License Information

1. Introduction

Daxfo Technology Pvt. Ltd. (“Daxfo”, “we”, “us”, or “our”) is a private limited company incorporated under the Companies Act, 2013, with its principal place of business located at Perungudi, Chennai, Tamil Nadu, India. Daxfo is engaged in providing enterprise-grade ERP and technology consulting services, with a special focus on implementing, customizing, and supporting Microsoft Dynamics 365 Finance and Operations solutions for businesses globally.

This Privacy Policy (“Policy”) outlines the way Daxfo collects, uses, processes, stores, discloses, and protects the personal data of individuals who interact with our websites, services, platforms, and applications (collectively referred to as the “Services”).

Daxfo is committed to maintaining the confidentiality, integrity, and security of your personal information and ensuring full compliance with applicable data protection laws and regulations, including:

• The Digital Personal Data Protection Act, 2023 (India) (“DPDP Act”)
• The General Data Protection Regulation (GDPR) of the European Union
• Other relevant global privacy frameworks, where applicable

This Policy applies to all users, customers, service recipients, vendors, employees, and any other individuals whose personal data we may collect or process in connection with our Services.

By accessing or using our Services, you acknowledge that you have read, understood, and agreed to the terms of this Privacy Policy. If you do not agree with this Policy, please refrain from using our Services.

2. Definitions

• “Software” means any proprietary software, modules, extensions, applications, scripts, or configurations developed, customized, or distributed by Daxfo, including but not limited to solutions based on Microsoft Dynamics 365, Microsoft BizTalk Server, Microsoft Dynamics AX, and related documentation.
• “License” means the limited rights granted to the Licensee under this Agreement to install, access, and use the Software, subject to the restrictions herein.
• “Services” refer to any consulting, implementation, customization, training, maintenance, or support services rendered by Daxfo in connection with the Software.
• “Licensee” or “You” refers to the individual or entity that has purchased or obtained the right to use the Software under this Agreement.
• “Intellectual Property Rights” means all intellectual property rights recognized under applicable law, including copyrights, patents, trademarks, trade secrets, design rights, database rights, and all other proprietary rights.
• “Authorized User” means any employee, consultant, or contractor of the Licensee who is authorized to access or use the Software for the Licensee’s internal business purposes.
• “Third-Party Software” means software, libraries, or modules created by third parties that are integrated with or used in conjunction with the Software, which may be subject to separate open-source or proprietary licenses.
• “Documentation” means all user manuals, help files, installation guides, and technical specifications provided with the Software.

3. Grant of License

• Limited License: Subject to the terms and conditions of this Agreement, Daxfo Technology Private Limited (“Licensor”) hereby grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to install, access, and use the Software, solely for internal business operations.
• Ownership: The License does not transfer to the Licensee any ownership or intellectual property rights in the Software. All rights, title, and interest in and to the Software remain the exclusive property of Daxfo or its licensors.
• License Term: The license shall be valid for the period specified in the purchase order or subscription agreement, unless terminated earlier under this Agreement. Renewal or extension requires mutual written agreement.
• Trial License: If the Software is provided on a trial basis, the Licensee may use it solely for non-commercial evaluation purposes for the specified trial period. No warranties or support apply during the trial period, and Daxfo may terminate the license at any time without notice.

4. Scope of Use

• Permitted Use: The Licensee may use the Software:
  • on devices owned or controlled by the Licensee;
  • by the number of Authorized Users defined in the purchase agreement;
  • for internal operational use only and not for resale, sublicensing, or provision as a managed service to third parties.
• Use Restrictions: The Licensee shall not:
  • Copy, modify, or create derivative works based on the Software.
  • Distribute, sell, lease, or sublicense the Software to any third party.
  • Reverse engineer, decompile, or disassemble the Software, except where such actions are expressly permitted by law.
  • Circumvent any technical or licensing restrictions imposed by Daxfo.
• Third-Party Infrastructure: If the Software is deployed on cloud or third-party infrastructure, the Licensee is responsible for ensuring such deployment complies with this Agreement and applicable security standards. Daxfo shall not be liable for any third-party service issues.
• Compliance: The Licensee must use the Software in full compliance with all applicable laws, including data protection, export control, and intellectual property laws.
• Audit Rights: Daxfo reserves the right to audit the Licensee’s use of the Software upon reasonable notice, to verify compliance with this Agreement.

5. License Restrictions

• Prohibited Activities: Except as expressly permitted in this Agreement, the Licensee shall not, and shall not permit any third party to:
  • Copy, reproduce, or duplicate the Software in whole or in part, except for backup or archival purposes as permitted by law;
  • Modify, adapt, translate, or create derivative works of the Software;
  • Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the limited extent expressly authorized by applicable law;
  • Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Software available to any third party;
  • Use the Software in a service bureau, hosted, or managed service environment for the benefit of third parties without Daxfo’s express written consent;
  • Remove, alter, or obscure any proprietary notices, labels, or trademarks contained within or displayed by the Software or its documentation;
  • Use the Software to infringe upon or violate any third party’s rights, including intellectual property, privacy, or data protection rights;
  • Circumvent any technical restrictions, licensing controls, or security features of the Software.
• Compliance with Laws: The Licensee agrees to use the Software only in compliance with all applicable local, state, national, and international laws, regulations, and conventions, including but not limited to data protection, export control, and intellectual property laws.
• No Transfer of Rights: The Licensee may not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of Daxfo. Any unauthorized transfer shall be null and void and may result in immediate termination of this Agreement.

6. Intellectual Property Rights and Ownership

• Ownership: All rights, title, and interest in and to the Software, including any modifications, enhancements, updates, and derivative works thereof, are and shall remain the exclusive property of Daxfo Technology Private Limited or its licensors. This Agreement does not convey to the Licensee any ownership rights in the Software.
• No Implied Rights: Except for the limited rights expressly granted under this Agreement, no other rights or licenses are granted or implied. All rights not expressly granted are reserved by Daxfo.
• Trademarks and Branding: All trademarks, logos, and brand names associated with the Software are the property of Daxfo or its affiliates and may not be copied, imitated, or used without prior written permission.
• Feedback: If the Licensee provides any suggestions, enhancement requests, recommendations, or other feedback (“Feedback”) relating to the Software, such Feedback shall become the exclusive property of Daxfo. Daxfo may freely use and incorporate such Feedback without any obligation to the Licensee.
• Protection of Rights: The Licensee agrees to take reasonable steps to protect Daxfo’s intellectual property from unauthorized use, reproduction, distribution, or disclosure.

7. Confidentiality

• Confidential Information: “Confidential Information” includes, but is not limited to, the Software (including source code, object code, and related technical documentation), trade secrets, business plans, pricing, customer lists, proprietary algorithms, and all other non-public information disclosed by Daxfo to the Licensee, whether oral, written, or electronic, that is designated as confidential or that reasonably should be understood to be confidential.
• Obligations of Confidentiality: The Licensee agrees to:
  • Maintain the confidentiality of all Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
  • Use the Confidential Information solely for the purpose of using the Software in accordance with this Agreement; and
  • Not disclose Confidential Information to any third party without Daxfo’s prior written consent, except to the Licensee’s employees or consultants who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.
• Exclusions: Confidential Information does not include information that:
  • Is or becomes publicly available without breach of this Agreement;
  • Was lawfully known to the Licensee prior to disclosure by Daxfo;
  • Is rightfully obtained by the Licensee from a third party without restriction; or
  • Is independently developed by the Licensee without use of or reference to Daxfo’s Confidential Information.
• Compelled Disclosure: If the Licensee is required by law, court order, or government regulation to disclose any Confidential Information, it shall provide Daxfo with prompt notice (to the extent legally permissible) and cooperate reasonably in any efforts to limit or protect such disclosure.
• Return or Destruction: Upon termination of this Agreement or upon Daxfo’s written request, the Licensee shall promptly return or destroy all Confidential Information, including copies, and certify in writing such destruction or return.

8. Data Protection and Security

• Data Collection: Daxfo may collect, process, and store limited technical or usage data relating to the Licensee’s use of the Software for the purpose of improving functionality, providing support, and ensuring compliance with this Agreement. Such data shall not include personal data unless expressly permitted or required.
• Personal Data: If the Software involves the collection or processing of personal data, the Licensee agrees to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR), the Indian Information Technology Act, 2000 (as amended), and any other applicable privacy laws or regulations.
• Data Ownership and Responsibility: All data inputted, uploaded, or generated by the Licensee through the Software remains the sole property of the Licensee. The Licensee is solely responsible for the accuracy, legality, and security of such data.
• Security Measures: Daxfo will implement and maintain commercially reasonable technical and organizational measures to protect the Software, and any data processed therein from unauthorized access, loss, or destruction. However, the Licensee acknowledges that no system is completely immune to security threats, and Daxfo makes no absolute guarantee against security breaches.
• Data Breach Notification: In the event of a confirmed data breach affecting the Licensee’s data, Daxfo shall notify the Licensee without undue delay, providing relevant details and mitigation steps as required by applicable law.
• Third-Party Hosting and Integration: If the Software is hosted on or integrated with third-party platforms (e.g., Microsoft Azure), the Licensee agrees that such platforms may have their own data handling policies. Daxfo is not responsible for data handled by such third-party services unless explicitly agreed otherwise.

9. Third-Party Software Components

• Incorporation of Third-Party Software: The Software may contain or be distributed with third-party software components, libraries, or modules that are licensed under separate license terms, including open-source licenses. The Licensee’s use of such third-party software is governed by the respective license terms and not by this Agreement.
• Acknowledgement and Compliance: The Licensee agrees to review and comply with all applicable third-party license terms. A list of such third-party components and their respective licenses (if any) will be made available by Daxfo upon request or may be included in the documentation or installer package.
• No Warranty for Third-Party Software: Daxfo makes no representations or warranties with respect to any third-party software or open-source components and disclaims all liability for damages resulting from their use. Such software is provided “as-is,” without warranty of any kind, unless otherwise expressly stated by the third-party licensor.
• Responsibility for Integration: If the Licensee integrates the Software with other third-party systems or platforms (including Microsoft products), the Licensee shall be solely responsible for ensuring that such integration does not breach any third-party license or violate any applicable laws.
• Changes in Third-Party Terms: Daxfo is not responsible for changes in third-party licensing terms, availability, or performance. The Licensee is encouraged to regularly monitor and review such third-party terms where applicable.

10. Warranties and Disclaimers

• Limited Warranty: Daxfo warrants that the Software will substantially conform to the documentation provided at the time of delivery, under normal use and service, for a period of thirty (30) days from the date of installation or access (“Warranty Period”). During this period, Daxfo will, at its sole discretion, either repair, replace, or refund the License Fee for any non-conforming Software reported in writing.
• Exclusions from Warranty: This limited warranty does not apply if the Software:
  • Has been altered, modified, or adapted by anyone other than Daxfo;
  • Is not used in accordance with this Agreement or the documentation;
  • Is used with hardware or software not specified or approved by Daxfo;
  • Is affected by third-party integrations or configurations;
  • Fails due to events beyond Daxfo’s reasonable control, including but not limited to power failures, network issues, acts of God, or cyber-attacks.
• Disclaimer of Warranties: Except for the express warranty above, to the maximum extent permitted by applicable law, the Software is provided “as is” and “as available,” without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or non-infringement.
• Third-Party Platforms: Daxfo makes no warranties regarding the continued compatibility, availability, or performance of the Software with any third-party platforms (such as Microsoft Azure or Dynamics 365) and assumes no liability for issues arising from their use.
• No Guarantee of Results: Daxfo does not warrant that the Software will meet the Licensee’s requirements, operate without interruption or error, or produce any results or outcomes.

11. Limitation of Liability

• Limitation on Damages: To the fullest extent permitted by applicable law, in no event shall Daxfo, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to the use or inability to use the Software, even if Daxfo has been advised of the possibility of such damages.
• Cap on Liability: Daxfo’s total cumulative liability for any and all claims arising from or relating to this Agreement, regardless of the form of action (whether in contract, tort, or otherwise), shall not exceed the amount actually paid by the Licensee to Daxfo for the Software in the twelve (12) months immediately preceding the event giving rise to the claim.
• Exceptions: The above limitations shall not apply to liability arising from:
  • Death or personal injury caused by Daxfo’s negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other liability which cannot be excluded or limited under applicable law.
• Risk Acknowledgment: The Licensee acknowledges that the Software may be subject to limitations, delays, and other problems inherent in the use of internet-based services, third-party platforms, and electronic communications. Daxfo shall not be liable for any such issues or any damages resulting therefrom.

12. Indemnification

• By Licensee: The Licensee agrees to indemnify, defend, and hold harmless Daxfo, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to:
  • The Licensee’s breach of this Agreement;
  • Use of the Software in violation of any applicable law, regulation, or third-party right (including intellectual property rights);
  • Unauthorized integration or modification of the Software;
  • Any data, content, or materials inputted or uploaded by the Licensee that infringe the rights of a third party.
• Procedure: Daxfo will provide prompt written notice of any indemnifiable claim and will reasonably cooperate, at the Licensee’s expense, in the defense of such claim. The Licensee shall not settle any claim without Daxfo’s prior written consent unless it releases Daxfo from all liability.

13. Term and Termination

• Term: This Agreement shall commence on the date the Licensee first installs, accesses, or uses the Software and shall continue in effect unless terminated earlier in accordance with this clause.
• Termination by Daxfo: Daxfo may terminate this Agreement immediately upon written notice if:
  • The Licensee breaches any material term of this Agreement and fails to cure such breach within ten (10) days of receiving notice thereof;
  • Daxfo is required to do so by law or court order;
  • The Licensee engages in fraudulent or unlawful use of the Software.
• Effect of Termination: Upon termination of this Agreement for any reason:
  • All rights and licenses granted to the Licensee shall immediately terminate;
  • The Licensee shall cease all use of the Software and destroy all copies in its possession or control;
  • Any obligations or liabilities incurred prior to termination shall survive.
• Survival: Clauses concerning intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law shall survive termination of this Agreement.

14. Governing Law and Jurisdiction

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• Jurisdiction: Subject to Clause 15 (Dispute Resolution), the courts located in Chennai, India, shall have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to this Agreement. The parties irrevocably submit to the personal jurisdiction of such courts.
• Compliance with Local Laws: The Licensee is responsible for complying with all applicable laws, regulations, and legal requirements in the jurisdiction where the Software is used.

15. Dispute Resolution

• Amicable Settlement: In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good faith negotiations within thirty (30) days of the dispute being notified in writing by either party.
• Mediation: If the dispute is not resolved through direct negotiations, the parties may mutually agree to attempt resolution through mediation, administered by a neutral third-party mediator, before proceeding to arbitration or litigation. Mediation shall be conducted in Chennai, India, in English.
• Arbitration: If the dispute remains unresolved, it shall be finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator appointed mutually by the parties. If the parties are unable to agree on an arbitrator within fifteen (15) days of a written request, the arbitrator shall be appointed in accordance with the Rules of the Madras High Court Arbitration Centre.
• Place and Language: The seat and venue of arbitration shall be Chennai, India, and the proceedings shall be conducted in English.
• Binding Effect: The award rendered by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

16. Force Majeure

• Daxfo shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, cyberattacks, natural disasters, labor strikes, pandemics, or government actions. The affected party must notify the other promptly and make reasonable efforts to mitigate the delay. If such conditions persist for over sixty (60) days, either party may terminate this Agreement without further liability, except for obligations accrued prior to termination.

17. Notices

• All notices under this Agreement shall be in writing and delivered by email or registered post to the addresses provided by the parties. Notices shall be deemed received upon confirmation of delivery or, in the case of email, upon acknowledgment or system-generated delivery confirmation.

18. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect.
• Waiver: No waiver by either party of any breach or default under this Agreement shall be deemed a waiver of any preceding or subsequent breach or default.
• Assignment: The Licensee shall not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Daxfo. Any unauthorized assignment shall be null and void.
• Relationship of the Parties: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
• Amendment: This Agreement may not be amended or modified except in writing signed by both parties.