OpenIT Asset Management System

OPENIT ASSET MANAGEMENT SYSTEM END USER LICENCE AGREEMENT (EULA) Licensor: OpenIT Tally Limited, Nairobi, Kenya ("OpenIT") Email: info@openit.co.ke Telephone: +254 746 155 155 PLEASE READ CAREFULLY. By installing, accessing or using the OpenIT Asset Management System (the "Software"), or by clicking "I accept", you agree on behalf of your organisation (the "Customer") to these terms. If you do not agree, do not install or use the Software. 1. GRANT OF LICENCE 1.1 Subject to payment of the applicable fees and to this Agreement, OpenIT grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to install and use the Software for the Customer's internal business purposes only, within the limits of the edition purchased (number of named users, number of assets, modules and installations) as stated on the licence key and the OpenIT quotation or invoice. 1.2 A trial licence is valid for thirty (30) days from installation, is limited to 100 assets and 3 users, and is provided for evaluation only. At the end of the trial the Software continues in read-only mode until a licence key is installed. 1.3 Licences are issued per installation. Moving the Software to another server requires a replacement key, which OpenIT will issue on request for the same edition. 2. RESTRICTIONS The Customer shall not, and shall not permit anyone to: (a) copy the Software except for backup purposes; (b) sell, rent, lease, lend, sublicense, distribute or offer the Software as a service to third parties; (c) modify, translate, decompile, disassemble or reverse engineer the Software or its licensing mechanism, except to the extent expressly permitted by law; (d) remove or alter any proprietary notices, branding or support information of OpenIT; (e) bypass, disable or tamper with the licence key, user or asset limits; or (f) use the Software in breach of any law. 3. OWNERSHIP The Software, its source code, documentation, designs and all intellectual property rights in them are and remain the property of OpenIT Tally Limited and its licensors. The Customer receives a licence to use, not ownership. Third-party open-source components included with the Software (such as Python, Flask, Bootstrap, Chart.js and Node.js) are licensed under their own terms, which are reproduced in the THIRD-PARTY-NOTICES file. 4. CUSTOMER DATA 4.1 All data the Customer enters into the Software ("Customer Data") belongs to the Customer. OpenIT does not claim any rights in Customer Data. 4.2 Where the Software is installed on the Customer's own computers, the Customer is responsible for securing those computers, for user access and passwords, and for keeping regular backups of Customer Data in a separate location. The Software includes backup tools for this purpose. 4.3 Where OpenIT provides support, OpenIT may access Customer Data only to the extent necessary to provide that support and shall keep it confidential and process it in accordance with the Data Protection Act, 2019 (Kenya). 5. SUPPORT, MAINTENANCE AND UPDATES 5.1 Support and maintenance are provided while the Customer has an active Support & Maintenance Plan, as shown on the licence key ("support until" date). The plan includes help by telephone, email, WhatsApp and remote session during business hours (Monday to Friday 8:00 to 17:00 and Saturday 9:00 to 13:00 East Africa Time, excluding public holidays), software updates and fixes, compatibility updates for new TallyPrime releases, and assistance with data recovery. 5.2 On-site visits, data entry, migration of legacy registers, customisation and training beyond the initial hand-over are chargeable separately unless included in the Customer's quotation. 5.3 If the plan lapses, the Software continues to work until the licence expiry date, but updates and support are not provided until the plan is renewed. Renewal after a lapse may attract a reinstatement fee. 6. TALLY INTEGRATION The Software exchanges data with TallyPrime, a product of Tally Solutions Pvt. Ltd., which must be separately licensed by the Customer. OpenIT is not responsible for the availability, behaviour or licensing of TallyPrime. The Customer should test the integration on a copy of its Tally company before connecting it to live books and remains responsible for reviewing the accounting entries posted. 7. ACCOUNTING AND TAX FIGURES The Software calculates depreciation, revaluations, gains and losses and tax wear and tear allowances using the methods, rates and settings chosen by the Customer. Default rates are provided for convenience only. These figures do not constitute accounting, tax or legal advice; the Customer and its accountants and tax advisers remain responsible for confirming that methods and rates comply with IFRS, the Income Tax Act (Cap. 470) and any other applicable requirements. 8. WARRANTY 8.1 OpenIT warrants that, for ninety (90) days from delivery of a paid licence, the Software will perform substantially as described in its documentation. The Customer's sole remedy for breach of this warranty is for OpenIT to correct the defect or, if it cannot, to refund the licence fee paid for the defective Software. 8.2 Except as stated in clause 8.1, and to the extent permitted by law, the Software is provided "as is" and OpenIT disclaims all other warranties, express or implied, including merchantability and fitness for a particular purpose. OpenIT does not warrant that the Software will be uninterrupted or error-free. 9. LIMITATION OF LIABILITY To the extent permitted by law, OpenIT shall not be liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill, arising out of or in connection with the Software. OpenIT's total liability under this Agreement shall not exceed the licence and support fees paid by the Customer in the twelve (12) months before the event giving rise to the claim. 10. TERM AND TERMINATION This Agreement continues until the licence expires or is terminated. OpenIT may terminate it by written notice if the Customer materially breaches it and fails to remedy the breach within thirty (30) days of notice. On termination the Customer shall stop using the Software, but may first export its data using the Software's export and backup tools, and OpenIT will on request provide reasonable assistance to do so. 11. CONFIDENTIALITY Each party shall keep confidential the other's non-public information received under this Agreement, including the Software, pricing and Customer Data, and use it only for the purposes of this Agreement. 12. GENERAL 12.1 This Agreement, together with OpenIT's quotation or invoice, is the entire agreement between the parties about the Software. 12.2 This Agreement is governed by the laws of the Republic of Kenya. The parties shall first try to settle any dispute amicably; failing which, the dispute shall be referred to the courts of Kenya at Nairobi. 12.3 If any provision is held unenforceable, the remaining provisions continue in effect. 12.4 OpenIT may update these terms for future versions of the Software; the version accepted when a licence is installed governs that licence. (c) OpenIT Tally Limited. All rights reserved. ...Innovate ...Deliver ...Achieve