We at KONNECT ERP value our Client relationships. Our ERP Solutions are designed to address the need of various industry verticals – scaling from low and mid-sized companies to large production and manufacturing establishments. Over the years we’ve served several of our clients mentioned below
Commonly used capitalized terms are defined in the Glossary at the
Konnect Analytics grants to Customer a non-exclusive, non-transferable and world-wide right touse the Cloud Service Cloud Materials and Documentation solely for Customer’s and its Affiliates’ internal business operations. Permitted uses and restrictions of the Cloud Service also applytoCloud Materials and Documentation.
Customer may permit Authorized Users to use the Cloud Service. Usage is limited to theUsageMetrics and volumes stated in the proposal document. Access credentials for the CloudServicemay not be used by more than one individual, but may be transferred fromone individual toanother if the original user is no longer permitted to use the Cloud Service. Customer isresponsible for breaches of the Agreement caused
With respect to the Cloud Service, Customer will not:
(a) disassemble, decompile, reverse-engineer, copy, translate or make derivative works,
(b) transmit any content or data that is unlawful or infringes any intellectual property rights
(c) Circumvent or endanger its operation or security.
Customer will monitor its own use of the Cloud Service and report any use in excess of theUsage Metrics and volume. Konnect Analytics may monitor/control use to verify compliancewithUsage Metrics, volume and the Agreement.
Konnect Analytics may suspend use of the Cloud Service if continued use may result in material harm to the Cloud Service or its users. Konnect Analytics will promptly notify Customer of thesuspension. Konnect Analytics will limit the suspension in time and scope as reasonably possibleunder the circumstances.
The Cloud Service may include integrations with web services made available by thirdpartiesthat are accessed through the Cloud Service and subject to terms and conditions with thosethirdparties. These third party web services are not part of the Cloud Service and the Agreement doesnot apply to them.
Konnect Analytics provides access to the Cloud Service as described in the Agreement.
Konnect Analytics provides support for the Cloud Service as referenced in the proposal document
Konnect Analytics uses reasonable security technologies in providing the Cloud Service. Asadata processor, Konnect Analytics will implement technical and organizational measuresreferenced in the proposal document to secure personal data processed in the Cloud Serviceinaccordance with applicable data protection law.
(a) The Cloud Service and Konnect Analytics Policies may be modified by Konnect Analytics. Konnect Analytics will inform Customer of modifications by email, the support portal, release notes, Documentation or the Cloud Service. The information will be deliveredbyemail if the modification is not solely an enhancement. Modifications may includeoptional new features for the Cloud Service, which Customer may use subject tothethen-current Supplement.
(b) If Customer establishes that a modification is not solely an enhancement andisnot reasonably acceptable to Customer for legitimate business reasons, Customer mayterminate its subscriptions to the affected Cloud Service by providing written noticetoKonnect Analytics within thirty days after receipt of Konnect Analytics’s informational notice.
Konnect Analytics, or their Affiliates may use anonymous information relating to use of theCloudService and Consulting Services to prepare analyses. Analyses do not contain personal datanorCustomer Confidential Information. Examples of analyses include: optimizing systems andtechnical resources and support, research and development of Cloud and Consulting Services, verification of security and data integrity, internal demand planning, industryandmacroeconomic developments and anonymous bench marking with other Customers. Konnect Analytics may provide non-anonymous bench marking services with Customer’s prior writtenconsent.
Customer is responsible for the Customer Data and entering or loading it into the Cloud Service. Customer grants to Konnect Analytics, and their Affiliates and subcontractors) a nonexclusiveright to process Customer Data (including personal data) solely to provide and support theCloudService.
Customer will collect and maintain all personal data contained in the Customer Dataincompliance with applicable data privacy
Customer will maintain reasonable security standards for its Authorized Users’ use of theCloudService.
(a) During the Subscription Term, Customer can access its Customer Data at any time.
(b) Before the Subscription Term expires, Customer may use Konnect Analytics’s self-serviceexport tools (as available) to perform a final export of Customer Data fromtheCloudService.
(c) Following the end of the Agreement, Konnect Analytics will after 3 monthsof subscription expiry delete or overwrite the Customer Data remaining on servers hostingthe Cloud Service unless applicable law requires retention. Retained data is subject tothe confidentiality provisions
(d) In the event of third party legal proceedings relating to the Customer Data, Konnect Analytics will cooperate with Customer and comply with applicable law(bothat Customer’s expense) with respect to handling of the Customer Data.
Customer will pay fees as stated in the proposal document. After prior written notice, KonnectAnalytics may suspend Customer’s use of the Cloud Service until payment is made. Customercannot withhold, reduce or set-off fees owed nor reduce Usage Metrics during the SubscriptionTerm. Allproposal documents are non-cancellable and fees non-refundable.
Fees and other charges imposed under an proposal document will not include taxes, all of whichwill be for Customer’s account. Customer is responsible for all taxes, Customer must provide to Konnect Analytics any direct pay permits or valid tax-exempt certificates prior to signing an proposal document. If Konnect Analytics is required to paytaxesCustomer will reimburse Konnect Analytics for those amounts and indemnify Konnect Analyticsfor any taxes and related costs paid or payable by Konnect Analytics attributable to those taxes.
The Subscription Term is as stated in the proposal document.
A party may terminate the Agreement:
(a) upon thirty days written notice of the other party’s material breach unless the breachiscured during
(b) as permitted under Sections 3.4(b), 7.3(b), 7.4(c) (with termination effective thirtydaysafter receipt of notice in each of these cases), or
(c) immediately if the other party files for bankruptcy, becomes insolvent, or makesanassignment for the benefit of creditors, or otherwise materially breaches Sections 10or11.6
Payments are not be refundable under any circumstances, including but not limitedtothetermination of this Agreement for whatever reason
Upon the effective date of expiration or termination of the Agreement:
(a) Customer’s right to use the Cloud Service and all Konnect Analytics Confidential Information will end,
(b) Confidential Information of the disclosing party will be returned or destroyed as requiredby the Agreement, and
(c) termination or expiration of the Agreement does not affect other agreements betweenthe parties.
Sections 1, 5, 6.3, 6.4, 6.5, 8, 9, 10, 11, and 12 will survive the expiration or terminationof theAgreement.
Each party warrants its current and continuing compliance with all laws and regulations applicable to it in connection with:
(a) in the case of Konnect Analytics, the operation of Konnect Analytics’s business as it relates to the Cloud Service, and
(b) in the case of Customer, the Customer Data and Customer’s use of the Cloud Service.
Konnect Analytics warrants that it will provide the Cloud Service:
(a) in substantial conformance with the Documentation; and
(b) with the degree of skill and care reasonably expected from a skilled and experienced supplier of services substantially similar to the nature and complexity of the Cloud Service.
Customer’s sole and exclusive remedies and Konnect Analytics’s entire liability for breach of the warranty under Section 7.2 will be:
(a) the re-performance of the deficient Cloud Service, and
(b) if Konnect Analytics fails to re-perform, Customer may terminate its subscription for the affected Cloud Service. Any termination must occur within three months of Konnect Analytics’s failure to re-perform.
(a) Konnect Analytics warrants to maintain an average monthly system availability for the production system of the Cloud Service as defined in the applicable service level agreement or Supplement (“SLA”).
(b) Customer’s sole and exclusive remedy for Konnect Analytics’s breach of the SLA is the issuance of a credit in the amount described in the SLA. Customer will follow Konnect Analytics’s posted credit claim procedure. When the validity of the service credit is confirmed by Konnect Analytics in writing (email permitted), Customer may apply the credit to a future invoice for the Cloud Service or request a refund for the amount of the credit if no future invoice is due.
(c) In the event Konnect Analytics fails to meet the SLA (i) for four consecutive months, or (ii) for five or more months during any twelve months period, or (iii) at a system availability level of least 90% for one calendar month, Customer may terminate its subscriptions for the affected Cloud Service by providing Konnect Analytics with written notice within thirty days after the failure.
The warranties in Sections 7.2 and 7.4 will not apply if:
(a) the Cloud Service is not used in accordance with the Agreement or Documentation,
(b) any non-conformity is caused by Customer, or by any product or service not provided by Konnect Analytics, or
(c) the Cloud Service was provided for no fee.
Except as expressly provided in the Agreement, neither Konnect Analytics nor its subcontractors make any representation or warranties, express or implied, statutory or otherwise, regarding any matter, including the merchantability, suitability, originality, or fitness for a particular use or purpose, non-infringement or results to be derived from the use of or integration with any products or services provided under the Agreement, or that the operation of any products or services will be secure, uninterrupted or error free. Customer agrees that it is not relying on delivery of future functionality, public comments or advertising of Konnect Analytics or product road-maps in obtaining subscriptions for any Cloud Service.
Neither party will exclude or limit its liability for damages resulting from:
(a) unauthorized use or disclosure of Confidential Information,
(b) either party’s breach of its data protection and security obligations that result in an unauthorized use or disclosure of personal data,
(c) death or bodily injury arising from either party’s gross negligence or willful misconduct, or
(d) any failure by Customer to pay any fees due under the Agreement.
Subject to Sections 8.1 and 8.3, the maximum aggregate liability of either party (or its parent, or respective Affiliates or subcontractors) to the other or any other person or entity for all events (or series of connected events) arising in any twelve month period will not exceed the annual subscription fees paid for the applicable Cloud Service directly causing the damage for that twelve month period. Any “twelve month period” commences on the Subscription Term start date or any of its yearly anniversaries.
neither party (nor its parent, or respective Affiliates or subcontractors) will be liable to the other party for any special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage or for exemplary or punitive damages, and Konnect Analytics will not be liable for any damages caused by any Cloud Service provided for no fee.
The Agreement allocates the risks between Konnect Analytics and Customer. The fees for the Cloud Service and Consulting Services reflect this allocation of risk and limitations of liability.
Konnect Analytics, their Affiliates or licensors own all intellectual property rights in and related to the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes, and any derivative works of them. All rights not expressly granted to Customer are reserved to Konnect Analytics, their Affiliates, and licensors.
Customer retains all rights in and related to the Customer Data.
Customer covenants, on behalf of itself and its successors and assigns, not to assert against Konnect Analytics, their Affiliates or licensors, any rights, or any claims of any rights, in any Cloud Service, Cloud Materials, Documentation, or Consulting Services.
(a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Agreement and who are under obligations of confidentiality substantially similar to those in Section 10. Customer will not disclose the Agreement or the pricing to any third party.
(b) Confidential Information of either party disclosed prior to execution of the Agreement will be subject to Section 10.
(c) In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
(d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
(e) is generally available to the public without breach of the Agreement by the receiving party,
(f) at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or
(g) the disclosing party agrees in writing is free of confidentiality restrictions.
Neither party will use the name of the other party in publicity activities without the prior written consent of the other, except that Customer agrees that Konnect Analytics may use Customer's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the parties, as part of Konnect Analytics's marketing efforts (including reference calls and stories, press testimonials, site visits. Customer agrees that Konnect Analytics may share Confidential 6 V.1-2016 information on Customer with Affiliates for marketing and other business purposes and that it has secured appropriate authorizations to share Customer employee contact information with Konnect Analytics.
If any provision of the Agreement is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Agreement.
A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
Electronic signatures that comply with applicable law are deemed original signatures.
Konnect Analytics Confidential Information is subject to export control laws of various countries, including the laws of the United States and Germany. Customer will not submit Konnect Analytics Confidential Information to any government agency for licensing consideration or other regulatory approval, and will not export Konnect Analytics Confidential Information to countries, persons or entities if prohibited by export laws.
All notices will be in writing and given when delivered to the address set forth in an proposal document with copy to the legal department. Notices by Konnect Analytics relating to the operation or support of the Cloud Service and those under Sections 3.4 and 5.1 may be in the form of an electronic notice to Customer’s authorized representative or administrator identified in the proposal document.
Without Konnect Analytics’s prior written consent, Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party. Konnect Analytics may assign the Agreement to any of Konnect Analytics SE’s Affiliates.
Konnect Analytics may subcontract parts of the Cloud Service or Consulting Services to third parties. Konnect Analytics is responsible for breaches of the Agreement caused by its subcontractors.
The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by the Agreement.
Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of India without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in COIMBATORE,TAMILNADU. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Agreement. Either party must initiate a cause of action for any claim(s) relating to the Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
The Agreement constitutes the complete and exclusive statement of the agreement between Konnect Analytics and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions, and writings (including any confidentiality agreements) are merged in and superseded by the Agreement and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under Section 3.4. An Agreement will prevail over terms and conditions of any Customer-issued purchase order, which will have no force and effect, even if Konnect Analytics accepts or does not otherwise reject the purchase order.
1.1 “Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.
1.2 “Agreement” means an proposal document and documents incorporated into an proposal document.
1.3 “Authorized User” means any individual to whom Customer grants access credentials to use the Cloud Service that is an employee, agent, contractor or representative of
(b) Customer's Affiliates, and/or
(c) Customer’s and Customer’s Affiliates’ Business Partners.
1.4 “Business Partner” means a legal entity that requires use of a Cloud Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.
1.5 “Cloud Service” means any distinct, subscription-based, hosted, supported and operated ondemand solution provided by Konnect Analytics under an proposal document.
1.6 “Cloud Materials” mean any materials provided or developed by Konnect Analytics (independently or with Customer’s cooperation) in the course of performance under the Agreement, including in the delivery of any support or Consulting Services to Customer. Cloud Materials do not include the Customer Data, Customer Confidential Information or the Cloud Service.
1.7 “Confidential Information" means
(a) with respect to Customer: (i) the Customer Data, (ii) Customer marketing and business requirements, (iii) Customer implementation plans, and/or (iv) Customer financial information, and
(b) with respect to Konnect Analytics: (i) the Cloud Service, Documentation, Cloud Materials and analyses under Section 3.5, and (ii) information regarding Konnect Analytics research and development, product offerings, pricing and availability.
(c) Confidential Information of either Konnect Analytics or Customer also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.
1.8 “Consulting Services” means professional services, such as implementation, configuration, custom development and training, performed by Konnect Analytics’s employees or subcontractors as described in any proposal document and which are governed by the Supplement for Consulting Services or similar agreement.
1.9 “Customer Data” means any content, materials, data and information that Authorized Users enter into the production system of a Cloud Service or that Customer derives from its use of and stores in the Cloud Service (e.g. Customer-specific reports). Customer Data and its derivatives will not include Konnect Analytics’s Confidential Information.
1.10 “Documentation” means Konnect Analytics's then-current technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for the Cloud Service which is made available to Customer with the Cloud Service.
1.11 “proposal document” means the ordering document for a Cloud Service that references the GTC.
1.12 “Konnect Analytics Policies” means the operational guidelines and policies applied by Konnect Analytics to provide and support the Cloud Service as incorporated in an proposal document.
1.13 “Subscription Term” means the term of a Cloud Service subscription identified in the applicable proposal document, including all renewals.
1.14 “Supplement” means the supplemental terms and conditions that apply to the Cloud Service and that are incorporated in an proposal document.
1.15 “Usage Metric” means the standard of measurement for determining the permitted use and calculating the fees due for a Cloud Service as set forth in an proposal document.