Terms of Service

These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to You from the time that NextG-ERP provides You with access to the Service.

NextG-ERP reserves the right to change these terms at any time, effective upon the posting of modified terms and NextG-ERP will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

These Terms were last updated on 10 August 2015.

DEFINITIONS

Agreement

Means these Terms of Use.

Access Fee

Means the monthly fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which NextG-ERP may change from time to time on notice to You).

Confidential Information

Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

Data

Means any data inputted by You or with Your authority into the Website.

Intellectual Property Right

Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

Service

Means the online accounting and personal finance management services made available (as may be changed or updated from time to time by NextG-ERP) via the Website.

Website

Means the Internet site at the domain nextgerp.com or any other site operated by NextG-ERP.

NextG-ERP

Is a product/brand of Kiwi Online Solution Limited

Invited User

Means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.

Subscriber

Means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.

You

Means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.

Payment & Recharging

The system allows users to pay and recharge by electronic wallet of system, by using Paypal or Bank transferring. New added amount will make new balance for user ready to pay for their used services.

In case, user uses exceeding the resources, the system will charge more amount for that services, if user’s balance is a negative, the system still approve and will automatically deducted when user adds more funds after that.

Storage (Unit: GB)

Is a total amount of capacity that user can use for an odoo instance, including: Total of storage for source code (with customized module if any) + storage for database + storage for backup.

Assess Bandwidth (Unit: GB)

Is a total amount of assess bandwidth that user can use in a month, the system will automatically calculate the traffic sent / received via the transmission line, then accrue to the system. Base on that, it would calculate the amount of used bandwidth and the rest of bandwidth (in months).

Account

This is the maximum of number account to access to odoo instance that user can create. When a user creates a user exceed the amount permitted, immediately, the system will perform the operation to pause that odoo instance.

Backup

Is the total number of backups that users can create themselves for each odoo instance in using.

For example: User buy Small Biz package, a total of backups is 2. Users can create up to 2 backups, if created to the 3rd, the system will require users to remove 1 of 2 current copies to take place to create new backups.

In case the backup is 0, users cannot create any backup for this.

SSL Support

Is the ability to encrypt data in traffic when sending and receiving in using odoo instance. This will contribute to the user’s data protection from external threats.

By default this feature is provided for all plan.

This feature also allows users to use SSL certificate for their own domain name.

Stopping and deleting services Regulations

For Every 5 minutes, the system will check automatically the all services of all users, if exceed using of the resources such as storage, bandwidth, account,.. the system will stop conducting user’s services and sending the cause to stop by email notifications to user.

After stopping the service, user may contact the administrator to be processed.

For Trail Package

For the trial, after 30 days, the system will automatically stop user’s service.

After 45 days, the system will automatically delete the user’s service, if user does not switch to a higher package.

Before stopping from 3,5,7 days, the system will email the notifications to the user.

When stopping the service, the system emails sent to user as well.

For premium services

After 45 days from stopping date, the system will erase all data, and cannot be restored.

Before deleting 3,5,7 day service, the system will send an email to users to inform about deleting task of system.

When finishing task of deletion, the system will send an email notification to the users as well.

Invoicing

User will receive an invoice for what they used in a month-period at the last day of month-period from Kiwi Online Solution Limited that operating in New Zealand’ business law. Month-period term means that if user buy the services from 5th of a month, the last day of Month-period will be 4th of next month.

User functions

Data Backup / data restore

For packages have data backup supporting, users can use the data backup function to make backup copies, depending on the database where large or small data, backup time may be short or long. And should not proceed back up when using system, please choose time that is not in yours working time.

Users can manage the backup, restore or delete backups on the dashboard.

Start / pause service

The system provides tools for users to start or pause their services.

Turn off SSL mode

The system provides users with tools to enable / disable SLL mode.

Own Domain Name

The system allows users to use their own domain name to use for the service instead of subdomains of nextgerp.com. However, in this case, user should buy a SSL certificate for theirs by themselves.

Pagespeed

This feature can improve access speed and reduce bandwidth.

This feature is default by disabled, and user can activate this feature in the controller.

Addons Additional

If users want to buy more storage/capacity, bandwidth, or the account, the system allows users to add addons that was bought to odoo instance they want.

Note: each addons can only use once and for one Odoo instance, it means that if the addons service was used for 1 odoo instance already, user has to buy more addons for their other odoo instance in case they are using many Odoo instances in concurrently.

Addons Removal

If users do not use all the addons that was bought, and want to remove it for other their odoo instances, the system provides an easy visual tools for users can do by themselves.

Note: Removal only if the addons such as storage, bandwidth, user account still in unused status or deactivate all the services in that Addons. For example, user is using 10 users package, and bought 5 users by one addon, now they have total of 15 users in their instance. Later, they want to remove addons, system will check and approve as these ways

• if they still do not use the new addons that they bought, the system will approve, cost will reduce from date they make the removal.
• If they use some of user accounts in that addons, but now, all of them was deactivated, not in using at all, the system can approve for user remove addons with 5 users they bought before to reduce the cost from removal date.

Change the package up or down

• Users can simply switch from trial pack up the premium package
• Users cannot move on from packages paid to trial
• Users can move up from low to higher package, and opposite, down from high to lower package.

Note: If user want to down from high package to lower package, the system will calculate the resources being in used, if new resources (of lower package) still adapt/ serve for their current instance, the system will be approve for that changing.

USE OF SOFTWARE

NextG-ERP grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
2. the Subscriber is responsible for all Invited Users’ use of the Service;
3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.

YOUR OBLIGATIONS

Payment obligations

An invoice for the Access Fee will be issued each month starting one month from the date You added Your first organisation to Your NextG-ERP account. All invoices will include the Access Fee for the preceding period one month of use. NextG-ERP will continue invoicing You monthly until this Agreement is terminated in accordance with clause 8.

All NextG-ERP invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.

Preferential pricing or discounts

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ('Organisations'). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that NextG-ERP may have under these Terms or at law, NextG-ERP reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

General obligations

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by NextG-ERP or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

Access conditions

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify NextG-ERP of any unauthorised use of Your passwords or any other breach of security and NextG-ERP will reset Your password and You must take all other actions that NextG-ERP reasonably deems necessary to maintain or enhance the security of NextG-ERP's computing systems and networks and Your access to the Services.
2. As a condition of these Terms, when accessing and using the Services, You must:
   
   • not attempt to undermine the security or integrity of NextG-ERP's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
   • not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
   • not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
   • not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
   • not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

Indemnity

You indemnify NextG-ERP against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to NextG-ERP, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

CONFIDENTIALITY AND PRIVACY

Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
2. Each party's obligations under this clause will survive termination of these Terms.
3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
   • is or becomes public knowledge other than by a breach of this clause;
   • is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
   • is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
   • is independently developed without access to the Confidential Information.

Privacy

NextG-ERP maintains a privacy policy that sets out the parties’ obligations in respect of personal information . You should read that policy at www.nextgerp.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.

INTELLECTUAL PROPERTY

General

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of NextG-ERP.

Ownership of Data

Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the NextG-ERP Access Fee when due. You grant NextG-ERP a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.

Backup of Data

You must maintain copies of all Data inputted into the Service. NextG-ERP adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. NextG-ERP expressly excludes liability for any loss of Data no matter how caused.

Third-party applications and your Data

If You enable third-party applications for use in conjunction with the Services, You acknowledge that NextG-ERP may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. NextG-ERP shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

WARRANTIES AND ACKNOWLEDGEMENTS

Authority

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

Acknowledgement

You acknowledge that:

1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
2. NextG-ERP has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
   • You are responsible for ensuring that You have the right to do so;
   • You are responsible for authorising any person who is given access to information or Data, and you agree that NextG-ERP has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
   • You will indemnify NextG-ERP against any claims or loss relating to:
     • NextG-ERP's refusal to provide any person access to Your information or Data in accordance with these Terms,
     • NextG-ERP’s making available information or Data to any person with Your authorisation.
3. The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
4. NextG-ERP does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. NextG-ERP is not in any way responsible for any such interference or prevention of Your access or use of the Services.
5. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.

No warranties

NextG-ERP gives no warranty about the Services. Without limiting the foregoing, NextG-ERP does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

Consumer guarantees

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

LIMITATION OF LIABILITY

1. To the maximum extent permitted by law, NextG-ERP excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
2. If You suffer loss or damage as a result of NextG-ERP's negligence or failure to comply with these Terms, any claim by You against NextG-ERP arising from NextG-ERP's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

TERMINATION

Trial policy

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organisation in the 'My NextG-ERP' section of the Services.

Prepaid Subscriptions

NextG-ERP will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

No-fault termination

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.

Breach

If You:

1. breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,

NextG-ERP may take any or all of the following actions, at its sole discretion:

1. Terminate this Agreement and Your use of the Services and the Website;
2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
3. Suspend or terminate access to all or any Data.
4. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorised to have access to Your information or Data.

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations (as defined at clause 3) is not made in full by the relevant due date, NextG-ERP may: suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, or Your rights of access to all or any Data.

Accrued Rights

Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
2. immediately cease to use the Services and the Website.

Expiry or termination

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

HELP DESK

Technical Problems

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting NextG-ERP. If You still need technical help, please check the support provided online by NextG-ERP on the Website or failing that email us at This email address is being protected from spambots. You need JavaScript enabled to view it.

Service availability

Whilst NextG-ERP intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.

If for any reason NextG-ERP has to interrupt the Services for longer periods than NextG-ERP would normally expect, NextG-ERP will use reasonable endeavours to publish in advance details of such activity on the Website.

GENERAL

Entire agreement

These Terms, together with the NextG-ERP Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and NextG-ERP relating to the Services and the other matters dealt with in these Terms.

Waiver

If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

Delays

Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

No Assignment

You may not assign or transfer any rights to any other person without NextG-ERP's prior written consent.

Severability

If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

Notices

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to NextG-ERP must be sent to This email address is being protected from spambots. You need JavaScript enabled to view it. or to any other email address notified by email to You by NextG-ERP. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

Rights of Third Parties

A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.