End User Service Agreement (EUSA)

Last Updated: 08 Aug 2023

This End User Service Agreement (“Agreement”) is a legally binding agreement between you (“User,” “You,” or “End User”) and Meta Minds Pvt. Ltd., operating under the brand name Oneflow (“Company,” “We,” or “Us”). This Agreement governs your access to and use of the Oneflow software platform and services.

By accessing or using any part of the Oneflow Service, you confirm that you have read, understood, and agreed to be bound by this Agreement, our Privacy Policy, and Fair Usage Policy. If you do not agree to the terms of this Agreement, do not access or use the Service.

1. Definitions

Service: The Oneflow software-as-a-service (SaaS) platform, including all features for accounting, billing, payroll, inventory, and business management.

User Account: The account registered by you or your organization to access the Service.

Client Data: Any information, documents, or files uploaded or generated through the Service.

Documentation: The user manuals, help files, and related materials provided by the Company.

2. Acceptance and Scope of Service

By using the Service, you agree to comply with and be legally bound by this Agreement. The Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service solely for your internal business purposes.

The Company may modify the features or functionality of the Service from time to time. Planned maintenance and system downtimes will be communicated in advance where practicable.

3. Subscription Term and Renewal

This Agreement commences on the Effective Date and continues for an initial period of twelve (12) months, unless terminated earlier. Upon expiration, this Agreement automatically renews for successive twelve (12)-month terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

The price for each renewal term shall be the Company’s then-current standard pricing, unless otherwise agreed in writing.

4. Data Entry and System-Generated Reports

All calculations, reports, and analytics generated by the Service are based solely on the data entered by you or your Authorized Users. The Company does not verify or validate this input and disclaims all responsibility for its accuracy.

You acknowledge and agree that:

  • You are solely responsible for reviewing and validating the accuracy of all system-generated outputs.
  • The Service does not constitute financial, legal, or tax advice.
  • You are solely responsible for compliance with applicable tax laws, labor regulations, employee data protection, and financial reporting requirements.

5. Data Portability and Access

Client Data is stored in proprietary formats specific to the Service. Such data may not be portable or usable outside the system. The Company:

  • Shall not be liable for the retrieval, usability, or interpretation of such data outside the platform.
  • May, at its sole discretion, provide access to certain data in specific formats upon written request.
  • Reserves the right to charge additional fees for any such data export or transformation.

6. User Responsibilities

You agree to:

  • Maintain accurate and current account information.
  • Safeguard your credentials and notify the Company of any unauthorized use.
  • Use the Service only for lawful business purposes.

You shall not:

  • Upload viruses or malicious code.
  • Attempt to gain unauthorized access to the Service.
  • Reverse engineer, modify, or resell the Service.
  • Use the Service as general-purpose file storage or for storing unrelated files.

You are responsible for the actions of anyone accessing the Service under your User Account.

7. Intellectual Property Rights

The Service and all associated intellectual property rights are owned or licensed by the Company. This includes but is not limited to software code, user interfaces, documentation, trademarks, and logos.

You acquire no ownership interest in the Service. You may not:

  • Copy, reproduce, or modify the Service or its components.
  • Create derivative works or competing products.
  • Use the Service to infringe on the rights of any third party.

8. Confidentiality

You agree to maintain the confidentiality of all non-public information disclosed by the Company and not use such information for any purpose other than as permitted under this Agreement.

This obligation survives the termination of the Agreement for a period of five (5) years.

9. Data Security and Privacy

The Company implements reasonable administrative, technical, and physical security measures to protect Client Data. By using the Service, you consent to the collection, use, and processing of your personal and business data in accordance with the Company’s Privacy Policy.

The Company shall notify you of any data breach that affects your Client Data without undue delay, consistent with applicable law.

10. Fair Usage and Storage

Unlimited storage is provided subject to fair usage. You agree not to:

  • Upload unrelated or excessively large files unrelated to business operations.
  • Use the Service for backups, media storage, or file sharing outside business purposes.

The Company may:

  • Monitor usage,
  • Impose storage limits,
  • Suspend or terminate access in case of misuse,
  • Levy additional charges where applicable.

11. Disclaimers

The Service is provided “as is” and “as available” without warranty of any kind, whether express, implied, statutory, or otherwise.

To the fullest extent permitted by law, the Company disclaims all warranties, including:

  • Merchantability,
  • Fitness for a particular purpose,
  • Non-infringement,
  • Availability or reliability of the Service,
  • Accuracy or completeness of reports or calculations.

12. Limitation of Liability

To the maximum extent permitted by law:

  • The Company shall not be liable for indirect, incidental, special, punitive, or consequential damages.
  • The Company shall not be liable for loss of profits, business interruption, loss of data, or non-compliance outcomes.
  • The Company’s aggregate liability shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim.

This section reflects a reasonable allocation of risk and is a condition of access to the Service.

13. Indemnification

You agree to indemnify and hold harmless the Company and its affiliates from any claims, damages, or liabilities arising out of:

  • Your breach of this Agreement,
  • Your use of the Service in violation of law,
  • Your Client Data infringing third-party rights.

14. Termination

You may terminate this Agreement by providing thirty (30) days’ written notice. The Company may suspend or terminate your access immediately for any breach of this Agreement.

Upon termination:

  • All rights to use the Service cease immediately,
  • Fees paid are non-refundable,
  • Client Data may be retained for up to ninety (90) days,
  • After which, the Company may permanently delete such data.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Nepal. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Nepal.

16. General Provisions

Entire Agreement: This document, along with referenced policies, constitutes the entire agreement.

Modifications: The Company may update these terms. Continued use signifies acceptance.

Force Majeure: The Company is not liable for delays caused by factors beyond its control.

Severability: If any provision is deemed invalid, the remaining provisions remain in effect.

No Waiver: Failure to enforce any right does not constitute a waiver.

Assignment: You may not assign your rights without written consent.

17. Contact Information

For questions regarding this Agreement, contact us at:

Email: hello@oneflow.pro

By continuing to use Oneflow, you acknowledge that you have read, understood, and agreed to this End User Service Agreement.