This Software as a Service Agreement ("Agreement") states the terms and conditions that govern the contractual agreement between Agoysoft (Pvt) Ltd, having its principal place of business at 18, Ramakrishna Avenue, Colombo 06, Sri Lanka ("Service Provider" or "We"), and the Client ("Customer" or "You") who agrees to be bound by this Agreement.

Last Updated: October 2025

By subscribing to or using ApexCloud ERP services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

1. Scope of Services

1.1 Description of Services

ApexCloud provides cloud-based SAAS (Software as a Service) ERP system with the following characteristics:

• Cloud-based Access: Services are accessed over the internet through a web browser. No software installation or maintenance required on your computers or servers.
• Scalability: Highly scalable system that accommodates changes in users, data volume, and business operations as your business grows.
• Automatic Maintenance: We are responsible for fixing bugs, security issues, and adding new features. Updates are applied automatically.
• Flexibility: Customizable to meet your specific business needs, including UI customization, feature additions, and third-party integrations.
• Subscription-based Pricing: Pay monthly or annually—more cost-effective than purchasing software outright with no upfront costs.

1.2 Core Modules (8 Plugins)

Our SAAS services include 8 comprehensive business management plugins:

1. Product Management: Inventory management, new product additions, sales trend tracking
2. Purchase Management: Purchase order management, inventory level tracking
3. Sales Management: Sales order tracking, institutional payments processing, POS system
4. Customer Management: Customer database management, engagement tracking, CRM features
5. SMS Notifications & Promotions: Targeted SMS notifications, promotional campaigns (sent within 3 minutes, max 300 SMS/hour)
6. Staff Management with Payroll: Staff database, payroll information, attendance tracking
7. Accounts with Profit & Loss: Financial transactions, invoices, P&L statements, bank reconciliation, cheque printing
8. Analytical Reports: 15 comprehensive analytical reports providing valuable business insights

1.3 Printer Driver Installation

You are responsible for installing necessary printer drivers for local printers. We may assist with installation upon request, but we are not responsible for printer hardware issues or driver incompatibility.

2. Service Availability and Support

2.1 System Access

• Cloud-based services accessible 24/7 through a web browser
• Access from any location with internet connection and compatible device
• Optimized for Google Chrome web browser for best performance
• May be accessible through other browsers, but performance not guaranteed

2.2 Customer Support Hours

• Business Hours: 8:00 AM - 5:00 PM, Monday to Friday (Sri Lanka Time)
• 24/7 Monitoring: Round-the-clock monitoring for server-side issues and critical bugs
• Response Time: Issues affecting sales or routine activities resolved immediately (ASAP). Other issues resolved within the next working day.
• Contact Channels: Email, phone, WhatsApp, live chat, support ticketing system

2.3 Performance and Uptime

• We strive for high-performance services but cannot guarantee specific response times or 100% uptime
• Performance may be affected by your internet speed, device, and server configuration
• System may be temporarily offline for maintenance or upgrades (advance notice provided when possible)
• We maintain regular backups and implement disaster recovery measures

3. Late Payment Policy

• If payment delayed for more than 1 month, 3 reminder notifications will be sent
• After 3 notifications without payment, system will be suspended
• Credit-based services (SMS, WhatsApp) terminated immediately upon exceeding credit limit
• Suspension continues until all outstanding fees are paid
• We reserve the right to permanently delete data after extended non-payment

4. Customer Obligations

As a customer, you agree to:

• Provide accurate and complete registration information
• Maintain confidentiality of login credentials
• Ensure authorized personnel only access your account
• Follow OTP device registration and security protocols
• Use strong passwords and keep credentials confidential
• Update billing and contact information promptly
• Pay subscription fees on time
• Not hold us responsible for data entered incorrectly by your staff
• Ensure adequate internet connectivity
• Not attempt to reverse engineer or hack the system

5. Data Security and Backup

5.1 Security Measures

• OTP Device Registration: One-time password verification for device registration and sensitive actions
• Encrypted Transmission: Industry-standard encryption protocols for data transmission
• Access Control: Administrator-controlled user access levels and permissions
• Regular Vulnerability Scans: System regularly scanned for security threats
• Breach Notification: Immediate notification and assistance in case of security breach

5.2 Backups and Data Recovery

• Regular automated backups stored on secure servers
• In case of server crash, data restored from most recent backup
• Backups accessible only by authorized personnel
• You retain full ownership of all data entered into the system
• We do not share your data with any third party

5.3 Data Integrity

• We ensure integrity and security of the system infrastructure
• We are NOT responsible for data entered incorrectly by your staff
• Customer responsible for accuracy of data entries

6. Updates and Upgrades

• Regular updates provided to improve functionality, fix bugs, and enhance security
• Compulsory updates: Free of charge to maintain same features
• New features/emerging technologies: Additional charges may apply (communicated in advance)
• We reserve the right to discontinue older versions (ample notice provided)
• You may delay or reschedule upgrades if more time needed
• All upgrades thoroughly tested before release
• Documentation and training materials provided for new features
• Advance notice provided for upgrades and potential disruptions

7. Training and Documentation

• Free Initial Training: Comprehensive training during implementation phase
• Additional Training: 1,500 LKR per hour (cost discussed and agreed beforehand)
• Documentation: Detailed user manuals available online and as PDF downloads
• Regular Updates: Documentation updated to reflect system changes
• Online Resources: FAQs, user forums, support knowledge base
• Personalized Support: Phone or video consultations available for specific issues

8. Intellectual Property Rights

All rights, title, and interest in ApexCloud software, including source code, algorithms, AI models, UI designs, documentation, logos, trademarks, and all plugins/modules are proprietary to Agoysoft (Pvt) Ltd and protected by international intellectual property laws.

9. Limitations of Liability

• We are not responsible for data entered incorrectly by you or your staff
• Performance affected by your internet speed and device is not our responsibility
• We cannot guarantee 100% uptime due to maintenance or external factors
• Not liable for breaches resulting from leaked login credentials by your staff
• Not responsible for printer hardware or driver compatibility issues
• Not liable for losses due to decisions made based on system reports
• Total liability limited to fees paid in the preceding 12 months

10. Service Termination

10.1 Termination by Customer

• Notice Period: 1 month written notice required
• Must pay for the last month of service
• Must clear all pending payments before termination
• No refunds for past services obtained
• Data Export: Readable backup provided in CSV or Excel format
• Data may be permanently deleted after termination

10.2 Termination by Provider

• May suspend service for non-payment after 3 notifications
• May terminate for violation of terms
• Advance payments refunded within 7 days if provider terminates without cause

10.3 Escalation and Exit Procedures

• Dissatisfied customers may escalate to higher management
• Direct complaints to top management accepted
• We will make every effort to resolve complaints promptly
• If continuously disappointed, you may exit with 1 month notice
• Exit plan prepared including data backup in readable format

11. Fee Changes

• We make every effort to maintain stable subscription fees
• In case of significant inflation, fees may be adjusted with 1 month notice
• Third-party service fee changes (domain, SMS, WhatsApp) passed on with 1 month notice
• Changes communicated via SMS, WhatsApp, and email
• Hourly rates for customization may change due to inflation (advance notice provided)

12. Performance Metrics

We monitor the following performance metrics:

• Response Time: Time for system to respond to requests
• Uptime/Downtime: Percentage of time service is available
• Throughput: Amount of data transferred in given time
• Error Rates: Percentage of errors or failures
• User Concurrency: Number of simultaneous users supported

13. Payment Disputes

• Each customer assigned unique identification number for payment tracking
• Use customer ID as remark when making bank payments
• System auto-acknowledges payments made with correct ID
• If ID missed, send scanned deposit slip to official WhatsApp number
• Payment acknowledged within next working day after verification

14. Dispute Resolution

• Disputes first attempted to be resolved amicably through negotiation
• Escalate to management within provider's organization if unresolved
• Complaints to top management accepted within scope of this agreement
• These terms governed by the laws of Sri Lanka
• Courts of Colombo, Sri Lanka have exclusive jurisdiction

15. Entire Agreement

This Software as a Service Agreement, together with our Privacy Policy and Refund Policy, constitutes the entire agreement between you and Agoysoft (Pvt) Ltd regarding the use of ApexCloud services.

📞 Questions or Concerns?

If you have any questions about these Terms and Conditions:

📧 Email: info@agoysoft.com

📞 Office: +94 11 236 1854

📱 Mobile: +94 76 430 8010

💬 WhatsApp: +94 76 430 8010

🌐 Website: agoysoft.com

🏢 Address: 18 Ramakrishna Avenue, Colombo 06, Sri Lanka

AgoySoft Solutions - Powering Sri Lankan businesses with ApexCloud, our AI-driven ERP solution

Visit us at: agoysoft.com