These FORIBA SAP MTD Cockpit Terms and Conditions (these “Terms”) constitute a binding agreement between FORIBA S.R.L., a private limited company, and its Affiliates (“FORIBA”) and the person or entity who installs the FORIBA SAP MTD Cockpit and its agents (“Customer”) (each, a “Party”) under which FORIBA provides Customer access to FORIBA’s SAP MTD Cockpit.
By installing or using the FORIBA SAP MTD Cockpit, Customer agrees to be bound by these Terms and all terms incorporated by reference. If Customer does not agree to all of these Terms, it must not install or use the SAP MTD Cockpit.
- “FORIBA S.R.L.” means the technology and intellectual property used in providing the SAP MTD Cockpit, including computer software programs, websites, networks, and equipment, and any content.
- “Customer Data” means any information uploaded to FORIBA’s systems by Customers or provided by Customer in connection with its use of the SAP MTD Cockpit, including any Personal Data and the resulting Customer unique output that is generated by the FORIBA SAP MTD Cockpit when processing the uploaded information.
- “FORIBA SAP MTD Cockpit” means the FORIBA S.R.L, delivered via an SAP ABAP package with FORIBA namespace, for preparing and filing VAT returns.
- “Personal Data” means any information of an individual person that can be used to identify that person and that is protected by law.
- “Return(s)” means a VAT return or other filing prepared with the assistance of FORIBA SAP MTD Cockpit.
- “Tax Professionals” means tax preparers who are authorized by clients to prepare Returns on their clients’ behalf for a fee.
License Grant, Restrictions, Rights Reserved
- Software Product License: FORIBA SAP MTD Cockpit is a product, which should be implemented to the Customer’s SAP system. The IP rights of license belong to FORIBA. Within the scope of the license, the software will be only installed on two servers as one of them on a test and the other one as live. Only the Customer and Authorized User(s) will get benefit from the software. The Customer and Authorized User(s) shall not transfer or download the software on any server or computer other than the relevant downloaded servers stated in this article.
- Software Product License Annually Maintenance Scope: Providing of maintainability of FORIBA SAP MTD Cockpit and updating the software with technical and legal regulation changes made by the HMRC. The license maintenance service is invoiced to the Customer annually. As long as the agreement remains in effect, the annual license fee continues to be invoiced at the beginning of the respective period.
FORIBA reserves all other rights, including, but not limited to, those specified below.
To the extent permissible under applicable law, the Customer and/or Authorized User(s) agrees and undertakes not to perform any acts causing infringement to the industrial or intellectual property rights of FORIBA, including but not limited to: (i) decompile, disassemble, or reverse engineer the Software or otherwise try to achieve the source code of the Software; (ii) alter, modify or create any derivative works based on the Software; (iii) merge the Software with any other software other than as expressly set forth in this Contract; (iv) use, copy (except for copying it with the aim of back up only for his own usage as in accordance with Intended use of the software), sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the Software except as expressly authorized by this Contract; (v) distribute, disclose or allow use of the Software, in any format, through any timesharing service, service bureau, network or by any other means; or (vi) permit or encourage any third party to do any of the foregoing.
The Customer shall use the Software with updates and developments of FORIBA as including the ones that are required by the amendments made in the relevant legislation and shall not request to use the older versions of the Software after such updates and developments.
Except otherwise outlined in this Contract, the Customer shall not receive any service regarding the Software from any third-party including downloading, adaptation and placement service. In case any troubleshoot occurs on the Software, only FORIBA or third parties authorized by FORIBA shall intervene in such troubleshoots
4. Rights Reserved by FORIBA.FORIBA reserves the right, in its sole discretion, to (i) revise the FORIBA SAP MTD Cockpit; (ii) impose rules for, limits on use of, or access to, the FORIBA SAP MTD Cockpit; (iii) change, suspend, or discontinue any support of the FORIBA SAP MTD Cockpit. FORIBA will not be liable to Customer or to any third party for taking any of the actions listed in (i)-(iii) above. FORIBA does not claim copyright for information provided by governmental agencies, but to the extent, a compilation of that information was created by FORIBA, FORIBA owns the rights to that specific compilation.
- Review Data and Returns and Properly Configure the FORIBA SAP MTD Cockpit. In addition to all other obligations specified in these Terms, Customer shall carefully review all data input into the FORIBA SAP MTD Cockpit directly or imported from any modules of SAP or any other application, service, or site to ensure the accuracy and completeness of that data. Customer shall also carefully review all Returns before filing to ensure the accuracy and completeness of that data. Ensuring that all such data is accurate and complete is solely Customer’s obligation, and FORIBA makes no warranty regarding such accuracy and completeness. Customer shall also ensure that the FORIBA SAP MTD Cockpit is configured adequately at all times for Customer’s specific circumstances, and it is solely Customer’s obligation to do so. FORIBA does not audit, validate or verify Customer Data.
- No Unlawful or Prohibited Use. Customer shall not use the FORIBA SAP MTD Cockpit for any purpose that is unlawful or prohibited by these Terms. This prohibition includes but is not limited to, using the FORIBA SAP MTD Cockpit in a manner that could damage, disable, overburden, or impair any FORIBA server, or the networks connected to any FORIBA server, or interfere with any other party’s use and enjoyment of any of FORIBA’s services. Customer shall not obtain or attempt to get any materials or information through any means not intentionally made available through the FORIBA SAP MTD Cockpit. Customer shall not use the FORIBA SAP MTD Cockpit to, nor permit any third party to (i) promote Customer’s offerings or services (commercial or otherwise); (ii) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (iii) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s and without permission of the intellectual property rights owner or (iv) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.
No Professional Tax Opinion and Advice. Customer acknowledges that FORIBA does not provide professional tax opinions or tax management advice specific to the facts and circumstances of Customer’s business and that Customer’s use of the FORIBA SAP MTD Cockpit does not create any fiduciary obligations on the part of FORIBA to Customer. Although FORIBA strives to ensure that data and information contained in the FORIBA SAP MTD Cockpit are current and accurate, FORIBA is dependent on third parties, including, but not limited to, local governmental agencies, to timely update and provide information that affects such data and information. As such, Customer agrees that it uses and relies upon the FORIBA SAP MTD Cockpit at its own risk and acknowledges that FORIBA cannot guarantee that any data and information contained in the FORIBA SAP MTD Cockpit is accurate or current. Also, due to rapidly changing tax rates and regulations that require interpretation by qualified tax professionals, Customer bears full responsibility to determine the applicability of the output generated by the FORIBA SAP MTD Cockpit and to confirm its accuracy. Customer shall conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
Software Updates. FORIBA may, from time to time, release patches of the SAP MTD Cockpit that may include updates, modifications or newer versions (“Updates”). These Updates may include bug fixes, security patches, maintenance releases or function or feature modifications or enhancements. FORIBA will make the determination of when to release an Update in its sole discretion and Customer agrees that FORIBA may apply such Updates at any time without advanced notice.
Disclaimer of Warranties and Limitation of Liability. The FORIBA SAP MTD Cockpit is made available to Customer on an “as is” and “as available” basis unless otherwise specified in writing. To the fullest extent permissible by applicable law, FORIBA disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. FORIBA specifically disclaims any representations or warranties that (a) any governmental information (including, but not limited to, information regarding tax rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service is accurate, current, or applicable to Customer or its business. The remedies described in this section are Customer’s only remedies for any breach of THESE TERMS or any other claim. Parties accept and undertake that all kinds of information and documents, visual and/or audio-visual elements related to the Software and/or services delivered by FORIBA to the Customer, all intellectual and industrial rights, patent rights, any right arising under the applicable legislation, including the rights to work, including any customizations, configurations and developments that are/will be made to the Software belong to FORIBA. Within this scope, FORIBA gives License to Customer and/or Authorized User(s) for using the Software only following its Intended Use and individually. The Customer may not use the Software with the aim of other than its Intended Use: may not rent, give a sublicense, sell, transfer or otherwise make use of the Software. The Software may not be used for other than the conditions stated in this Contract and on the devices authorized to use by FORIBA as including but not limited to usage of it with the aim of other than its Intended Use.
Links to Third Party Sites or Services. Certain links on the FORIBA SAP MTD Cockpit may take Customer to third-party websites or services. FORIBA provides these links only as a convenience and the use by FORIBA of such links does not imply any warranty or endorsement of the third party, its products, services, or its sites
- Term and Expiration. The term will begin on the date Customer installs the FORIBA SAP MTD Cockpit and will be updated as long as maintenance package is bought by the Customer for the update patches to be delivered. When the maintenance package is expired, there will be no new releases/updates will be delivered to the Customer.
- Termination for Breach. FORIBA may terminate these Terms by notice to Customer if Customer materially breaches its obligations under these Terms and, if the breach is capable of cure, fails to cure such breach within 30 days’ notice of breach. Upon termination for breach, Customer shall uninstall the FORIBA SAP MTD Cockpit.
Updates to These Terms
FORIBA may modify these Terms after providing Customer with thirty days prior written the notice. If Customer does not wish to accept such modifications, Customer must uninstall the FORIBA SAP MTD Cockpit. Continued use of the FORIBA SAP MTD Cockpit, after the notice period, will be deemed acceptance to any updated terms.