These Terms and Conditions govern the provision of ERP consulting services by FinvoERP. They apply from the moment you engage us, sign a Statement of Work, or use our website. An ERP system sits at the center of your finance, supply chain, and operations, and several provisions in this document address the risks particular to implementing and switching over such a system. We ask that you read them in full before any engagement begins. By proceeding, you agree to be bound by these Terms.
1. Introduction and Acceptance
These Terms constitute the agreement between FinvoERP (“we”, “us”, “our”) and the organization engaging us (“you”, “the Client”). They apply together with any Statement of Work and our Privacy Policy. Where a Statement of Work and these Terms conflict on a specific project matter, the Statement of Work governs that matter. You represent that you are at least 18 years of age and that you have authority to bind your organization to this agreement.
2. Definitions
- “Services” means our ERP consulting, including strategy, module configuration, custom development, integration, automation, data migration, training, and managed support.
- “ERP” or “Platform” means the third-party enterprise resource planning system in which we work on your behalf, such as SAP, Oracle NetSuite, Microsoft Dynamics 365, Odoo, or Acumatica.
- “Statement of Work” or “SOW” means the executed brief setting out the scope, deliverables, phases, timing, and price for an engagement.
- “Deliverables” means the configurations, custom extensions, integrations, automations, migrated data sets, and documentation we produce.
- “Go-Live” means the point at which the ERP becomes your live system of record for the relevant processes.
- “Cutover” means the transition from your legacy system to the ERP.
- “UAT” means user acceptance testing conducted by you to confirm that the configured system meets the agreed requirements.
- “Confidential Information” means non-public information disclosed by either party, including financial data, business processes, pricing, and trade secrets.
3. Scope and Statements of Work
Our work proceeds under a SOW, which sets out the modules, phases, deliverables, milestones, price, and acceptance criteria. Any item not specified in the SOW falls outside the project. Work outside the agreed scope constitutes additional scope, requires written agreement, and may affect both cost and timing. We determine the methods and tools used to perform the work, in accordance with sound professional practice and the relevant Platform’s recommended implementation approach, unless the SOW provides otherwise. We may engage vetted specialist subcontractors, and where we do so, we remain responsible for the work and bind them to the same confidentiality and data protection obligations we owe to you.
4. Phase 1: Discovery and Configuration
4.1 Configuration to Your Processes
We configure the ERP modules, user roles, and workflow rules to mirror the business processes you describe to us during discovery and fit-gap analysis. The accuracy of that configuration depends on the accuracy and completeness of the process information you provide. Where the processes you describe are incomplete, inconsistent, or do not reflect how your business actually operates, the configuration will carry the same limitations.
4.2 Custom Extensions
Where the SOW includes custom extensions or development, we build them to the specification agreed in writing. We warrant that custom extensions will perform materially in accordance with that specification for ninety days following their acceptance. This warranty does not cover defects arising from changes you make, from Platform updates, or from use outside the agreed specification.
5. Phase 2: Data Migration and Reconciliation
5.1 Migration Scope
We migrate master data, open transactions, and historical records in accordance with the data mapping agreed in the SOW. You are responsible for cleansing legacy data before migration and for providing it in the agreed format.
5.2 Your Reconciliation and Sign-Off
You are responsible for reconciling and approving the migrated data, including opening financial balances, against your legacy records before you rely on it or proceed to Go-Live. Migrated financial balances must be reviewed and confirmed by you, and where appropriate by your accountants, before reliance. We are not liable for errors originating in legacy data, nor for discrepancies that a reasonable reconciliation by you would have identified.
6. Phase 3: Testing and User Acceptance
We conduct functional testing of the configuration. You are responsible for conducting UAT against your real business scenarios and for involving the users who operate the relevant processes. Your written UAT sign-off confirms that the configured system meets the agreed requirements and constitutes your acceptance of that scope. Defects identified after sign-off that were reasonably discoverable during UAT are addressed as additional work, unless covered by the warranty in Section 4.2 or an active managed services plan.
7. Phase 4: Go-Live and Cutover
7.1 Inherent Cutover Risk
Cutover is the highest-risk stage of an ERP project. Despite careful planning, the transition from a legacy system to a new system of record carries an inherent risk of temporary disruption, data discrepancy, and downtime. You accept this risk as a condition of the engagement.
7.2 Your Cutover Safeguards
Before Cutover, you must maintain complete and verified backups of your legacy systems and data, and you must retain access to your legacy system for a reasonable period following Go-Live. We recommend that a rollback and contingency plan be agreed before Cutover proceeds.
7.3 The Go-Live Decision
The decision to proceed to Go-Live is yours, made on the basis of your confirmation that testing and UAT are satisfactory. We may advise on readiness, but we do not authorize Go-Live on your behalf.
7.4 No Warranty of Uninterrupted Transition
We do not warrant a transition free of downtime or error. Subject to our obligation to perform with reasonable skill and care, we are not liable for business interruption, delayed or lost transactions, or operational disruption arising during or after Cutover. Any stabilization or hypercare period is as set out in the SOW.
8. Phase 5: Post-Launch and Managed Services
Where the SOW includes managed services, we provide post-launch support such as patch management, performance monitoring, user training, and module expansion, on the terms and within the coverage set out in that SOW. Support response targets describe the time within which we will begin to act on a qualifying request and are not a guarantee of resolution. Absent a managed services plan, post-launch support is provided as additional scope.
9. Client Responsibilities
The success of an ERP engagement depends materially on your participation. You agree to provide accurate process and data information, to grant the access and credentials the work requires, to designate a single decision-maker authorized to approve work and respond to escalations promptly, to make available the subject-matter experts and end users needed for discovery, testing, and training, and to maintain the licences and seats your organization requires on the Platform. Where information, access, or resources are provided late, incompletely, or inaccurately, timelines may be extended and costs may increase.
10. Financial Data, Accounting, and Tax
10.1 Configuration to Your Determinations
We configure financial modules, chart-of-accounts structures, general ledger posting rules, and tax codes in accordance with the accounting policies, account structures, and tax determinations you provide and approve. We are a technology consultancy. We are not accountants, auditors, or tax advisers, and nothing we provide constitutes accounting, audit, tax, or legal advice.
10.2 Your Responsibility for Financial Correctness
You are responsible for the correctness of your accounting policies and tax configuration, for your statutory and regulatory reporting, and for the accuracy of the financial records the system produces. You should arrange for your accountants, auditors, and tax advisers to review the financial configuration and to validate outputs before reliance, and before any statutory or tax filing. We are not liable for financial misstatement, incorrect tax calculation, penalties, interest, audit findings, or regulatory action. Tax rules and statutory requirements change over time, and keeping the configuration current is your responsibility unless an active managed services plan covers it.
11. Banking and Payment Integrations
Where we integrate the ERP with banking or payment systems, the system facilitates the initiation and recording of payments in accordance with the approval workflows you define. You are solely responsible for authorizing, reviewing, and verifying all payments, and for the financial controls surrounding them, including segregation of duties and approval limits. We are not liable for any erroneous, duplicate, unauthorized, or fraudulent transaction, including any arising from your approval configuration, your user actions, or a compromise of your accounts. You must maintain appropriate financial controls independent of the system.
12. Automation and AI Features
Automations such as purchase-order triggers, inventory reorder rules, general ledger postings, and production scheduling execute the rules and parameters you approve. You are responsible for those rules. We are not liable for outcomes produced by an automation operating correctly on parameters you set, including over-ordering, under-ordering, or postings that follow your configured logic.
Where we configure AI-driven features such as demand forecasting, predictive maintenance, or order routing, the outputs are estimates derived from historical and sensor data and are probabilistic rather than certain. They may be inaccurate, require human oversight, and must not be relied upon as guarantees of future events.
13. Third-Party ERP Platforms and Vendor Upgrades
We configure and operate third-party ERP platforms, but we do not own or control them. Those vendors set their own pricing, licensing, and release schedules, and may experience outages, in each case outside our control. ERP vendors regularly release updates that may affect or disable existing configurations, customizations, or integrations. Testing and remediation following a vendor update is your responsibility unless an active managed services plan covers it, and we are not liable for disruption caused by a vendor update. Your contracts and licence payments with each Platform vendor remain your responsibility.
14. Fees and Payment
ERP engagements are typically billed by phase or milestone as set out in the SOW. Fees are disclosed before the commencement of work, and additional scope is quoted separately and provided before such work begins. Invoices are due within fourteen days of the invoice date unless the SOW provides otherwise, and any deposit, where it applies, is non-refundable. Overdue invoices accrue interest at 1.5% per month, or the maximum rate permitted by law if lower. We may suspend work on any account more than fifteen days past due, and such suspension does not discharge amounts already owed. Payments for completed phases are non-refundable. You are responsible for all applicable taxes and for any pre-approved out-of-pocket expenses we incur.
15. Intellectual Property
Our frameworks, configuration accelerators, custom code libraries, and methods remain our exclusive property and are not transferred to you. Upon receipt of payment in full, you are granted a perpetual, non-exclusive, non-transferable licence to use the final Deliverables, including any bespoke extensions built for you, within your business. Your data and pre-existing materials remain yours, and you grant us a limited licence to use them solely to perform the Services. We may reference the engagement in anonymized form for our portfolio unless you instruct us otherwise in writing.
16. Confidentiality
Each party shall protect the other’s Confidential Information and use it only for the purposes of the engagement. This obligation does not extend to information that is or becomes public through no fault of the receiving party, was already known to it, was independently developed, or was lawfully obtained from a third party without restriction. Given the financial and operational sensitivity of the information involved, each party shall apply at least the same standard of care it applies to its own confidential information. The obligation survives for two years following the end of the engagement, and indefinitely in respect of any trade secret.
17. Data Protection
In delivering the Services, we may access or process personal data within your environment, such as employee, customer, or supplier records. Where we do so on your behalf, we act as your processor and handle that data in accordance with applicable data protection law, including the GDPR and the CCPA where they apply. You act as the controller and remain responsible for the lawful basis for that processing and for any required consents and notices. Where a data processing agreement is required between the parties, we will enter into one, and it shall apply alongside these Terms.
18. No Guarantee of Outcomes
Our role is to deliver an ERP system configured to support more efficient operations. We make no guarantee as to cost savings, efficiency, inventory accuracy, or any other operational or financial outcome arising from your use of the system. Such results depend on your processes, your data, the decisions and configurations you approve, and numerous factors outside our control. Any figures or examples we provide are illustrative only and do not constitute a commitment.
19. Limitation of Liability
To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, any SOW, or the Services shall not exceed the fees paid by you to us in the twelve months preceding the event giving rise to the claim, or one hundred US dollars where no fees have been paid.
We shall not be liable for any indirect, incidental, special, or consequential loss, including loss of profit, loss of revenue, loss or corruption of data, business interruption, lost or delayed transactions, regulatory fines, or reputational harm, even if advised of the possibility of such loss. Without limiting the foregoing, we shall not be liable for financial misstatement, tax liabilities, or losses arising from payments processed through the system. Where applicable law prohibits these limitations, our liability shall be limited to the minimum extent permitted by that law.
20. Disclaimers and Warranties
Our website and any digital resources we provide are offered on an “as is” and “as available” basis, without warranty of any kind. To the maximum extent permitted by law, we disclaim all implied warranties, including those of merchantability, fitness for a particular purpose, and non-infringement. We warrant that the Services will be performed with reasonable skill and care, and, in respect of custom extensions, in accordance with the limited warranty in Section 4.2. These are your sole and exclusive warranties in respect of the Services.
21. Indemnification
You agree to indemnify and hold harmless us, our personnel, and our subcontractors against any claim, loss, or cost, including reasonable legal fees, arising out of your use of the Services or Deliverables, the data or process information you provide, payments processed or decisions taken through the system, your breach of these Terms, or any infringement of third-party rights by materials you provide.
22. Term and Termination
These Terms take effect upon your first use of the Services or first executed SOW and continue until all active SOWs have been completed, unless terminated earlier. Either party may terminate an engagement on thirty days’ written notice, in which case you shall pay for all completed phases, work in progress, and committed costs. Either party may terminate immediately, on written notice, if the other materially breaches these Terms and fails to cure within fifteen days of notice, or becomes insolvent or ceases to trade. On termination, we will, at your written request made within thirty days, provide a reasonable handover and return or delete the data in our possession, save where retention is required by law. The provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, and dispute resolution survive termination.
23. Non-Solicitation and Independent Contractor Status
For twelve months following the end of an engagement, neither party shall directly solicit the personnel of the other who were involved in it, without prior written consent. General public advertisements are excluded from this restriction. We act as an independent contractor, and nothing in these Terms creates an employment, partnership, or agency relationship between the parties.
24. Force Majeure
Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, pandemics, government action, war, labor disputes, power or network failures, cyberattacks, or outages affecting the ERP platforms or integrated systems on which we rely. The affected party shall notify the other promptly and take reasonable steps to limit the impact.
25. Governing Law and Disputes
These Terms are governed by and construed in accordance with the laws of [Insert Governing State / Country], without regard to its conflict-of-laws principles. The parties shall first seek to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty days of written notice, it shall be referred to binding arbitration at [Insert Arbitration Location] under the rules of the relevant arbitration body. The prevailing party shall be entitled to recover its reasonable legal fees and costs.
26. General Provisions
If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and the affected provision shall be modified to the minimum extent necessary to render it enforceable. A failure to enforce any right shall not constitute a waiver of it. You may not assign your rights without our prior written consent, although we may assign ours to a successor entity. These Terms, together with any SOW and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings on the same subject matter. We may amend these Terms from time to time and will provide at least thirty days’ notice of any material change; continued use of the Services constitutes acceptance. Where we provide a translation, the English version shall prevail.
27. Contact Us
For any question concerning these Terms, please contact us:
Email: [email protected]
Website: finvoerp.com