General Terms and Conditions for
Emrys Business Suite

1.1. "Account" means the primary business account created by the Client to access the Emrys Business Suite.

1.2. "Authorised User" means any employee, contractor, or agent of the Client who is authorised to use the Emrys Business Suite under the Client's Account.

1.3. "Client Data" means all electronic data, information, or material submitted by the Client and its Authorised Users to the Platform.

1.4. "Emrys Business Suite" means the proprietary, cloud-based ERP software provided by Emrys, designed to manage business operations.

1.5. "Services" refers to the specific operational modules provided within the Emrys Business Suite, currently including but not limited to Retail, Restaurants, and Beauty & Wellness management, as well as any subsequent updates, additions, or new service modules.

1.6. "Subscription Fee" means any recurring, one-time, or usage-based fees that may become payable by the Client for access to the Emrys Business Suite, as introduced in accordance with Section 7.

2.1. Authority: If you are accepting these General Terms on behalf of a company, business, or other legal entity, you represent and warrant that you have the full legal authority to bind such entity to this Agreement.

2.2. Age: You must be at least 18 years of age to use the Emrys Business Suite.

2.3. Modifications: Emrys reserves the right, in our sole discretion, to make changes or modifications to these General Terms at any time. We will alert you about any changes by updating the "Last Updated" date of these General Terms, and notifying you via the email address associated with your Account.

3.1. Current Offerings: The Emrys Business Suite is a comprehensive ERP platform providing operational management solutions. The Platform currently supports the following business sectors:

3.2. Future Services: Emrys actively develops the Platform. We reserve the right to add, modify, or discontinue specific modules, features, or sector-specific services at any time. New services added to the Emrys Business Suite will be automatically subject to these General Terms.

4.1. Registration: To use the Services, the Client must register for an Account by providing accurate, current, and complete information.

4.2. Security: The Client is entirely responsible for maintaining the confidentiality of Account credentials and for any and all activities that occur under the Account. Emrys shall not be liable for any loss or damage arising from your failure to comply with this security obligation.

4.3. Authorised Users: The Client is responsible for the conduct of its Authorised Users and must ensure that all Authorised Users comply with these General Terms.

5.1. License Grant: Subject to your continuous compliance with these General Terms and the payment of any applicable fees (if and when introduced), Emrys grants you a non-exclusive, non-transferable, revocable license to access and use the Platform strictly for your internal business operations.

5.2. Restrictions: The Client and its Authorised Users shall not:

6.1. Product and Service Quality: Emrys provides the software infrastructure (the ERP) to assist the Client in managing their operations. Emrys is not a party to any transaction between the Client and their end-customers. The Client is solely and exclusively responsible for the quality, safety, legality, and delivery of all physical goods, food, beverages, and services provided to their customers. Emrys explicitly disclaims any liability for product defects, foodborne illnesses, service failures, or customer dissatisfaction arising from the Client's business operations.

6.2. Prohibited Items and Services: The Client agrees not to use the Emrys Business Suite to manage, sell, process payments for, or promote any of the following prohibited items or services:

6.3. Account Suspension: Emrys reserves the right to immediately suspend or terminate the Client's Account, without notice or liability, if Emrys reasonably suspects the Client is using the Platform to facilitate the sale of prohibited items or is engaging in illegal business practices.

7.1. Current Free Access: Access to and use of the Emrys Business Suite is currently provided to the Client free of charge.

7.2. Future Monetisation: Emrys reserves the right, at our sole discretion, to introduce subscription fees, usage-based fees, or other charges for access to the Platform, including for existing Services, specific modules, or future premium features.

7.3. Notice of Fee Implementation: Should Emrys transition to a paid model or introduce fees for the Services you utilise, we will provide you with written notice (via the email address associated with your Account or an in-platform notification) at least thirty (30) days prior to the effective date of such fees.

7.4. Client Options: Upon receiving notice of any upcoming fees, the Client will have the opportunity to:

7.5. Acceptance of Charges: Your continued access to or use of the Emrys Business Suite after the effective date of any newly introduced fees constitutes your express agreement to pay the applicable charges.

7.6. Taxes: If and when fees are introduced, all applicable charges will be exclusive of any taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for the payment of all such taxes.

8.1. Emrys Ownership: Emrys retains all rights, title, and interest in and to the Emrys Business Suite, including all software, source code, designs, algorithms, user interfaces, documentation, and all related intellectual property rights.

8.2. Client Data Ownership: The Client retains all rights, title, and interest in and to all Client Data. By submitting Client Data to the Platform, the Client grants Emrys a worldwide, limited-term license to host, copy, transmit, and display Client Data strictly as necessary for Emrys to provide the Services.

9.1. Compliance: Both parties agree to comply with all applicable data protection and privacy laws.

9.2. Data Processing: Emrys's processing of any personal data on behalf of the Client will be governed by a separate Data Processing Agreement (DPA), which is incorporated herein by reference.

9.3. Security Measures: Emrys will maintain robust administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Client Data.

The Emrys Business Suite may contain features designed to interoperate with third-party applications (e.g., payment gateways, accounting software). Emrys does not warrant or support third-party applications. If a third-party application ceases to be available or to interoperate with the Platform on reasonable terms, Emrys may cease providing the relevant integration without entitling the Client to any refund or credit.

11.1. Disclaimer of Warranties: THE EMRYS BUSINESS SUITE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. EMRYS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11.2. Limitation of Damages: IN NO EVENT SHALL EMRYS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, EVEN IF EMRYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. Liability Cap: Emrys's total cumulative liability to the Client for any and all claims arising from or relating to this Agreement shall not exceed the total amount of Subscription Fees paid by the Client to Emrys in the twelve (12) months immediately preceding the event giving rise to the claim. During any period in which the Client accesses the Services entirely free of charge, Emrys's total cumulative liability under this Agreement shall not exceed Fifty Ghana Cedis (GHS 50.00).

12.1. Client's Indemnity to Emrys: The Client agrees to defend, indemnify, and hold harmless Emrys, its affiliates, directors, officers, employees, and agents from and against any and all third-party claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to reasonable attorney's fees) arising from:

13.1. Term: These General Terms shall commence on the date the Client creates an Account and shall continue until all subscriptions granted in accordance with these Terms have expired or been terminated.

13.2. Termination for Convenience: The Client may terminate their Account at any time by providing written notice to Emrys or by using the in-platform deletion tools. During the free usage period, termination incurs no penalties. If and when Subscription Fees are implemented, termination will not entitle the Client to any refunds for pre-paid, unused periods.

13.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receipt of written notice.

13.4. Effect of Termination: Upon termination, all rights and licenses granted to the Client will immediately cease. Emrys will provide the Client with a thirty (30) day window to export their Client Data, after which Emrys reserves the right to securely delete all Client Data.

14.1. Governing Law: These General Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Emrys is registered, without regard to its conflict of law principles.

14.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, it shall be finally settled under binding arbitration in accordance with the rules of the applicable arbitration body in Emrys's jurisdiction of registration.

15.1. Severability: If any provision of these General Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

15.2. Entire Agreement: These General Terms, together with any order forms and the Privacy Policy, constitute the entire agreement between the parties and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

15.3. Force Majeure: Emrys shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, or any other force majeure event.

15.4. Contact: For any questions regarding these General Terms, please contact Emrys Legal Services via the official support channels provided on the Emrys Business Suite website.