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This document (hereinafter, the «Terms») governs the general conditions for the contracting, access and use of the cloud-based business management software (ERP/CRM) and related services provided by ADIASOFT EIRL (hereinafter, «Adiasoft», «the Provider» or «we»). Access to the platform, registration of an account, or contracting of any plan shall constitute the User's full, express and unreserved acceptance of these Terms.
The service is provided by ADIASOFT EIRL, a legal entity incorporated and existing under the laws of the Republic of Peru, identified by Single Taxpayer Registry (RUC) No. 20455587116, with registered office at City Center, Av. Villa Hermosa 45, Cerro Colorado 04014 · Arequipa, Perú. For all purposes arising from these Terms, the User may direct its communications to the email address adiasoft@adiasoft.com or to the telephone number +51 951 358 378.
For the proper interpretation of these Terms, the following words shall have the meaning set forth below:
Pursuant to these Terms, the Provider grants the Customer the right to access and use the Platform under the software-as-a-service model, for the duration of the Subscription and in accordance with the contracted plan (Elemental, Pyme or Corporativo). The User acknowledges and accepts that this does not constitute a sale or a transfer of ownership of the software, but rather the granting of a temporary, limited and revocable right of use, provided on the infrastructure of the Provider or its suppliers.
The User represents that it holds the legal capacity necessary to be bound by these Terms and, where acting on behalf of a legal entity, represents that it is duly empowered to do so. The Customer undertakes to provide truthful, accurate, complete and up-to-date information during registration and to keep it current, assuming full responsibility for the veracity thereof.
The Provider grants the Customer a personal, non-exclusive, non-transferable, non-sublicensable and revocable license to use the Platform, limited to the purposes proper to its economic activity and to the number of users and branches corresponding to the contracted plan. Any use beyond such limits shall require the relevant additional contracting.
The Customer undertakes to use the Platform in strict compliance with the law, public order, good morals and these Terms. In particular, the following are expressly prohibited:
The software, the source and object code, the architecture, the databases, the «Adiasoft» trademark, the distinctive signs, logos, interfaces, designs and documentation are the exclusive property of ADIASOFT EIRL or its licensors, and are protected by Legislative Decree No. 822, the Copyright Act, by Legislative Decree No. 1075 and other concordant provisions. Nothing in these Terms transfers any intellectual property right to the Customer. The Customer Data shall remain, at all times, under its exclusive ownership.
Each party undertakes to keep confidential the other party's confidential information to which it gains access in connection with the contractual relationship, using it solely for the purposes of the Service and refraining from disclosing it to third parties, except with written authorization or by order of a competent authority. This obligation shall survive even after the termination of the contractual relationship.
The Provider shall make periodic backups of the information hosted on the Platform. Notwithstanding the foregoing, the Customer acknowledges its duty to maintain its own backup copies whenever it deems appropriate. Upon termination of the Subscription, the Customer may request the export of its data in a commonly used format, within a reasonable period, after which the Provider may proceed to delete it in accordance with the applicable regulations.
The processing of personal data is governed by the Privacy Policy, in accordance with Law No. 29733, the Personal Data Protection Act, and its Regulations. A Customer that incorporates into the Platform the personal data of third parties (customers, suppliers, employees or others) represents that it holds the consent or legitimizing basis required for their processing, assuming the status of owner of the data file, and acknowledging that the Provider acts as data processor, in accordance with the Customer's instructions.
The Service is provided «as is» and «as available». To the maximum extent permitted by the legal system, the Provider shall not be liable for indirect damages, loss of profits, loss of opportunity or loss of data that are not directly and exclusively attributable to it, nor for interruptions arising from causes beyond its control. No provision of these Terms excludes or limits any liability which, under Peruvian law, may not be validly excluded or limited.
The Customer shall hold the Provider harmless against any claim, demand, penalty or loss arising from the improper use of the Platform, from the breach of these Terms or of the law, or from the infringement of third-party rights attributable to the Customer, including reasonable defense costs.
The Customer may terminate its Subscription at any time, in accordance with the conditions of its plan. The Provider may suspend or terminate the Service, automatically and as of right, in the event of a serious or repeated breach of these Terms, non-payment, or by order of a competent authority, without prejudice to such legal actions as may be appropriate.
Neither party shall be liable for the failure to perform its obligations where such failure is due to events constituting a fortuitous event or force majeure, in accordance with article 1315 of the Civil Code, such as natural disasters, widespread power or telecommunications outages, large-scale cyberattacks, acts of authority or social conflicts, for as long as such circumstances persist.
The Customer may not assign or transfer its contractual position, in whole or in part, without the prior written consent of the Provider. The Provider may assign this agreement in cases of corporate reorganization, merger or transfer of assets, with the Customer retaining the rights recognized herein.
Unless otherwise provided, communications between the parties shall be made by electronic means, to the registered email addresses, taking full effect from the time they are sent. The Customer is responsible for keeping its contact details up to date.
If any provision of these Terms is declared null, invalid or unenforceable, such circumstance shall not affect the validity of the remaining provisions, which shall retain full force and effect. Forbearance or the failure by a party to exercise any right shall not constitute a waiver thereof.
These Terms, together with the Privacy Policy and the particular conditions of the contracted plan, constitute the entire agreement between the parties with respect to the Service. The Provider may amend them in order to adapt them to regulatory, technical or business changes, publishing the current version on this page together with its effective date; continued use of the Service shall constitute acceptance thereof.
Where the Customer qualifies as an end consumer, it is entitled to the rights recognized in the Consumer Protection and Defense Code, Law No. 29571, the observance of which is overseen by the National Institute for the Defense of Competition and the Protection of Intellectual Property (INDECOPI). The Provider makes its Complaints Book available.
These Terms are governed by and construed in accordance with the laws of the Republic of Peru. Any dispute that is not resolved by mutual agreement shall be submitted to the jurisdiction of the judges and courts of the Judicial District of Arequipa, unless a mandatory consumer protection provision establishes a different forum.
For any inquiry relating to these Terms and Conditions, the User may write to adiasoft@adiasoft.com or use our Contact page.