‘MAC-5 Enterprise’ or ‘MAC-5’ (hereby ‘MAC-5’ or ‘Product’) is the software product under the sole ownership of ‘Double Pine Co., Ltd.’ (hereby ‘Double Pine’ or ‘we’). This document states the terms and conditions of using MAC-5 and its related services from Double Pine, which is assumed that you have accepted upon purchase.
Modified On May 25, 2019
1. Description of Software and Services
We provide a back-office ERP solution mainly consisted of Accounts Payable, Accounts Receivables, General Ledger, and Inventory Control modules. Together with the product, we also provide the following services: implementation of the software, customization, integration with other systems, IT services, training, Cloud services and other after-sales support (see Article 10 and 13 for more information). If requested, we also provide necessary hardware to enable the software usage. Otherwise, you are responsible for obtaining the hardware and preparing infrastructure necessary to use our software. You may use the software for your business purpose in the organization you represent or for personal use.
2. Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your contact person’s primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Product by providing Double Pine notice by email or any means within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Product. In the event of such termination, you are still liable to complete any remaining payment to us. Your continued use of the Product after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms. If we discontinue certain portions of the Product or Services, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of the Product.
We may modify these terms or any additional terms that apply to our Product or Services to, for example, reflect changes to the law or changes to our policies. We will send notice of modified additional terms to the main contact point provided to us. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are informed. However, changes addressing new functions for the Product or changes made for legal reasons will be effective immediately.
If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
These terms control the relationship between Double Pine and you. They do not create any third party beneficiary rights.
4. Data Ownership
You retain all rights and ownership of data created or stored by you. We do not claim any ownership rights to your content. Unless specifically permitted by you, your use of the Product and Services does not grant Double Pine the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Double Pine’s commercial, marketing or any similar purpose.
However, you grant Double Pine permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you. For example, in order to perform the Services, we may need to access, view, or listen to your content to
(a) respond to support requests;
(b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; and
(c) enforce these terms.
5. Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Product based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party‚Äôs roles and restrictions as an administrator of your organization account.
You are responsible for
a) ensuring confidentiality of your organization account password,
b) appointing competent individuals as administrators for managing your organization account, and
c) ensuring that all activities that occur in connection with your organization account comply with this Terms.
You understand that Double Pine is not responsible for account administration and internal management of the Product for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to firstname.lastname@example.org or calling us at the number specified on www.mac5enterprise.com/contactus, provided that the process is acceptable to Double Pine. In the absence of any specified administrator account recovery process, Double Pine may provide control of an administrator account to an individual providing proof satisfactory to Double Pine demonstrating authorization to act on behalf of the organization. You agree not to hold Double Pine liable for the consequences of any action taken by Double Pine in good faith in this regard.
6. Use of Product
6.1 Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Product and Services. We reserve all rights not granted under these terms.
6.2 Storage. When the Product and Services provide storage, we recommend that you continue to back up your content regularly. We may provide assistance to back-up and restore your content but you are responsible for any loss or incomplete restoration of the content.
6.3 License. Subject to your compliance with these terms and the law, you may access and use the Product and Services via your purchased licenses.
6.3.1 Double Pine offers the following license types:
126.96.36.199 Temporary license or Temporary Access Code is provided to you during the period in which you have not completed the full payment. However the license can be revoked if the payment is not made by the agreed terms.
188.8.131.52 Permanent license or Permanent Access Code is granted to you after all payment terms are completed.
184.108.40.206 Dealer’s license belongs to those who have signed into a dealership agreement with Double Pine, allowing dealers to continue use the Product as part of their sales process.
220.127.116.11 Partner’s license belongs to the companies who have signed into a partnership agreement with Double Pine, allowing our partners to use the Product as part of the sales process.
6.3.2 Termination of License. All types of licenses can be revoked if Double Pine finds any terms violated by the party in use.
7. Product Implementation
If you opt for implementation service, you will be supported in the scope of service specified in the purchase order agreed upon by you and our sales representative.
7.1 In general, Double Pine is responsible for:
7.1.1 understanding your workflow. Double Pine holds that the implementation service provided is based on the workflow agreed upon in the beginning of the project. In the event that the workflow is changed in the middle of the project by any cause from your side, Double Pine cannot be held responsible for any failure of Product implementation.
7.1.2 converting master data to our platform. The types of data are limited to those agreed upon on the purchase order. Any additional data type would be treated as a chargeable request.
7.1.3 training your users to use our Product following the workflow. Whether the training session is conducted at your site or ours depends on the terms agreed on the purchase order.
7.1.4 following up on your Product adoption progress up until 4.5 months after the service commences. After that, you are responsible for your own successful usage of the Product.
7.2 You are responsible for:
7.2.1 assigning a main contact person to collaborate with us, acting as a project manager. Double Pine is not responsible for acting on your behalf to manage the project.
7.2.2 providing all necessary required master data in order for us to complete a proper set-up for you. In the event that you do not successfully provide the master data, Double Pine cannot be held responsible for the failure of the implementation.
7.2.3 ensuring that the workflow is correct according to your internal process after Double Pine presents the implementation document to you. If no objection or correction is raised by you, Double Pine holds no responsibility to the failure or incorrect training of the Product.
7.2.4 making and accepting appointments in the most timely manner. During the project span, if Double Pine is not successful in contacting you to provide the service after reasonable efforts to communicate and make notice, we reserve the rights to suspend and cancel the remaining service after 365 days have passed since the first day the service commences.
7.2.5 cancelling an appointment within 24 hours in advance to the agreed service day. Otherwise, your remaining service days or hours will be deducted. For the location outside Bangkok, one day will be deducted. For the location inside Bangkok that requires more than 2 hours of travelling time, half day will be deducted. For that with less than 2 hours travelling time, the same hour spent on travelling will be deducted.
7.2.6 attending training sessions with maximum efforts. A partial or on-demand training sessions, other than those offered in the Implementation service sold to you, cannot be offered inclusively, as a result of insufficient participation in the training sessions of your users. A training session can be purchased separately.
8. Standard Deployment
If you have not purchased our implementation service, you will be supported only in the scope of service specified in the purchase order agreed upon by you and our sales representative.
8.1 In general, Double Pine is responsible for:
8.1.1 introducing you to necessary contact points to which you could communicate in regards to different requests.
8.1.2 supplying you with guidelines to help you understand the Product and Implementation process. Double Pine will not and cannot answer any questions that require the expertise offered in the Implementation Service.
8.1.3 supplying you with templates in order to convert necessary master data for you, as well as providing the guideline – in writing and verbal – as to how to complete those templates. However, if after 3 months since the first day the service commences, you have not submitted the completed templates and requested us to migrate your master data, Double Pine reserves the rights to cancel this service. If needed, you have to purchase additional service for data migration separately.
8.1.4 guiding you on appropriate training courses and sending you regular timetable as well as access to reserve the seats in training classes.
8.1.5 following up on your Product adoption progress up until 3 months after the service commences. After that, you are responsible for your own successful usage of the Product.
8.2 You are responsible for:
8.2.1 assigning a main contact person to collaborate with us, acting as a project manager. Double Pine is not responsible for acting on your behalf to manage the project.
8.2.2 providing all necessary required master data in order for us to complete a proper set-up for you. In the event that you do not successfully provide the master data, Double Pine cannot be held responsible for the failure of your Product adoption.
8.2.3 reserving seats in the training sessions. The number of seats in each live class is limited and is treated in an “first-come-first-served” basis. Double Pine reserves the right to disable the reservation access after a class is at its full capacity and the right to cancel a class if a minimum number of attendee is not met.
8.2.4 cancelling your seats 24 hours prior to the start of the class. Otherwise, the absent seats will be deducted from your rights.
8.2.5 your own successful implementation of the Product by utilizing learning materials and resources that Double Pine provides.
9. Customization Work
9.1 A purchased customization request only follows specifications documented in an agreed and signed paper. Double Pine is responsible for maintaining transparency and traceability of communication between Double Pine and you. We cannot be held responsible for any specification that extends beyond the scope stated or is added without printed evidence.
9.2 The progress of the customization request cannot in any way be used as a reason to delay any outstanding payment of the main Product and Services. Your election to purchase the customization service precludes your acceptance that it is treated as a separate project.
9.3 If you do not make payment for Annual Maintenance Fee on your second year of use, you can only communicate to us in the scope of an on-going customization project, and not on other usage of the main Product, following the policy of the Annual Maintenance made known to you upon purchase.
9.4 Your election to purchase the customization work precludes your acceptance of an additional portion to your Annual Maintenance fee.
10. Annual Maintenance
From the second year of Product adoption, you are obliged to pay an Annual Maintenance fee of an agreed percentage of the total Product value, which consists of the items you agree to purchase: the main Product, add-on items, customization work, and integration fee. Double Pine reserves the rights to make changes to the content of the Annual Maintenance service at any time without liability to you or anyone else.
10.1 This service cexcludes the following scope of work:
10.1.1. Damaged data inspection and cleaning. We do initial inspection to give you the diagnosis of the cause of a problem. We do not inspect your database in detail nor do we correct your data when damage is found. You are responsible to take corrective actions from our advices.
10.1.2. Customizing forms in addition to those provided in your package.
10.1.3. Customizing financial reports in addition to the session provided in your package.
10.1.4. Database inspection in the event that error occurs and MAC-5 is suspected to be the cause. If the result turned out that it is not the cause of an error, an hourly rate payment shall be made to us.
10.1.5. Network inspection in the event that an error occurred is unrelated to our product or services in anyway, but are done on your request.
10.1.6. Performing actions on your hardware, such as formatting and running disk fragmentation as a maintenance to your hardware, that are unrelated to those required to enable our product and services but are done on your request.
10.1.7. On-site trainings on your request in addition to those provided in your package.
10.1.8. Training on all issues or any answering any question that suggests the necessity to explain how to use our product or services in detail. The topics that we reserve the right to offer support via phone call include:
10.1.8.1 Financial Statement customization and inspection
10.1.8.2 Form customization
10.1.8.3 General Ledger Analytical report filter and usage
10.1.8.4 “Link Cost”
10.1.8.5 Password and Permission setting
10.1.8.6 Tax report filter and form-filling
10.1.8.7 Tax submission via internet
10.1.8.8 Setting and configuration of any purchased add-ons
10.1.8.9 Text file substitution
10.1.8.10 Permission clearance
10.1.8.12 Database back-up and restore
10.1.8.13 Creating a new company database
10.1.8.14 Your customization work details or your implementation details. Additional services are required to have your customization or implementation project revisited and explained in details. Otherwise, everything could be found in your implementation guidebook or customization work user manual provided at the end of the project.
10.1.8.15 Creating basic documents. There are instruction videos for all basic courses that would effectively give you a clearer picture of all steps necessary to create a document.
10.2 You accept that if the above scope of work is requested, there will be additional charges to the yearly Maintenance fee.
10.3 The start date of Annual Maintenance support is the date that you make and Double Pine receives full payment for the fee, not the date that the proposed Purchase Order is signed.
10.4 You are waived the Annual Maintenance fee for the first year of use. The start date of the support will start on the day the Product is installed or the first day you receive any kind of service from Double Pine and will end 365 days after that. No compromise can be made to postpone the end date as a consequence of any Product or Services Double Pine provides during the year.
10.5 Penalty fee will be charged if the Annual Maintenance fee is skipped for any year.
11. Integration With Third Party
Double Pine offers integration with the software of your choice or that we recommend. We are obliged to put maximum effort for a successful integration, however, we are not responsible for enforcing, managing, administering, and ensuring capability and the effort of the third party involved.
In the event that a delay, error, or unexpected obstacle occurs from the third party and causes the delay or failure of the project, you accept that
(a) Double Pine cannot be held accountable,
(b) no financial indemnification or refund can be offered, and
(c) the value of the scope of work completed by Double Pine shall be duly compensated.
12. Add-On “Function”
Double Pine offers choices of add-on systems or ‚Äúfunctions‚Äù as they are termed. Our sales team is responsible for selecting appropriate functions to compliment your solution in order to best fulfill your expectation. Some of these functions are shown on the date of demonstration following our policy that sales representatives must demonstrate the maximum capability of the Product. If you find any of the offered functions unnecessary, you can notify our sales team. However, Double Pine would insist you purchase the function if we deem necessary for the success of your project.
In the event that a mistake has been found related to a purchased function, Double Pine is responsible for taking steps to amend it before delivering an integrated solution to you. This responsibility excludes any requirement arising after the purchase of the function.
13. Training Courses and Seats
You are given a specific number of seats to attend training courses delivered online or live at Double Pine. The seats cannot be:
a) transferred to other account unless that account is an associated company with your company that purchased our software;
b) accumulated from year to year, expiring with the yearly subscription to our Annual Maintenance;
c) exchanged to other types of services; or
d) exchanged for money;
You are encouraged to send as many users as possible during the first few months of deployment since this would quicken the process of adoption. They can raise questions regarding the usage of the software during the class, however, we reserve the rights to answer specific questions relating to your own implementation when also training for users from other companies.
14. Fees and Payments
14.1 Product Payment. Product hereby includes the core software license, any add-on function (see Article 12), log-in license, copy license, and temporary and permanent access codes (see Article 6.3.1). In case you are granted payment terms, you are obligated to make all payment in the agreed timely manner. Any factor related to a customization request or integration request to the Product cannot be used as a reason for the delay in payment. In your election to sign the invoice, you have accepted the terms of payment.
Failure to make the payment grants Double Pine the rights to suspend your account. In the event that you show reasonable effort to make payment, despite the delay, we would provide you with temporary access code to use the Product until you complete the payment. Until every payment term is collected, and only then, that you will receive a Permanent Code to use the Product.
14.2 Annual Maintenance Fee. In your first year of Product adoption, you are exempted of the Annual Maintenance Fee (see Article 10 above). From the second year onwards, you are obliged to an annual payment of an agreed percentage of the value of the Product. The benefits you received are subject to our policy which would be informed upon your initial purchase.
Failure to make the payment would forbid you from receiving any after-sales support activities from Double Pine including:
a) answering any questions via phone call, social media, email, and Customer Portal;
b) granting any updated features or new add-ons;
c) granting discounts and promotion in special events;
d) access to training sessions and online videos;
e) technical problem fixes requiring on-site support of our personnel; and
f) bug and error fixes
14.3 Service Payment. The payment for all our services (e.g. implementation, on-site service, training service, IT service, and others) are subjected to be paid before they commence. In case you are granted payment terms, you are obligated to make all payment in the agreed timely manner prior to the day to be receiving service from us. The last acceptable payment should be made within 24 hours prior to the agreed date of service. Any factor related to the Product such as a customization request, integration of add-on functions, or integration request to the Product cannot be used as a reason for the delay in payment. In your election to sign the invoice, you have accepted the terms of payment.
14.4 Customization Work Payment. See Article 9.
We may modify, update, or discontinue the Product (including any of their portions or features) and Services at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. We will also allow you a reasonable time to back-up your content. You have the rights to choose to update or remain at the same version of the Product. However, you may be asked to update if any of raised technical problem requires so. We cannot be responsible for any problems that arise as a result of your using older versions of the Product.
We may suspend your user account or temporarily disable access to whole or part of any Product or Services in the event of any suspected illegal activity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to email@example.com within thirty days of being notified about the suspension.
16.1 Termination by You. You may stop using the Product and Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees nor allow you to request for refund.
16.2 Termination by Double Pine. If we terminate these terms for reasons other than for cause, then we will make reasonable effort to notify you at least 30 days prior to termination via the email address you provide to us with instructions on how to retrieve your content. Unless stated in Additional Terms, we may, at any time, terminate your right to use and access the Product or Services if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Product or Services, if any;
(c) we are required to do so by law (for example, where the provision of the Product or Services to you is, or becomes, unlawful);
(d) we elect to discontinue the Product or Services, in whole or in part, (such as if it becomes impractical for us to continue offering the Product or Services in your area due to change of law); or
You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’s fees, arising out of or related to your content, your use of the Product or Services, or your violation of these terms.
18. Disclaimers of Warranties
Unless stated in the Additional Terms, the Product and Services are provided “AS-IS” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Product and Services. We further disclaim any warranty that
(a) the Product and Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free;
(b) the results that may be obtained from the use of the Product and Services will be effective, accurate, or reliable;
(c) the quality of the Product and Services will meet your expectations; or that
(d) any errors or defects in the Product and Services will be corrected.
We specifically disclaim any liability for any actions resulting from your use of any Product and Services. You may use and access the Product and Services at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Product and Services.
19. Limitation of Liability
Unless stated in the Additional Terms, Double Pine is not liable to you or anyone else for:
(a) any loss of use, data, computer failure, goodwill, or profits, whether or not foreseeable; and
(b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages). Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees‚Äô) intentional misconduct, or for death or personal injury.
To the extent permitted by law, the total liability – whether direct or indirect – of Double Pine, and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Product and Services.
Modified On May 25, 2019
We added a condition to the start date of Annual Maintenance service coverage to be the first day the software is installed in your hosting or server OR the first day you receive any service from us, e.g. implementation service.