Terms of Service

1. Acceptance of Terms

By accessing or using Axis ERP (axiserp.com), operated by AERYA IT SOLUTIONS SRL, you agree to be bound by these Terms of Service. If you do not agree to these terms, please do not use our services. These terms constitute a legally binding agreement between you (the "Customer") and AERYA IT SOLUTIONS SRL (the "Provider"), registered in Romania (CUI: 48346891, J12/2640/2023), with its registered office at Str. Pavel Rosca 4 Ap. 28, Cluj-Napoca, Romania.

2. Service Description

Axis ERP is a cloud-based Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) platform. The service includes modules for sales, accounting, project management, inventory, human resources, and other business management functions. The service is provided as Software-as-a-Service (SaaS) and is accessible through web browsers.

3. Account Registration & Responsibilities

• You must provide accurate, complete, and current information during registration
• You are responsible for maintaining the confidentiality of your account credentials
• You are responsible for all activities that occur under your account
• You must notify us immediately of any unauthorized access or security breach
• You must be at least 18 years old or have the legal authority to enter into this agreement on behalf of your organization

4. Subscription & Payment

• Access to Axis ERP requires an active paid subscription (Starter or Growth plan)
• Subscription fees are billed monthly or annually, as selected at the time of purchase
• Payments are processed securely through Stripe. We do not store your payment card information
• All prices are listed in EUR or USD and are exclusive of applicable taxes. VAT is applied in accordance with applicable EU VAT regulations. For business customers in EU member states other than Romania, the reverse charge mechanism may apply upon provision of a valid VAT identification number
• You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refund is due for the remaining portion of a monthly billing period. For annual subscriptions, cancellation takes effect at the end of the annual billing period
• We reserve the right to adjust pricing with at least 30 days' prior notice. If you do not agree to a price increase, you may terminate your subscription before the new pricing takes effect, and no further charges will be applied
• We may suspend or terminate the agreement if the Customer fails to pay fees within 21 days following the due date, after a minimum of 3 payment reminders sent by email

5. Right of Withdrawal (EU Consumers)

If you are a consumer within the meaning of EU Directive 2011/83/EU (i.e., a natural person acting outside your trade, business, craft, or profession), you have the right to withdraw from this contract within 14 days of its conclusion without giving any reason. To exercise this right, you must inform us of your decision to withdraw by a clear statement (e.g., an email to info@axiserp.com). You may use the model withdrawal form provided by EU Directive 2011/83/EU Annex I(B), but this is not obligatory. Upon valid withdrawal, we will reimburse all payments received from you within 14 days using the same payment method used for the initial transaction. If you have requested that the service begin during the withdrawal period, you must pay us an amount proportional to the services provided up to the point at which you notified us of your withdrawal. By starting to use Axis ERP during the withdrawal period, you expressly consent to the commencement of the service and acknowledge that you will lose your right of withdrawal once the service has been fully performed during the withdrawal period.

6. Data Ownership

You retain full ownership of all data you enter into Axis ERP. We do not claim any intellectual property rights over your business data. Upon termination of your account, you may request an export of your data in a standard format (e.g., CSV, JSON). We will make your data available for export for 30 days after account termination, after which it will be permanently deleted.

7. Data Access by Provider

Our staff does not access your business data stored in Axis ERP unless explicitly requested by you (e.g., for technical support, troubleshooting, or data migration assistance). Any access by our team is logged, limited to the specific issue, and performed only for the purpose you have authorized. For more details, see our Privacy Policy.

8. Data Processing (DPA)

When you use Axis ERP to store and process personal data (e.g., your customers' or employees' data), we act as a data processor on your behalf within the meaning of GDPR Article 28. This section constitutes the Data Processing Agreement between you (the data controller) and us (the data processor):

• We process personal data only on your documented instructions, including with regard to transfers to third countries, unless required to do so by EU or Romanian law — in which case we will inform you of that legal requirement before processing, unless the law prohibits such disclosure
• We ensure that persons authorized to process the data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality
• We implement appropriate technical and organizational security measures as described in our Privacy Policy, including encryption, access controls, and regular security assessments
• We use the following sub-processors for hosting and infrastructure: Hetzner Online GmbH (server infrastructure, EU) and Cloudflare, Inc. (CDN, DDoS protection, security). We will notify you of any intended changes to sub-processors, giving you the opportunity to object
• We assist you in fulfilling your obligation to respond to data subjects exercising their rights under GDPR (access, rectification, erasure, portability, etc.)
• We assist you in ensuring compliance with your obligations under GDPR Articles 32–36 (security, breach notification, data protection impact assessments, prior consultation)
• Upon termination of the service, we will delete all personal data processed on your behalf within 30 days, unless EU or Romanian law requires further storage. At your request before deletion, we will provide a complete export of your data
• We make available to you all information necessary to demonstrate compliance with GDPR Article 28 obligations, and allow for and contribute to audits and inspections conducted by you or an auditor mandated by you, provided such audits are conducted with reasonable prior notice and during normal business hours

9. Acceptable Use

You agree not to use Axis ERP to:

• Violate any applicable laws, regulations, or third-party rights
• Store or transmit malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to other accounts or our systems
• Interfere with or disrupt the integrity or performance of the service
• Use the platform for illegal activities including money laundering, fraud, or sanctions evasion
• Resell, sublicense, or redistribute the service without written authorization

10. Intellectual Property

The Axis ERP platform, including its software, design, logos, trademarks, and documentation, is the intellectual property of AERYA IT SOLUTIONS SRL. Your subscription grants you a non-exclusive, non-transferable, revocable license to use the platform for its intended purpose during the term of your subscription. Axis ERP is built on Odoo Community Edition, which is licensed under LGPL v3.

11. Confidentiality

Each party agrees to treat as confidential all information and documents of the other party that are not publicly available, including but not limited to business strategies, technical information, customer data, and financial information. This obligation shall remain in effect for the duration of the agreement and for 3 years after its termination. Each party may disclose confidential information to its employees, contractors, or advisors on a need-to-know basis, provided they are bound by equivalent confidentiality obligations.

12. No Soliciting or Hiring

During the term of this agreement and for a period of 12 months after its termination, each party agrees not to solicit or hire any employee of the other party who is involved in performing or using the services under this agreement, without the prior written consent of the other party. In the event of a breach of this clause, the breaching party agrees to pay the other party a lump sum equal to 30,000 EUR (thirty thousand euros) as compensation, subject to the breaching party's right to demonstrate that the actual damage suffered was lower.

13. Publicity

Unless notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty-free license to use the other party's name, trademarks, and logo in promotional materials, websites, and press releases, solely for the purpose of referring to the other party as a customer or provider of the service. Either party may revoke this authorization at any time by providing written notice.

14. Service Availability & Force Majeure

We strive to maintain high availability of the Axis ERP platform. However, we do not guarantee uninterrupted access. The service may be temporarily unavailable due to scheduled maintenance (with prior notice), urgent security patches, or circumstances beyond our control.

Neither party shall be liable for any failure or delay in performing its obligations under this agreement where such failure or delay results from force majeure events, including but not limited to natural disasters, acts of war or terrorism, epidemics, government actions, power failures, internet outages, or failures of third-party infrastructure providers. The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If a force majeure event continues for more than 90 consecutive days, either party may terminate this agreement by written notice without liability.

15. Bug Fixing & Security Updates

For the duration of the Customer's subscription, the Provider commits to making reasonable efforts to remedy any bugs in the software that are reported by the Customer through the appropriate channels. The Provider's obligations regarding bug fixing and security updates are as follows:

• Bug fixes are provided as part of the subscription and do not require additional fees
• Security updates are deployed as soon as reasonably possible after a vulnerability is identified
• For critical security vulnerabilities, the Provider will notify affected customers at least 2 weeks before any public disclosure, unless the vulnerability has already been disclosed by a third party
• The Provider cannot be held liable for bugs in the software, provided it has made reasonable efforts to address reported issues in a timely manner
• The Customer acknowledges that certain complex bugs may require longer resolution times

16. Warranties & Disclaimers

The Provider warrants that it will use commercially reasonable efforts to provide the service in a professional and workmanlike manner consistent with generally accepted industry standards. Except as expressly provided herein, the service is provided "as is" and "as available" without additional warranties of any kind, whether express or implied. The Provider does not warrant that the service will be uninterrupted, error-free, or that all bugs will be resolved. Nothing in this section excludes or limits any mandatory statutory warranty rights that you may have under applicable EU or Romanian consumer protection law, including but not limited to the rights under EU Directive 2019/771 and Directive 2011/83/EU.

17. Limitation of Liability

To the maximum extent permitted by applicable law, AERYA IT SOLUTIONS SRL shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill. The aggregate liability of each party together with its affiliates arising out of or related to this agreement shall not exceed 50% of the total amount paid by the Customer for the service in the 12 months immediately preceding the date of the event giving rise to such claim.

The limitations in this section do not apply to: (a) liability arising from intentional misconduct or gross negligence; (b) liability for death or personal injury caused by negligence; (c) liability for data breaches caused by the Provider's failure to implement the security measures described in this agreement and the Privacy Policy; (d) liability for breach of confidentiality obligations under Section 11; or (e) any liability that cannot be excluded or limited under applicable EU or Romanian law.

18. Termination

• You may terminate your account at any time by canceling your subscription and contacting us
• We may suspend or terminate your account if you materially violate these Terms of Service and fail to remedy the breach within 15 days of receiving written notice
• We may suspend or terminate accounts that remain unpaid for more than 21 days following the due date, after a minimum of 3 payment reminders
• Upon termination, you may request an export of your data during the 30-day retention period following termination. After this period, your data will be permanently deleted
• If we terminate your account without cause, or for any reason other than your breach of these terms, we will refund any prepaid fees for the unused portion of your subscription on a pro-rata basis
• Provisions that by their nature should survive termination will remain in effect, including data ownership (Section 6), confidentiality (Section 11), limitation of liability (Section 17), and governing law (Section 19)

19. Governing Law & Dispute Resolution

These Terms of Service are governed by and construed in accordance with the laws of Romania and the European Union. In the event of a dispute arising from or relating to these terms, the parties agree to first attempt to resolve the matter through good-faith negotiation for a period of 30 days from written notice of the dispute. If the dispute cannot be resolved through negotiation, it shall be submitted to the competent courts in Cluj-Napoca, Romania. This is without prejudice to any mandatory consumer protection provisions of your country of residence within the EU.

If you are an EU consumer, you may also use the European Commission's Online Dispute Resolution (ODR) platform to resolve disputes online: https://ec.europa.eu/consumers/odr

20. Changes to These Terms

We may update these Terms of Service from time to time. We will notify you of material changes at least 30 days before they take effect, via email or an in-app notification. If you do not agree with the changes, you have the right to terminate your subscription before the new terms take effect, and we will refund any prepaid fees for the unused portion of your subscription. Your continued use of the service after the effective date constitutes acceptance of the updated terms.

21. Severability

If any provision of these Terms of Service is found to be invalid or unenforceable by a competent court, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

22. Entire Agreement

These Terms of Service, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and AERYA IT SOLUTIONS SRL regarding the use of Axis ERP, and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.

23. Assignment

You may not assign or transfer your rights or obligations under this agreement without our prior written consent. We may assign this agreement in whole or in part to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided that the assignee agrees to be bound by these terms.

24. No Waiver

The failure of either party to enforce any right or provision of these terms shall not constitute a waiver of such right or provision. Any waiver of a provision must be in writing and signed by the waiving party.

25. Contact Us

If you have any questions about these Terms of Service, please contact us: