SOFTWARE SUBSCRIPTION AGREEMENT

Last updated on 2024-09-12

This Software Subscription Agreement (the "Agreement") is a legally binding contract between you (the “User,” "Client," "you," or "your") and Bill24 Co. Ltd. (the "Provider," “Bill24,” "we," "us," or "our") regarding your access to and use of the BillFlow cloud-based software and related services (the "Services"). By subscribing and signing up online for the Services, you acknowledge and agree to all the terms and conditions outlined in this Agreement, including applicable fees. Please review this Agreement thoroughly before proceeding with the sign-up and subscription process.

This Agreement, in conjunction with any other agreements you may have with Bill24 (collectively, "Bill24 Agreements"), governs your use of the Services. In case of any inconsistencies between the terms in other agreements and this Agreement, the terms in this Agreement will prevail with respect to your use of the Services.

We reserve the right to modify or amend this Agreement and any related policies periodically. Changes will become effective when posted on our website or communicated through other official channels. Your continued use of the Services after such changes constitutes your acceptance. If you do not agree to the modifications, you must terminate your subscription prior to the effective date of the changes.

1. DEFINITIONS

1.1. Authorized Users: Individuals authorized by the Client to use the Software Services and Documentation under this Agreement.

1.2. Business Day: Any day excluding Saturdays, Sundays, and public holidays.

1.3. Client Data: All data provided by the Client or Authorized Users for use in connection with the Services.

1.4. Confidential Information: Information that is proprietary or confidential and identified as such.

1.5. Documentation: User instructions or guides provided by the Provider, outlining the use of the Services.

1.6. Software: The BillFlow cloud-based software and related services provided by the Provider.

1.7. SaaS (Software as a Service): Subscription-based cloud services offered by the Provider under this Agreement.

1.8. Subscription Fee: The fee paid by the Client for access to the Software and Services.

2. GRANT OF LICENSE

2.1. Access Rights: The Provider grants the Client a non-exclusive, non-transferable, limited license to access and use the SaaS Services during the subscription term, subject to the timely payment of all applicable fees. The Services are intended solely for the Client’s internal business purposes.

2.2. Subscription Term: The subscription will commence once the Client has completed the online sign-up process and remains effective for the term selected at the time of subscription (monthly, annual, etc.). It will automatically renew unless canceled in accordance with this Agreement.

3. SUBSCRIPTION AND PAYMENT TERMS

3.1. Subscription Plan: Upon signing up online, you will select a subscription plan (e.g., monthly, annual) that determines the scope and fees of your access to the Services.

3.2. Fees: All fees for the Services will be detailed on our website and must be paid in accordance with the selected subscription plan. The Client authorizes the Provider to charge the subscription fees automatically to the payment method provided at the time of subscription.

3.3. Price Adjustments: The Provider reserves the right to adjust fees for the Services at its discretion, with prior notice provided through official communication channels or posted on the website.

3.4. Non-Refundable Fees: All fees are non-refundable, except as required by law or as otherwise agreed in writing.

3.5. Late Payment: Failure to pay subscription fees on time may result in suspension or termination of your access to the Services. The Provider will provide a minimum of thirty (30) days' prior written notice before suspending access due to non-payment.

4. USE OF THE SOFTWARE

4.1. Restrictions on Use: The Client agrees not to:

4.1.1. Modify, copy, or create derivative works from the Software.

4.1.2. Reverse-engineer, disassemble, or otherwise attempt to access the Software's source code.

4.1.3. Use the Software for purposes other than those authorized under this Agreement.

4.1.4. Provide unauthorized third parties with access to the Software.

4.1.5. Use the Software in a manner that violates any laws or regulations.

4.2. User Conduct: The Client is responsible for maintaining the confidentiality of login credentials and preventing unauthorized use of the Software. The Provider shall not be liable for any unauthorized use of the Client’s account.

4.3. Security Responsibilities: The Provider uses commercially reasonable efforts to protect the Client’s data, but the Client is also responsible for ensuring proper security practices, including strong password use and managing access controls.

5. CLIENT DATA AND PRIVACY

5.1. Data Ownership: The Client retains full ownership of the Client Data. The Provider will only use this data as necessary to provide the Services, in accordance with this Agreement and applicable data protection laws.

5.2. Data Processing: The Provider shall process Client Data in compliance with its Privacy and Security Policy. The Client is responsible for ensuring that the transfer of personal data to the Provider complies with applicable data protection legislation. The Client is solely responsible for the accuracy, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership of all data and information it processes, uses, or transmits through the Subscribed Services.

5.3. Data Storage and Retention: Upon termination of the Agreement, the Provider will retain Client Data only as required by law or to fulfill its obligations under this Agreement. After this period, the data will be securely deleted or anonymized.

6. PRIVACY AND CONFIDENTIALITY

6.1. Confidentiality Obligations: Both parties agree to protect each other’s Confidential Information and use it solely for the purposes set forth in this Agreement.

6.2. Privacy and Security: The Provider implements appropriate measures to safeguard the privacy and security of Client Data but cannot guarantee against all risks.

6.3. Use of the Internet: The Client understands and acknowledges that the Internet and communications over the Internet may not be secure and that connecting to the Internet provides opportunities for unauthorized access to computer systems, networks, and data stored therein. The Provider does not guarantee the privacy, security, authenticity, non-corruption, or destruction of any information transmitted or stored via the Internet. Use of any information obtained or transmitted over the Internet is at the Client’s own risk, and the Provider shall not be responsible for any adverse consequences or losses resulting from such use.

7. SERVICE AVAILABILITY AND PERFORMANCE

7.1. Service Levels: The Provider aims to ensure that the Services are available and operational at all times, but makes no guarantees regarding uninterrupted availability or freedom from errors. Service outages may occur due to maintenance, upgrades, or external factors beyond the Provider’s control.

7.2. Service Support: The Provider offers technical support to the Client during normal business hours via its designated support channels. The Client agrees to provide all necessary cooperation and information to facilitate support.

8. LIMITATION OF LIABILITY

8.1. No Warranty: The Services are provided "as is" without warranties of any kind, either express or implied. The Provider disclaims any warranty of merchantability, fitness for a particular purpose, or non-infringement.

8.2. Limitation of Liability: In no event shall the Provider’s liability exceed the amount paid by the Client for the Services during the six (6) months preceding the event giving rise to the claim.

8.3. Exclusion of Certain Damages: The Provider shall not be liable for any indirect, consequential, or punitive damages arising from the use of the Services, including loss of profits or data.

9. TERMINATION AND SUSPENSION

9.1. Termination by Client: The Client may terminate this Agreement at any time by providing written notice or by canceling the subscription through the online portal. Any fees paid prior to termination will not be refunded.

9.2. Termination by Provider: The Provider may terminate this Agreement if the Client fails to comply with the terms, including non-payment of fees, with thirty (30) days' prior notice.

9.3. Effect of Termination: Upon termination, the Client’s access to the Software and Services will cease, and all outstanding fees will become immediately due. The Client must stop using the Services and remove any associated software or documentation.

9.4. Data Retrieval Post-Termination: The Client will have thirty (30) days after termination to retrieve any stored data. After this period, the Provider reserves the right to delete the data permanently.

10. MISCELLANEOUS

10.1. Non-Restrictive Relationship: The Provider may offer similar services to other clients, and the Client is free to use other service providers.

10.2. Notices: All notices required or permitted under this Agreement will be provided via the Provider’s website, by email, or by other official communication channels.

10.3. Severability: If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force.

10.4. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the use of the Services and supersedes all prior agreements or understandings.

10.5. Governing Law: This Agreement will be governed by and construed in accordance with the laws of the Kingdom of Cambodia.

DIGITAL ACCEPTANCE

By clicking "Agree" or "Accept" during the online sign-up process, or by continuing to use the Services, you acknowledge and agree that this Agreement is accepted digitally, and your acceptance has the same legal effect as signing a physical copy of this Agreement.