Terms of Use

1.0 Acceptance of Terms

Please read these Terms of Use (“TOU”) carefully before using CMS System Solutions Ltd (“CMS” or “us” or “we” or “our”) products and/or services. Make sure that you understand these TOU and that you accept all of its provisions prior of using CMS’s products and/or services.

By installing CMS’s software, you agree to be bound by the provisions presented in these TOU.

In the event that you need a provision to be waived, it shall only be considered waived if you obtain a written waiver signed by an authorized CMS representative.

2.0 Description of services

CMS provides a wide range of professional services and software Solutions for Financial Reporting, Tax and Audit Compliance to accountants and auditors in Practice, Industry and Government.

The services, including any updates, new developments, new products, enhancements and new features are subject to these TOU.

Which products and services you are authorized to install, use and up to what extent, will depend on the license agreement that you have in place with CMS, and based on its terms. The order form that represents part of the license agreement, includes: the maximum number of permitted users, the license fee and annual renewal fee of the license.

The installation of software releases and updates is performed via secure file transfer methods and is delivered to you in electronic format.

3.0 Personal and non-commercial use limitation

Unless otherwise specified, the products and services are for your personal and non-commercial use. You may not modify in any way, copy, distribute, transmit, display, perform, reproduce, redistribute, publish, license, create derivative works from, transfer, or sell any information or elements of the software, products or services obtained from any of the services and products of CMS.

Violators of the above will be prosecuted to the maximum extent possible.

Exception to the above only applies where such action is expressly permitted by the license agreement that you have in place with CMS.

4.0 Disclaimer, limited warranty and undertakings of CMS

4.1 Disclaimer

Most CMS’s products, services, their updates and related templates are provided by CMS through CMS’s website being www.cms-ss.com. A part of CMS’s products and services are provided directly by CMS support team through remote access or through Cloud Services offered by CaseWare Cloud Ltd.

CMS has in place secured and encrypted servers and is committed to protecting the security of its products and services, and takes all reasonable precautions to protect them from bugs, errors or other problems that could cause any issue to them and as a result to your data and other system related issues.

However, CMS cannot give an absolute assurance that its products and services will be secure at all times, since the Internet is not in itself a secure environment.

You expressly acknowledge that the products and services that you download through the website may in an unfortunate event contain, or be prone to bugs, errors or other problems including, but not limited to technical inaccuracies, typographical errors that could cause loss of data stored in the platform, inconsistent performance, incorrect results, and other failures including, but not limited to system interruptions and data loss or profits. You acknowledge that CMS and/or its respective suppliers, will not be considered liable in any special, indirect or consequential damages resulting in any, but not limited to the above cases.

4.2 Limited Warranty

CMS’s products and services are provided “as is”, except if it is specifically agreed in written form otherwise.

To the extent authorized by law, CMS makes no representations or warranties, either express or implied, regarding its products or services, other than specific warrants, if any, that are specifically stated on the license agreement terms.

CMS also expressly disclaims any and all warranties relating to noninfringement of third party rights, merchantability, satisfactory quality, or ability to integrate its products or services with third party products or services.

4.3 Undertakings of CMS

CMS, during the course of providing a range of professional services within the scope of its duties, may have access to Confidential Information that you possess, and is subject to the terms and covenants set forth below.

CMS hereby acknowledges that the Confidential Information proprietary of you shall be kept as Confidential Information and will not use it in any means other than performing its duties as agreed with you.

CMS will keep confidential the information received and shall not disclose any of the information, except to its employees, representatives or agents who need to have access to the Confidential Information for carrying out their duties during the provision of the services as agreed with you. In the case of disclosing any of the information as presented this section, CMS shall ensure that the information will be kept confidential and will ensure that their agreement is obtained to keep it confidential on the same terms as set forth in these TOU, otherwise CMS will be fully liable if the confidentiality is breached by its employees, representatives or agents.

In the event that CMS is asked to communicate the Confidential Information to any judicial, administrative, regulatory authority or similar or obliged to reveal such information by mandatory law, it shall notify you promptly of the terms of such disclosure and will collaborate to the extent practicable with you in order to comply with the order and preserve the confidentiality of the Confidential Information.

You are not under any obligation under these TOU to disclose any Confidential Information that you choose not to disclose.

For the purposes of these TOU, Confidential Information means any data or proprietary information of you that is not generally known to the public or has not yet been revealed, whether in tangible or intangible form, whenever and however disclosed, that is supplied by you to CMS or otherwise acquired by CMS during the course of its dealings with you.

Notwithstanding the Confidential Information shall exclude information that:

(i) is already or it subsequently comes into public domain or publicly available without any breach of these TOU;

(ii) was known to CMS before the information was disclosed;

(iii) is received by CMS without restriction or disclosure of any obligation of confidence from a third party who lawfully possesses thereof and under no obligation of confidence to you;

(iv) is or has been developed independently by any of CMS’s employees, representatives or agents (that is proved by reasonable means) without violating these TOU.

5.0 Use of services

5.1 General

5.1.1 In connection with these TOU and subject to the restrictions set forth herein, CMS hereby grants to you, a royalty-free, limited, non-exclusive, non-transferable license to use the products and services as provided by CMS exclusively for your personal use as stated in section 3.0.

5.1.2 You acknowledge and agree that CMS shall own all intellectual property rights in and in relation to its products and services, subject to the agreements it also has in place with its respective suppliers, and you shall not act in any other matter.

5.1.3 You acknowledge and agree that CMS reserves the right in its sole discretion to edit, add to or delete a part or any of its products or services, including their components, from time to time without prior notice.

5.1.4 You acknowledge and agree that CMS may discontinue the provision of a part or any of its products or services to you at any time without notice or terminate these TOU at any time without notice.

5.1.5 When using CMS’s products and services you agree that you will use CMS’s products and services for lawful purposes only, and in accordance any applicable law or regulations or administrative rules.

5.1.6 When using CMS’s products and services you agree that you will properly identify yourself using accurate, truthful, complete, current and reliable identification, without misrepresenting your identity, including in the case of opening an account in the website.

5.1.7 In the cases where you use the website by logging in or registering to Cloud Services offered by CaseWare Cloud Ltd, it is your responsibility to complete the registration process by providing accurate, truthful, complete, current and reliable information. In addition, it is your responsibility to keep your password for the website safe, and in the case of misusage of the password, then you should immediately notify CMS and proceed with changing your password.

5.1.8 In some cases there may be links to third party sites in the website. The linked sites are not under CMS control and CMS is not responsible for the contents or any other information related and included in the linked sites.

5.1.9 When using CMS’s products and services you agree that you will comply with any additional terms of use on CMS website, as updated from time to time by CMS.

For the Privacy Policy related to the usage of CMS website, please refer to the Website Privacy Policy.

5.2 Using the provision of the support services of CMS’s products and services

5.2.1 When using the provision of the support services of CMS’s products and services, you give your consent that any information that you provide to CMS during this service, can be used by CMS in order to provide you with support services in each situation and perform its duties as agreed with you.

5.2.2 CMS provides its support services during office hours as presented in the website. The means that CMS provides its support services are the following:

- through telephone help-desk provision

- through remote diagnosis using screen sharing software

- through sharing of documents through Cloud Services as offered by CaseWare Cloud Ltd

- through personal meeting with you, if considered necessary

5.2.3 You agree and are willing to provide during the provision of the support services to you, contact details information that CMS will request in order to be able to assist you which includes your full name, telephone and e-mail address.

5.2.4 You agree that CMS during the provision of the support services to you and in line with the Privacy Policy , could provide to you its services remotely using the following acceptable ways as appropriate, using screen sharing software:

- through “TeamViewer” services

- through “Skype for business” functions

- through other methods that you consider acceptable, reliable and secure

Each of the above methods is provided by a third-party and by using each method you should also make sure that you agree to their own terms of use and privacy policies.

CMS should not be considered liable in the case where you provide CMS with documents through any other means that are not presented as acceptable means in these TOU including e-mail. In these cases, you shall accept all of the responsibility for the security and access to this information.

During the above remote access processes, you provide or disclose to CMS, documents and information that you need CMS’s assistance with. The documents could include information about others including your clients or third-party information.

CMS does not claim ownership of the information that you provide it with, shall not use the information about others in any way, and shall keep confidential all information as disclosed. This shall be read in line with the Privacy Policy .

Following the above, you should take all necessary steps to obtain all necessary consents to disclose any Personal Information that concerns others to CMS, and to allow CMS to process such Personal Information in accordance with the Privacy Policy .

5.2.5 You agree that CMS during the provision of the support services to you and in line with the Privacy Policy , could provide its services through the Cloud Services as offered by CaseWare Cloud Ltd.

Cloud Services mean resources provided by way of the Internet and may include the provision of storage, software, platform, computing services or other resources.

During the provision of the Cloud Services, you should register to the Cloud Services and could provide CMS with documents that you need CMS’s assistance with. The documents could include information about others including your clients or third-party information.

During this process, CMS obtains only your e-mail. It is your responsibility to keep your password for the Cloud Services safe, and in the case of misusage of the password, then you should immediately notify CMS and proceed with changing your password.

CMS should not be considered liable in the case where you provide CMS with documents through any other means that are not presented as acceptable means in these TOU including e-mail. Since the Internet is not in itself a secure environment, it is CMS’s opinion that the Cloud Services offered by CaseWare Cloud Ltd provide a more secured environment than other means including e-mail communications.

For more information about CaseWare Cloud Ltd Cloud Services please refer to “CaseWare Cloud Privacy Policy” and “CaseWare Cloud Terms of Use”.

CMS does not claim ownership of the information that you provide it with, it shall not use the information about others in any way, and shall keep confidential all information as disclosed. This shall be read in line with the Privacy Policy .

5.2.6 During the provision of the support service, in the cases where you request a personal meeting for the support service to be provided, then you acknowledge and agree that such service may be invoiced in accordance with the arrangements you have in place with CMS.

5.2.7 During the provision of the support services, CMS may store or transfer related data within the European Union (“EU”) in compliance to the General Data Protection Regulation (EU Regulation 2016/679) or equivalent regulations and standards.

5.2.8 During the provision of the support services, CMS may be required in rare cases to transfer the documentation that you need assistance with, to its respective suppliers through CaseWare International Inc. systems, in order to be able to fully assist you. In such cases the documentation/information that you provide CMS with, will be transferred outside the EU. The parties that will obtain the information in these cases have in place standards similar to the EU data protection standards.

In such cases, CMS will request for your written permission prior of transferring the documentation/information.

5.3 Restrictions

5.3.1 When using CMS’s products and services you agree that you will not attempt to view, access or copy any material or data other than that to which you have been authorized to access, and up to the extent that you are authorized to do so based on the license agreement that you agreed upon and based on its terms.

5.3.2 When using CMS’s products and services you agree that you will not use CMS’s products and services in a manner to transmit, input or store any data that breaches any third party right (including intellectual property rights and privacy rights) or that is objectionable, incorrect or misleading.

5.3.3 You shall not perform, or aid others in performing, penetration tests, hacking or any kind of security test on CMS’s products or services including its website. You shall not upload any files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of any of CMS’s products or services including its website and the remote access means that it uses.

5.3.4 You agree that you will not attempt to compromise the functionality, security or integrity of CMS’s products and services including its website or any infrastructure used in its delivery, or assist others in so doing. You also agree to reasonably assist CMS in preventing unauthorized access to, or use of, the products and services that it provides including its website.

5.3.5 Except for the rights granted to you based on these TOU, you shall have no right, title or interest in and to CMS’s products or services or any of their components, including but not limited to the documentation, or to any intellectual property rights including patents, copyrights, trade secrets, trademarks, mask works, design rights, database rights, inventions, source code, object code, listings and documentation related thereto, together with all revisions, modifications, alterations, and derivative works thereof in all forms.

6.0 Storage of Information

6.1 CMS during the course of business and during the course of providing its products and services may exchange information, documentation and data with you, which CMS may store for a period of time depending on a case by case situation based on the services being provided, the nature of the work and the requirements that you may have.

6.2 CMS primarily stores any or part of the information that you provide in servers located internally.

CMS is responsible to ensure that the data storage devices and local servers are physically secured from unauthorised access.

On the basis of the above, CMS has the following safeguards in place:

Secured access to the building and access by authorised people
Secured access to the server room and access by authorised people
Adequate procedures regarding safeguarding the security of laptops and other portable devices, external work devises and the data that they may include
Adequate procedures in place where paper information needs to be disposed of
Adequate procedures in place regarding safeguarding of the internal and external firewalls

6.3 CMS uses third party data hosting providers (Hostgator) to host its website. For information about Hostgator’s Terms of Service please refer to “Hostgator’s Terms of Service”.

6.4 CMS uses the Cloud Services as offered by CaseWare Cloud Ltd, which uses third party hosting providers (Amazon Web Services) to host its Cloud Services and Subscriber Data on servers that are located within the EU region.

For more information about CaseWare Cloud Ltd Cloud Services please refer to “CaseWare Cloud Privacy Notice”.

7.0 Duration of these TOU

7.1 These TOU shall commence upon your acceptance of the TOU.

7.2 These TOU shall be terminated upon the earlier of the following:

- Termination by CMS of these TOU for any reason;

- Discontinuance of the provision of CMS services and products to you;

- Termination of any services agreement between CMS and you or the party that you represent.

7.3 Upon the termination of these TOU, the following should take place:

- Termination of the rights and licenses granted to you by CMS through any means;

- Discontinuance of the provision of CMS’s products and services to you;

- You should cease using CMS’s products and services and any other know how provided to you by CMS;

- Any invoices that have not been issued in respect of products and services that were provided to you but were not yet invoiced, should be issued;

- You should pay immediately to CMS all outstanding unpaid invoices, including the above issued invoices;

- CMS shall delete all information and data obtained by you as soon as it considers appropriate, unless otherwise agreed.

8.0 Breach of these TOU

8.1 In the event that you have been or are in breach or in violation of any term or provision of these TOU, you acknowledge and agree that CMS may discontinue the provision of a part or any of its products or services to you or terminate its provision of products and services to you immediately or as soon as it considers appropriate without notice.

Upon breaching these TOU, you acknowledge and agree that these TOU will be terminated as described above, and your right to use any of CMS’s products or services will cease immediately.

Your liability of the breach will not be waived, even in the case that CMS discontinues the provision of its products or services to you for any reason, and following this, a breach of TOU comes in light which took place at the time that you were bound by the provisions presented in these TOU.

CMS shall not provide you with any refunds or reimbursements.

If CMS files an action against you, claiming that you breached these TOU and prevails, then CMS is entitled to recover any related damages, claims, losses, reasonable legal fees and expenses.

CMS reserves all its legal rights.

8.2 CMS agrees that if you suffer damages that resulted in CMS’s breach of these TOU, then you shall be entitled to obtain actual damages from any court of competent jurisdiction up to the annual license fee and renewal fee amounts as presented in the order form and/or renewal notification related to the license agreement you have with CMS.

CMS shall immediately inform you upon noticing that a breach of confidence took place by anybody to whom it has disclosed any Confidential Information obtained from you during the course of its dealings with you. Further, it shall give all necessary assistance to you to prevent, stop or obtain compensation for such a breach or threatened breach.

9.0 Force Majeure

You agree that CMS will not be held liable to you, if it failed or delayed the performance of its obligations as presented in these TOU, if this was the result of any situation beyond CMS’s control, including but not limited to: act of God, flood, epidemic, terrorist attack, war, fire etc.

The same applies in the case that you fail or delay the performance of your obligations to CMS, due to the such circumstances.

10.0 Contact us

If you have any questions about these TOU, please contact us at:

Physical Address:

CMS Systems Solutions Ltd

22 Athinon Street,

Strovolos, Nicosia 2040

Cyprus

Postal Address:

P.O.Box 28029

Nicosia 2090

Cyprus

Telephone: +357 22817503

Fax: +357 22817516

E-mail: info@cms-ss.com.

11.0 Privacy and protection of personal information

11.1 For the Privacy Policy that explains what is Personal Information and how CMS collects, uses, holds, protects and processes this information during the course of providing you with a wide range of professional services please refer to the Privacy Policy .

11.2 For the Privacy Policy related to the usage of CMS website, please refer to the Website Privacy Policy.

12.0 Applicable Law and Jurisdiction

These TOU shall be construed and interpreted in accordance with Cyprus Law and shall be subject to the exclusive jurisdiction of the Cyprus courts.

13.0 Changes to these TOU

CMS reserves the right to change these TOU at any time, and any amended TOU will be posted immediately on the website. You are deemed to have accepted the terms of any amended TOU following your continued use of the website after any amendments.