1. Agreement and business use
These terms are an agreement between Keski-Suomen Otto ja Pano Oy (Business ID 2376890-1), trading as ERPDataArchive ("ERPDataArchive", "we", "us"), and the organisation identified in an order or on whose behalf the product is downloaded or used ("Customer", "you"). Our address is Sepänkatu 1, 40100 Jyväskylä, Finland.
By placing an order, clicking to accept these terms, downloading the paid software, using a licence key, or using services that refer to these terms, you accept them for the Customer. You confirm that you are authorised to bind the Customer. The product is offered only for trade, business or professional use, not as a consumer product.
An order confirmation, quote or statement of work that identifies the Customer, scope, price or special terms is an "Order". The Order, these terms, our Privacy Policy, and any expressly incorporated document form the agreement. An Order controls over these terms for a direct conflict. Customer purchase-order terms do not apply unless we expressly accept them in writing.
2. The Assessment, Archive and licence
Free Assessment
The Assessment inventories and reports on a Dynamics GP environment using read-only access. It produces aggregate scope information and does not create the paid archive. It may be labelled beta or pre-release and is provided for evaluation and planning.
Paid Archive product
Subject to payment and the Order, we grant the Customer a non-exclusive, non-transferable licence to install and use the proprietary Archive software internally for the companies, modules, volume, extraction runs, time window and other scope stated in the Order. Unless the Order says otherwise, a standard tier includes two extraction runs within 12 months after purchase. The right to open, search and export an archive already created under a valid licence does not expire merely because support ends.
The reader or other components may be distributed under an open-source licence. Those components are governed by the licence shipped with them to the extent it grants broader rights. Third-party components are governed by their applicable notices.
Licence restrictions
Except where mandatory law or an applicable open-source licence permits it, the Customer must not:
- sell, sublicense, rent, host or provide the proprietary product as a service to a third party;
- circumvent licence, company, volume or extraction-run limits;
- reverse engineer, decompile or attempt to discover proprietary extraction logic;
- remove proprietary notices or use the product to develop a competing extraction product; or
- use the product unlawfully, to access systems without permission, or in a way that infringes another person's rights.
The Customer may allow its employees, contractors, IT provider, migration partner and professional advisers to use the product for the Customer's internal purposes, provided the Customer remains responsible for their compliance. An affiliate or service-provider use beyond the licensed companies requires written agreement.
3. Customer responsibilities and decommissioning decision
The Customer is responsible for:
- having authority to access, copy, retain, use and disclose all source data and for giving legally required notices;
- providing a compatible, supported environment, least-privilege credentials, adequate storage, backups, security and suitably qualified personnel;
- selecting the correct source databases, companies, modules, tables, date ranges, customisations and third-party products;
- using a frozen, restored, snapshotted or otherwise consistent source state for the final extraction;
- reviewing warnings, excluded or unsupported data, errors, record counts, accounting totals and every material reconciliation difference;
- testing searches and recurring business, audit, tax and legal retrieval needs while the source system is still available;
- setting archive permissions, encryption, backup, recovery, retention, legal-hold and deletion controls; and
- keeping any source backups, installation media or records required by contract, law, tax authorities, auditors or regulators.
The Customer—not ERPDataArchive—decides whether and when to decommission Dynamics GP, SQL Server, backups or related infrastructure. The Customer must not make that decision solely because extraction completed without an error. The Customer's controller, technical owner and other required approvers must first verify the reconciliation report and accept any remaining differences and risks.
The product does not determine the Customer's legal retention periods and is not a substitute for accounting, tax, audit, records-management, cybersecurity or legal advice. Outputs depend on the source data, configuration, supported schema and Customer selections. Unsupported customisations or third-party modules may require a separate scope.
4. Delivery, updates and support
We deliver software, licence material and instructions electronically. Delivery dates are estimates unless an Order expressly makes a date binding. The Customer must keep its downloads and licence material secure.
Standard Archive tiers include 12 months of reasonable email support for installation, extraction and ordinary product use. Support does not include data cleansing, source-system repair, custom development, legal-retention analysis, or work outside the licensed scope. Support after the included period and professional services may require a separate Order.
We may provide fixes or updates and may stop supporting obsolete versions on reasonable notice. Updates will not intentionally disable the Customer's ability to read an archive already created under a valid licence, subject to changes outside our control such as the Customer's hardware, operating system or third-party software.
5. Fees, taxes and 30-day refund
Prices, currency and payment terms are stated in the Order. Prices exclude VAT, sales, use, withholding and similar taxes unless expressly stated. The Customer is responsible for applicable taxes other than taxes on our net income. If withholding is legally required, the Customer will provide official evidence and, where lawful, pay the additional amount needed for us to receive the invoiced fee.
Except for a good-faith billing dispute, overdue amounts may accrue statutory late interest and reasonable collection costs. We may suspend undelivered services or further extraction entitlements while an undisputed amount is overdue.
Money-back guarantee
The Customer may cancel its first purchase of a standard Archive software tier for any reason by emailing hello@erpdataarchive.com within 30 calendar days after purchase. We will refund the standard tier licence fee to the original payment method. Bespoke services, work already performed under a statement of work, third-party charges, and taxes we cannot recover are not refundable unless the Order says otherwise or mandatory law requires it.
After a refund, the proprietary licence ends and the Customer must stop using and delete proprietary software and licence copies. The Customer remains responsible for its own source data, archive data and backups; we do not remotely access or delete them. This guarantee does not limit remedies that cannot lawfully be excluded.
6. Customer data, privacy and confidentiality
As between the parties, the Customer retains all rights in its source data and archive. The local applications do not automatically upload GP records, usage data or query history to us. The Customer grants us only the limited rights needed to process information it deliberately sends so we can provide support or other agreed services.
If a support engagement requires us to process personal data on the Customer's behalf, the parties will put an appropriate data-processing agreement in place before that processing where required. The Customer must not send production databases, archive files, credentials or transaction-level personal data through ordinary email.
Each party will protect the other's non-public business, technical and commercial information with reasonable care and use it only for the agreement. Confidential information does not include information that is public without breach, already lawfully known, independently developed, or lawfully received without a duty of confidence. A party may disclose information where law requires it after giving advance notice where legally permitted.
Our processing of business contact and website data is described in the Privacy Policy.
7. Ownership and feedback
We and our licensors retain all rights in the product, documentation, website, designs, schema knowledge, extraction logic and improvements, excluding Customer data and open-source components governed by separate licences. No rights are granted except those expressly stated.
If the Customer provides suggestions or feedback, we may use them without restriction or payment, provided we do not identify the Customer or disclose its confidential information.
8. Limited warranty and disclaimers
For 30 days after delivery, we warrant that the paid product will perform materially as described in the applicable documentation when used in a supported environment. The Customer must report a reproducible breach during that period. Our obligation is, at our option, to use reasonable efforts to correct or replace the affected product, or refund the fee paid for it and end the licence.
The warranty does not cover free or beta products, unsupported source versions or modules, Customer or third-party modifications, misuse, source-data defects, failures outside our reasonable control, or use contrary to documentation.
To the maximum extent permitted by law, the Assessment and any beta feature are provided "as is" and "as available". Except for the express warranty above, we disclaim implied warranties and conditions, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and that outputs will be complete, error-free or suitable for a particular retention, tax, audit, migration or legal requirement.
9. Limitation of liability
To the maximum extent permitted by law, neither party is liable under or in connection with the agreement for indirect, incidental, special, exemplary, punitive or consequential loss, or for lost profit, revenue, savings, goodwill or business opportunity, even if advised that it was possible.
To the maximum extent permitted by law, ERPDataArchive's total aggregate liability arising out of or related to an Order will not exceed the fees the Customer paid under that Order. Free Assessment liability is limited to EUR 100.
The limitations apply regardless of legal theory and allocate risk reflected in the price. They do not limit liability to the extent it cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or gross negligence where applicable law prohibits its limitation. They also do not limit the Customer's payment obligations or misuse of our intellectual property.
10. Third-party claims
The Customer will defend and indemnify ERPDataArchive against a third-party claim, damage and reasonable cost arising from Customer data, the Customer's unlawful or unauthorised access to a source system, or the Customer's use of the product in material breach of these terms. We will promptly notify the Customer and provide reasonable cooperation. The Customer may control the defence, but may not admit fault for us or impose obligations on us without consent.
11. Term, suspension and termination
The agreement starts when accepted and continues while an Order or licence remains in effect. Either party may terminate for a material breach not cured within 30 days after written notice, or immediately if the breach cannot be cured. Either party may terminate if the other enters insolvency proceedings, subject to mandatory law.
We may suspend a licence or service where reasonably necessary to prevent unlawful use, a material security risk, licence circumvention or harm to others, and will give notice where practical.
On termination, unpaid fees become due and the Customer must stop using proprietary software to the extent its licence has ended. Sections that by nature should survive do survive, including payment, confidentiality, ownership, disclaimers, liability, claims and governing law. Termination does not transfer or delete Customer data, and the Customer remains responsible for its archives and backups.
12. Trade controls and lawful use
Each party will comply with applicable sanctions, export-control, anti-bribery and trade laws. The Customer must not export, provide or use the product where prohibited or for prohibited end uses. The Customer represents that it and authorised users are not barred from receiving the product under applicable trade restrictions.
13. Governing law and disputes
The agreement is governed by the laws of Finland, without its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties will first try in good faith to resolve a dispute through management discussions.
The courts of Finland have exclusive jurisdiction, with the District Court of Central Finland as the court of first instance. Either party may seek urgent injunctive relief in any court with jurisdiction to protect confidential information or intellectual-property rights. Mandatory law remains unaffected.
14. General terms
Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. The Customer may not assign the agreement without our written consent, which will not be unreasonably withheld for a transfer of substantially all relevant business. We may assign it in connection with a reorganisation, merger or sale of the product or business.
Notices about breach, termination or legal claims must be in writing. Notices to us must be sent to hello@erpdataarchive.com and Keski-Suomen Otto ja Pano Oy, Sepänkatu 1, 40100 Jyväskylä, Finland. We may send notices to the Customer contact in the Order.
If part of the agreement is unenforceable, it will be adjusted to the minimum extent necessary and the rest remains effective. Delay in enforcement is not a waiver. The parties are independent contractors. There are no third-party beneficiaries. Headings are for convenience only. The agreement is the entire agreement about its subject and replaces earlier discussions.
We may update these website terms prospectively. Changes do not alter an accepted Order during its current term unless the Customer agrees or the change is required by law. The version accepted with an Order governs that Order.