How to Order Actien ERP System

These Commercial Terms & Licensing Policy ("Terms") govern the licensing, supply, implementation, subscription, support, maintenance, and related professional services provided by members of the Actien Group of Companies.

These Terms apply to all quotations, proposals, order forms, statements of work, subscription agreements, support agreements, invoices, and contracts entered into between the Customer and the applicable Actien Group contracting entity unless otherwise agreed in writing.

1. Contracting Entities

Depending on the Customer's jurisdiction, service location, or commercial requirements, services may be supplied by one of the following entities:

European Union Operations

ACTIEN OÜ
Company Registration No. 14744678

 

United Kingdom & International Operations

SANDEL OVERSEAS LTD
Company Registration No. 06070026

 

The applicable contracting entity shall be identified within the Customer's quotation, order form, invoice, service agreement, or statement of work.

2. Scope of Services

Actien may provide one or more of the following services:

  • Enterprise Resource Planning (ERP) software licensing

  • Software-as-a-Service (SaaS) subscriptions

  • Customer Relationship Management (CRM) solutions

  • Enterprise Application Software

  • Cloud Services

  • Managed Services

  • Information Technology Support Services

  • Software Development Services

  • Systems Integration Services

  • Data Analytics & Business Intelligence Services

  • Consulting and Advisory Services

  • Digital Transformation Services

  • Implementation and Migration Services

  • Training Services

The exact scope of services shall be defined in the applicable commercial agreement.

3. Licensing Models

3.1 SaaS Subscription Licence

Under the SaaS Subscription Licence model, the Customer is granted a non-exclusive, non-transferable, limited right to access and use the software during the subscription term.

The SaaS licence may include:

  • Hosted application access

  • Cloud infrastructure

  • Standard platform updates

  • Security updates

  • Service monitoring

  • User administration tools

  • Contracted support services

The software remains the property of Actien or its licensors at all times.

3.2 Enterprise Software Licence

The Enterprise Software Licence grants the Customer the right to use the licensed software under the terms specified within the applicable licence agreement.

Depending on the commercial arrangement, the licence may be:

  • Per User

  • Per Organisation

  • Per Legal Entity

  • Per Business Unit

  • Concurrent User

  • Subscription-Based

  • Perpetual Licence (where expressly agreed)

Additional licence conditions may apply to enterprise deployments.

3.3 Subsidiary Organisation Licence

The Actien ERP Licence for Subsidiary Organisations is an optional extension available to affiliated companies, subsidiaries, and group entities.

Such licences:

  • Require an active primary licence;

  • Must be approved by Actien;

  • May require an active support agreement;

  • Shall be governed by the same commercial framework as the primary licence unless otherwise agreed.

Actien reserves the right to verify corporate ownership structures before granting subsidiary licences.

4. Ordering Procedure

The Customer may place an order by:

  • Executing a Service Agreement;

  • Signing an Order Form;

  • Accepting a Commercial Proposal;

  • Issuing a Purchase Order accepted by Actien;

  • Executing a Statement of Work;

  • Completing an online subscription process.

No order shall be binding until formally accepted by the applicable contracting entity.

Actien reserves the right to reject any order at its sole discretion.

5. Fees and Payment

The Customer shall pay all fees specified in the applicable quotation, order form, agreement, or invoice.

Unless otherwise agreed:

  • Fees are exclusive of VAT, GST, sales taxes, withholding taxes, duties, and similar charges.

  • Payments shall be made in the currency stated on the invoice.

  • Invoices shall be payable within the stated payment terms.

  • Late payments may incur interest at the maximum rate permitted by applicable law.

The Customer shall remain responsible for any bank charges, foreign exchange costs, or payment processing fees.

6. Information Technology Support Services

Certain products, licences, and services may require an active Information Technology Support Agreement.

Support services may include:

  • Technical assistance

  • Incident management

  • Service requests

  • Product updates

  • Maintenance services

  • System health monitoring

  • User support

Service levels and response targets shall be defined within the applicable support agreement.

7. Software Updates and Enhancements

For active subscription customers and customers covered by maintenance agreements, Actien may provide:

  • Software updates

  • Security updates

  • Bug fixes

  • Functional improvements

  • Regulatory updates

  • Performance enhancements

Actien reserves the right to determine the timing, content, and availability of updates.

8. Customer Responsibilities

The Customer shall:

  • Provide accurate information during implementation and onboarding;

  • Maintain appropriate security controls;

  • Ensure lawful use of the software;

  • Obtain necessary internal approvals;

  • Maintain required infrastructure where applicable;

  • Cooperate with Actien personnel during service delivery.

The Customer is responsible for the accuracy and legality of all data entered into the system.

9. Data Protection and Privacy

Actien shall process personal data in accordance with applicable data protection legislation including, where applicable:

  • UK GDPR

  • EU GDPR

  • Data Protection Act 2018

  • Relevant local privacy legislation

Where required, the parties may execute a separate Data Processing Agreement (DPA).

10. Intellectual Property Rights

All intellectual property rights relating to:

  • Software

  • Source code

  • Documentation

  • Methodologies

  • Designs

  • Deliverables

  • Frameworks

  • Templates

shall remain vested in Actien or its licensors unless expressly agreed otherwise in writing.

No ownership rights are transferred to the Customer by virtue of any licence or service agreement.

11. Confidentiality

Each party agrees to protect confidential information disclosed by the other party.

Confidential information shall not be disclosed to third parties except:

  • With prior written consent;

  • As required by law;

  • To professional advisers bound by confidentiality obligations.

Confidentiality obligations shall survive termination of the agreement.

12. Service Availability

For SaaS and hosted services, Actien shall use commercially reasonable efforts to maintain service availability.

Planned maintenance, emergency maintenance, force majeure events, third-party service interruptions, and internet connectivity issues shall not constitute service failures.

Specific service availability commitments may be defined within a Service Level Agreement (SLA).

13. Limitation of Liability

To the maximum extent permitted by law:

  • Actien shall not be liable for indirect, consequential, incidental, punitive, or special damages;

  • Actien shall not be liable for loss of profits, revenue, business opportunity, goodwill, or anticipated savings;

  • Total liability shall not exceed the fees paid by the Customer during the twelve (12) months preceding the event giving rise to the claim.

Nothing in these Terms excludes liability which cannot lawfully be excluded under applicable law.

14. Force Majeure

Neither party shall be liable for delay or failure to perform obligations caused by events beyond reasonable control, including:

  • Natural disasters

  • Pandemics

  • Cybersecurity incidents

  • Government actions

  • War or armed conflict

  • Utility failures

  • Telecommunications outages

  • Industrial disputes

Affected obligations shall be suspended for the duration of the force majeure event.

15. Term and Termination

The agreement shall continue for the applicable subscription term, licence period, or project duration.

Either party may terminate:

  • For material breach;

  • For non-payment;

  • For insolvency;

  • As otherwise provided within the agreement.

Upon termination:

  • Access rights may cease immediately;

  • Outstanding fees become payable;

  • Customer data handling shall be governed by the applicable agreement and data retention policies.

16. Compliance and Ethical Conduct

Actien is committed to conducting business in accordance with applicable laws and ethical standards.

Customers agree to comply with:

  • Anti-bribery laws

  • Anti-corruption regulations

  • Export control regulations

  • Sanctions requirements

  • Applicable trade laws

Actien reserves the right to suspend or terminate services where compliance concerns arise.

17. Governing Law

Unless otherwise agreed in writing:

EU Contracts

Contracts issued by ACTIEN OÜ shall be governed by the laws of the Republic of Estonia and applicable European Union legislation.

UK and International Contracts

Contracts issued by SANDEL OVERSEAS LTD shall be governed by the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the competent courts applicable to the relevant contracting entity.

18. Entire Agreement

These Commercial Terms & Licensing Policy, together with the applicable agreement, order form, statement of work, support agreement, privacy policy, and any referenced schedules, constitute the entire agreement between the parties and supersede all prior discussions, proposals, representations, or understandings.

 

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