★ PREAMBLE & BINDING COMMERCIAL CONTRACT

This Master Software License & Services Agreement (“Agreement”) constitutes a legally binding contract between Logixtix Marketing Ltd (Provider of “AccountsPro Manager”, Contact: [email protected]) and the commercial entity or individual (“Subscriber”, “Licensee”, “User”, or “You”) accessing or utilizing the AccountsPro Manager accounting, invoicing, inventory, payroll, and corporate tax software platform.

This Agreement synthesizes international commercial software benchmarks with the statutory, fiscal, data protection, and labor regulations of the Republic of Mauritius.

1 Definitions & Legal Interpretation

“Application” / “Software” means the AccountsPro Manager desktop, web, and cloud-assisted financial management software suite owned by Logixtix Marketing Ltd, including all updates, patches, algorithms, and documentation.

“Authorized Workstation” means a specific physical terminal or virtual device licensed and cryptographically bound to execute the Software via hardware fingerprinting.

“Customer Data” means all financial transactions, general ledger entries, customer invoices, supplier bills, bank statements, inventory records, employee profiles, and payroll records entered into or generated by the Subscriber.

“Hardware Fingerprint” means an encrypted hardware signature derived from terminal CPU identifiers, motherboard UUIDs, and network MAC parameters used for key seat binding.

“MRA” means the Mauritius Revenue Authority established under the Mauritius Revenue Authority Act 2004.

“DPA 2017” means the Mauritius Data Protection Act 2017 (Act No. 20 of 2017) and related data privacy directives.

2 Grant of License, Multi-Workstation Binding & Seat Controls

Subject to full payment of applicable subscription fees and strict compliance with this Agreement, the Provider grants the Subscriber a non-exclusive, non-transferable, revocable seat license to run the Application strictly for internal corporate business operations:

• Seat Quota Enforcement: Usage is restricted to the specific license tier purchased (e.g. Single User, M3U 3-User Multi-Workstation, M5U 5-User Multi-Workstation, or Multi-Company Enterprise).
• Cryptographic Binding: License keys are cryptographically paired to specific workstation hardware fingerprints. The Subscriber shall not clone, transfer, proxy, emulate, or share activation keys across unapproved terminals.
• Anti-Piracy Audit Telemetry: The Application executes periodic background validation checks with our licensing registry. Any detected key tampering, seat circumvention, or reverse engineering will trigger immediate automated license seat revocation without refund.

3 Customer Data Ownership & Mauritius Data Protection Act (DPA) 2017 Compliance

The Provider respects the absolute privacy and commercial ownership of your enterprise records:

• 100% Data Ownership: The Subscriber retains absolute, unencumbered ownership of all Customer Data. The Provider acquires zero rights, title, or interest in your corporate financial records.
• Data Controller vs Processor Roles (DPA 2017): Under the Mauritius Data Protection Act 2017, the Subscriber acts as the sole Data Controller responsible for establishing lawful grounds for processing personal and payroll data of employees and clients. The Provider acts strictly as a technical Data Processor.
• Employee HR & Payroll Confidentiality: The Subscriber warrants that all employee National ID (NIC) numbers, Tax Account Numbers (TAN), salary records, and bank accounts processed for PAYE/CSG/NSF returns comply with DPA 2017 consent and notification mandates.
• No Commercial Data Monetization: The Provider will never inspect, aggregate, sell, lease, or monetize Customer financial ledgers or client details to any third party.
• Data Control Clarification: AccountsPro Manager does not itself collect financial or payroll data; all such data remains exclusively under Subscriber control.

4 Local Database Custody & Strict Daily Backup Mandate

CRITICAL ARCHITECTURAL OBLIGATION & TOTAL LIABILITY RELEASE:

• Local Database Execution: Primary transaction records reside on the Subscriber’s local workstation, LAN server, or client-controlled browser storage. The Provider does not hold live custody or remote access to local database files.
• Mandatory Daily Backup Cycle: The Subscriber is contractually obligated to execute and verify a daily backup archive of the database file to an independent external drive, secondary physical server, or secure offline storage media.
• Release of Claims: The Provider is completely released from liability for database corruption, hard drive mechanical failures, operating system crashes, power surges, malware/ransomware infections, or user deletion errors. Data recovery relies entirely on Subscriber-maintained backups.

5 Mauritian Taxation, Statutory HR & Legal Disclaimer

AccountsPro Manager provides statutory compliance modules tailored to Mauritian legislation. The Subscriber acknowledges and agrees to the following regulatory boundaries:

• Income Tax Act 1995 & Tax Loss Carryforward (S59): Corporate tax calculations, 15% standard rate, 3% export partial exemption, Wear & Tear capital allowances (S63/S64), and the 5-year tax loss expiry tracker (S59) are configured as calculation tools. The Subscriber remains solely responsible for verifying statutory tax eligibility.
• Value Added Tax (VAT) Act 1998: VAT input/output ledgers and return schedules must be vetted against official tax invoices and statutory VAT registration thresholds (MUR 6 Million).
• Workers’ Rights Act 2019 & Payroll Levies: Payroll calculations incorporate statutory rules for Contribution Sociale Généralisée (CSG), National Savings Fund (NSF), HRDC Training Levy, Portable Retirement Gratuity Fund (PRGF), PAYE tax bands, and statutory 13th Month End of Year Bonus.
• Mandatory Accounting Vetting: The Software is an administrative calculation tool, NOT a replacement for a certified Mauritian Company Accountant or Registered Tax Agent. All MRA returns and financial statements MUST be vetted by a qualified professional prior to official MRA submission. The Provider is not liable for MRA tax audits, miscalculations, interest charges, or late filing penalties.

6 Support SLAs, Software Maintenance & Statutory Updates

• Technical Support Service Level: Helpdesk support is provided on a best-effort basis during standard Mauritian business hours (09:00 – 16:00 MUT, Monday through Friday, excluding public holidays) via [email protected].
• Freemium Version: No after-sales support will be provided to users of the freemium version. The freemium app is to be used strictly “as-is.”
• Statutory Tax Updates: It is the responsibility of the Subscriber to ensure that tax and payroll rates are updated manually under Settings > Tax & Payroll in accordance with changes announced in the Mauritius National Budget.

7 Intellectual Property, Trademarks & Prohibited Uses

All right, title, and interest in and to the Software—including source code, compiled binaries, user interface designs, logos, database schemas, workflow algorithms, and documentation—remain the sole and exclusive intellectual property of Logixtix Marketing Ltd. The Subscriber shall not decompile, reverse engineer, disassemble, modify, create derivative works, white-label, or sublicense the Software.

Trademark Protection: “AccountsPro Manager” and its logo are trademarks of Logixtix Marketing Ltd. You may not use these trademarks without prior written permission.