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1. Purpose and Nature of Service

1.1 This Agreement governs the Customer's subscription and use of CloudMa ERP, a cloud-based Enterprise Resource Planning solution developed and provided by ChiOX Software Solution.

1.2 The subscription may include access to agreed ERP modules, hosting, standard updates, standard technical support and other services expressly included in the Customer's selected package.

1.3 Access is licensed on a subscription basis and does not transfer ownership of the CloudMa ERP software, source code, intellectual property, platform or proprietary technology to the Customer.

2. Definitions

3. Term and Renewal

3.1 The Agreement begins on the Effective Date and continues on a month-to-month or annual renewal basis according to the Customer's selected billing arrangement, unless terminated in accordance with this Agreement.

3.2 Each paid subscription period grants access only for the corresponding subscribed period. Payment for one period does not create a permanent or lifetime right of access.

4. Subscription Packages and Commercial Scope

All prices, fees, rates, package charges, add-on charges, support charges, customization charges, training charges, hosting/storage charges, transportation charges and other amounts mentioned in this Agreement, quotation, invoice or related document are subject to change. The applicable amount payable by the Customer is the amount stated in the latest applicable quotation, invoice, order confirmation, price schedule or written commercial communication issued by ChiOX.

5. Pricing Revision, Economic Conditions and Commercial Changes

5.1 All prices and charges mentioned in this Agreement are subject to change. No price stated in this Agreement, quotation, invoice, package schedule, promotional material or prior communication shall be interpreted as a permanently fixed price unless ChiOX expressly confirms a fixed-price period in writing.

5.2 Price revisions may take into account actual business conditions and economic circumstances, including inflation, exchange-rate movements, salary and employment costs, infrastructure and hosting costs, security requirements, software/platform costs, taxes and statutory charges, technology investments, supplier costs, operational expenses, third-party service costs and other material changes affecting the cost of providing the service.

5.3 A price revision is not a penalty and does not require the Customer's individual approval merely because the Customer previously subscribed at a lower price. The Customer will be responsible for the revised fee from the effective date communicated by ChiOX.

5.4 ChiOX will communicate material pricing revisions through an invoice, billing notice, customer portal notice, system notice, email, or another reasonable communication method. The Customer is responsible for reviewing such notices.

5.5 If the Customer does not wish to continue under revised commercial terms, the Customer may terminate the subscription in accordance with this Agreement. Continued use after the effective date of the revised price constitutes acceptance of the revised fee.

5.6 Promotional, discounted or specially negotiated pricing applies only for the period expressly stated in the relevant quotation or written approval. A discount or concession granted on one occasion does not create an ongoing entitlement to the same price or concession.

6. Billing, Due Date and Expiry Date

6.1 Subscription invoices are issued according to the agreed monthly or annual billing cycle. The Customer must settle the full amount on or before the due/expiry date displayed in the CloudMa ERP system and/or communicated on the applicable invoice.

6.2 The Customer acknowledges that the subscription expiry date is displayed within the system. ChiOX is not required to repeatedly contact or remind the Customer individually before every expiry date.

6.3 The Customer is responsible for monitoring the displayed expiry date, maintaining valid payment arrangements and ensuring that the full amount is paid on time.

6.4 Where an invoice contains a payment date, the date stated in the system/invoice will be treated as the applicable due date unless ChiOX confirms otherwise in writing.

7. Full Payment Requirement and Access Control

7.1 CloudMa ERP access is provided against paid subscription entitlement. Full payment of the amount due is required to maintain active access.

7.2 If the Customer has any due or outstanding amount after the applicable expiry/due date, ChiOX may suspend or block the Customer's ERP access until all outstanding amounts are fully settled.

7.3 Partial payments do not automatically restore or maintain access where the account remains in arrears. Access is subject to the full outstanding balance being cleared, unless ChiOX expressly agrees otherwise in writing.

7.4 System access may include login access, ERP modules, POS access, mobile access, API/integration access and other connected services. Suspension may apply to all or any relevant components.

7.5 Access control is an administrative service-protection mechanism arising from non-payment and is not intended as a punitive measure. Until 100% of the applicable subscription/rental and other required outstanding amounts are paid and verified, ChiOX is not required to activate or maintain active system access.

8. No Grace Period / No Temporary Activation

8.1 The Customer should not rely on an assumption that access will remain available for a few additional days after expiry.

8.2 Requests such as “please keep the system active for a few days”, “we will pay shortly”, “activate temporarily”, “give us a small extension”, or similar requests are not contractual entitlements.

8.3 Any exception is entirely subject to ChiOX's written approval and, where applicable, may be subject to an additional charge. A past exception does not create a precedent or guarantee for future exceptions.

8.4 ChiOX may refuse temporary activation where the account has an outstanding balance, regardless of the amount of the balance.

9. Payment Methods and Payment Confirmation

9.1 Accepted payment methods may include bank transfer and approved online payment methods communicated by ChiOX.

9.2 The Customer should provide the payment reference/slip where requested so that the payment can be identified and allocated to the correct account.

9.3 Bank processing time, payment-gateway processing time, incorrect references, insufficient payment information or delayed proof of payment may delay account reactivation.

10. Non-Waiver of Fees and Requests for Free Services

10.1 Payment Set-Off / Withholding: The Customer shall not withhold, reduce, set off or deduct subscription or other agreed charges because of an unrelated complaint, pending support request, internal staff issue, temporary non-use or other matter, except where required by applicable law or expressly agreed in writing by ChiOX.

10.2 Subscription fees are recurring commercial charges for continued access to the CloudMa ERP service. They are not optional based on the Customer's level of use during a particular month.

10.3 A Customer's statement that a charge is “small”, “only a small issue”, “can be done free”, or similar does not create an obligation for ChiOX to waive the applicable fee.

10.4 ChiOX may, at its sole commercial discretion, approve a one-time waiver, discount, goodwill concession or free minor service. Any such concession is voluntary, case-specific and does not amend the Customer's standard pricing or create a future entitlement.

10.5 Repeated requests for fee waivers, free additional users, free additional locations/warehouses, free storage, free customizations, free re-training, free support outside the package, or free recovery/export services may be declined.

10.6 If a requested service is outside the included subscription scope, ChiOX may quote and charge for it before commencing the work.

11. Support, Maintenance and Related Service Terms

11.1 Payment Default & Recovery: Where amounts remain unpaid, ChiOX may issue formal payment notices and may pursue lawful recovery measures available under applicable law.

11.2 Non-Refundable Payments: To the extent permitted by applicable law and subject to the specific quotation/agreement, payments are non-refundable once system provision, onboarding, development or other contracted work has commenced.

11.3 Annual Renewal: Annual subscription renewal fees must be settled before expiry to avoid service interruption. Any applicable reactivation or restoration charge may be separately payable.

11.4 Customization Warranty: Unless otherwise stated in writing, delivered customizations include a 14-day bug-fix warranty for defects against the agreed requirements. Changes to requirements or requests made after the warranty period may be billed separately.

11.5 Third-Party Services: Domains, hosting, SMS gateways, WhatsApp API services, payment gateways and other third-party services are separate charges unless expressly included in the applicable quotation. Third-party pricing and availability may change without control by ChiOX.

11.6 Step-by-Step Customization Payments: For multiple customization items, ChiOX may require payment step-by-step after each completed feature or milestone. If a completed item remains unpaid, ongoing and upcoming development may be paused until the outstanding amount is settled.

11.7 Development Start Approval: Customization or development work begins only after written confirmation/approval through an accepted communication channel, such as email, WhatsApp or the ChiOX ticketing/support panel, and after the required advance payment is received.

11.8 Testing & Acceptance: The Customer must review and test delivered features within 7 days of provision. If no material issue is reported within that period, the delivered feature will be considered accepted, subject to applicable warranty terms.

12. Customer Responsibilities

12.1 Maintain accurate billing, contact and organization information.

12.2 Monitor the subscription expiry/due date shown in the system and make full payment on time.

12.3 Ensure sufficient funds and correct payment references when paying.

12.4 Keep user credentials secure and prevent unauthorized access.

12.5 Use the services only for lawful business purposes.

12.6 Provide reasonable cooperation for troubleshooting, verification, upgrades and support.

12.7 Nominate responsible staff and maintain internal knowledge transfer when employees change.

12.8 Maintain suitable internet connectivity, devices, printers/POS equipment and power where required for use of the service.

13. Provider Responsibilities

13.1 Provide access to the subscribed CloudMa ERP services subject to this Agreement and payment status.

13.2 Maintain the service environment using reasonable operational and security practices.

13.3 Provide standard support according to the agreed service level.

13.4 Maintain standard system updates and patches where included in the subscription.

13.5 Maintain routine backups according to ChiOX's operational backup policy.

13.6 Communicate material commercial or service changes through reasonable available channels.

14. System Availability and Service Interruptions

14.1 ChiOX will use reasonable efforts to maintain service availability. However, continuous uninterrupted availability cannot be guaranteed.

14.2 Service interruptions may occur due to scheduled maintenance, emergency maintenance, hosting/infrastructure issues, telecommunications failures, third-party services, security events, force majeure, or other circumstances beyond ChiOX's reasonable control.

14.3 Planned maintenance may be communicated where reasonably practicable.

14.4 Payment suspension under Section 7 is a contractual access-control event and is separate from technical service availability.

15. Customizations and Out-of-Scope Services

15.1 Customizations are not included unless expressly stated in the Customer's package, quotation or written agreement.

15.2 Custom work will be scoped, estimated/quoted and approved before development where applicable.

15.3 Changes to approved requirements, additional revisions, new workflows, additional reports, integrations, special configurations, data work, migration, re-training or similar work may incur additional charges.

15.4 A previous free customization or goodwill service does not make future customizations free.

15.5 Fault correction for a customization developed by ChiOX against the agreed requirements will be addressed according to the applicable support/customization terms; changes to the original requirements are chargeable.

16. Data Protection, Backups and Customer Data

16.1 Customer business data remains the Customer's data. CloudMa ERP software, platform, source code, architecture, proprietary methods and intellectual property remain the property of ChiOX or the relevant rights holder.

16.2 ChiOX will use reasonable technical and organizational measures for protection of hosted data, including access controls and routine backups according to its operational policies.

16.3 The Customer is responsible for the accuracy and legality of data entered into the system and for maintaining appropriate internal controls over user access.

16.4 The Customer should not treat the ERP system as the sole repository of irreplaceable business records. Where required, the Customer should request appropriate data exports/backups in accordance with available services.

17. Suspension, Termination and Outstanding Amounts

17.1 Either party may terminate the Agreement by giving 30 days' written notice, unless a different notice period is expressly agreed in writing.

17.2 ChiOX may suspend access immediately where payment is overdue or where necessary to protect the service, system, data, security, legal compliance or other legitimate operational interests.

17.3 Termination does not cancel amounts already incurred. The Customer remains responsible for all subscription fees and other charges accrued up to the effective termination date.

17.4 Upon termination, the Customer must cease using CloudMa ERP after the service end date.

17.5 Data export may be provided upon written request and may be subject to reasonable service charges depending on data volume, format, complexity, urgency and required processing.

17.6 Where outstanding amounts remain unpaid, ChiOX may withhold non-essential post-termination services, including chargeable data processing/export work, to the extent permitted by applicable law and the agreed terms.

18. Reactivation After Suspension

18.1 Reactivation requires verification that all outstanding amounts required for reactivation have been fully settled.

18.2 Reactivation processing time may depend on payment verification, bank/payment gateway confirmation, system processing and the nature of the suspension.

18.3 No temporary activation is guaranteed while payment is pending or partially settled.

19. Changes to Packages, Features and Service Structure

19.1 ChiOX may improve, modify, replace or retire features, modules, interfaces, infrastructure or service components from time to time.

19.2 Where a change materially affects the Customer's subscribed service, ChiOX will use reasonable efforts to communicate the change.

19.3 Commercial package structures, limits, add-ons and prices may be revised under the applicable commercial provisions of this Agreement.

20. Limitation of Liability

20.1 To the maximum extent permitted by applicable law, ChiOX will not be liable for indirect, incidental, special, punitive or consequential losses, including loss of profit, revenue, anticipated savings, business opportunity or goodwill.

20.2 To the maximum extent permitted by applicable law, ChiOX's aggregate liability arising from this Agreement will be limited to the subscription fees actually paid by the Customer during the three (3) months immediately preceding the event giving rise to the claim.

20.3 Nothing in this Agreement is intended to exclude or limit liability that cannot lawfully be excluded or limited under applicable law.

21. Force Majeure

Neither party will be responsible for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil disturbance, government action, major telecommunications failures, widespread infrastructure outages, cyber incidents, pandemic-related restrictions, or failures of critical third-party providers.

22. Notices and Communication

22.1 Commercial and service communications may be sent through email, invoice, customer portal, system notification, support portal, telephone, messaging or other reasonable channels using the contact information supplied by the Customer.

22.2 The Customer must promptly notify ChiOX of changes to its billing contact, email, telephone number or authorized representative.

22.3 The Customer accepts responsibility for reviewing invoices, system notices and commercial communications relevant to its subscription.

23. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of Sri Lanka. Subject to applicable law, disputes shall be subject to the jurisdiction of the competent courts of Sri Lanka, including the courts having jurisdiction in Colombo where applicable.

24. Entire Agreement and Precedence

24.1 This Agreement, together with the applicable quotation, package schedule, order confirmation and written amendments expressly incorporated into it, constitutes the agreement between the parties regarding the CloudMa ERP subscription.

24.2 If there is a conflict between documents, the following order will apply unless expressly agreed otherwise in writing: (1) signed amendment, (2) this Agreement, (3) signed quotation/order confirmation, (4) other written commercial communications.

24.3 Verbal statements or informal discussions do not amend this Agreement unless confirmed in writing by an authorized representative of ChiOX.

25. Customer Acknowledgement of Key Commercial Rules

26. Execution and Signatures

By signing below, the parties confirm that they have read, understood and agreed to the terms of this ERP Service Agreement, including the payment, pricing revision, expiry, suspension, no-grace-period and additional-charge provisions.

27. Customer Billing & Service Setup

28. Additional Customer Concerns & Service Clarifications

28.1 System Discontinuation / Termination Notice. If the Customer wishes to stop, discontinue or terminate CloudMa ERP, the Customer must submit a written termination request/letter to ChiOX. Mere non-use, non-login or verbal notice to a staff member is not formal termination. Accrued charges remain payable.

28.2 Reactivation After Discontinuation / Outstanding Subscription. If the Customer stops using the system and later wishes to restart, the account will not automatically reactivate. All applicable missed subscription months/arrears and any reactivation/restoration charges must be settled before access is restored, unless ChiOX agrees otherwise in writing.

28.3 Minor Customization Requests Are Chargeable. A request described as a small change, small customization, small report change, button change, adjustment or similar does not automatically make the work free. Out-of-scope work may be quoted and charged before development.

28.4 Server Downtime Does Not Automatically Reduce Subscription Fees. Temporary server downtime, maintenance, hosting/infrastructure failure, telecommunications failure, third-party interruption, security incident, force majeure or other circumstances beyond reasonable control do not automatically reduce or cancel the recurring subscription fee. Any service credit requires written approval by ChiOX.

28.5 Customer Staff Miscommunication. ChiOX is not responsible for internal miscommunication, misunderstanding, failure to pass information, unauthorized instructions, staff turnover or internal communication gaps within the Customer organization.

28.6 Full Payment Before Service Delivery / Work. Where an invoice, quotation or applicable commercial term requires full payment, ChiOX is not required to provide the relevant access, service, customization, development, deployment, data work or deliverable until the required amount is fully settled. The 70% project advance does not remove the 100% recurring subscription payment requirement.

28.7 Customer Data Entry and Reporting Responsibility. If a report, calculation, stock figure, financial figure or other output is incorrect because of incorrect, incomplete, duplicate, missing or improperly entered Customer data, ChiOX is not responsible for the resulting discrepancy, business decision or loss to the extent caused by that data. The Customer must review important outputs.

28.8 Training Method, Customer Changes and Resulting Issues. If ChiOX trains the Customer on a particular method/workflow and the Customer later materially changes the method, bypasses controls or instructs staff to use a different method, ChiOX is not responsible for issues caused by that deviation.

28.9 Training Resource / Trainer Continuity. The Customer may request the same trainer where reasonably possible, but ChiOX cannot guarantee the same trainer throughout the service period. Employee resignation, leave, role change or unavailability may require assignment of another qualified employee.

28.10 Official Support Ticket / Hotline Requirement. System issues must be reported through the official ChiOX support ticket/support portal and urgent issues through the designated main hotline. Personal WhatsApp, personal numbers and informal groups are not guaranteed official support channels.

28.11 Customer Responsibility for Informal Staff Communications. The Customer must not assume that a message sent to an individual ChiOX employee or informal WhatsApp group has been received, reviewed, assigned and resolved. The official support record is the primary issue-tracking reference.

28.12 Repeated Training / Additional Training Charges. If a training session has already been provided and the Customer requests the same session again because it was not understood, repeat training may be arranged subject to trainer availability and may carry an additional LKR charge. Limited clarification does not automatically include a full repeated session.

28.13 Issue Reporting and Official Record. For effective troubleshooting, the Customer should provide the issue description, affected module/user, screenshots or recordings, transaction/reference numbers and approximate time. The issue is officially reported when recorded through the official support process or designated hotline.

29. Final Notice to Customer

29.1 CloudMa ERP is a subscription service. The applicable monthly/annual rental must be paid 100% in full to maintain active access. Project work follows the applicable 70% advance and balance-payment terms.

Official Support: www.support.chiox.net | Support: 0117 900 200 / 07 88 88 88 00 | Billing & Accounts: 070 344 6537 | General: 0112 755 676 / 0112 994 992