Inno Source ERP — Terms of Service

The agreement between Inno Source and a company using the ERP.

The agreement between Inno Source and a company using the ERP.

Who this agreement is between

These terms are between Inno Source, the publisher of the Inno Source ERP system and its related applications and tools ("we", "the provider"), and the company that subscribes to the system ("the customer", "you").

Individual users — employees, managers and administrators — use the system on behalf of the subscribing company and not in their own name. The company is responsible for everything done through the accounts it creates and for the permissions it grants them.

Where a signed subscription contract exists between us and the customer, that contract and its appendices prevail over these terms on any point where the two differ. These terms govern everything the contract does not address.

The subscription, and what happens when it lapses

The subscription begins on the service start date and runs for one contractual month, renewing automatically month by month unless either party notifies the other in writing, at least thirty (30) days before the end of the current month, that it does not wish to renew.

Unless agreed otherwise in writing, the minimum commitment period is twelve (12) months from the service start date. Ending the subscription within that period does not reduce what is owed for it.

The subscription is the price of the system being AVAILABLE to you. It falls due from the service start date even if you have not begun using the system, and it is not reduced because you did not use some modules, branches or user accounts.

When a subscription ends or is suspended, access to the system stops, and the camera-counting software installed at your premises stops counting. Your data is not deleted at that moment: you keep the right to export it as described under "Your data is yours" below.

Your data is yours

The data you enter into the system remains your property.

Each customer's data is held in a separate database schema, logically isolated from every other customer.

When the relationship ends for any reason, and provided all sums due to us have been paid, we will enable you to export your data in a standard readable electronic format within thirty (30) days of the end date. Preparing data in a special or non-standard format is chargeable work and is quoted separately.

Sixty (60) days after the end date we may permanently delete your data from our infrastructure in accordance with our retention practice, unless a longer retention period has been agreed in writing.

We may use data in aggregated and anonymised form to analyse and improve the service. This never discloses your identity, your figures or your trade secrets.

The system is not a substitute for your own records. You remain responsible for keeping your source documents and your statutory books.

Availability, support and maintenance windows

We host the system on secure infrastructure and take regular backups. Backups protect the service; they are not a substitute for your own record keeping, and we are not liable for the loss of data beyond the last sound backup available.

The target availability of the system is ninety-nine per cent (99%) per month. Excluded from that calculation are: planned maintenance; faults in your own network, devices or internet connection; faults at external providers and platforms; force majeure; and any period during which the service is suspended for non-payment.

This is a target, not a penalty-backed guarantee. Falling short of it does not by itself give rise to a penalty, compensation or a right to terminate, unless an extended service level has been separately agreed for an additional fee.

Support is provided during the working days and hours agreed with you, and only through our approved channels. A request sent to an individual employee in a personal capacity is not a support request.

We carry out planned maintenance and try to place it outside working hours. Planned maintenance is not an outage.

Our Service Level and Support policy sets out the severity levels, the target response times, and what support does not cover.

What the customer must not do

You must not copy the system, attempt to decrypt or reverse engineer it, or extract its database or its AI models.

You must not make the system available to a third party, nor operate it for the benefit of another entity, without our prior written permission. One subscription covers one legal entity; additional companies, branches and terminals are priced separately.

You must not use the system for any unlawful purpose, in a way that harms others, to test the security of the system, or to load it beyond ordinary use.

You must not alter or interfere with the system, its database, the software installed at your premises, or the counting cameras and their settings, except through us.

You must keep login credentials confidential and manage your users' permissions. You are responsible for every action taken through your accounts.

Our Acceptable Use Policy sets these obligations out in full, including what happens if they are broken.

Fees, invoicing and late payment

The subscription and any implementation, training or additional-work fees are payable on the dates agreed, without deduction or set-off. Timely payment is a fundamental term.

Amounts are exclusive of value added tax and any other lawful duties, which are added at the rate in force. Any withholding tax deducted at source is evidenced by the statutory certificate.

If payment is late we may, after written notice, suspend access to the system and to the camera-counting module until the arrears and any agreed late-payment charges are settled. A suspension is not a pause: the subscription continues to accrue during it and the suspended period does not extend the term.

Work outside the agreed scope — custom development, new reports, integrations, additional training days, a new product for a counting model, an additional camera or branch — is carried out only under an approved change request and a separate quotation signed before the work begins.

Our Subscription, Cancellation and Refunds policy explains what is and is not refundable.

Ending the agreement

Either party may terminate if the other is in breach of a fundamental obligation and has not remedied it within fifteen (15) days of being notified in writing.

We may terminate immediately and without a cure period if you fail to pay, copy the system or attempt to breach or reverse engineer it, make it available to a third party, use it unlawfully, or enter liquidation or bankruptcy or cease trading.

If you end the subscription before the minimum commitment period expires, the remaining months of that period become due as agreed compensation, calculated on the undiscounted monthly value, and any discount or free period granted falls away.

Termination does not affect a right that arose before it and does not release either party from a financial obligation already due.

The sections on intellectual property, confidentiality, limits of liability, data export and governing law continue to apply after the agreement ends.

Governing law

These terms are governed by and construed in accordance with the laws in force in the Arab Republic of Egypt.

The parties shall first attempt to settle any dispute amicably within fifteen (15) days of one party notifying the other in writing of the subject of the dispute. If an amicable settlement is not reached, jurisdiction lies with the competent Economic Court under Law 120 of 2008, failing which with the courts of Cairo at all their degrees.

The existence of a dispute does not suspend the customer's obligation to pay.

Intellectual property

The system, its source code, its design, its interfaces, its trade marks and logos, its documentation and its AI models, together with every intellectual property right relating to them, remain our exclusive property.

This agreement gives you a temporary right to USE the system for the duration of the subscription and against payment of its price. It transfers no ownership, no perpetual licence and no right to the source code.

Any development, modification, report or model produced for you — even where paid for separately — remains our intellectual property, and you have the right to use it for the duration of the subscription. We may incorporate it into our general product and make it available to other customers, unless agreed otherwise in writing and for separate consideration.

Each party shall respect the other's trade marks and shall not use them beyond what this agreement permits. We may name you and show your logo in our customer list and introductory material only if you have agreed to that, and never with any operational or financial detail.

Confidentiality

Each party shall keep confidential the information it becomes aware of by reason of this agreement and shall not disclose it to a third party, during the term and for three (3) years after it ends. Disclosure required by a competent judicial or regulatory authority is excepted.

Neither party shall, directly or indirectly, employ or engage any of the other party's personnel who took part in performing this agreement, during its term and for twelve (12) months after it ends, except with written consent.

Each party shall notify the other without undue delay of any breach or leak that comes to its knowledge and affects data covered by this agreement.

Limits of liability

Our total liability to you, for any claim whatever its cause or legal basis, does not exceed the total subscription value you actually paid during the three (3) months immediately preceding the event giving rise to the claim. This is a final agreed ceiling.

We are not liable in any event for indirect or consequential loss, including lost profit, business interruption, loss of customers or reputation, government fines, and counting or stocktake differences.

These limits do not apply to your own payment obligations, which remain due in full.

Our Warranties and Limits of Liability policy sets out in full what we do and do not warrant. It is the controlling statement; this section is a summary of it.

Notices and electronic signature

Notices are sent to the addresses and approved email published in these terms or agreed in the subscription contract, and remain effective unless the other party notifies a change in writing.

A notice sent by approved email or through the system is valid and effective from the date it is sent; confirmation of receipt is not required.

The parties accept the evidentiary force, as between them, of electronic correspondence, electronic invoices, electronic signatures and scanned copies, in accordance with Egyptian Law 15 of 2004 regulating electronic signature, unless challenged for forgery by the lawful means.

You accept that the system logs and digital records held by us are evidence of use, availability and notices.

Changes to these terms

We may amend these terms. The amended version is published on this page carrying its version number and effective date, and applies from that effective date onwards.

Where an amendment materially affects your rights or obligations, we notify you through the approved channel before it takes effect, and where these terms require your acceptance the system asks for it again against the new version. Acceptance of an earlier version is never treated as acceptance of a later one.

An amendment does not affect a signed subscription contract, which is amended only by written agreement of both parties.

Language and the governing text

These terms were drafted in Arabic. The Arabic text is the authentic and governing version. The English version is provided as a convenience translation, and where the two differ in meaning the Arabic text alone applies.

How to reach us

Inno Source

Address: Nasr City, Cairo 11371, EG

Email for notices: privacy@innovationsrc.com

Telephone: +201117330111

A notice sent to the address or email published here is effective from the date it is sent.