Software Licence Terms and Conditions

In this Agreement, unless the context requires otherwise:

In this Agreement: (a) headings are for convenience only and do not affect interpretation; (b) “including” and “include” mean “including without limitation”; (c) the singular includes the plural and the plural the singular; (d) a reference to a statute includes any amendment, re-enactment or replacement of it and any rules made under it; (e) “writing” includes email; and (f) a reference to a clause or Schedule is to a clause of, or a Schedule to, these Terms and Conditions.

This Agreement is a legally binding contract between the Licensor and the Customer. The Customer accepts it, and it takes effect, on the earliest of:

The individual who accepts this Agreement confirms that he or she is authorised to bind the Customer. If that individual is not so authorised, or the Customer does not agree to this Agreement, the Software must not be installed or used.

The parties agree that this Agreement may be concluded and recorded electronically, and that it is valid and enforceable under section 10A of the Information Technology Act, 2000 and the Indian Contract Act, 1872.

The Software is supplied for business use only. By accepting this Agreement the Customer confirms that it acquires the Software for the purposes of its business.

If the documents that make up this Agreement conflict, the following order of precedence applies: (a) terms expressly agreed in an Order Form signed by both parties; (b) clauses 1 to 27 of these Terms and Conditions; (c) the Schedules; and (d) the Documentation. Pre-printed terms on a purchase order or other document issued by the Customer have no effect.

Grant. Subject to the Customer’s compliance with this Agreement and, except during a Trial, payment of the Licence Fee, the Licensor grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to install and use the Licensed Versions on computers up to the Licensed Capacity, solely for the internal business operations of the Customer and its Group Companies.

Duration. Once the Licence Fee has been paid in full, the licence of each Licensed Version is perpetual, subject to termination under clause 19. A Trial licence ends as provided in clause 4.

Licensed Versions. The “Licensed Versions” are (a) the version of the Software that the Customer first Activates on payment of the Licence Fee, and (b) every Update released by the Licensor while an AMC Period is in force. An Update released after an AMC Period has ended forms part of the licence only when the AMC has been renewed in accordance with clause 6.

Licensed Capacity. Each Server PC and each Operator PC must be Activated with its own Licence Number. Within the Licensed Capacity, the Customer may create any number of Authorised User accounts and any number of company records for the Customer and its Group Companies. The Software must not be used to keep the records of any other person, whether as a bureau, an outsourced accounting service or otherwise.

Moving a licence. The Customer may move a licence to a replacement computer by asking the Licensor to release it from the old computer, which the Licensor shall not unreasonably refuse. The Software may allow the old computer to continue working for a short transition period while the licence moves.

Additional capacity. Additional Server PCs or Operator PCs may be licensed by a further Order Form at the Licensor’s then-current prices.

Copies. The Customer may keep copies of the installer and of the Customer Data for backup and disaster-recovery purposes only.

Reservation of rights. The Software is licensed, not sold. All rights not expressly granted to the Customer in this Agreement are reserved by the Licensor.

Availability. The Licensor may, at its discretion, offer a Free Trial of the Software for the Trial Period, for the sole purpose of evaluating the Software. The Licensor may change, suspend or withdraw the offer of a Free Trial at any time, without affecting a Trial that has already started.

Registration. To start a Trial, the Customer must register its organisation with accurate and complete details and confirm its email address with the one-time code sent to it.

One Trial per organisation. Only one Trial is available to each organisation. To prevent repeated Trials, the Licensor records one-way hashed forms of the registered email address and of identifiers of the computers used, and may refuse a Trial where any of them has already been used for a Trial, as described in the Privacy Policy.

Conditions of use. During a Trial:

End of the Trial. At the end of the Trial Period the Software becomes read-only, as stated at item B2 of the Particulars: the Customer may continue to open, view, print and export the Trial Data, but may not add, change or delete any data, until a licence is purchased.

No deletion. The Software does not delete Trial Data at or after the end of a Trial. The Trial Data remains on the Customer’s computers and under the Customer’s control, and the Customer remains responsible for keeping any records that it is required by law to retain, including tax invoices and books of account.

Licensor’s records. The Licensor may delete its own records of a Trial that was not converted into a paid licence, such as the organisation account on the Licence Server, as described in the Privacy Policy. This does not affect the Trial Data on the Customer’s computers, which remains available read-only.

Conversion. If the Customer purchases a licence, the Trial converts into a paid licence, the read-only restriction is lifted and the Customer continues with all Trial Data.

Fees. The Customer shall pay the Fees stated in the Order Form, namely:

Taxes. All Fees are exclusive of goods and services tax and of any other tax, duty or levy, which the Customer shall pay in addition at the applicable rate. The Licensor shall issue a tax invoice in accordance with applicable law.

Tax deducted at source. Where the Customer is required by law to deduct tax at source from a payment, it shall deposit the tax within the prescribed time and furnish the Licensor with the corresponding certificate within the time required by law. If the certificate is not furnished, the Customer shall pay the Licensor an amount equal to the tax deducted.

Payment. Unless the Order Form states otherwise, Fees are payable in advance, in Indian Rupees, by the methods of payment offered on the Website or in the Order Form. A licence is Activated, and an AMC Period begins or is renewed, only on receipt of cleared funds.

Late payment. If an amount is not paid when due, the Licensor may, after giving the Customer at least fifteen (15) days’ written notice, withhold Activation, suspend the AMC and, where the Licence Fee is unpaid, suspend the licence until payment is received. Where the Licensor is registered as a micro or small enterprise, interest on late payment is payable as provided in the Micro, Small and Medium Enterprises Development Act, 2006.

Price changes. The Licensor may change its prices for new Order Forms at any time, and may change the AMC Fee for a renewal by giving at least thirty (30) days’ notice before the end of the current AMC Period.

No set-off. The Customer shall pay the Fees without set-off, counterclaim or deduction, except as required by law.

Unless the Order Form states otherwise, the first AMC Period begins on the Activation of the Customer’s first paid licence, with maintenance included free for its first twelve months, unless the Order Form expressly states otherwise. Each later AMC Period begins on the expiry of the previous one, on payment of the AMC Fee.

During each AMC Period the Licensor shall provide the Updates and support described in Schedule 1.

If the AMC is not renewed, the Software continues to work with the Licensed Versions and the Customer keeps its perpetual licence of them. The Customer does not receive Updates released after the end of the last AMC Period, and support is available only at the Licensor’s discretion and at its then-current charges.

To renew an AMC that has lapsed, the Licensor may require the Customer to pay the AMC Fee for the period since the end of the last AMC Period, in addition to the AMC Fee for the new AMC Period.

Automatic update service. The Software includes a service that checks periodically for Updates from the Licensor’s distribution service. It accepts only Updates that carry the Licensor’s digital signature.

Safeguards. Before installing an Update, the Software makes a backup of the Customer Data and a copy of the installed program. After installation it checks that the Software is working and, if the checks fail, restores the previous program and, where needed, the backup.

Timing. The Customer’s administrators may install an Update at once or schedule it for a later time. If an Update is not scheduled, the Software may install it automatically outside normal working hours while it is not in use. The Software is unavailable, and open screens are closed, while an Update is being installed.

Operator PCs. Every Operator PC must run the same version of the Software as its Server PC. An Operator PC that runs a different version prompts for, and may require, the matching version before it can be used.

Consent. The Customer consents to the download and installation of Updates as described in this clause 7. The Licensor may keep an organisation at a particular version, for example for compatibility, and an Update to which the Customer is not entitled under clause 3.3 is not installed.

Changes. An Update may add, change or remove features. The Licensor shall not, by an Update, remove a core function of the Software on which the Customer relies without giving reasonable notice or providing a reasonable alternative.

The Software connects to the Licence Server when it is Activated and from time to time afterwards, to verify and renew the licence. In doing so it sends the information described in the Privacy Policy, which includes the Licence Numbers, one-way hashed identifiers of each computer, the name of the computer, the version of the Software, the IP address, and the number of companies, user accounts and connected Operator PCs. It does not send the Customer’s business records.

A paid licence continues to work while the Licence Server cannot be reached, and is renewed when the connection returns.

Where the Software was installed before the Licence Server was introduced, it may also send the names of the companies configured in it and the dates of its earliest records, so that the Licensor can link the installation to the Customer.

The Customer shall not, and shall not permit any person to:

If the Licensor reasonably believes that the Software is being used beyond the Licensed Capacity or otherwise in breach of this Agreement, it may block the computers concerned or suspend the Licence Record, giving notice where practicable, until the matter is resolved.

Except as expressly permitted by this Agreement, or by law or by the licence of a Third-Party Component to the extent that the permission cannot be excluded, the Customer shall not:

The Customer shall ensure that its Authorised Users comply with this Agreement, and is responsible for their acts and omissions.

Third-Party Components. The Software includes Third-Party Components, which are listed with their licences in the third-party notices supplied with the Software. Each Third-Party Component is licensed under its own terms, and nothing in this Agreement restricts any right that those terms grant, including any right to replace or modify a library licensed under the GNU Lesser General Public License.

Third-Party Services. At the Customer’s option, the Software can connect to services operated by others, including email (SMTP) providers, WhatsApp and SMS messaging providers, Microsoft OneDrive and other cloud storage, remote-access relay services, and payment and UPI services. The use of a Third-Party Service is subject to its provider’s terms and charges. The Customer is responsible for its own accounts, credentials and content on those services and for any registration required by law, such as the registration of commercial SMS senders and templates.

No responsibility. The Licensor does not control, and is not responsible for, any Third-Party Service, including its availability, security, changes or withdrawal. Remote-access relay services in particular are provided by third parties on a best-effort basis and may be interrupted without notice.

Ownership. As between the parties, the Customer owns the Customer Data. The Licensor acquires no right in it, except the limited right to access and use it to provide support at the Customer’s request.

Location. The Customer Data is stored on the Customer’s own computers, in the folders that the Customer chooses. The Licensor does not host the Customer Data and does not receive it, except data that the Customer chooses to send or show to the Licensor for support and the information described in clause 8.

Backups. The Customer is responsible for backing up the Customer Data regularly, for keeping at least one recent copy on separate media or in a separate location, and for testing periodically that its backups can be restored. The backup features of the Software assist the Customer but do not replace its own backup procedures. The Customer is responsible for meeting any statutory requirement that applies to it for the backup of its books of account.

Computers and network. The Customer is responsible for providing and maintaining suitable computers, a licensed and supported version of Microsoft Windows, its network and Internet connection, security software and a stable power supply, as described in the Documentation.

Accounts and access. The Customer is responsible for creating and managing Authorised User accounts and their permissions, for keeping passwords, and in particular administrator passwords, confidential, and for all activity under its accounts. The Customer shall notify the Licensor promptly of any unauthorised use of its Licence Numbers or organisation account.

Accuracy. The Customer is responsible for the accuracy and completeness of the data that it enters, including masters, tax rates and classifications, prices, formulae, specifications and opening balances, and for checking the documents and reports produced from them.

Lawful use. The Customer is responsible for complying with all laws that apply to its use of the Software and to the Customer Data, including the laws on the protection of the Personal Data of its employees, customers, suppliers and other individuals, on the retention of records, and on commercial communications.

To resolve a support request the Licensor may need to connect to the Customer’s computers by remote session, or to receive screenshots, logs, diagnostic files or copies of Customer Data. The Licensor shall do so only with the Customer’s permission, given or confirmed for the request concerned, and only to the extent necessary for that request.

Where, in doing so, the Licensor processes Personal Data contained in the Customer Data on the Customer’s behalf, the Customer is the Data Fiduciary and the Licensor is its Data Processor, and the data processing terms in Schedule 3 apply.

The Licensor processes the Personal Data that it collects for its own purposes, such as registration, licensing, billing and communication, in accordance with the Privacy Policy. The Customer shall make the Privacy Policy available to the Authorised Users whose Personal Data it provides to the Licensor.

No professional advice. The Software is a tool to help the Customer record and manage its business information. Neither the Software nor the Licensor provides tax, accounting, legal, engineering, safety or regulatory advice, which the Customer should obtain from qualified professionals.

Goods and services tax. The Software prepares tax invoices, registers and reports from the Customer’s data and settings. The Customer is responsible for checking every document and return before it is issued or filed, and for the correctness of tax rates, classifications, place of supply, valuation and filings. The Licensor is not liable for any tax, interest or penalty, or for any loss of input tax credit.

E-invoicing and e-way bills. Unless the Documentation for a Licensed Version expressly states otherwise, the Software does not obtain invoice reference numbers or signed QR codes from the Invoice Registration Portal, and does not generate e-way bills. Where the law requires them, the Customer must obtain them through the government portals or an authorised provider.

Books of account and audit trail. The Software keeps an audit trail of the creation, change and deletion of its accounting records and of the documents that create them, recording for each the user, the date and time, and the values before and after the change. The audit trail cannot be switched off, and its entries cannot be edited or deleted from within the Software. The Customer remains responsible for the security of its computers and databases, for keeping the audit trail for the period required by law, and for satisfying itself, with its auditors, that its use of the Software meets the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 and any other requirement that applies to its books of account.

Safety and quality documents. Material safety data sheets, GHS labels, certificates of analysis, test reports, specifications and similar documents are produced from data entered by the Customer. The Customer, as manufacturer or supplier, is solely responsible for their content and accuracy and for their compliance with applicable law and standards.

Calculations. Costing, price limits, credit limits, stock valuation, planning suggestions and other calculations are aids to the Customer’s own decisions, and the Customer is responsible for checking them before relying on them.

The Software and the Documentation, all intellectual property rights in them, and the name “SAMP ERP” and the Licensor’s logos belong to the Licensor or its licensors. No right is granted to the Customer except the licence in clause 3.

The Licensor may use freely, without any obligation to the Customer, any suggestion or feedback about the Software that the Customer gives it.

The Licensor shall not name the Customer as a customer in its publicity without the Customer’s prior written consent.

Each party shall keep confidential, and use only for the purposes of this Agreement, the confidential information of the other party that it receives. The Licensor’s confidential information includes the non-public parts of the Software, its pricing and the Licence Numbers; the Customer’s includes the Customer Data and its business information.

Clause 15.1 does not apply to information that is or becomes public other than through a breach of this Agreement, that the receiving party already lawfully knew or develops independently, or that it lawfully receives from a third party without restriction. A party may disclose confidential information where required by law or by a competent authority, giving the other party prompt notice where it is lawful to do so.

This clause 15 continues for three (3) years after this Agreement ends and, for Customer Data, without limit of time.

The Licensor warrants that:

If the Customer reports a breach of clause 16.1(b) within the Warranty Period, the Licensor shall, at its option, correct the Defect, provide a reasonable workaround or, if it cannot do either within a reasonable time, accept the termination of the affected licence and refund the Licence Fee paid for it. This is the Customer’s sole remedy for such a breach.

Except as expressly stated in this Agreement, and to the fullest extent permitted by law, the Software is provided “as is”, and the Licensor gives no other warranty, condition or representation, express or implied, including as to merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that the Software will meet the Customer’s requirements. A Trial is provided without any warranty.

The Licensor shall not be liable, whether in contract, tort (including negligence) or otherwise, for:

in each case even if the Licensor was advised of the possibility of that loss.

The Licensor’s total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Fees paid by the Customer to the Licensor in the twelve (12) months immediately preceding the event giving rise to the claim or, in connection with a Trial, one thousand Indian Rupees (INR 1,000).

Nothing in this Agreement limits or excludes liability for fraud or wilful misconduct, or any liability that cannot be limited or excluded by law.

The Customer acknowledges that the Fees reflect the allocation of risk in this clause 17, and that the Licensor would not have entered into this Agreement without it.

The Customer shall indemnify the Licensor against all losses, damages, costs (including reasonable legal costs) and liabilities arising out of any claim by a third party relating to: (a) the Customer Data or its processing at the Customer’s direction; (b) use of the Software in breach of clause 8.4 or clause 9; or (c) the Customer’s breach of applicable law.

The Licensor shall give the Customer prompt notice of any such claim and reasonable cooperation, at the Customer’s cost, in its defence.

This Agreement begins on its acceptance under clause 2.1 and continues until it is terminated in accordance with this clause 19. A Trial ends as provided in clause 4.

The Licensor may terminate this Agreement, or suspend the licence, by written notice to the Customer if:

The Customer may terminate this Agreement at any time by ceasing to use the Software and uninstalling it from all its computers. Fees are refundable only as stated in Schedule 2.

On termination:

For thirty (30) days after termination, other than termination under clause 19.2(b), the Licensor shall on request give reasonable assistance to enable the Customer to obtain a copy of its Customer Data in a commonly used format, subject to payment of any Fees then due.

Clauses 1, 5 (as to amounts due), 9, 11.1, 13, 14, 15, 17, 18, 19.4, 19.5, 25 and 27, and any other provision that by its nature is intended to survive, survive termination.

The Software is delivered electronically. Delivery, cancellations and refunds are governed by the Delivery, Cancellation and Refund Policy in Schedule 2, which is also published on the Website.

The Privacy Policy explains how the Licensor collects and uses Personal Data in connection with the Website, the Free Trial, the Licence Server, billing and support, and how individuals may exercise their rights. Questions and grievances may be sent to the Grievance Officer named at item A8 of the Particulars.

Neither party is liable for a delay or failure in performing its obligations, other than obligations of payment, caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, acts of government, failures of the Internet or of telecommunication networks, power failures, and the failure or withdrawal of third-party platforms or services on which the Software or the Licence Server depends. The affected party shall notify the other party promptly and use reasonable efforts to resume performance.

The Customer shall not assign, transfer or sublicense any of its rights or obligations under this Agreement without the Licensor’s prior written consent, except to a successor to the whole of its business that agrees in writing to be bound by this Agreement, on written notice to the Licensor.

The Licensor may assign this Agreement to a successor to its business relating to the Software, and may use subcontractors to perform its obligations, remaining responsible for them.

Notices under this Agreement shall be in writing and sent by email: to the Customer, at the email address registered in its Licence Record or stated in the Order Form; and to the Licensor, at the email address stated at item A6 of the Particulars. A notice sent by email is deemed received on the next Business Day after it is sent, unless the sender receives a notice of non-delivery.

A notice of a dispute or of legal proceedings shall also be sent by registered post or courier to the registered or principal office of the other party.

Each party shall keep its registered email address up to date.

This Agreement and any dispute or claim arising out of or in connection with it are governed by the laws of India.

The parties shall first attempt to resolve any dispute by good-faith discussion between their senior representatives within thirty (30) days of a written notice of the dispute.

A dispute not so resolved shall be referred to and finally resolved by arbitration before a sole arbitrator appointed by agreement of the parties or, failing agreement, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of the arbitration shall be the city stated at item A10 of the Particulars, the arbitration shall be conducted in English, and the award shall be final and binding on the parties.

Subject to clause 25.3, the courts at the city stated at item A10 of the Particulars have exclusive jurisdiction, including for interim measures under section 9 of the Arbitration and Conciliation Act, 1996. Nothing in this clause prevents the Licensor from seeking urgent injunctive relief from any competent court to protect its intellectual property or confidential information.

The Licensor may revise these Terms and Conditions from time to time by publishing a revised version on the Website, showing its version number and effective date. Where practicable, the Licensor shall also notify customers holding paid licences by email or through the Software.

A revised version applies to a Trial started, or an Order Form accepted, after its effective date. For an existing paid licence, a revision that materially reduces the Customer’s rights applies only from the start of the Customer’s next AMC Period or on the Customer’s acceptance of it, and any other revision applies from its effective date.

No revision withdraws the perpetual licence of a Licensed Version that has already been paid for.

Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior proposals, representations and understandings. Each party confirms that it has not relied on any statement that is not set out in this Agreement.

Amendment. Except as provided in clause 26, this Agreement may be amended only in writing signed or expressly accepted by both parties.

Severability. If any provision of this Agreement is held to be invalid or unenforceable, it shall be enforced to the maximum extent permitted, and the remaining provisions continue in full force.

Waiver. A failure or delay in exercising a right is not a waiver of it.

Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture or employment relationship between them.

Third parties. No person other than the parties has any right to enforce this Agreement.

Electronic records. Records kept electronically by the Licensor, including Licence Server records, emails and records of acceptance, are admissible as evidence of the matters they record, subject to applicable law.

Language. This Agreement is made in English. A translation is for convenience only, and the English version prevails.