Chat


AxantaERP - Terms and Conditions

Last Updated: June 17, 2025

Introduction

By subscribing to the Axanta services (the “Services”) provided by DIGI PRO FOR SOFTWARE ANALYSIS, Kuwait and its affiliates (collectively, “Axanta”) in relation with Axanta Proprietary Edition (the “Software”), hosted on Axanta’s Cloud platforms (the “Cloud Platform”) or on-premises (“Self-Hosting”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

IMPORTANT NOTICE: INCORPORATION INTO SERVICE AGREEMENT

These Terms and Conditions ("Terms") are a legally binding agreement. The provision of specific IT products or Services by AxantaERP is primarily governed by a detailed written Contract Proposal, Master Services Agreement ("MSA"), and/or one or more Statement(s) of Work ("SOW") (collectively, your "Service Agreement"), which will be provided to you and must be executed by both parties. These online Terms are expressly incorporated by reference into your Service Agreement. A link to these Terms will be provided within your Service Agreement or associated documentation. By executing the Service Agreement (e.g., signing the Contract Proposal or SOW), you, the Client, acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, in addition to the specific terms of your Service Agreement. In the event of any conflict between these online Terms and the terms of your executed Service Agreement, the terms of the executed Service Agreement shall prevail.

1. Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

2. Acceptance and Modification of Terms

  • Acceptance of Terms for Services: Your execution (e.g., signature) of a Contract Proposal, Master Services Agreement (MSA), or Statement of Work (SOW) provided by AxantaERP, which references or incorporates these Terms, constitutes your unconditional acceptance of these Terms as part of your binding agreement with AxantaERP for the provision of Services.
  • Acceptance of Terms for AxantaERP Platform Use: Access to or use of the AxantaERP Platform for purposes other than reviewing these Terms prior to engagement, constitutes your acceptance of these Terms as they apply to the use of the AxantaERP Platform itself.
  • Modification: We reserve the right to modify these Terms at any time. We will indicate changes by updating the "Last Updated" date at the top of these Terms. For Clients with an active Service Agreement, material changes to these Terms will be communicated to you (e.g., via email or notification through the AxantaERP Platform). Your continued use of the Services or the AxantaERP Platform after any such changes take effect constitutes your acceptance of the new Terms. We encourage you to review these Terms periodically.

3. Definitions

(Specific definitions relevant to particular Services will be detailed in the applicable MSA or SOW).

  • User: Any user account indicated as active in the Software, with access to creation and/or edition mode. Deactivated user accounts are not counted as Users.
  • App: An “App” is a specialized group of features available for installation in the Software.
  • Axanta Partner: An Axanta Partner is a third-party company or individual, chosen by the Customer, and working with the Customer for their AxantaERP related services. The Customer can decide at any time to work with a different Partner, or to work with Axanta directly (subject to prior notice).
  • Bug: Is considered a Bug any failure of the Software or Customization that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Axanta (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).
  • Customization: Refers to any modification or adaptation of the standard software (for which the Customer chooses to pay a maintenance fee in order to get support, upgrade and bug fixing services) to meet the specific requirements of the Client, including but not limited to changes in features, functionality, user interface, integrations, and reporting.
  • Subscription Plan: A Subscription Plan defines a set of Apps, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.
  • Client: Refers to any individual or entity that enters into a Service Agreement with AxantaERP for the provision of Services.
  • Provider: Refers to AxantaERP.
  • Intellectual Property Rights: Means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
  • Statement of Work" (SOW): Means a document executed by both Parties that describes the specific Services to be provided by AxantaERP to the Client, including deliverables, timelines, pricing, and acceptance criteria, and which forms part of the Service Agreement.
  • AxantaERP Platform: Refers to AxantaERP's informational website (e.g., www.axantaerp.com) and any AxantaERP client portal or other online platform provided by AxantaERP for Client access related to the Services.
  • Subscription: Means the limited-term, fee-based, and conditional right granted by the Provider to the Customer to access and use the Service, as further detailed in this Agreement. A Subscription is a service-based offering and includes the following components and limitations:
  • Grant of Rights: The Subscription grants the Customer and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the functionalities of the hosted ERP software platform (the "Service") solely for the Customer's internal business operations and in accordance with the usage limits and tiers specified in the applicable Order Form.
  • Included Services: The Subscription includes the provision of ongoing hosting (Conditional), maintenance, standard support services, and the delivery of updates, enhancements, and new features to the Service as and when they are made commercially available by the Provider at its sole discretion.
  • No Transfer of Ownership: It is expressly understood that a Subscription is a service arrangement and not a sale of software. This Agreement does not grant or transfer to the Customer any right, title, or interest in or to the Service, the underlying software, documentation, or any of the Provider’s Intellectual Property Rights. The Customer is not granted a license to receive, install, copy, or use the software on any system outside of the access provided by the Provider. All rights not expressly granted to the Customer are reserved by the Provider.
  • Conditionality: The continuation of the Subscription is strictly conditional upon the Customer’s timely payment of all applicable Subscription Fees and its continuous and full compliance with all terms, conditions, and policies set forth in this Agreement. Any breach of these terms may result in the immediate suspension or termination of the Subscription.
  • Standard Modules of Axanta: As defined in writing at the end of the document.

4. AxantaERP Platform Use

  • Permitted Use: You are granted a non-exclusive, non-transferable, revocable license to access and use the AxantaERP Platform strictly in accordance with these Terms. You may use the AxantaERP Platform for informational purposes, to manage your account (if applicable), and as a means to engage with AxantaERP regarding its Services.
  • Prohibited Activities: You agree not to:
  • Use the AxantaERP Platform in any way that violates any applicable local, national, or international law or regulation.
  • Engage in any activity that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable in connection with the AxantaERP Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the AxantaERP Platform.
  • Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the AxantaERP Platform, the server on which the AxantaERP Platform is stored, or any server, computer, or database connected to the AxantaERP Platform.
  • Copy, modify, distribute, sell, or lease any part of our AxantaERP Platform or its content, nor may you reverse engineer or attempt to extract the source code of the AxantaERP Platform software, unless laws prohibit these restrictions or you have our written permission.
  • Intellectual Property Notice (AxantaERP Platform Content): The content on the AxantaERP Platform, including text, graphics, logos, images, as well as the compilation thereof, and any software used on the AxantaERP Platform, is the property of AxantaERP or its suppliers and protected by copyright, trademark, and other intellectual property laws. You agree to observe and abide by all copyright and other proprietary notices.
  • Disclaimers of Warranties (AxantaERP Platform): The AxantaERP Platform and its content are provided "as is" and "as available" without any warranties of any kind, express or implied. AxantaERP does not warrant that the AxantaERP Platform will be uninterrupted, error-free, accurate, complete, timely, or secure. To the fullest extent permitted by law, AxantaERP disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement, with respect to the AxantaERP Platform.AXANTAERP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
  • Limitation of Liability (AxantaERP Platform Use): To the fullest extent permitted by applicable law, AxantaERP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from 
    • (a) your access to or use of or inability to access or use the AxantaERP Platform; 
    • (b) any conduct or content of any third party on the AxantaERP Platform; or 
    • (c) unauthorized access, use, or alteration of your transmissions or content via the AxantaERP Platform, even if AxantaERP has been advised of the possibility of such damages.
  • Links to Third-Party Sites: The AxantaERP Platform may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of AxantaERP, and AxantaERP is not responsible for the contents of any Linked Site. AxantaERP is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by AxantaERP of the site or any association with its operators.

5. Access to the Software

The Customer can use the Software hosted on the Cloud Platform or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by Axanta and accessed remotely by the Customer. With the Self-Hosting option, the Customer instead hosts the Software on computer systems of their choice, that are not under the control of Axanta.

For the duration of this Agreement, Axanta gives the Customer a non-exclusive, non-transferable license to use (execute, modify, execute after modification) the software. The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Axanta Proprietary Edition usage and collects statistics for that purpose, including but not limited to the running of an instance, the number of Users, the installed Apps.

Upon expiration or termination of this Agreement, this license is revoked immediately, and the Customer agrees to stop using the Axanta Proprietary Edition software and the Cloud Platform. Should the Customer breach the terms of this section, the Customer agrees to pay Axanta an extra fee equal to 300% of the subscription value.

6. Services

6.1 Bug Fixing Service

For the duration of this Agreement, Axanta commits to making all reasonable efforts to remedy any Bug of the Software and Customization submitted by the Customer through the appropriate channel (typically, sending email to support@axantaerp.com, or when working with an Axanta Partner, the channel provided by the partner). As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer. Both parties acknowledge that as specified in the license of the Software and in the Limitation of Liability section of this Agreement, Axanta cannot be held liable for Bugs in the Software.

6.2 Support Services

  • Scope: For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 6.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software. Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Axanta.
  • Availability: Tickets can be submitted via sending email to support@axantaerp.com, or when working with an Axanta Partner, the channel provided by the partner, subject to local opening hours.

6.3 Scope of Services and Statement of Work (SOW)

  • Defined Scope: The scope of any project or Services provided by AxantaERP shall be precisely defined in a separate SOW, duly signed by both the Client and AxantaERP. Any services outside this defined scope shall be considered additional and subject to a separate agreement and charges.
  • SOW Content: Each SOW shall include, at a minimum: 
    • a. Detailed descriptions of the Services and deliverables. 
    • b. Specific and objective acceptance criteria for each deliverable. 
    • c. Project timelines and milestones. 
    • d. Pricing and payment schedules specific to that SOW. 
    • e. Identified Client responsibilities and dependencies. 
    • f. Any project-specific assumptions.
  • Exclusions: any service not mentioned in the SOW is Automatically Excluded.
  • Feasibility of Additional Requirements: Any requirements beyond the defined scope are subject to a feasibility analysis and, upon mutual agreement, will be addressed under a new SOW with applicable charges.
  • Disclaimer Regarding Client Websites and Third-Party Systems: AxantaERP provides ERP Services and may integrate these Services with the Client's existing websites or other third-party systems only as explicitly defined and agreed upon in an SOW. AxantaERP is not a website provider and is not responsible for the design, development, content, operation, security, or maintenance of any Client websites or any third-party systems not explicitly provided and managed by AxantaERP under an SOW. AxantaERP's liability and responsibility concerning any Client website or third-party system are strictly limited to the specific integration services explicitly detailed and agreed upon in an executed SOW.

6.4 Limitations on Support and Maintenance

(Specific support scope, hours, and SLAs will be detailed in the applicable SOW, MSA, or a separate Service Level Agreement).

  • Support Scope: The scope, hours, and types of support included with any Service shall be specified in the relevant agreement.
  • Standard Maintenance: Standard maintenance typically covers a set number of support hours or types of incidents annually, as defined.
  • Additional Support: Support requests falling outside the defined scope or exceeding allocated hours will be charged separately at AxantaERP's prevailing rates. On-site visits, if not included in the standard scope, will be billed at different rates.
  • Exclusions from Support: Support generally excludes activities such as re-training (unless specified), data entry, new customizations not covered by an SOW, issues caused by Client misuse or unauthorized modifications, or problems arising from third-party hardware/software not supplied by AxantaERP, or issues related to the Client's own website or third-party systems beyond agreed integration points.

7. Charges, Fees, and Payment Terms

7.1 Standard charges

The standard charges for the Axanta subscription and the Services are based on the number of Users, Modules and the Subscription Plan used by the Customer, and specified in writing at the conclusion of the Agreement or SOW. When during the Term, the Customer has more Users or uses features that require another Subscription Plan than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the time of the deviation from the specified number of Users or Subscription Plan) for the additional Users or the required Subscription Plan, for the remainder of the Term.

7.2 Renewal charges

Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 7%.

  • Subscription Pricing Adjustment: AxantaERP reserves the right to adjust Subscription pricing at the time of renewal of any subscription-based contract. Any adjustment to Subscription fees will be communicated to the Client at least thirty (30) days prior to the renewal date. The Client may choose to accept the revised pricing or terminate the Subscription before renewal without incurring additional fees for the renewal term. If the Client does not notify AxantaERP of termination before the renewal date, the revised pricing will be deemed accepted, and the Subscription will be automatically renewed under the new terms.

7.3 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Axanta is legally obliged to pay or collect Taxes for which the Customer is responsible.

7.4 Change Control Procedure

  • Formal Process: All changes to the project scope or requirements as defined in an SOW must be processed through a formal change control procedure, ensuring documented agreement (e.g., via a Change Request Form - CRF) prior to implementation.
  • Impact Assessment: Change requests will be assessed for their impact on project timelines, costs, and resources.
  • Billing for Changes: Approved changes impacting the project plan or requiring additional work shall be billed separately, as agreed in the documented change request.
  • Feedback and Suggestions: Feedback and suggestions from the Client regarding existing scope may be addressed based on Client priority and, if they constitute a change or new requirement, will be subject to the change control procedure and may be billed on a time and materials basis or as otherwise agreed.

7.5 Payment Terms and Consequences of Non-Payment

(Specific payment schedules and amounts will be detailed in the applicable SOW or MSA).

  • Payment Schedule: Payment schedules, advance payments, and payment milestones shall be clearly outlined in the SOW or MSA.
  • Advance Payments: Advance payments are generally non-refundable unless specifically stated otherwise in the SOW or MSA.
  • Consequences of Non-Payment:
  • Delays in payment by the Client may affect project timelines and service delivery.
  • AxantaERP reserves the right to unilaterally suspend or terminate Services in the event of non-payment. Non-payment is defined as the failure to provide definitive proof of payment within the specified period after receiving written notice from AxantaERP.
  • In cases of suspension or termination due to non-payment, any payments already made by the Client are non-refundable.
  • In the event of delayed payment (for the initial Project or for the yearly subscription), AxantaERP may apply reasonable administrative charges or suspend services. Such charges are compensation for administrative handling and are not to be construed as interest, in line with Kuwaiti law.
  • Situations Constituting Non-Payment: The following situations, in addition to failure to meet payment deadlines, shall be considered non-payment:
  • False Claims of Project Incompletion: If the Client alleges that the project is incomplete to withhold payment, and AxantaERP presents documented proof of completion against the agreed-upon acceptance criteria in the SOW, such claims shall be deemed invalid. Persistent refusal to pay shall result in agreement termination and pursuit of outstanding payments.
  • Using Incompletion Claims to Demand Additional Features: Leveraging false claims of incompletion to secure additional features not within the agreed scope shall constitute non-payment, allowing immediate suspension or termination of Services without refund.
  • Threats of Legal Action to Delay Payment: Threats or initiation of legal action by the Client primarily intended to delay or avoid due payment, despite documented proof of AxantaERP's fulfillment of its obligations, shall be considered non-payment, entitling AxantaERP to suspend or terminate Services and retain all payments made and pursuit of outstanding payments.
  • Subscription Non-Renewal: Subscription non-renewal by the Client may result in system inaccessibility and potential permanent data deletion after a specified period (e.g., 15-30 days post-expiration), as outlined in the specific subscription agreement.

7.6 Non-Refundability Policy

  • General: All fees are generally non-refundable. However, if AxantaERP materially fails to deliver the agreed core services or deliverables under the applicable SOW/MSA, the Client shall be entitled to either (i) a credit note for unused services or (ii) a refund for the portion of services proven Promised yet undelivered, in compliance with Kuwait’s Consumer Protection Law. This provision overrides any absolute non-refund clause in the Agreement
  • Implementation Charges: Any payment for implementation services, including but not limited to installation, configuration, customization, and setup, is strictly non-refundable once service commencement occurs. This applies irrespective of service continuation or contract termination by either party for any reason. These charges represent the immediate allocation of specialized personnel and technical resources that cannot be recovered
  • Commencement of Work: Fees are considered earned once project initiation has occurred. Refunds are applicable only if AxantaERP fails to begin the implementation process in its entirety.
  • Project Modifications and Rework: * Change Requests: Requests for additional reports, modified workflows, or new features after or during SOW execution will be processed as Change Requests and subject to additional estimates.
  • Client-Driven Rework: Rework necessitated by changes in Client personnel, internal process shifts, or initial ambiguity in Client requirements will be billed as additional services.
  • Annual Service/Subscription Fees:
  • Annual service or subscription fees are generally non-refundable.
  • Pro-rata refunds for yearly fees may be applicable only in limited, explicitly defined circumstances, such as AxantaERP's uncured material breach directly preventing the Client's use of the core Service, as may be specified in the MSA or SOW. The initial month of service is typically non-refundable in any pro-rata calculation.
  • If the Client unilaterally cancels the Services or an annual subscription without fault on the part of AxantaERP, any annual service fees paid are non-refundable.
  • Mid-Implementation Cancellation by Client: If the Client cancels during the implementation phase, any advance payment made before implementation is non-refundable. Furthermore AxantaERP reserves the right to invoice for all work completed and costs incurred up to the date of cancellation, potentially exceeding the advance payment, provided AxantaERP was following the agreed-upon plan.


8. Conditions, Responsibilities and Intellectual Property

8.1 Customer Obligations

The Customer agrees to:

  • pay Axanta any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract;
  • immediately notify Axanta when their actual number of Users exceeds the number specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in section 7.1 Standard charges;
  • take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Axanta Proprietary Edition usage, as described in 5 Access to the Software;
  • appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
  • provide written notice to Axanta 30 days before changing their main point of contact to work with another Axanta Partner, or to work with Axanta directly.

When the Customer chooses to use the Cloud Platform, the Customer further agrees to:

  • take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
  • make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published.

When the Customer chooses the Self-Hosting option, the Customer further agrees to:

  • take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that Axanta cannot be held liable for any data loss;
  • grant Axanta the necessary access to verify the validity of the Axanta Proprietary Edition usage upon request (e.g. if the automatic validation is found to be inoperant for the Customer).

8.2 Client Responsibilities and Prerequisites

  • General Obligations: The Client acknowledges that its timely cooperation and fulfillment of its responsibilities are essential for the successful provision of Services by AxantaERP.
  • Specific Conditions:
  • Data and Access: The Client must provide all necessary data, information, and materials in the formats and within the timeframes specified by AxantaERP. The Client must also grant necessary access to its systems, personnel, and premises as reasonably required for AxantaERP to perform the Services.
  • Point of Contact: The Client must assign a qualified and authorized point of contact with decision-making authority to liaise with AxantaERP and ensure availability during project phases.
  • Timely Feedback and Approvals: The Client must provide prompt and clear feedback, approvals, and decisions as required by AxantaERP to maintain project timelines.
  • Prerequisites: The Client must comply with all prerequisites identified by AxantaERP for the commencement or continuation of Services.
  • Accuracy of Information: The Client is responsible for the accuracy and completeness of all information and data provided to AxantaERP.
  • Consequences of Client Delays or Failures:
  • Any delay, failure, or omission by the Client in fulfilling its responsibilities may lead to delays in the project timeline, for which the Client is solely responsible. AxantaERP shall not be liable for such delays and may be entitled to an extension of time and recovery of any additional costs incurred.
  • If Client-caused delays necessitate changes to the project plan or resource allocation, AxantaERP reserves the right to issue a change request and adjust charges accordingly.
  • Scope Stability:
  • After the SOW is defined and agreed upon, no changes in the scope of work will be entertained unless processed through the formal Change Control Procedure (Section 7.4).
  • If changes lead to a new SOW, the primary or initial SOW and project will be considered separate. Upon commencement of the initial SOW, any payments attached to it and pending are payable by the Client, failure to do so will be considered non-payment. This applies to both yearly and one-time fees related to the initial SOW.
  • If the Client wishes to remove or change project tasks from an agreed SOW during the final moments of completion, such changes will be subject to the Change Control Procedure. AxantaERP reserves the right not to reduce the initial agreed-upon price for the SOW, particularly if costs have been incurred or resources allocated based on the original scope.
  • "Go Live" Acceptance: "Go Live" (or deployment into a production environment) signifies the Client's agreement and acceptance that all tasks and deliverables required for that Go Live milestone, as defined in the SOW and relevant acceptance criteria, have been satisfactorily completed by AxantaERP.

8.3 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement.

8.4 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

8.5 Confidentiality

  • Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
  • Obligations: For all confidential information received during the Term of this Agreement, the receiving party will use the same degree of care that it uses to protect the confidentiality of its own similar confidential information, but not less than reasonable care. The Receiving Party may disclose confidential information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
  • Survival: The obligations of confidentiality set forth herein shall survive the termination or expiration of the Agreement for a period of five (5) years thereafter. For confidential Information that constitutes a trade secret under applicable law, the obligations shall survive for as long as such information remains a trade secret.
  • Return or Destruction: Upon termination or expiration of the Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, securely destroy all tangible materials containing Confidential Information and provide written notice of such destruction.

8.6 Data Protection

  • Processing of Personal Data: The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. This data will be processed by Axanta when the Customer instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services or the Database Upgrade Service), or if the Customer transfers their database or a part of their database to Axanta for any reason pertaining to this Agreement. This processing will be performed in conformance with Data Protection Legislation.
  • Axanta Commitments: In particular, Axanta commits to:
  • (a) only process the Personal Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case Axanta will provide prior notice to the Customer, unless the law forbids it;
  • (b) ensure that all persons within Axanta authorised to process the Personal Data have committed themselves to confidentiality;
  • (c) implement and maintain appropriate technical and organizational measures to protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure;
  • (d) forward promptly to the Customer any Data Protection request that was submitted to Axanta with regard to the Customer’s database;
  • (e) notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data;
  • (f) notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of Axanta;
  • (g) permanently delete all copies of the Customer’s database in possession of Axanta, or return such data, at the Customer’s choice, upon termination of this Agreement, subject to the delays specified in Axanta’s Privacy Policy;
  • Customer Data Protection Obligations: With regard to points (d) to (f), the Customer agrees to provide Axanta with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible.

8.7 Intellectual Property (IP)  Rights

  • Provider Pre-Existing IP: AxantaERP retains all Intellectual Property Rights in and to all software, tools, methodologies, documentation, know-how, and other materials owned or licensed by AxantaERP prior to this Agreement or developed by AxantaERP independently of the Services provided under an SOW ("Provider Pre-Existing IP").
  • Provider Developed IP: Unless otherwise explicitly agreed in writing in an SOW, AxantaERP shall own all Intellectual Property Rights in and to any materials, software, documentation, configurations, customizations, or other deliverables created or developed by AxantaERP specifically for the Client during the performance of Services ("Provider Developed IP").
  • Client IP: The Client shall retain all Intellectual Property Rights in and to any data, information, logos, and other materials provided by the Client to AxantaERP for the purpose of the Services ("Client IP"). The Client grants AxantaERP a non-exclusive, worldwide, royalty-free license to use, copy, modify, and distribute Client IP solely to the extent necessary for AxantaERP to perform the Services.
  • License to Client: Upon full and final payment for the relevant Services, and subject to the terms of the MSA/SOW, AxantaERP grants the Client:
  • A non-exclusive, non-transferable, non-sublicensable license to use any Provider Pre-Existing IP incorporated into the deliverables, solely for the Client's internal business purposes in connection with its use of the specific Services/deliverables.
  • A non-exclusive, non-transferable, non-sublicensable license to use the Provider Developed IP (if owned by AxantaERP) as specifically embodied in the deliverables, solely for the Client's internal business purposes.
  • The term of such licenses shall be for the duration specified in the SOW/Agreement, or perpetual if for a specific delivered item intended for ongoing use, as explicitly stated.
  • Restrictions: The Client shall not (and shall not permit any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of any AxantaERP software or Provider IP, except to the extent expressly permitted by applicable mandatory law. The Client shall not modify, create derivative works from, rent, lease, or sublicense any Provider IP unless expressly permitted in writing.
  • Client Data Ownership: Client data processed or stored by AxantaERP as part of the Services remains the property of the Client. AxantaERP will use Client data only as necessary to provide the Services and as permitted by the Client and applicable law.
  • Client Warranties for Third-Party Materials: The Client warrants that it has all necessary rights, licenses, and consents for any third-party materials (e.g., software, content, data) it provides to AxantaERP or requires AxantaERP to use, access, or integrate as part of the Services. The Client will indemnify AxantaERP against any claims arising from a breach of this warranty.

9. Termination and Suspension

9.1 Termination for Breach

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 90 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party, wherein the Non Refund policy will still be applicable.

Further, Axanta may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

9.2 Termination for Insolvency

Either party may terminate an Agreement immediately upon written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver or administrator appointed over its assets.

9.3 Termination for Convenience (Optional)

Only if specified in an MSA or SOW, either party may terminate the Agreement for convenience upon providing ninety (90) days prior written notice to the other party. Early termination fees or other consequences may apply as detailed in the Agreement(and if not detailed in the agreement as per the payment terms mentioned in this Document).

9.4 Provider's Right to Suspend

AxantaERP reserves the right to suspend access to or provision of the Services, in whole or in part, immediately and without prior notice if:

  • The Client fails to make any payment when due.
  • The Client is in material breach of any of its obligations under the Agreement.
  • The Client's use of the Services poses a security risk to AxantaERP or its other clients, or may adversely impact the Services or systems.

AxantaERP will make reasonable efforts to provide notice of suspension and an opportunity to cure, where feasible and appropriate.

9.5 Post-Termination Obligations & Surviving Provisions

  • Surviving Provisions: The sections “8.5 Confidentiality”, “10.2 Disclaimers”, “10.3 Limitation of Liability”, and “11 General Provisions” will survive any termination or expiration of this Agreement.
  • Payment: The Client shall immediately pay all outstanding fees due to AxantaERP.
  • Confidential Information: Each party shall promptly return or (at the Disclosing Party's option) securely destroy all Confidential Information of the other party in its possession or control, as per Section 8.5.
  • Data Transition: AxantaERP will cooperate with the Client, as reasonably requested and at the Client's expense, in the transition of Client Data, if the Client has provided due notice requesting the same before Agreement termination.
  • Any other provisions that by their nature are intended to survive shall also survive termination or expiration.

10. Warranties, Disclaimers, Liability, and Indemnification

10.1 Warranties

Axanta owns the copyright on 100% of the code of the Software, and confirms that all the software libraries required to use the Software are available under a license compatible with the license of the Software. For the duration of this Agreement, Axanta commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

  • the Customer’s computing systems are in good operational order and, for Self-Hosting, that the Software is installed in a suitable operating environment;
  • the Customer provides adequate troubleshooting information and, for Self-Hosting, any access that Axanta may need to identify, reproduce and address problems;
  • all amounts due to Axanta have been paid.

The Customer’s sole and exclusive remedy and Axanta’s only obligation for any breach of this warranty is for Axanta to resume the execution of the Services at no additional charge.

10.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Axanta does not warrant that the Software complies with any local or international law or regulations.

10.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort or otherwise, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

  • Exclusion of Certain Issues: AxantaERP shall not be liable for any issues, losses, or damages arising from:
  • The Client's own actions, omissions, internal practices, or failure to fulfill its responsibilities under the Agreement.
  • Third-party software, hardware, integrations, or services not directly controlled or provided by AxantaERP under an SOW (except for specific integration services defined in an SOW, where liability is limited as per this section).
  • Misinterpretation, misuse, or unauthorized modification of the system or Services by the Client or its personnel.
  • The quality, accuracy, or integrity of Client Data or any materials provided by the Client.
  • Issues related to Client websites or other third-party systems beyond the specific integration points defined in an SOW.
  • Exceptions for Gross Negligence and Willful Misconduct: These limitations of liability shall not apply in cases where it is conclusively proven by a final, non-appealable judgment of a court of competent jurisdiction that a party has engaged in gross negligence, willful misconduct, or has breached its confidentiality or intellectual property obligations under this Agreement.
  • Proportional and Several Liability: In cases where AxantaERP's liability is established, it shall be several (proportionate) and not joint, and shall be limited to the specific portion of the loss directly attributable to AxantaERP's actions, as opposed to any collective or joint liabilities involving other parties.
  • Time Limits for Claims: The Client must notify AxantaERP in writing of any claim arising out of or relating to the Services of the Agreement within sixty (60) days from the date the Client knew or reasonably ought to have known of the circumstances giving rise to the claim. Failure to do so within this period shall waive the Client's right to make such a claim, regardless of the nature of the issue, to the extent permitted by applicable law. All claims must be accompanied by detailed, documented evidence.

10.4 Indemnification

  • Client Indemnification: The Client shall indemnify, defend, and hold harmless AxantaERP, its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
  • The Client's use or misuse of the Services or deliverables in breach of the Agreement (MSA/SOW).
  • Any claim that Client Data, or the Client's use of the Services in combination with Client Data or other Client-provided materials, infringes upon any third party's Intellectual Property Rights or violates any applicable law or regulation.
  • Any data breach or security incident caused by the Client's negligence, willful misconduct, or failure to comply with its security obligations under the Agreement.
  • The Client's breach of its representations, warranties, or obligations under the Agreement.
  • Any misrepresentation or fraudulent acts by the Client or its personnel.
  • The operation, content, or security of the Client's own website(s) or third-party systems, except to the extent a claim arises directly from AxantaERP's gross negligence in performing specific integration services as defined in an SOW.
  • Procedure: AxantaERP shall provide the Client with prompt written notice of any claim for which indemnification is sought, provided that failure to give prompt notice shall not relieve the Client of its obligations except to the extent that the Client is materially prejudiced thereby. The Client shall have the right to control the defense and settlement of any such claim, provided that AxantaERP shall have the right to participate in the defense at its own expense, and the Client shall not settle any claim without AxantaERP's prior written consent (which shall not be unreasonably withheld) if such settlement imposes any liability or obligation on AxantaERP. AxantaERP shall provide reasonable cooperation to the Client in the defense of such claims.
  • Provider Indemnification (Consideration for MSA): (This clause may be considered for inclusion in a Master Services Agreement, subject to negotiation) AxantaERP may agree to indemnify the Client against direct damages finally awarded from third-party claims that the standard, unmodified core software provided by AxantaERP as a Service directly infringes a third party's patent or copyright, subject to specific conditions and limitations (including monetary caps) as detailed in the MSA. This indemnification would typically not apply to claims arising from Client Data, Client configurations, third-party components not supplied by AxantaERP, or use of the Services in combination with other products or services.

10.5 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist. The affected party must provide prompt written notice to the other party of the Force Majeure Event and use reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may have the right to terminate the affected Agreement or SOW upon written notice to the other party. That shall be provided sixty (60) days prior to the termination date.the terms for payment apply as stated in the previous mentioned sections.

11. General Provisions

11.1 Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Kuwait. Any dispute shall be subject to the exclusive jurisdiction of the Kuwaiti Courts. The Agreement shall be executed in both Arabic and English. In the event of any discrepancy, the Arabic version shall prevail before Kuwaiti courts. The English version shall be used for reference purposes.

Both parties undertake to comply with all applicable Kuwaiti laws, ministerial resolutions, and regulations including but not limited to the Commercial Code, Consumer Protection Law No. 39/2014, Law No. 20/2014 on Electronic Transactions, and Data Protection Regulation (Resolution No. 42/2021 under Law No. 20/2014).

Disputes shall be resolved before Kuwaiti courts. Alternatively, the parties may mutually agree in writing to refer disputes to arbitration at the Kuwait Chamber of Commerce and Industry (KCAC) in accordance with its rules. The arbitration award shall be final and binding.


11.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

11.3 Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the MSA/SOW or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Email may be used for operational communications but not for formal legal notices unless explicitly agreed for specific types of notices in an MSA/SOW. Notices are effective upon receipt by the receiving party.

11.4 Assignment

Neither party may assign or transfer any of its rights or delegate any of its obligations under an Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, AxantaERP may assign an Agreement in its entirety, without consent of the Client, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.5 Entire Agreement

These Terms, along with any applicable MSA, SOW(s), SLA(s), DPA(s), and any other documents expressly incorporated by reference into a Service Agreement, constitute the entire agreement between AxantaERP and the Client with respect to its subject matter and supersede all prior and contemporaneous agreements, proposals, understandings, negotiations, and discussions, whether oral or written, between the parties.

11.6 Waiver

No waiver by either party of any of the provisions of an Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from an Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

11.7 Independent Contractor

The relationship between AxantaERP and the Client is that of independent contractors. Nothing contained in these Terms or any Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

11.8 No Third-Party Beneficiaries

Except as expressly provided otherwise, an Agreement is for the sole benefit of the parties thereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

11.9 Counterparts

An MSA, SOW, or other formal agreement forming part of the Service Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be considered as valid and binding as original handwritten signatures.

11.10 Amendments

No amendment to or modification of an MSA, SOW, or other formal agreement forming part of the Service Agreement shall be effective unless it is in writing, refers specifically to the agreement being amended, and is signed by an authorized representative of each party. These online Terms may be amended by AxantaERP as per Section 2.

11.11 Language

These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail in the event of any conflict or ambiguity. For formal Service Agreements with Clients in Kuwait, while English may be the operative language, an official Arabic translation may be required for certain legal or official purposes, and in case of dispute before Kuwaiti courts, the Arabic version may prevail if discrepancies exist.the translation must be from a agency that AxantaERP holds trustworthy.


12. Data Protection and Privacy

12.1. Privacy Policy: AxantaERP's collection and use of personal information in connection with the AxantaERP Platform and Services are described in our Privacy Policy, which is available on the AxantaERP Platform and incorporated by reference into these Terms.

AxantaERP and the Client agree to comply with Kuwait’s Data Protection Regulation (Resolution 42/2021). Where personal data is processed, a Data Processing Addendum (DPA) shall be executed in line with Kuwait law, defining controller/processor roles, security, storage, and deletion timelines.

12.2. Client Data: The Client is responsible for ensuring that it has all necessary rights, consents, and legal bases to provide Client Data (including any personal data therein) to AxantaERP for processing in connection with the Services.

12.3. Compliance with Laws: Both parties agree to comply with all applicable data protection and privacy laws and regulations, including, where applicable, Kuwait's Data Protection Regulation (Resolution No. 42 of 2021 under Law No. 20 of 2014).

12.4. Data Processing: Where AxantaERP processes personal data on behalf of the Client as part of the Services, the terms of such processing (including roles of controller/processor, security measures, data subject rights assistance, and data transfer mechanisms) will be governed by a Data Processing Addendum (DPA) if required by applicable law or as agreed between the parties.


13. Contact Information

If you have any questions about these Terms and Conditions, please contact us at:

Email: Info@Axantaerp.com

Address: AxantaERP Office # 10, Floor 7, Al Hisham Complex, Opp Al Rihab Complex, Tunis St, Hawally (Block 8)

Contact: +965 9946 0978


14. Appendix A: Axanta Proprietary Edition License

Axanta Proprietary Edition License - v1.0 is defined as follows:

This software and associated files (the “Software”) can only be used (executed, modified, executed after modifications) with a valid Axanta Subscription for the correct number of users and modules.

It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM,DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE,ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

 Language About Home Contact Features