Terms of Service

By accessing or using the erps.one platform ("Service"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of a company or other legal entity ("Customer"), you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity. If you do not agree to these Terms, do not use the Service.

erps.one is a cloud-based, modular Enterprise Resource Planning (ERP) platform. Three core modules — Authentication & Security, Platform Utilities, and User & Access Management — are always active. You may additionally enable optional business modules, which currently include Human Resources, Customer Relationship Management, Sales, Point of Sale, Invoicing & Billing, Accounting & Finance, Payroll, Inventory & Warehouse, Procurement, Projects, Fixed Assets, Documents, Support, Logistics, E-commerce, Manufacturing, Business Intelligence, and Internal Communication.

The Service provides software tools for recording, calculating and reporting on your business operations. It does not provide professional services of any kind. See Section 9 (No Professional Advice) and Section 10 (Module-Specific Terms).

We reserve the right to modify, add, suspend or discontinue any module or feature. Where a change materially reduces functionality you are actively using, we will give at least 30 days' notice.

You must create an account to use the Service. You agree to provide accurate, current and complete information and to update it as necessary. You are responsible for maintaining the confidentiality of your credentials, for configuring roles and permissions appropriately within your organisation, and for all activity that occurs under your account and under the accounts of your users. You must notify us immediately at security@erps.one of any suspected unauthorised access.

The Service is offered on a subscription basis. There are no plan tiers. Your price is assembled from a base platform fee, plus a charge for each optional module you enable, plus a per-seat charge determined by banded seat counts. Annual billing is offered at a discount to monthly billing. Applicable taxes are added where required.

Increases apply immediately. Enabling a module, increasing your seat count, or switching from monthly to annual billing takes effect at once, and a prorated charge for the remainder of the current billing period is raised at that time.

Reductions apply at the end of the billing period. Disabling a module, reducing your seat count, or switching from annual to monthly billing takes effect at the end of your current billing period. You retain access to the affected modules and seats until then. No credit or refund is issued for the remainder of the period.

Usage-based charges (such as storage, API calls, and payroll employee counts) are calculated at the end of each billing period and charged in arrears. We may change our fees on 30 days' written notice; continued use after a fee change takes effect constitutes acceptance. Failure to pay may result in suspension or termination under Section 20. Refunds are governed by our Refund Policy.

We offer a 14-day free trial for new accounts. No payment method is required to start the trial and no charge is made during it. A valid payment method must be added before the trial ends for the subscription to begin; if none is on file, the account will not convert and access will cease. Trial accounts may have limited features at our discretion. We may withdraw or refuse a trial where we reasonably suspect abuse, including repeated trials taken by the same person or organisation.

"Customer Data" means all data you or your users submit to the Service, including records concerning your employees, customers, suppliers and finances. You retain ownership of Customer Data. You grant us a limited, non-exclusive licence to host, process and transmit Customer Data solely to provide, secure and support the Service.

For Customer Data, you are the data controller and we act as your processor (or, under applicable US state privacy laws, you are the business or controller and we are the service provider or processor). We process Customer Data only on your documented instructions, which these Terms and your use of the Service constitute. For account registration, billing and platform usage data, we act as controller. Our Privacy Policy describes both roles.

You are responsible for the lawfulness of the Customer Data you submit: for having a valid legal basis to process it, for providing any required notices to and obtaining any required consents from the individuals concerned (including your employees and customers), and for the accuracy of the data itself. A Data Processing Agreement, including Standard Contractual Clauses for international transfers, is available on request from privacy@erps.one.

Certain modules are capable of storing sensitive categories of data — for example Social Security numbers and bank details in Payroll, and health plan and benefits information in Human Resources. You must not submit protected health information subject to HIPAA without first executing a Business Associate Agreement with us. You must not submit payment card numbers, magnetic stripe data, or card security codes into free-text fields anywhere in the Service; all card processing is handled by Stripe.

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation
• Attempt to gain unauthorised access to any part of the Service, to another customer's data, or to our systems
• Probe, scan or test the vulnerability of the Service without our prior written consent
• Transmit viruses, malware, or other harmful code
• Scrape, mine, or systematically extract data from the Service other than through features we provide for that purpose
• Resell, sublicence, or provide the Service as a service bureau to third parties without our written consent
• Reverse engineer, decompile or disassemble the Service, except to the extent that restriction is prohibited by law
• Submit data you have no lawful right to process, or use the Service to send unsolicited communications
• Interfere with or place an unreasonable load on the Service or circumvent usage limits

The Service records, calculates and presents information from the data you supply and from settings you configure. You are responsible for:

• The accuracy and completeness of the data and settings you enter
• Reviewing every figure the Service produces before you rely on it, act on it, pay against it, or file it with any authority
• Managing which of your users hold which roles and permissions
• Meeting your own legal, tax, employment, accounting, licensing and regulatory obligations
• Retaining your own records independently of the Service

The Service is software. It is not tax, accounting, legal, financial, employment, medical or other professional advice, and no part of the Service, its documentation or its help content constitutes such advice or creates any professional or fiduciary relationship between us. Outputs are calculated from published rules and rates as we have implemented them and from the data and configuration you supply. They may be incomplete, out of date, or inapplicable to your circumstances.

You should obtain advice from a qualified professional — an accountant, tax adviser, employment lawyer or other appropriate specialist — before relying on any output of the Service for a decision with legal or financial consequences. You remain solely responsible for what you file, pay, withhold, report, publish or decide.

The following apply in addition to the rest of these Terms where you enable the module concerned.

Payroll.You are the employer of record for everyone you pay through the Service. We do not act as your payroll agent, do not file returns on your behalf, and do not remit any tax, contribution or garnishment to any authority. The Service generates calculations and filing artifacts (such as Forms 941, 940, W-2 and 1099-NEC and state returns); submitting them, and paying the amounts due, remains entirely your responsibility and your accountant's. Withholding is computed from the tax rates in force for your account; where the rates for a jurisdiction are not yet available, the Service will refuse to calculate a pay run for that jurisdiction rather than withhold nothing. You must verify each pay run before approving it. We are not liable for any penalty, interest, assessment, back pay or other loss arising from withholding amounts, filings, payments, direct deposit files, or classification of workers.

Accounting, Invoicing & Billing. The Service maintains ledgers, documents and reports from the entries and configuration you supply. It does not perform an audit, review or compilation, does not certify any figure, and does not constitute a book of record for statutory purposes unless you determine it to be adequate for that use. Tax calculation depends on the tax codes and rates you configure. You are responsible for the accuracy of your chart of accounts, period closes, tax treatment, revenue recognition, and the correctness of any invoice, credit note, statement or financial report you issue or file.

Point of Sale and payment collection.Where the Service helps you take payment from your own customers, you are the merchant of record for those transactions. Card processing is performed by Stripe under your own agreement with Stripe, and Stripe's terms and fees govern it. We do not store card numbers. You are responsible for receipts, refunds, chargebacks, sales tax, cash handling and reconciliation, and for compliance with card network rules and PCI DSS as they apply to you. Where the Service allows a till to keep working without a connection, transactions are held until the connection returns; you are responsible for reconciling any transaction that does not come through.

Human Resources. Records concerning recruitment, performance, leave, attendance, compensation and benefits are your records about your people. You are responsible for compliance with employment, anti-discrimination, wage-and-hour, leave and data protection law in every jurisdiction where you employ people, and for any decision made about a worker. Any scoring, ranking or automated suggestion the Service presents is a convenience, not a determination; a human must make the decision.

Inventory, Procurement, Manufacturing and Logistics. Stock levels, valuations, reorder suggestions, capacity plans, customs documents and shipping rates are derived from your data and, where applicable, from third-party carrier or provider APIs. They may not reflect physical reality. You are responsible for physical stocktaking, for the accuracy of customs and export declarations, for product safety and labelling, and for the terms of your own purchase orders and supplier contracts.

Documents and e-signature. We make no representation that any signature, document or record produced through the Service is enforceable, admissible, or compliant with the electronic signature or record-retention laws applicable to you. You are responsible for determining whether it meets your legal requirements.

Communication. You are responsible for the content of messages, announcements and email sent through the Service and for compliance with anti-spam, telemarketing, recording, and communications-monitoring laws, including obtaining any consent required from recipients or employees.

Modules or features identified as beta, preview, early access or similar are provided for evaluation. They may be incomplete, may contain material errors, may produce inaccurate output, may change or be withdrawn without notice, and are excluded from any service commitment. They are provided "as is" with no warranty whatsoever, and to the maximum extent permitted by law we accept no liability arising from their use. You should not rely on a beta module for a legal, tax, financial or employment obligation without independently verifying its output.

The Service relies on third-party providers, including Stripe for payment processing and providers of cloud hosting, email delivery and notification delivery. A current list of our sub-processors is available on request from privacy@erps.one. Your use of a third-party service is governed by that provider's own terms and privacy policy. We are not responsible for the acts, omissions, availability, accuracy or security of any third-party service, or for any integration you enable through our API, webhooks or connectors.

erps.one and its licensors own all intellectual property rights in the Service, including its software, designs, logos, and documentation. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription and no other rights. You retain ownership of Customer Data. If you send us feedback or suggestions, you grant us a perpetual, royalty-free licence to use them without obligation to you.

Each party agrees to keep the other party's confidential information confidential, to use it only for purposes of these Terms, and not to disclose it to third parties without prior written consent, except to personnel and subcontractors bound by equivalent obligations or as required by law. This obligation survives termination for three (3) years, and indefinitely for trade secrets.

We aim to provide a reliable Service but do not guarantee uninterrupted availability. We may perform scheduled maintenance and will give reasonable notice where practicable. Emergency maintenance may occur without notice. Where a written service level commitment has been agreed, service credits under that commitment and under our Refund Policy are your sole and exclusive remedy for unavailability.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CALCULATION, TAX FIGURE, REPORT, FORM OR OTHER OUTPUT WILL BE ACCURATE, CURRENT, COMPLETE OR SUITABLE FOR ANY LEGAL, TAX, ACCOUNTING OR REGULATORY PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ERPS.ONE, ITS AFFILIATES, OFFICERS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS; FOR ANY LOSS OR CORRUPTION OF DATA; OR FOR ANY FINE, PENALTY, INTEREST, ASSESSMENT OR OTHER CHARGE IMPOSED BY ANY TAX, REGULATORY OR GOVERNMENTAL AUTHORITY — WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence. These limitations apply even if a remedy fails of its essential purpose, and reflect an agreed allocation of risk that is reflected in our pricing.

You agree to defend, indemnify and hold harmless erps.one and its affiliates, officers and employees from and against any third-party claim, demand, proceeding, loss, damage, fine, penalty, cost or expense (including reasonable legal fees) arising out of or relating to: (a) Customer Data, including any claim that it infringes a third party's rights or was processed unlawfully; (b) your use of the Service in breach of these Terms or applicable law; (c) your employment, tax, accounting, consumer, product or regulatory obligations, including any filing, withholding, payment or disclosure you made or failed to make; and (d) any dispute between you and your own employees, customers or suppliers.

These Terms remain in force while you hold an account. You may cancel at any time from the billing settings page; cancellation takes effect at the end of your current billing period and no refund is issued for that period except as set out in our Refund Policy. We may terminate for convenience on 30 days' notice, or immediately if you materially breach these Terms and fail to cure within 10 days of notice.

On termination your right to use the Service ceases. You are responsible for exporting your data before termination takes effect. We will retain Customer Data for 30 days after termination so that you may request an export, after which it is permanently deleted from active systems, with backups expiring on their ordinary cycle. Sections 6, 9, 13, 14, 16, 17, 18, 21 and 23 survive termination.

We may suspend your access, in whole or in part and with notice where practicable, if your account is overdue, if your use poses a security risk or threatens the integrity of the Service or another customer's data, if we reasonably suspect fraud or unlawful use, or if suspension is required by law. We will restore access promptly once the cause is resolved.

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties will first attempt in good faith to resolve any dispute by negotiation for 30 days. Any unresolved dispute is subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each party consents to that jurisdiction and venue. Each party waives any right to a trial by jury and agrees that claims may be brought only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding. Any claim must be brought within one (1) year of the event giving rise to it.

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, government action, failure of the public internet, or the failure of an infrastructure provider.

These Terms, together with our Privacy Policy, Cookie Policy and Refund Policy, form the entire agreement between the parties on this subject and supersede all prior understandings. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder stays in force. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger or sale of assets. Nothing here creates a partnership, agency, joint venture or employment relationship. Notices to you may be sent by email or shown in the Service; notices to us must be sent to the address in Section 25.

We may update these Terms. We will give at least 14 days' notice of material changes by email or in-app notification, and will update the "Last updated" date above. Continued use of the Service after changes take effect constitutes acceptance. If you do not accept a material change, your remedy is to stop using the Service and cancel before it takes effect.

Questions about these Terms: legal@erps.one. Privacy and data protection: privacy@erps.one. Billing: billing@erps.one. Security: security@erps.one.