Effective as of November 1, 2023
This General Services Agreement ("Agreement" or "GSA") applies to the utilization of services provided by Adaptive Seamless Automated Technology ("ASAERP," "We," "Us," or "Our"). These services encompass offerings on asaerp.com and affiliated websites, products, and services explicitly stating the applicability of this Agreement, collectively referred to as "Services." Both individuals (natural persons) and legal entities (companies, organizations, etc.) can access these Services, collectively referred to as "You" and "Your."

Prior to engaging with any of our services, it is imperative to thoroughly read and comprehend the contents of this document. By undertaking any of the subsequent actions, You signify that You have perused, understood, and agreed to be bound by this Agreement:
1. Creating an account on the Service or a website operated by ASAERP.
2. Checking a box indicating acceptance.
3. Executing an Order Form referencing this Agreement.
- Privacy Policy: Your personal information's collection, use, storage, processing, transfer, and deletion are governed by the Privacy Policy, available at: https://asaerp.com/privacy, updated periodically.
- Service Level Agreement: Additional terms and conditions pertain to asaerp.com support and maintenance under the Service Level Agreement, incorporated herein by reference, and available at: https://asaerp.com/support-sla, updated periodically.
- Reporting Security Vulnerabilities: You can report security vulnerabilities found by visiting https://asaerp.com/security, updated periodically.
- Trademark Use Policy: You may use certain trademarks and logos owned by ASAERP subject to the terms of the Trademark Use Policy located at https://asaerp.com/license-trademark, updated periodically.

This Agreement comes into effect between the Customer (as defined) and ASAERP upon Your acceptance of this Agreement.
1. Definitions
1.1. For clarity, "Additional Support Services" pertain to services as defined in Section 3.1.3.
1.2. "Affiliate(s)" refers to any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3. In this document, "Agreement" denotes this General Services Agreement.
1.4. An "Authorized User" is an individual authorized by a Customer to use the Service, either by providing account access or login credentials. If the Customer is an individual, the term includes the Customer.
1.3. "Bench" refers to the software accessible at https://github.com/bench/bench.
1.6. A "Bug" is defined as a problem in ASAERP leading to crashes or invalid output, excluding intended outcomes, absence of features, and features not meeting expectations. Determination of a Bug is at the sole discretion of ASAERP.
1.7. "Commercially Reasonable" means acting in good faith using prevailing industry practices, making reasonable efforts considering the facts and circumstances.
The term "Commercially Reasonable" generally refers to actions or decisions that are made in good faith, taking into account prevailing industry practices, and making reasonable efforts given the specific facts and circumstances of a situation. It describes a level of conduct or effort that is considered fair, practical, and in line with accepted business practices.
1.8. "Consulting Hours" are as defined in Section 2.6.
1.9. "Core ASAERP Feature(s)" denotes features provided within ASAERP and Core ASAERP Modules, distributed without modification and additional Modules. ASAERP may modify the list at any time at its discretion without prior notification.
1.10. "Core ASAERP Modules" are Modules within standard, unmodified public releases of ASAERP distributed by ASAERP Core Maintainers. The list may be modified at any time at ASAERP's discretion without prior notification.
1.11. "Core Support Services" are defined in Section 3.1.1.
1.12. "Customer" refers to the individual or entity accepting this Agreement.
1.13. "Customized Features" are as defined in Section 6.2.1.1.
1.14. "Documentation" includes information provided by ASAERP regarding the Service at https://docs.asaerp.com/, updated periodically.
1.13. "ASAERP" refers to the software and associated components, including Core ASAERP Modules, publicly distributed or provided by ASAERP and its contributors. It is subject to the terms of the 'GNU General Public License, version 3' or other specified license.
1.16. "ASAERP Core Maintainers" refers to maintainers of ASAERP's official open-source repository.
1.17. "asaerp.com" refers to the website and service available at https://asaerp.com/.
1.18. "Host," "Hosted," and "Hosting" refer to the storage and/or processing of data or information related to an Instance, including databases, accounts, object code, executable files, and associated files, data, and information necessary for an Instance of ASAERP.
1.19. "Instance" refers to an ASAERP installation on a single website or configuration for use with a single website. Configuration for multiple websites counts as multiple Instances of ASAERP.
1.23. "Limited Support Services" are defined in Section 3.1.2.
1.24. A "Module" means any component of ASAERP providing complete and distinct business functionality.
1.23. "GSA" refers to this General Services Agreement.
1.26. An "Order Form" is an ordering document or online order specifying Services under this Agreement, entered into between ASAERP and the Customer or any Customer's Affiliates. It includes any addenda and supplements related.

As of the last modification date of this Agreement, ASAERP, distributed or provided by ASAERP and its contributors, is subject to the 'GNU General Public License, version 3'. ASAERP and contributors reserve the right to modify this license. Obtaining ASAERP software doesn't imply acceptance of this Agreement or obligate ASAERP to provide services. No fees are charged for ASAERP software under this Agreement, and it's provided without support unless specified in an Order Form.
ASAERP may impose technical or non-technical limitations on Service use, like storage, computing power, or database size according to Order Terms .
This Agreement covers services provided by ASAERP under its terms and applicable Order Terms, including implementation support, training, development, customization, bug fixing, and hosting. These services are applicable only if specified in Order Terms.
Services are provided for a maximum number of Instances or websites, as specified in the Order Terms. A single domain or subdomain constitutes a separate website and Instance.
While ASAERP aims for uninterrupted service, it can't guarantee uninterrupted access to the instance. Periodic suspensions may occur for maintenance or upgrades without prior notice.
Some Services may be subject to a maximum number of consulting hours ("Consulting Hours"). Full utilization of specified Consulting Hours doesn't entitle further Service. Additional Consulting Hours may be requested in an Order Form with additional fees.
Materials are considered current as of their initial publication date, regardless of the date of access.
Information, materials, or services may contain inaccuracies or errors. Do not rely on advice received through the Website for personal, medical, legal, or financial decisions.
Content from third parties may be available on the Website. ASAERP is not responsible for such content.
In case of a claim of infringement, ASAERP will provide the right to continue using the Service, replace or modify it to remove infringement, or refund a prorated amount of fees. Exception includes modifications by parties other than ASAERP.
The following services are excluded from the scope of Services. ASAERP shall not be liable for any damage or loss faced by Customer or its employees, agents, consultants, contractors or any third party as a result of the following: ASAERP reserves the right to deprecate and/or stop updating and/or remove any feature at any time at its sole discretion in accordance with the section on "Modifications" below; Any service or activity is not included in Services if it is not explicitly mentioned in any of the following: (i) Section 3; (ii) Section 4; (iii) Section 5; or (iv) Order Terms.

These services include investigating Bug reports, upgrading ASAERP Instances, and investigating performance issues.
Limited to a maximum of 30 minutes per issue, these services cover guidance on Core ASAERP Features usage, implementing processes into ASAERP, and correcting Core ASAERP Feature configuration.
Any additional support services specified in the Order Terms.
Users can request Support Services by raising a support ticket. Support Services are available only for Instances running on Linux distributions supported by Bench.
The Service Level Agreement applies to all Support Services.

ASAERP will provide security updates for the specified version of ASAERP if specified in the Order Terms.
If Consulting Hours are included in the Order Terms, services include Code Customization and Custom Development, Implementation and Configuration, Consultation Services, and Training Services.

Certain Services may be subject to specific agreements, which are incorporated into this Agreement and legally binding.
1. Plan type, detailing features and the number of Instances/websites covered by this Agreement.
2. Domain and/or subdomain names of websites covered by this Agreement.
3. Total Consulting Hours, if applicable.
4. Description of Customized Features.
5. Specification of whether security updates for a particular version of ASAERP are to be provided by ASAERP, including the version number and the time period for which such security updates must be supplied.
6. Any additional terms provided within the Order Terms.
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Service quality and support are governed by the Service Level Agreement.
In case of conflicts, the order of precedence is specified.
In the event of a conflict, the precedence order shall be as follows: (i) Order Terms; (ii) Service Level Agreement; (iii) Service Specific Agreement specified on the Website; (iv) Service Specific Agreement specified on the Service (if any); and (v) this Agreement.

You agree to make timely payments as required for the Service. Failure to make payments on time may result in suspension or termination.
Chargebacks are prohibited and may result in suspension or termination.
Either the Customer or ASAERP may cancel an active subscription or Order Form in accordance with the termination terms.
Refunds are provided if applicable under this Agreement and Order Terms.
Customer is responsible for reasonable out-of-pocket expenses, shipping costs, and service provider fees.
Customers agree to pay applicable taxes without withholding or deduction.
ASAERP reserves the right to refuse service without specifying a reason.
ASAERP may take actions allowed under this Agreement or applicable law to recover due payments.
The "Refunds" section provides the sole remedy for situations covered by this section.

ASAERP, its Affiliates, and content providers reserve all rights, titles, and interests in the Website, Service, content, logos, software, and related intellectual property rights.
All content on the Website and Service is protected by copyright and database right laws.
Subject to compliance with this Agreement and payment of fees, ASAERP grants a limited license to access and use the Website and Service.
Prohibited actions include selling, reselling, licensing, or making derivative works from the Website and Service.
The Customer grants ASAERP the right to use, reproduce, and display content provided by the Customer for the purpose of reviews, comments, and feedback.
Intellectual property rights in ASAERP and its Modules remain with ASAERP.
ASAERP is a registered trademark of Adaptive Seamless Automated Technology.

Data from a paid subscription is owned by the company or organization in whose name the invoice is issued.
In case of disputes over account ownership, the Customer must provide government-registered documents to prove ownership.
All costs related to disputes must be borne by the company, organization, or person seeking access to the disputed account.
In cases of ongoing legal disputes, ASAERP will keep the account frozen until directed by a relevant authority.The subscription runs while the account is frozen
Parties in dispute are encouraged to agree on responsibility for disputed data and account costs and make payment as at when due. ASAERP is not responsible for data loss following termination due to non-payment during a dispute.

ASAERP provides the Service "as is" and explicitly disclaims all other warranties, unless expressly provided otherwise in this Agreement. Neither party makes any representations or extends any warranties, whether express or implied, to the other party concerning any Service or other subjects covered by this Agreement. All implied warranties of merchantability, fitness for a particular purpose, and non-infringement are hereby disclaimed with regard to the foregoing. Each party also disclaims any representation or warranty regarding the successful or timely development of any customized feature under this Agreement or any Order Terms, regardless of explicit specifications regarding time periods or consulting hours.
ASAERP assumes liability solely for the violation of material obligations outlined in the Agreement or as otherwise mandated by applicable law. To the extent permitted by applicable law, ASAERP, along with its directors, officers, employees, agents, contractors, and assigns, disclaims responsibility for any direct, indirect, special, incidental, exemplary, or consequential damages. Such damages may arise from the use of the Service, the content on the Service, websites linked to the Service, decisions made or actions taken in reliance upon the information or content of the Service, or the inability to use the Service and its content. These damages include, but are not necessarily limited to, loss of business, profits, litigation, downtime, damage to or replacement of programs and data.
This disclaimer applies whether the cause is contractual or tortious (including negligence), product liability, or otherwise, even if the possibility of such damages has been advised. If the aforementioned limitation is prohibited by applicable law, ASAERP's liability for damages under this Agreement is confined to re-performance of the Services or liquidated damages. Under no circumstances will ASAERP be liable for providing substitute services. In any situation, ASAERP 's liability arising from or related to this Agreement will not exceed the total amount paid by the Customer and its affiliates for the Services that gave rise to the liability in the twelve months preceding the initial incident leading to the liability. This limitation applies to actions in both contract and tort, irrespective of the theory of liability, but does not restrict the payment obligations of the Customer and its affiliates under the "Payments and Refunds" section.
In the event of a breach of the warranties outlined in this Agreement, the exclusive remedy for the Customer and the entire liability of ASAERP will be the re-performance or re-delivery of the deficient service. If ASAERP is unable to substantially correct a breach in a commercially reasonable manner, the alternative remedy is the termination of the relevant service. In the case of termination, the Customer may be eligible to receive a pro-rata refund of the fee paid for the deficient service as of the effective date of termination.
9.4. Essential Basis:.
The Customer acknowledges that ASAERP has established its prices and entered into this Agreement with a reliance on the disclaimers of warranties and limitation of liability. These elements constitute an essential basis for the agreement between the parties.

"Confidential Information" refers to all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether communicated orally or in writing. It includes information designated as confidential or reasonably understood to be confidential based on the nature of the information and the circumstances of disclosure. ASAERP 's Confidential Information encompasses the Services, the terms and conditions of this Agreement, all invoices (including pricing), any software or documentation related to the Services, samples, and templates. Each party's Confidential Information includes discoveries, business and marketing plans, trade secrets, technical know-how, technology and technical information, inventions, materials, product development plans and designs, and business processes. However, Confidential Information excludes any information that (i) is or becomes common knowledge or common practice in the industry, or is generally known to the public without violating any obligation to the Disclosing Party, (ii) was known to the Receiving Party before its disclosure by the Disclosing Party without violating any obligation, (iii) is received from a third party without violating any obligation, or (iv) was independently developed by the Receiving Party. To clarify, the non-disclosure obligations outlined in this "Confidentiality" section pertain to Confidential Information exchanged between the parties in connection with the Services provided under this Agreement.
The receiving party must use reasonable care to protect the confidentiality of the disclosing party's information.
If compelled by law to disclose Confidential Information, the receiving party must notify the disclosing party and provide reasonable assistance.

ASAERP may modify this Agreement and post the changes on the website. Changes become effective no earlier than 14 days after posting.
ASAERP may introduce, remove, or modify features of the Service. ASAERP may charge fees for new features.
ASAERP can discontinue the development of parts of ASAERP and support for those parts at its discretion.
ASAERP reserves the right to modify Service prices without prior notification.

The customer is required to indemnify and hold ASAERP harmless against any claims, losses, damages, or costs arising from unauthorized access or breach of the Agreement.
The indemnification provisions represent the sole liability of the indemnifying party regarding the specified claims.

Both parties agree not to solicit or recruit each other's employees, consultants, or personnel for a specified period. However, this provision does not restrict general solicitations through media or the internet.

The customer warrants that they have the legal authority to enter into this Agreement, use the Service, and comply with its terms under applicable laws.
The Service is not intended for users under 18 years of age. Users must be at least 18 years old and legally competent to enter into this Agreement.
If an individual is agreeing to use the Service on behalf of a company or organization, such individual represents that entity and have the legal authority to accept the Agreement.
ASAERP's competitors are not allowed to access the Services without ASAERP's written consent, except for monitoring purposes.

This Agreement begins upon acceptance and lasts until the earliest of specific conditions outlined, such as termination of all Order Terms or termination by either party.
The term of Order Forms is specified in the Order Form itself, except for promotional or one-time priced subscriptions, which may renew at standard rates.
Both the customer and ASAERP have the right to terminate the Agreement under certain conditions, which include written notice for specified breaches or financial issues.
ASAERP retains customer data for a minimum of 180 days after termination, during which the customer may request for the database. After this period, ASAERP may delete the data without prior notice. Customer is responsible for any damage or loss incurred due to data destruction.
Upon termination, the customer must pay pending dues on a pro-rata basis. Refunds may be provided for prepaid fees in certain cases.
Certain provisions, such as payment, confidentiality, termination, modifications, warranty disclaimers, indemnification, non-solicitation, and general provisions, survive the termination for a specified period.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.
ASAERP is not responsible for external third-party websites, apps, or services linked from its platform.
If any provision of the Agreement is invalid, other provisions remain in effect.
Both parties acknowledge events beyond their control that may delay or prevent performance under the Agreement.
The Agreement can't be assigned without consent, except for specific cases like mergers.
No failure or delay to exercise rights under the Agreement constitutes a waiver of those rights.
There are no third-party beneficiaries under this Agreement.
The Agreement does not create a specific relationship between the parties.
Disputes may be resolved through arbitration, and the Agreement is governed by the laws of Nigeria. The jurisdiction for disputes and arbitration is Nigeria.
The Agreement includes provisions for interpretation.
This Agreement supersedes any prior agreements between ASAERP and the Customer.
Contact information for questions or comments about the Agreement is provided.