Terms & Condition

1.1. Software – A module that enables the automatic collection, processing, and preparation of reports without human intervention.

1.2. Services – installation and configuration of the Software, consulting on the use of the Software and IT technical support;

1.3. Right to Use Software means the authorization granted to the Client under Service Agreement to use the Software during the term of the Agreement and solely for the purposes specified herein. This right does not constitute a transfer of ownership of the Software and does not entitle the Client to access, modify, reproduce, distribute, or otherwise make the Software available to any third party, nor to use it for commercial purposes beyond those expressly permitted by Service Agreement;

1.4. Web interface – the user interface for accessing the Software via the Internet;

1.5. Software interface – the software installed on a personal computer to use/access the Software service;

1.6.  “Subscription” means a right to use the Software for a defined term;

1.7.  IT Technical Support –  support services include, but are not limited to: account set-up: sign up, accounts; service and software updates; software configuration; performance issues within the Client’s span of control; the Client’s connectivity and the Client’s desktop issues; and service availability issues within the Client’s span of control;

1.8.  Escalation Support means considering provision of  tax advisory and accounting services in relation to the use of the Software;

1.9. Auto-renewal – Subscriptions will be renewed at the end of each period, subject to payment, in accordance with the term specified in Service Agreement;

1.10. Delivery of the right to use the Software means providing the administrative login credentials to the Client, whether by email or in written (paper) form;

1.11. Contractor – An authorized legal entity that provides the right to use the Software and/or support services;

1.12. Client – an individual or legal person that acquires the right to use the Software solely for its own internal business activities;

1.13. “User” – an individual who is created by the Customer’s administrator-privileged user through the Software Web Interface and/or Desktop Interface; identified in the system by an email address and authenticated with a password; and who has the right, under Service Agreement, to access the Software and use it within the scope of the Customer’s instructions.

1.14. Territory – the Republic of Azerbaijan;

1.15. Governing Law – the legislation of the Republic of Azerbaijan governing Service Agreement.

2.1. The Contractor warrants that it has the right to grant the right to use the Software and to provide the Services under Service Agreement.

2.2. The Contractor declares and warrants that the Software provided under Service Agreement is original and free from defects that would impair its functionality or intended purpose.

2.3. The Client declares that, before obtaining the Service, it has reviewed in advance the Service’s functionality, technical capabilities, and information on its use. If, based on the Client’s own assessment, the Service’s functionality does not fully or partially meet its internal business needs, the Contractor shall bear no liability in this regard.

2.4. The Client declares and warrants that it will fully comply with the rules of use, requirements, and terms established by the Contractor and will not engage in any activity that infringes copyright or other intellectual property rights.

2.5. The Client declares that the Contractor may use the fact of the Client’s use of the Service for advertising and marketing purposes. For this purpose, the Contractor may display the Client’s name, logo, and status as a user of the Service on its website, in presentation materials, or in other marketing resources.

3.1. The Contractor undertakes to grant the Client, on the terms specified in Service Agreement, non-exclusive, non-transferable rights to use the Software, to provide the user interfaces necessary for using the Service, and to ensure the provision of the related Services. The Client, in turn, undertakes to accept this right and to make payment under the terms and conditions stipulated in Service Agreement. Under Service Agreement, the Client also obtains the right to use the Software Desktop Interface software intended for using the Service and the right to access the web interface via the Software Web Interface.

3.2. The Client shall use the Software solely for its own business purposes.

3.3. The Client shall be liable for any unlawful use of the Software. Use of the Service for any other purposes, including system abuse, reverse engineering, or other actions of a similar nature, is strictly prohibited and constitutes grounds for the Contractor to immediately suspend the right to use the Service. If the Client uses the Software unlawfully, the Client shall bear full liability for all direct and indirect damages incurred by the Contractor.

4.1. The Client shall make payment for the software services provided under Service Agreement by non-cash means.

4.2. The Contractor shall notify the Client a certain period before the end of the Service term. If the Client fails to make the payment for the next month, the right to use the Software shall be restricted and the provision of the Service shall be suspended.

4.3. The Client may not claim any compensation or make any demands in connection with the suspension of the right to use the Software. The right to use the Software shall be reinstated only after payment has been made.

4.4. After at least 1 (one) year has elapsed from the date the Client begins using the Service on a subscription basis, the Contractor shall have the right to unilaterally increase the service fee established under appropriate clause of Service Agreement, but by no more than _%. Before such increase takes effect, the Contractor must notify the Client in writing at least 30 (thirty) calendar days in advance.

5.1. The Contractor undertakes to provide the Client with 24/7 online technical support during the term of Service Agreement in order to resolve technical issues arising in connection with the use of the Software.  Technical support is provided through the following channels: email, an online request/ticketing system, and/or other electronic communication means.

5.2. Within the scope of technical support, the Contractor shall provide methodological and technical assistance related to the functionality of the Software and ensure responses to the Client’s inquiries regarding the proper use of the Software.

5.3. Technical support does not apply to malfunctions caused by the Client’s use of the Software in violation of the terms of Service Agreement, interference by third parties, or other circumstances beyond the Contractor’s responsibility.

6.1. The user manuals, methodological guidelines, and other related documents for the Service provided to the Client are made available to the Client online via the IDRIS system, and the Client may use these documents for the purpose of using the Service.

6.2. The Software and any related documentation are provided on an “as is” and “as available” basis, without any express or implied warranties. All risks arising from the use or operation of the Software based on the data entered by the Client – including the incorrect preparation of tax reports and any resulting additional tax amounts or financial sanctions imposed by the tax authorities – shall be borne solely by the Client.

6.3. The Software provided under Service Agreement is a standard product, and the Client acknowledges that no software is free from defects under all circumstances or in all combinations.

6.4.  If any reproducible error or defect is detected or should be detected in the Software, the Client shall promptly notify the Contractor in writing and precisely identify such error or defect.

6.5. The Contractor shall use its best efforts to remedy any reproducible errors or defects in the latest version of the Software.

6.6. The Client shall be solely responsible for backing up all data, configurations, and settings stored in the Software.

6.7. The Contractor shall ensure the uninterrupted operation of the Software during the term of Service Agreement and undertakes to maintain 99.9% uptime of the Software. This indicator excludes the Contractor’s pre-announced scheduled maintenance works and force majeure events.

6.8. The Client shall ensure that the Desktop Application is installed in accordance with the technical instructions and guidelines provided by the Contractor and that it operates without interruption.

6.9. The Contractor shall monitor changes in applicable laws and regulations and shall implement the required updates to the Software’s functionality within no later than 1 (one) month.

6.10. The Software may be used by the Client only within the territory of the Republic of Azerbaijan. The Contractor ensures the functionality of the Software and the Service only within the territory of the Republic of Azerbaijan.

6.11.  Upon expiration of the Service term or if the Client discontinues use of the Service, the Client may independently retrieve its data from the System or may contact the Contractor’s technical support to retrieve the data.

6.12.  In the event the Service term expires or the Service is suspended, after the Client’s data has been extracted from the System, the Client’s data shall be deleted from the Contractor’s systems within one month.

7.1. The Client may designate up to 2 Users authorized to use the Software. If the number of Users exceeds the stated limit, the Client shall, in addition to the standard service fee, pay a separate fee for each additional User.

7.2. The Client’s Administrator-privileged user is specified in the Questionnaire attached to Service Agreement, and such administrator is authorized to create and manage other users (up to 2 in total, including the administrator) via the Software Web Interface or the Desktop Interface.

7.3. The Client’s users are identified in the system by a username formed based on an email address and are authenticated via a password. Ownership of these user accounts and all data related to them belongs to the Contractor.

8.1. The Contractor shall ensure the initial installation of the Software and provide instructions for its use.

8.2. The Contractor shall be considered the Client’s primary point of contact for all matters related to the Software, including technical support.

8.3. The Contractor shall provide IT technical support services to the Client on an unlimited basis, online as may be required.

8.4. To receive technical support, the Client’s User must create a support request (ticket) using the relevant functionality within the Service’s user interfaces.

8.5. The Contractor shall provide an initial response to the support request no later than 1 (one) hour. The Contractor shall provide the methodological support requested in the ticket no later than 2 (two) business days. The Contractor shall eliminate the software errors indicated in the ticket no later than 5 (five) business days.

8.6. The Contractor shall use all reasonable efforts to ensure the continuous development of the Software, including the resolution of technical issues and inconsistencies, and shall have the right, at its discretion, to make changes to the Software.

9.1. All intellectual property rights in the Software shall remain solely with the Contractor. The Client is granted only the right to use the Software and is not granted ownership rights.

9.2. The Contractor retains and protects all rights, title, and interests in the Software, including its updates, documentation, and all contained data, as well as all intellectual property rights related to the Software, including copyrights, trademarks, and other intellectual property rights.

9.3. If the Contractor’s intellectual property rights are infringed, the Contractor shall have the right to terminate this Agreement immediately, stating the reason.

10.1. All information disclosed, provided, or communicated by either Party to the other Party in connection with or as a result of the performance of Service Agreement (whether orally or in writing) shall be considered Confidential Information (hereinafter, “Confidential Information”). The Parties may use such Confidential Information solely for the purpose of performing their obligations under Service Agreement.

10.2. For the entire term of Service Agreement and for a period of 5 calendar years thereafter, the Parties shall ensure the strict confidentiality of the Confidential Information and shall not disclose it to any third parties without the prior written consent of the other Party, except to employees and contractors who require access to such Confidential Information to perform their duties.

10.3. The Receiving Party shall not be prevented from disclosing Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that the Receiving Party, to the extent possible, has first given prior written notice to the Disclosing Party and made reasonable effort to protect the Confidential Information in connection with such disclosure.

10.4. In the event of termination or expiration of Service Agreement, the Parties shall be obligated to promptly and fully return or destroy all Confidential Information belonging to the other Party.

11.1. The Parties shall be released from liability for the partial or total non-performance of their obligations under Service Agreement if such non-performance results from force majeure or extraordinary and unavoidable circumstances beyond their control.

For the purposes of Service Agreement, the concept of force majeure shall include the following:

·         unavoidable natural disasters (fires, floods, earthquakes, etc.);

·         extraordinary public events (military operations, epidemics, strikes, etc.);

·         prohibitive decisions of governmental authorities;

·         other circumstances beyond the control of the Parties.

11.2. A Party affected by force majeure and, as a result, unable to perform its obligations under service Agreement shall notify the other Party in writing no later than 7 (seven) business days from the occurrence of such circumstances. Failure to provide timely notice of the force majeure event shall deprive the affected Party of the right to invoke such circumstances to seek exemption from liability.

12.1. Service Agreement is of indefinite duration and may be amended or withdrawn by the Contractor at any time. Failure by the Client to make payment within the specified period shall result in the suspension of the Services under Service Agreement.

12.2.  If the Client fails to comply with any terms or provisions of Service Agreement, the Contractor may, stating the reason, immediately terminate the Client’s right to use the Software.

12.3.  Termination of the Agreement for any reason shall not release the Parties from obligations accrued and outstanding as of the date of termination, and the Client shall, in any case, pay the service fees for the services rendered by the Contractor up to the date of termination.

13.1. Malfunctions arising due to the fault of the Client or the actions of third parties invited by the Client shall be rectified at the Client’s expense.

13.2. The Contractor shall not be liable for any breaches of the security of the Client’s servers on which the Software is hosted, provided that such breaches do not arise directly from causes attributable to the Contractor.

13.3. The Contractor shall not be liable for malfunctions arising from the Software that has not been modified by the Contractor.

13.4. In connection with any claim for compensation arising from the provision of Services under Service Agreement, the Contractor’s liability shall be limited to the actual damages caused by the Contractor’s negligence or willful, unlawful acts.

13.5. In any case, the Contractor shall not be liable for indirect damages, including loss of profit, lost benefits, or the like.

14.1.  Service Agreement shall be governed by the legislation of the Republic of Azerbaijan.

14.2. The Parties shall endeavor to resolve any disputes arising out of or in connection with Service Agreement through negotiations.  If the Parties fail to reach a mutual agreement, any dispute shall be resolved by the competent court of the Republic of Azerbaijan in accordance with the legislation of the Republic of Azerbaijan. The place of performance of this Agreement shall be the city of Baku.

15.1. The Parties shall be liable for maintaining the confidentiality of all information related to Service Agreement, provided that no other provisions are established under the applicable law.

15.2.  Any amendments or modifications to Service Agreement shall have legal effect only if made in writing and signed by both Parties.

15.3.  The invalidity of any provision of Service Agreement, including any arising from the adoption of a new legislative act, shall not affect the validity of the other provisions or the Agreement as a whole.

15.4. Service Agreement has been executed in two copies, with each Party receiving one copy. Both copies shall have equal legal force. In the event of any discrepancy between the two language versions, the Azerbaijani version of the Contract shall prevail.

15.5.  Relations not regulated by Service Agreement shall be governed by the Civil Code of the Republic of Azerbaijan and other applicable legislative acts.