean modifications and extensions to the source code owned by Manu Online. The source code will be
deployed by Manu Online on its servers so that the customer may use the software according to the separate
Manu Online contract committed when the customer signed up to use the Manu Online service. There are no
deliverables of software code to the customer.
Delivery shall mean the deployment of the modified software
to Manu Online’s production servers so that the customer may use the modified software. Specifications shall
mean written specifications of modified software approved by the parties and which specify the functional
features of the modified or extended software. An error of the modified software means that the software
does not substantially operate as described in the specifications. The time schedule for the development of
the modified software, required resources and the requirements set for the final results shall be agreed in the
agreement. The delivery will include tasks related to the training of the customer’s personnel, introduction of
the products and conversion of data only to the extent separately agreed upon in the agreement. These
special terms and conditions shall not apply to maintenance or further development of the modified
software. The parties shall separately agree on maintenance and further development of the modified
software in writing, when necessary.
3. General responsibilities of the supplier
The supplier undertakes to perform in conformity with the agreement, with due care and the professional skill
required by the tasks for which he is responsible. The supplier shall also be responsible that the modified
software will fulfil the characteristics and requirements specified in the agreement and that the results of the
delivery are also in other respects in conformity with the agreement.
4. General responsibilities of the customer
The customer undertakes to perform in conformity with the agreement and with due care the tasks for which
he is responsible. The customer shall give the correct information to the supplier necessary to perform the
work included in the project in the agreed manner. The customer shall be responsible for the information and
instructions given to the supplier and for ensuring that the modified software made in conformity with the
agreement will be suitable for its intended use by the customer.
5. Scope of work
For fixed price agreements, an agreed scope of work will be documented. The coding work to be carried out
will be solely based on the agreed scope of work. Any correspondence prior to the agreed scope of work or
verbal conversations between the parties is to be disregarded. Testing will be carried out against the agreed
scope of work. Any changes to the agreed scope of work may affect the final fixed price, regardless of whether
they are proposed by the customer or supplier. Unless otherwise agreed, the work included in the price are:
• general project management
• writing of specifications
• development of the software
• testing of the software in the supplier’s test environment
• updates to system documentation
• deployment of the modified software to the supplier’s production environment.
Unless otherwise agreed, excluded from the work are:
• meetings with customer’s employees and customer’s appointed third party representatives,
• training
• travel costs
• testing with customers data
• set up and migration of customer’s test data
• configuration and data manipulation of the customer’s data to utilise the modified software
Additionally, the supplier shall be entitled to charge fifty percent of the agreed hourly charge for the time of
the travels necessitated by the project exceeding 30 kilometres. If the travel back and forth is less than 30
kilometres, travel time will not be invoiced.
If, at the order of the customer, work related to the delivery is performed outside the supplier’s normal
working hours, the supplier shall be entitled to charge the additional charges specified in the supplier’s
current price list. The customer accepts that the changes to the software will be included in the Manu Online
service where the same code is used by many companies. As such any changes must be generally valid for all
users of the service. The supplier has sole discretion over the detail design of the software modifications to
ensure that the changes are compatible with Manu Online’s general look and feel, and that any data fields and
business logic are universally compatible and integrate with other features of the service. The supplier will
inform the customer of any requests that fall outside of this requirement so that a mutually acceptable design
can be achieved. Any changes to the scope of work or the contents of the delivery and the possible effects of
the changes to the time schedule, price and other terms and conditions of the agreement shall be agreed in
writing in order to be valid.
6. Project organisation and implementation
The supplier shall appoint a project manager. The project manager shall report the status and progress of the
project to the customer. The other tasks of the project manager shall be specified in the agreement. The
customer shall nominate a contact person whose responsibility is to follow and supervise the implementation
of the agreement and to inform its own organisation and the other party of matters related to the
implementation of the agreement. Unless otherwise agreed, the supplier’s contact person shall be the
supplier’s project manager. Each party will inform the other party of the change of its contact person in good
time. Each party will assign the personnel resources required to the project and reserve sufficient working
time for them for the performance of the tasks. Each party will reserve the working space and tools
necessary for the implementation of the project. Each party shall contribute to the implementation of the
project with respect to factors which are under the command or control of that party. Each party undertakes
for its own part to make without delay the decisions necessary to implement the project. The modified
software and other works related to the project shall be performed using the supplier’s working methods.
The supplier shall take responsibility for taking backup copies of the modified software which constitutes the
subject to the agreement and for verifying their functionality shall be the responsibility of the party who is
responsible for the development environment. The supplier shall have the right to access the customer’s data,
make copies of the customer’s database in the Manu Online service, and to install copies of the data to the
supplier’s test environment. If the project involves working with a third-party supplier appointed by the
customer, the supplier has the right to charge additionally for any work hours used for corresponding or
meeting with the third-party supplier regardless whether the customer is present or not, unless separately
agreed in writing.
7. Reporting
The official record of communication of the project shall be solely based on the ticketing system provided by
the supplier. Emails correspondence or telephone conversations directly with personnel at the supplier may
be disregarded as part of the official record. The ticketing system can be accessed from the support link in the
Manu Online service. The supplier shall report to the customer on the progress of the project as specified in
the agreement. Unless otherwise agreed in writing, the supplier shall report on the progress of the project in
writing at least once every month and in the final report. If the modified software or project has not been
contracted to be performed for a fixed price, the supplier shall also give information on the working time
used. The customer shall without undue delay give his detailed observations to the supplier’s written notice
and intermediate report on the progress of the project.
8. Delivery and installation
The supplier shall deliver the modified software to the customer in accordance with the agreed time
schedule, installed in the agreed operating environment for the performance of the acceptance test specified
in section 8. Any final payments due under the project agreement are due following delivery according to the
agreed specification, on condition of acceptance test from customer, or following 60 days after the supplier has
requested acceptance of the project. The customer recognises that the exact delivery may be affected date may
be affected by the supplier’s normal upgrade schedule for deploying updated software to the supplier’s
production environment. These technical restrictions may delay the delivery date by up to 1 month after an
agreed delivery date. The supplier will use best efforts to minimise this delay. In the event the customer
decides to terminate his agreement to use the Manu Online service during the course of the co-development
project, the customer is still liable for all payments due as part of the project whether invoiced by the supplier
or not. Unless otherwise agreed in writing, all documentation included in the delivery shall be in English.
9. Testing and acceptance of delivery
The parties may separately agree on the acceptance of partial deliveries. Unless otherwise agreed, this
section shall apply also to the testing and acceptance of partial deliveries. Unless otherwise agreed in writing
of the tests to be undertaken by the supplier, the supplier shall test the modified software in accordance with
his practice. If it has been agreed that specific test material prepared by the customer shall be used, the
material shall be made available for inspection by the supplier in good time before the agreed time of the
testing. The customer shall perform the acceptance test for the modified software within thirty (30) days
from the date of the delivery of the software by the supplier to the customer for the performance of the
acceptance test. The time period reserved for the acceptance test shall be extended by a time period
corresponding to the time during which the acceptance test cannot be made due to an error in the delivery.
The customer shall without delay inform the supplier in writing of all errors detected in the delivery and shall
identify the errors in sufficient detail. Errors, which do not substantially interfere with the use of the modified
software shall not prevent the acceptance of the delivery of the software in question but the supplier shall
correct them without undue delay in accordance with the warranty. The delivery of the modified software
shall be deemed to be accepted, (a) when the supplier has corrected all errors and deficiencies which are
reported by the customer in writing during the acceptance test and prevent the acceptance; or (b) if the
customer has not presented a written complaint of an error or deficiency which prevents the acceptance,
within thirty (30) days from the date of the delivery of the software in question by the supplier to the
customer for the performance of the acceptance test, or (c) if the customer takes the software in question
into production.
9.1 The entire delivery shall be deemed as accepted when the modified software and the delivery of the
documentation included in the delivery have been accepted and all the other tasks included in the delivery
have been performed in conformity with the agreement.
10. Delay of delivery
Either party shall be entitled to liquidated damages, if the acceptance of delivery is delayed due to a reason
attributable to the other party and the delay is not caused by a force majeure event. A delay of information or
documents preventing the delivery or use of a part of the delivery shall be considered as delay in the part of
the delivery in question. The customer shall, however, not be entitled to liquidated damages for the period of
time which the supplier provides the customer with substituting products free of charge. Liquidated damages
shall be calculated on the basis of one half (0.5) percent for each beginning week of delay of the price of the
part of delivery whose acceptance is delayed from the agreed time schedule. The maximum amount of
liquidated damages is seven and a half (7.5) percent of the price of such part of the delivery. Deficiencies or
errors in the delivery which do not substantially prevent the delivery of the modified software or its use, do
not entitle to liquidated damages but the defaulting party shall without undue delay remedy such deficiencies
or errors.
11. Rights to the modified software and other results of the project
The copyrights and other intellectual property rights to the modified software and all documents and other
materials produced as a result of work made by the supplier, as well as to all changes thereof made by the
supplier, shall belong to the supplier. The customer shall have the right to use in his internal operations as
part of his continuing agreement to use the Manu Online service. In the event the customer ceases to use the
service and the service agreement is terminated, the customer shall lose all access also to the modified
software. Upon termination of the use or the licence for the Manu Online service, the customer shall, at the
supplier’s option, destroy or return all copies of any related documentation. This agreement shall not affect
the rights related to such materials that the parties furnish each other for the development of the modified
software.
12. Warranty
In case the warranty or warranty terms for the modified software have not been specified elsewhere in this
agreement, the warranty terms in this section shall apply. The supplier shall correct at no cost and without
undue delay all such errors in the modified software reported in writing by the customer to the supplier
during the warranty period. The warranty period is twelve (12) months from the acceptance of the delivery of
the modified software. The supplier shall perform the warranty corrections from its office. If separately
agreed, the error diagnosis will be made at the customer’s site, in which case the supplier is entitled to charge
for travel time and travelling expenses in accordance with the supplier’s then-current price list. The warranty
for modified software will expire, if the customer makes or commissions changes to any connecting third
party, which have not been included in the original specification or approved by the supplier in writing. The
warranty given by the supplier does not cover repair of an error attributable to use contrary to the agreement
or the written instructions given by the supplier or to a non-supplier product or a change or correction made
by customer or a third party. If it is established, that the error reported by the customer is not covered by the
warranty, the supplier shall be entitled to charge for the error diagnosis and location of the errors in
accordance with the supplier’s current price list. The supplier shall also be entitled to charge the customer for
such agreed corrections of errors as are not covered by the warranty. The supplier’s liability for the errors in
the modified software shall be limited to the fulfilment of the warranty obligations under this section. After
the expiry of the warranty period the supplier’s liability for the errors in the modified software shall be limited
to the obligations under the maintenance and support agreement, if any.
13. Commercial terms
Unless otherwise agreed in writing, the supplier shall invoice all time-based charges once per month in
arrears, within a consolidated invoice for the work carried and other charges related to the delivery after the
acceptance of the part of delivery concerned.
14. Other terms
Other terms, and particularly clauses relating to warranty, limitation of liability and force majeure, and not
covered in this document are in “Manu Online Terms” to which the customer agreed when the customer
signed up for the Manu Online service. These terms shall be deemed to form an integral part of this
agreement.
Manu Online’s current price list including payment terms will be used for any work not covered in the
agreement.
Payment Terms
Unless otherwise specified, payment terms are 30 days net from date of invoice.