1- GENERAL TERMS
Article 1. Definitions
” BIZZI VIETNAM ” means BIZZI VIETNAM CO., LTD, software service provider Bizzi.
” Customer ” is the payer using the Bizzi software service.
” Software ” is an automatic e-invoice processing software called Bizzi provided by BIZZI VIETNAM, including online e-invoice management account on Bizzi website and integrated e-invoice operation on the BIZZI VIETNAM soft.
” Invoice usage fee ” is a fee that customers must pay calculated according to the number of invoices used by customers.
” Use “means using Software through copying, transmitting or downloading software into temporary memory (RAM) or installing into the regular memory of any device uploaded to a computer. , install, perform or display software, or use online software.
” Source Code “: representations in the computer language that, when processed by a code converter, a lower-level compiler, or an execution program where the direct source becomes available. This is done by a computer.
” Subscription period ” is the period in which a customer is granted the right to use Bizzi software services according to the requirement of registration and fee payment agreement with BIZZI VIETNAM.
” Subscription extension ” means that BIZZI VIETNAM grants more time to use Bizzi software services to customers according to the agreement of the two parties.
“ Force Majeure Events ” are events for which the affected party demonstrates that it was beyond the party’s control and could not be foreseen at the time of signing the contract or could not be avoided or exceeded. such event or its consequences reasonably, including but not limited to the following:
(a). Natural disasters or enemy sabotages cause ways to obstruct or destroy or block or stop connection to BIZZI VIETNAM’s data center.
(b). Large-scale power failure; The breakdown of the telecommunication cable causes congestion or stops the telecommunications and Internet connection to the data center of BIZZI VIETNAM.
(c). Hackers (hackers), computer viruses (viruses) attack the data center of BIZZI VIETNAM, stopping, clogging or destroying software and data.
(d). Other cases as provided for by law.
” Intellectual Property ” means all rights in the Software and other related intellectual property rights in the Software will be exclusively owned by BIZZI VIETNAM, and this Agreement will not grant or permit the Customer to The Customer exercises any rights or assigns intellectual property rights other than those granted under this Agreement.
“ Confidential Information ” includes Customer data, proprietary technology of each party, business processes, product specifications, design, and all communications between parties. in connection with Customer’s use of the Software. Confidential information does not include information that:
(a). Known to the public;
(b). Known in the industry before the disclosure;
(c). Known to the public, not the recipient’s fault;
(d). Aggregate data which does not contain any personal or specific customer information.
” Derivative information ” is the information synthesized, deduced from the original information created by the customer in the software of BIZZI VIETNAM. For example: Information derived from personal accounting software can be Report on average income of Vietnamese people, average monthly spending …
Article 2. Software Use Rights
2.1 Subject to Customer’s full compliance with all terms and conditions of this Agreement, BIZZI VIETNAM hereby grants the Customer a non-exclusive and non-transferable right to use the Software to automate the business. vu to handle input electronic invoices. The Customer may not use the Software for any other purpose set forth in this Agreement.
2.2 The right to use the Software granted under this Agreement exists only in connection with the Software and does not apply to any other software product or program that BIZZI VIETNAM has been or is developing.
2.3 During the term of the use of the Software, the Customer may not license, purchase, develop, transfer, alter, or modify the Software to any party. All other rights attached to the Software not specifically granted under this Agreement will remain with BIZZI VIETNAM.
2.4 Customers are not allowed to use software services to update data, send emails, write articles, transmit data and other acts for the following purposes:
(a). Harming, disturbing other people or causing harm to people and property;
(b). In connection with the disclosure of fraudulent, honorable, harassing, or obscene information or material;
(c). Infringement of privacy rights or discrimination against race, religion, sex, or disability;
(d). Infringement of intellectual property or other property rights;
(e). Interference or damage to the Service (including but not limited to accessing the Service through any machine means, software);
(f). Violation of the law.
2.5 During the process of using the Software, the Customer must comply with the instructions and use recommendations of BIZZI VIETNAM published in the Software.
2.6 When the Customer uses up the registered amount of e-invoices, the Customer is still allowed to use the software to manage and store processed input electronic invoices but cannot view and download the electronic invoices. New input elements. To continue using, the Customer needs to pay the invoice usage fee for the number of electronic invoices that Customer subscribes for additional use.
Article 3. Fees and Payment
3.1. The Customer is responsible for paying BIZZI VIETNAM 100% of the value of the product / service package that the Customer chooses to buy right after the Customer sends the order to BIZZI VIETNAM.
3.2. BIZZI VIETNAM reserves the right to adjust the annual subscription fee according to the market price and publish it directly on the website Bizzi. In case the customer has prepaid the subscription fee for many years, the annual subscription fee will not change during the subscription term paid by the customer.
3.3. Customer is responsible for making payment to BIZZI VIETNAM by bank transfer or online payment through banks or third parties. All payments paid by the Customer to BIZZI VIETNAM will be after bank fees, bank fees for such remittances will be paid by the Customer.
3.4 BIZZI VIETNAM will provide the Customer with a legal invoice for any taxes and fees, and the Customer will pay all taxes and fees under this Article to BIZZI VIETNAM according to the invoice.
3.5. BIZZI VIETNAM does not accept to refund any costs the Customer has paid to BIZZI VIETNAM after BIZZI VIETNAM has fulfilled its obligation to hand over products and services to the Customer.
Article 4. Handover of Products and Services
4.1. BIZZI VIETNAM is responsible for handing over to the Customer the right to use the Software within 07 days after the Customer completes the payment obligation to BIZZI VIETNAM.
4.2. The Customer is responsible for logging into the Bizzi website under the BIZZI VIETNAM online account sent by email to check and confirm the expiry date and the number of registered invoices. When the Customer logs into their online account on the website Bizzi, it is considered that BIZZI VIETNAM has fulfilled their obligation to hand over the product and the charging starts from this point.
4.3. In case of software deployment on Customer’s infrastructure, Customer is responsible for preparing equipment, manpower and transmission line in accordance with BIZZI VIETNAM’s recommendation written in the Software to organize the operation and operation. Software system.
4.4. Customer is responsible for receiving and using the software in accordance with the instructions and recommended use of BIZZI VIETNAM announced in the software.
4.5. Upon receiving and handing over an access account from BIZZI VIETNAM, the Customer is responsible for changing the default password on the first use of the software.
Article 5. Customer Support
5.1. BIZZI VIETNAM is responsible for providing customer support consulting services during the use through customer support phone numbers, email and online chat.
5.2. When using consulting services through the call center for consultation and customer support, the Customer accepts to pay telephone charges in accordance with regulations of telecommunications service providers.
5.3. Customers actively view and exploit documents, movies and guide to use the Software at website https://Bizzi.vn
5.4. In case the Customer needs other support consulting services outside the scope of this Agreement such as direct support, re-training and manual service of Software services, the two parties will agree to agree. on cost and implementation method in additional writing.
Article 6. Update, Warranty, Maintenance
6.1. BIZZI VIETNAM is responsible for ensuring technical conditions for customers to use the software 24 hours a day and 7 days a week except for the maintenance, upgrading and troubleshooting time for the system. The system downtime for maintenance or upgrade or backup will be notified by BIZZI VIETNAM in advance of the schedule to the Customer in the form of direct notification on the software. The maintenance or upgrade or backup schedule will be done on a daily or weekly or monthly basis or annually and prioritize at night when the system is least used.
6.2. BIZZI VIETNAM is responsible for fixing the problem of the system within 3 working hours after receiving the request from the user of the Customer.
6.3. Customer agrees to accept all necessary fixes, bug fixes, upgrades, and maintenance for the correct functioning of the service and to ensure the security of the service. Except in urgent cases, BIZZI VIETNAM will notify the Customer in advance the schedule of these error correction activities.
6.4. When using most of registered e-invoices, BIZZI VIETNAM is responsible for notifying the Customer directly on the Bizzi software as follows:
(a). When the number of invoices remains 10%, 5%, 1% of the total number of invoices registered by Customer in the latest period: Notify Customer of the remaining number of invoices, warn Customer and directions lead the Customer to the procedures to buy more invoices.
(b). When using up the registered invoice quantity: Notifying Customer that Customer has used up the registered amount of e-invoices, Customer is only allowed to use the software to manage and store invoices Electronic invoices have been issued, can not view and download new invoices processed after the number of registered invoices is exhausted and guide the Customer to purchase additional invoices. Within 15 days from the date of the end of quantity The registration invoice that the Customer has not registered yet continues to use, the Customer’s account will be deactivated.
6.5. Customers can automatically look up the number of used invoices right on the Bizzi website according to the software manuals.
Article 7. Confidentiality
7.1. BIZZI VIETNAM is responsible for implementing and maintaining all administrative, physical and technical safeguards to ensure the confidentiality and integrity of Customer’s e-invoice data. BIZZI VIETNAM commits:
(a). Do not modify the Customer’s e-invoice data without the Customer’s consent or for the purpose of fixing errors or malfunctions;
(b). Do not disclose e-invoice data of the Customer unless it is required by law or permitted by the customer;
(c). Do not access the Customer’s data and / or change the data of electronic invoices except for technical error correction or at the request of the Customer when using support services.
7.2 BIZZI VIETNAM is responsible for keeping all information about the Customer’s e-invoice data confidential and is not allowed to disclose to any other third party except as required by the competent authority of the state.
7.3 BIZZI VIETNAM is not responsible for:
(a). The loss of data, confidentiality of electronic invoice information of the Customer is caused by the Customer accidentally or intentionally.
(b). Damages caused by Customer’s users, including those who do not have access to the service can still gain access due to computer / software failure or Customer’s intranet
7.4 Customer is responsible for:
(a). Identify and verify the rights of all users to access the Customer’s Bizzi software,
(b). Ensuring the confidentiality of user account information accessing Bizzi software.
(c). All activities by Customer’s user accounts; and
(d). Immediately notify BIZZI VIETNAM of unauthorized access.
7.5 Customers and BIZZI VIETNAM undertake:
(a). Take all necessary measures to keep all Confidential Information confidential;
(b). Do not copy or provide part or all of Confidential Information to any third party without the consent of the right holder of the Confidential Information;
(c). Do not use Confidential Information that the parties have provided to each other for purposes other than the purpose of implementing this Agreement.
Article 8. Intellectual Property
8.1 BIZZI VIETNAM is the sole and complete owner of the Intellectual Property Rights of the Bizzi Software. The license granted under this Agreement will not be deemed a sale of the rights in the Software under any circumstances.
8.2 The Customer agrees not to perform one of the following acts:
(a). Modify, rent, lease, loan, sell, distribute, or create derivative works based on products / services in any way;
(b). Exploit products / services in any unauthorized manner, including and not limited to compromising or burdening the capacity of the network;
(c). Withdraw or attempt to withdraw the Source Code, source files or structure of all or any part of the Software by technical reverse, disassembly, decompilation or any other means;
(d). Acquire or attempt to obtain any Intellectual Property registrations including but not limited to selling rights in and to any Software.
8.3 The Customer will indemnify, protect and keep BIZZI VIETNAM undamaged from and from any and all indemnities, loss, costs, damages and expenses (including reasonable legal fees. reason), by or arising from:
(a). Unauthorized use of Customer Intellectual Property;
(b). Any claim that BIZZI VIETNAM’s Intellectual Property violates, misuses or infringes any intellectual property rights of a third party if this claim is due to or related to: (i) Customer’s replacement change Intellectual Property; or (ii) the association of Intellectual Property with software, hardware or unauthorized or unacceptable device of BIZZI VIETNAM.
Article 9. Data
9.1 The Customer has the right to use the Software to process e-invoice data for the unit’s business and has the right to download electronic invoices on the system during the period of the subscription to the Software. .
9.2 Customer agrees that the product / service, including and not limited to the following: user interface, audio, video, user manual content and Software are used to implement products / services owned exclusively by BIZZI VIETNAM and protected by the law of intellectual property. Customer agrees not to use such proprietary information or materials in any way except for the purpose of using products / services under this Agreement. No part of the product / service may be reproduced in any form or by any means, unless expressly permitted under these terms.
9.3 In order that BIZZI VIETNAM can provide the service using the Software to the Customer, the Customer agrees to BIZZI VIETNAM the right to process and transmit the Customer’s data.
Article 10. Notice
During the use of the Software, the Customer agrees to receive information / notices sent by BIZZI VIETNAM with the following content and method:
10.1. The content of notices includes and is not limited to the following types of information:
(a). Information about new features of the product;
(b). Information about new versions of the product;
(c). Information on related products;
(d). Information about the content of articles or newsletters that BIZZI VIETNAM thinks may be useful to the Customer during the operation.
10.2. Methods of sending notices include and are not limited to the following forms:
(a). Notifications directly on the product screen;
(b). Email notification;
(c). Notifications via text messages on mobile phones;
(d). Notifications by phone;
(e). Notice via text;
(f). Notify by meeting face to face exchange;
(g). Other forms of notice.
Article 11. Derivative Information
11.1 BIZZI VIETNAM is entitled to use the Derivative Information from part or all of the information created by the Customer when using the products of BIZZI VIETNAM to serve the purposes of research and improvement of products, markets, habits habits of consumption and other purposes that may or may not be profitable.
11.2 BIZZI VIETNAM commits that these derivative information does not contain any specific data related to the Customer’s personal information (name, phone number, …), specific transactions or secrets. manufacturing business.
Article 12. Exclusion of Liability
12.1 BIZZI VIETNAM has the right but no obligation to take corrective actions if there is any content that the Customer violates the terms set forth in this Agreement. BIZZI VIETNAM does not have any liability to the Customer in the situations that BIZZI VIETNAM takes corrective action. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and suitability of all of its data.
12.2 BIZZI VIETNAM may propose and Customer may choose to agree to use features that have not been widely released and have not been fully censored in terms of quality according to BIZZI VIETNAM’s process (Beta functions) . The purpose of this is for the Client to moderate and provide feedback to BIZZI VIETNAM. Customer is solely responsible for the risks associated with using these functions. BIZZI VIETNAM does not guarantee the correctness and completeness of Beta functions nor is responsible for errors or damages caused by the use of Beta functions.
Article 13. Software Problems
13.1 Software Problem includes but is not limited to the following:
(a). Lost or altered data on the Software without knowing the cause;
(b). Being interrupted and unable to use the Software;
(c). Suspected of being attacked by hackers;
(d). The Software cannot provide the functions effectively.
13.2 In the event that the Customer discovers Software problems, the Customer is responsible for notifying as soon as possible to BIZZI VIETNAM.
13.3 When the Software problem occurs, BIZZI VIETNAM will be responsible for organizing an investigation to handle the problem and restore operation for the Customer. The Customer is responsible for cooperating with BIZZI VIETNAM in the process of investigation and troubleshooting.
Article 14. Force Majeure Event
14.1 A party affected by a Force Majeure Event will not be deemed to be in breach of the Agreement or be liable to the other party for any delay or failure to perform any of its obligations under this Agreement. Provided that the delay or failure is caused by the Force Majeure Event has been notified to the other party in accordance with Clause 14.3. The time of performance of the obligation will be extended accordingly according to Article 14.3.
14.2 When a Force Majeure Event occurs, the Affected Party must take all measures to limit the damage and promptly notify the other party in writing certified by the local authority within 48 hours from the time of the Force Majeure Event. If the affected Party fails to take the measures to limit damage and promptly notify the other party, that party shall bear full responsibility for any damage caused to the other party.
14.3 If the performance of any of the obligations under this Agreement by either party is delayed or hindered by Force Majeure Event for a consecutive period exceeding 45 (forty five) days, the other party is entitled to unilaterally terminate this Agreement by giving written notice to the Party affected by the Force Majeure Event.
Article 15: Suspension and Termination of Agreement
15.1. This Agreement comes into effect from the date the Customer agrees and terminates when all subscriptions provided with this Agreement expire.
15.2. BIZZI VIETNAM reserves the right to suspend the Customer’s use of the Software in the following cases:
(a). The Customer does not register to renew and pay the cost of using the product / service after the number of registered invoices is expired within 15 days;
(b). BIZZI VIETNAM believes that the service is being used by the Customer to engage in denial of service attacks, spamming, illegal activities or harmful use of the Customer’s products / services. to BIZZI VIETNAM and others.
15.3. The Agreement is considered terminated in the following cases:
(a). BIZZI VIETNAM unilaterally terminated the agreement due to the Customer’s failure to fulfill the payment obligation to BIZZI VIETNAM as agreed between the two parties.
(b). BIZZI VIETNAM unilaterally terminates the agreement at the request of the court and the competent authority of the state.
(c). The Customer sends a written notice of the request to terminate the subscription agreement to BIZZI VIETNAM.
(d). By agreement of the parties.
15.4 In case of termination of this Agreement due to Customer’s breach:
(a). BIZZI VIETNAM is not obliged to reimburse any expenses paid by the Customer;
(b). All unpaid amounts payable by the Customer to BIZZI VIETNAM will be immediately due and payable;
(c). Customer will cease all and any use of the Software; and
(d). The Customer will immediately refund to BIZZI VIETNAM all documents related to the Software (if any).
15.5 BIZZI VIETNAM is only responsible for storing e-invoices issued by customers on the system for a maximum of 10 years from the date of receipt of invoices.
Article 16. Limitation of liability of BIZZI VIETNAM
16.1. BIZZI VIETNAM does not warrant, represent, or guarantee that the Customer’s use of BIZZI VIETNAM’s products / services will be uninterrupted or error-free, or the product / service will meet the Customer’s requirements or all errors on the Software and / or documentation will be corrected or the overall system guarantees the operation of the Software products / services (including but not limited to: internet, other transmission networks, network client’s internal and devices) will be free of viruses or harmful components.
16.2. BIZZI VIETNAM does not warrant in any form, whether expressly or implicitly on the conditions such as satisfaction of quality, suitability for particular use or non-infringement of the rights of third parties. BIZZI VIETNAM’s services are provided to the Customer in the form of “as is” and “available – as available” for the Customer to use. Customer will be solely responsible for determining whether the product / service or information generated from the product / service is correct and fully responsive for the Customer’s intended use.
16.3. BIZZI VIETNAM does not warrant, represent or guarantee that the use of Software services for data processing and storage of input electronic invoices will help the Customer avoid any violation of the use of electricity invoices. of the Customer. BIZZI VIETNAM only provides tools to help Customer digitize the data processing and storage of input electronic invoices, Customer must control and be responsible for storing e-invoices in accordance with regulations of law.
16.4 In any case, BIZZI VIETNAM is not responsible for any direct, indirect or incidental damages when the Customer uses Bizzi software to receive, process data and store electricity bills. input element.
16.5 In any event, BIZZI VIETNAM is not responsible under or in connection with this Agreement, for any direct, indirect, incidental, special, unexpected loss or damage as a result or Of a punitive nature, including but not limited to losses resulting from loss of revenue, profits, goodwill, contracts, loss of data resulting from:
(a). Use or failure to use products / services, Software;
(b). Any changes made to the product / service, the Software;
(c). Unauthorized access or modification of data;
(d). Delete, corrupt, or not store data contained on or through products / services, Software;
(e). Statements or behavior of any third party regarding products / services, Software;
(f). Software problem;
(g). Events of force majeure.
Article 17: General Terms
17.1 BIZZI VIETNAM has the right to amend and supplement the terms of the service agreement and is published on the website www.Bizzi.vn, on the software. In case the customer does not agree with such modified terms, the customer can stop using software services.
17.3 This Agreement is governed by and construed in accordance with the laws of Vietnam.
17.4 In the event of a dispute, the two sides will settle by negotiation in the spirit of equality, cooperation, goodwill to respect each other’s interests. In the event that the Parties cannot negotiate a dispute, such dispute will be resolved by the Vietnam International Arbitration Center next to the Vietnam Chamber of Commerce and Industry (VIAC) in accordance with summary procedures. provisions in Article 37 of the VIAC Rules of Arbitration. Number of arbitrators is 01 (one). The venue for the arbitration is Ho Chi Minh City. The language used in arbitration proceedings will be Vietnamese.