These Dinoosys terms & conditions (“agreement” or “terms”) govern your acquisition and use of Dinoosys’s services. If you register for a free trial for Dinoosys’s services, this agreement will also govern that free trial. By accepting this agreement, either by clicking a box indicating your acceptance or by executing an order form that references this agreement, you agree to the terms of this agreement.


Dinoosys reserves the right to change these Terms or any Services at any time, effective upon the posting of modified Terms or Services on the Website, and Dinoosys will make every effort to communicate these changes to You via the Website. It is likely that the Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent Terms available on the Website.


1. DEFINITIONS

“Agreement” or “Terms”

Means these Dinoosys Terms and Conditions.

“Access Fee”

Means the monthly or annual fee (excluding VAT) and any applicable one-time-service fees payable by You in accordance with the fee schedule set out on the Website and as agreed to in Your Subscription Form for the Services.

“Billing Contact”

Means Your nominated contact entity and address for billing purposes.

“Confidential Information”

Includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Services, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.

“Data”

Means any data inputted by You or with Your authority into the Website.

“Intellectual Property Right”

Means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“Invited User”

Means any person or entity, other than the Subscriber, that uses the Services with the authorization of the Subscriber from time to time.

“Services”

Means the online inventory management and other Dinoosys platforms/products provided.

“Subscriber”

Means the person who registers to use the Services and, where the context permits, includes any entity on whose behalf that person registers to use the Services and is permitted to do so under this Agreement. This can also be known as the “Account Owner”.

“Dinoosys”

Means Dinoosys Software Limited which is registered in South Africa, Dinoosys Software Pty Ltd.

“Website”

Means the Internet site at the domain www.dinoosystech.comor any other site operated by Dinoosys.

“You”

Means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.

“Your Organizations”

Means an organization that You have added to the Services or that have been added with Your authority or as a result of Your use of the Services.

“Order Form”

Means the subscription check out page where the Dinoosys services and renewal period is selected.

“Renewal period”

Means a term at which the services will be automatically billed on, this will either be Monthly or Annual term and may differ for each Dinoosys Service.

Any reference to “includes” or “including” is on a without limitation basis.

We may collect information about our customers, sales, traffic patterns and related site information. This information helps us evaluate and improve our site and is sometimes useful for marketing and investment analysis. We may share this information with reputable third parties, but only in aggregate statistical form that includes no personally identifying information.


Use of "Cookies"

Cookies are small files Web sites place on your hard drive that allow sites to identify you. The use of cookies is a common practice on many Web sites. For example, if you allow a site to remember your login name or password, the site places a cookie on your computer. Cookies cannot read any other information on your hard drive. We may place cookies on your computer to allow us to identify you. We may use cookies to measure Web traffic, to offer you certain services and to customize your visit. However, if you do not wish to receive cookies, or want to be notified of when they are placed, your browser may permit you to do so.

Security

We will take reasonable steps to protect the information you share with us from unauthorized access or disclosure.

Linked Sites

Our site may link to other sites not controlled by Dinoosys Technologies. We are not responsible for the privacy or security practices of any other Web sites links on our site.

Changes to the Privacy Policy

We reserve the right to change this policy at any time without notice

Clients Feedback

If you have a question or comment about the Dinoosys Technologies site, please send it to us feedback@dinoosys.com

2. END USER LICENSE AGREEMENT (USE OF SOFTWARE)

Dinoosys grants You the right to access and use the Services via the Website with the particular Invited User roles available to You according to Your subscription type, as per Your Order Form. This right is non-exclusive, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:

  • a. the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Services that Invited User has;
  • b. the Subscriber is responsible for all Invited Users’ use of the Service;
  • c. the Subscriber controls each Invited User’s level of access to the relevant organization and Services at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; and
  • d. if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Services that Invited User shall have, if any.
  • e. a named user allows that single user access in accordance to the terms and conditions, this must be a named user and shall not be shared with others.

3. YOUR OBLIGATIONS

  • 3.1. Payment obligations:

    An invoice for the Access Fee will be issued monthly or annually in advance (depending on your subscription type) at the beginning of each monthly or annual subscription period for which You have subscribed for in an Order Form. All invoices will include the Access Fee for the corresponding period of use (including any one-time-service fees that shall be payable in lump sums). Dinoosys will continue invoicing You monthly or annually in advance (as the casemay be) until this Agreement is terminated.All Dinoosys invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice within five days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fees.

  • 3.2. Preferential pricing or discounts:

    You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organizations that You have added to the Services or that have been added with Your authority or as a result of Your use of the Services (“Your Organizations”). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that Dinoosys may have under these Terms or at law, Dinoosys reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Services in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.

  • 3.3. General obligations:

    You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Dinoosys or condition posted on the Website. You may use the Services and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

  • 3.4. Access conditions:
    • a. You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. You must immediately notify Dinoosys of any unauthorized use of Your passwords or any other breach of security and Dinoosys will reset Your password and You must take all other actions that Dinoosys reasonably deems necessary to maintain or enhance the security of Dinoosys’s computing systems and networks and Your access to the Services.
    • b. As a condition of these Terms, when accessing and using the Services, You must:
      • i. not attempt to undermine the security or integrity of Dinoosys’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
      • ii. not use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
      • iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
      • iv. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
      • v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
  • 3.5. Usage Limitations:

    Use of the Services may be subject to limitations, including monthly transaction volumes, number of users, number of SKU’s, number of warehouses and the number of calls You are permitted to make against Dinoosys’s application programming interface (“API”). Any such limitations may be varied by Dinoosys in its sole discretion and will be advised from time to time. Any limitations will remain in effect for the duration of your contract with Dinoosys and any subsequent renewal period.

  • 3.6. Communication Conditions:

    As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).

    When You make any communication on the Website, You represent that You are permitted to make such communication. Dinoosys is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Dinoosys does reserve the right to remove any communication at any time in its sole discretion.

  • 3.7. Indemnity:

    You indemnify Dinoosys against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Dinoosys, including any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. INTELLECTUAL PROPERTY

  • 4.1. General:

    Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Dinoosys (or its licensors).

  • 4.2. Ownership of Data:

    Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Dinoosys Access Fees when due and any re-establishment fee due and payable as per order form. You grant Dinoosys a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this license is without limitation to Dinoosys’s right to create anonymized data compilations or similar works.

  • 4.3. Backup of Data:

    You must maintain copies of all Data inputted into the Service. Dinoosys adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Dinoosys expressly excludes liability for any loss of Data no matter how caused.

  • 4.4. Third-party applications and your Data:

    If You enable third-party applications for use in conjunction with the Services, You acknowledge that Dinoosys may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Dinoosys shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

  • 4.5. Accuracy of Data:

    When You input any Data onto the Website You agree and acknowledge that You are responsible for ensuring the accuracy of such Data. Dinoosys is under no obligation to ensure that Your Data on the Website is an accurate representation of Your actual business data.

5. WARRANTIES AND ACKNOWLEDGEMENTS

  • 5.1. Authority:

    You warrant that where You have registered to use the Services on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Services You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.

  • 5.2. Acknowledgement:

    You acknowledge that:

    • a. You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
    • b. Dinoosys has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
      • i. You are responsible for ensuring that You have the right to do so;
      • ii. You are responsible for authorizing any person who is given access to information or Data, and you agree that Dinoosys has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
      • iii. You will indemnify Dinoosys against any claims or loss relating to:
        • A. Dinoosys’s refusal to provide any person access to Your information or Data in accordance with these Terms; and/or
        • B. Dinoosys’s making available information or Data to any person with Your authorization.
    • c. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
    • d. Dinoosys does not warrant that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Dinoosys is not in any way responsible for any such interference or prevention of Your access or use of the Services.
    • e. Dinoosys is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
    • f. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
    • g. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
  • 5.3. No warranties:

    Dinoosys gives no warranty about the Services. Without limiting the foregoing, Dinoosys does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability, fitness for purpose, title and non-infringement.

  • 5.4. Consumer guarantees:

    You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

6. GENERAL

  • 6.1. Entire agreement:

    These Terms, together with the Dinoosys Privacy Policy and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Dinoosys relating to the Services and the other matters dealt with in these Terms.

  • 6.2. Waiver:

    A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

  • 6.3. Delays:

    Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

  • 6.4. No Assignment:

    You may transfer the rights to other Dinoosys user with Dinoosys’s written consent. The transfer of the billing ownership may be requested by contacting support@dinoosys.com It is at the discretion of Dinoosys to action this change over.

  • 6.5. Severability:

    If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

  • 6.6. Notices:

    Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to Dinoosys must be sent to support@dinoosys.com or Page 8 of 8 to any other email address notified by email to You by Dinoosys. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

  • 6.7. Rights of Third Parties:

    A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.