Definition and interpretation
License and responsibilities
Subscription, Term and Termination
Environmental, Social and Governance
Privacy and Confidentiality
Warranties and Liability
Ownership of data
Governing law, legal venue and disputes
Annex A - Distribution of invoices
This Customer License Agreement (CLA), hereafter referred to as the "Agreement," governs the contractual relationship between Licensor and Licensee regarding the provision of software for use via the internet, Software-as-a-Service (SaaS), hereafter referred to as “Service”. The Agreement is an integral part of the contractual relationship and applies to the purchase of subscriptions and use of the Services provided by Licensor or its subsidiaries. The Agreement becomes binding and effective when anyone within Licensee organization accesses or uses the Service, or when a Contract is signed or accepted. This Agreement supersedes all previous terms and agreements related to the Services. Each party represents that they have validly entered into this Agreement and possess the legal authority to do so.
By using the Service, Licensee agrees to be bound by the terms and conditions set forth in this Agreement. Licensee acknowledges that failure to comply with the terms and conditions in the Agreement, may lead to the termination of the Agreement and the suspension or closure of the Service without prior notice. If Licensee fails to fulfill any provisions of this CLA or the End User License Agreement (EULA), Licensor has the right to cancel this Agreement with immediate effect.
1. Definitions and interpretation
In this Agreement, except where the context requires otherwise, the following words shall have the following meaning:
refers to the company/organization who has been given an access right to the Services according to this Agreement.
refers to the legal entity that owns the Intellectual property rights (IPRs) to the Service according as outlined in this Agreement.
refers to the entire agreement between the parties, including this Customer License Agreement (CLA), any annexes, Contract, amendments, or eventual Statement of Work (SOW). Collectively, these documents constitute the entirety of the Agreement.
refers to a separate document linking to the Agreement.
refers to any legal entity that directly or indirectly owns or controls a party, or is under the same direct or indirect ownership, or is directly or indirectly owned or controlled by a party. Ownership or control in this context refers to the ownership or of more than fifty percent (50%) of the nominal value of the issued equity share capital or more than fifty percent (50%) of the voting rights entitling to vote for the election of directors or persons performing similar functions, or the right to elect or appoint directors or persons collectively exercising such control.
- Applicable Laws
refers to all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental in any territory that has jurisdiction over the parties. These laws may be currently in effect or later come into effect during the term of this Agreement.
- Beta Services
refers collectively to Services or functionality that are designated as “alpha”, “beta”, “pilot”, “early-stage”, “limited release”, “developer preview”, “non-production”, “evaluation” or similar description.
- Change Order
refers to a document or written request that outlines modifications or alterations to an existing project or agreement.
- Confidential Information
refers to any information or data in any form or medium (whether oral, written, electronic, or otherwise) disclosed by either party. This information is marked or designated as confidential or proprietary at the time of disclosure or should reasonably be understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure. Customer Data is classified as Confidential Information.
- Consumption-based elements / Transaction fee
refers to specific items or components subject to price variation based on usage or consumption. The quantity or extent of usage determines the transaction fee invoiced to Licensee.
- Customer Data
refers to information created or made available for viewing, deleting or editing to Licensee, Licensee’s users, End Customers, or third-party users through the Services. This data may include invoices, administrative services, financial data, personal data and/or other relevant information.
- Derived Data
refers to data and information collected, derived, or generated by the Services. This data has been anonymized, de-identified, and/or aggregated to the extent that it does not identify or allow identification of an individual. Derived Data includes insights, models, or sets of data derived from the use of the Service by Licensee or its customers. It explicitly excludes any information that can identify Licensee, their customers/clients, or Customer Data. Derived Data encompasses high-level collections such as reports, statistics, patterns, logs, trends, databases, metadata, outputs generated through the Service. It is important to note that Derived Data is separated from Customer Data. If fully anonymized Customer Data is included in Derived Data, it will be considered as separate data sets that are independent of their original datasets in terms of ownership and title.
refers to the development of Services described in the Agreement, any Statement of Work (SOW) or in any Change Order.
- End Customer
refers to legal entities that utilize the Service. The term is used to clarify situations where Licensee can be both mother and daughter organizations (group companies) or an accountant and their client.
- End User
refers to the individual who utilizes the Service. This individual may be part of Licensee’s personnel, an external consultant, accountant, auditor or any other individual who receives an invitation to the Service.
- Free Services
refers to the Services provided by Licensor to Licensee free of charge and without any warranties. Free Services exclude Services offered as a free trial and purchased Services.
refers to all processes of handling payments. This includes sending electronically generated invoices or conducting transactions through third-party payment services, such as credit card payments or online payment companies.
refers to activities performed that are performed when any user is logged into the Service. This may include In-app purchases or other actions carried out within the Service interface.
refers to the right granted to Licensee to use the Services in accordance with the terms and conditions of this Agreement. License does not grant ownership or a copy of the Service on infrastructure chosen by Licensee. License is distributed to Licensee upon payment of a Subscription Fee or as Transaction fees.
- Online purchase portal (Marketplace)
refers to an online platform, directory, catalog or marketplace that hosts applications and services that can interoperate with the Services provided by Licensor. It serves as a centralized platform for finding and acquiring compatible applications.
- Order Form
refers to a mutually executed document, such as an order form or any other agreed-upon ordering document, that references the relevant subscription and outlines the specific Services to be provided by Licensor.
- Personal data
refers to any information that pertains to an identified or identifiable individual. This includes but is not limited to names, addresses, contact details, identification numbers, financial data, photographs, biometric information, online identifiers, and any other data that can directly or indirectly identify a person.
- Primary period
refers to the designated time frame during which the core performance metrics, obligations, and commitments specified in the SLA are in effect and actively monitored.
- Privileged user
refers to a user who is granted administrative rights within the Service. This includes access to features such as user administration- or client administration module, which allow the user to manage and oversee various aspects of the Service.
- Professional Services Department
refers to consultants representing Licensor that offer payable nonphysical products or services to Licensee or other companies to help them manage or improve a specific area of their businesses.
refers to a third-party company or individual authorized by Licensor to sell or distribute the Service to End Customers. However, the reseller does not have the authority to enter into agreements on behalf of Licensor outside this scope of this Agreement.
- Secondary period
refers to the timeframe outside of the Primary period, where service levels and associated metrics may differ, or different terms and conditions may apply as stipulated in the SLA.
encompasses all products and applications that are ordered by Licensee under this Agreement. These Services may be obtained through various means, including order forms, Contracts, In-app purchases, online purchasing portal, or provided to Licensee free of charge (if applicable) or as a part of a free trial. The Service is made available online by Licensor for Licensee’s use.
- Statement of Works (SoW)
refers to a formal document that outlines the objectives, deliverables, tasks, and timeline of a specific project or engagement. The Statement of Work provides a comprehensive overview of the work to be performed and serves as a reference for both parties involved.
- Subscription Fee
refers to a recurring payment that Licensee agrees to pay in order to access the Service. This fee is typically charged at regular intervals, such as monthly or annually, and grants the subscriber certain privileges or benefits for the duration of the Subscription Term. The fee helps sustain Licensor’s operations and ensures continuous access to the subscribed services or content. The Subscription Fee includes hosting of the Services, backup of data and all future upgrades and maintenance.
- Subscription Term
refers to the duration of Licensee’s subscription to the Services as outlined in this Agreement. It specifies the period during which Licensee is entitled to utilize the Service and receive the associated benefits according to the terms and conditions established.
- System Data
collectively refers to Customer Data, Derived Data and data developed by Licensor. This encompasses any data generated or calculated through the Services including without limitation, information and insights generated from, derived, appended, extrapolated, modified, altered, transformed, compiled or otherwise adapted or enhanced from any data by Licensor in accordance with this Agreement.
- Time limited users
refers to individuals who are invited to use the Service, but are not part of Licensee’s personnel. These users may have a limited timeframe within which they can access and utilize the Service. This might be, but is not limited to, accountants, auditors, external consultants or other individuals who receive an invitation to use the Services for a specific period.
- Third-party service
refers to other services, whether on-premises, online, offline, mobile, or other software functionality that interoperates with the Service. These services can be provided either by Licensee or by any third-party to enhance its functionality or provide additional features.
- Training (Onboarding)
refers to the services related to onboarding and Training as described in the Agreement or in any Change Order associated with the Agreement. These services aim to facilitate the successful adoption and utilization of the Services.
2. License and responsibilities
2.1 License and Entry into Force
Subject to this License, Licensor hereby grants to Licensee a non-exclusive, non-sublicensable, non-transferable, non-assignable right to access and use the Services solely for Licensors business purposes. By subscribing to, accessing, using or performing online or in-app purchases within the Service, Licensee confirm that this Agreement has been read, understood and accepted.
Licensee may not assign or transfer License, in whole or in part, without the approval of Licensor. This includes, but are not restricted to, mergers, demergers, reorganization, bankruptcy, change of control, without prior written authorization from Licensor. Any transfer of Licensee's License requires a written notice and acceptance, and Licensee must fulfill the obligations stated in the original Agreement. Licensor may assign this Agreement to any of its Affiliates or in the event of merger, reorganization, sale of all or substantially all of assets, change of control or operation of law.
Unless otherwise provided in an applicable Order Form or documentation, Services and access to Customer Data are purchased as subscriptions for the duration (Subscription Term) stated in the Agreement or in the applicable online purchasing portal.
Licensee acknowledges that its purchases are not contingent on the delivery of future functionality or features, or dependent on any oral or written public comments made by Licensor regarding future functionality or features.
Licensee's Affiliates may also receive Services under the Agreement between Licensor and Licensee. In such cases, Licensee is responsible for ensuring that the Affiliates comply with the terms of the Agreement. Licensee's Affiliates can execute independent order forms that are governed by the same terms and conditions as the original Agreement. If an Affiliate of Licensee signs an independent order form with Licensor, it constitutes a separate and independent new Agreement between Licensor and Licensee’s Affiliate. Any actions or obligations arising from an Agreement with a Licensee's Affiliate will not affect the validity of the Agreement between Licensor and Licensee or any Agreements entered into between Licensor and other Licensee's Affiliates.
License shall remain valid for so long as License fee and the ongoing subscription payments are made in accordance with this Agreement. Licensor is obligated to deliver the Service only for the prepaid period. For free or trial Licenses (not available in all markets), the license remains valid provided that the Service has been used by Licensee during the past six (6) months.
2.2 Shared Responsibility
2.2.1 The Parties Shared responsibility
When accessing and utilizing the Service, it is essential to recognize and adhere to the principle of shared responsibility. As the provider of the Service, Licensor is committed to ensuring the security, reliability, and availability of the platform as defined in this Agreement. However, Licensee also play a crucial role in maintaining a secure and trustworthy environment. It is Licensee's responsibility to use the Service in accordance with Applicable Laws, regulations, and the Agreement, and to avoid any activities that may compromise the Service's integrity or infringe upon the rights of others. If Licensor needs to activate any contingency or emergency plans, Licensee is obliged to assist Licensor in implement any crisis solutions that may impact Licensee, if necessary. By embracing shared responsibility, both parties can foster a collaborative environment where both Licensor and Licensee actively contribute to the overall security and success of the Service.
2.2.2 Independent contractors
The parties are independent contractors and this Agreement does not create an agency, partnership, joint venture, employment or franchise relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
2.2.3 Partner Program
If Licensee also participates in any of Licensor’s partner programs, please refer to additional terms for partners.
2.3 Licensor Responsibility
Licensor is responsible for ensuring that the Service is provisioned in accordance with this Agreement, the Service Level Requirements (SLA), and in accordance with Applicable Laws and regulations governing the provision of the Service by Licensor. Licensor will maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity and availability of Customer Data. These safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data. However, it’s important to note that no method of electronic storage is completely secure and Licensor cannot guarantee absolute security. If there is reason to believe that someone has accessed or may be able to access Licensee's account without authorization, Licensor will notify Licensee and restrict access to certain parts of the Service until Licensee can verify that access was by an authorized user. The terms of data processing agreement (“DPA”) are hereby incorporated by reference, and Licensor is responsible for the performance of its personnel and their compliance with Licensor's obligations under this Agreement, unless otherwise specified in this Agreement.
2.4 Licensee Responsibility
2.4.1 Responsibility for Use of Service and Customer Data
Licensee shall be solely responsible for all use of the Service and for its users’ compliance with this Agreement. This includes all user actions, user administration, and access or integrations by third parties and integrated third-party services, in a manner described in this Agreement. Licensee acknowledges that all content of the Customer Data, including text, information, messages, and other materials submitted by Licensee, its users, or others on their behalf, is the sole responsibility of Licensee. This responsibility also extends to configurations, settings, and the use of financial and personal data in accordance with local laws and regulations. Licensor is not responsible for providing legal advice, so Licensee shall examine any solution suggested by Licensor before implementation. Licensee is responsible for the integrity and quality of Customer Data and for the means by which the Customer Data has been acquired, as well as Licensee’s use of Customer Data within the Services and the interoperation with any application not provided by Licensor, that is used together with the Service or its content.
2.4.2 Responsible for Users Ordering In-App Purchases
End Users shall have the appropriate rights granted by Licensee to use and make In-app purchases through any online purchase portal within the Service, or engage in activities based on their individual access rights. The administration and responsibility for End Users lie with Licensee. Licensee is accountable for all orders made by its End Users for any Services, third-party services, or consultant services from Licensor or any other third-party. This may result in Licensee being obligated/bound to the service for a specific period in the future.
2.4.3 Licensee’s Own Purpose
Licensee is solely responsible for evaluating the accuracy and suitability of the Services and any information generated by them for its own purposes. Licensor is not responsible for ensuring that the Services, or any part thereof, meet Licensee's requirements for legal compliance.
Upon accessing functionality in the Service, where the Service has not been submitted to a handover or other test upon receipt, Licensee is obliged to thoroughly examine the Service promptly, including ascertaining whether it is free of defects. If Licensee identifies any deficiencies, Licensee shall immediately and no later than ten (10) days at the latest, report it in writing to Licensor. The report should describe the deficiency and its significance to Licensee in relation to Licensor. If this report includes custom developed functionality, and Licensor does not immediately and no later than sixty (60) working days after receiving the complaint begin the remedy of significant defects, Licensee is entitled to cancel the Agreement. All costs associated with the custom development in these situations, shall not be refunded.
2.4.4 Licensee’s Accountability for Access Control
Licensee is responsible for safeguarding its own login credentials and maintaining the confidentiality of the account information. This includes ensuring the confidentiality and security of all user login credentials, third-party user credentials, API account IDs, passwords, and access to the Service. Licensee will be held liable for any misuse of usernames and passwords. Regardless of whether the misuse is carried out by Licensee, users or third parties who have come into possession of Licensee's or user's login credentials. Licensee shall use commercially reasonable effort to prevent the unauthorized access to or use of the Services and promptly notify Licensor in the event of any such unauthorized access or use. It is Licensee's responsibility to configure the Service correctly in terms of access control and user rights for all End Users, including access to modules, Customer Data, and personal data. Licensor encourages Licensee to implement multi-factor authentication for added security. Licensor strongly encourages Licensee to utilize all optional security features provided. Where Licensor makes the use of security features optional, Licensee will bear the responsibility for any consequences resulting from not utilizing these features
2.4.5 User Account Management (Invitation of users)
Licensee has the option to assign user accounts to third-party individuals who are authorized to act on behalf of Licensee, such as accountants, auditors, consultants, or similar roles. All user accounts shall be registered under the names of individual users. Licensee is responsible for removing users that no longer shall have access to the Service.
2.4.6 Privileged users - Granting User Access
Licensee is solely responsible for all End Users that have been granted an administrative role (Privileged users) within the Service. It is crucial for Licensee to understand the potential consequences of granting permissions to any other users. Users with administrative access have the ability to invite additional users into the Service. Licensor assumes no responsibility for any outcomes that may arise as a result of permissions granted by Licensee. In the event that an administrative account ID or password is stolen or compromised, Licensee agrees to promptly change the password and notify Licensor of the compromise. Licensor reserves the right to modify the authorization method for accessing the Services if it deems it necessary in its sole discretion.
2.4.7 Licensor Required to Make Changes
In the event Licensor is legally or contractually required to change or modify the Services, Licensee shall be responsible for making all necessary changes and settings within the Service in order to continue using the Services. Eg. adapt custom workflows etc.
2.4.8 IT Equipment (“Specifications”)
Licensee is responsible for procuring and maintaining all computer hardware, software, communications, and office equipment required to access and utilize the Services. Licensor bears no responsibility for any decline in the Service's performance due to Licensee's IT equipment or internet connection. These factors may impact the user experience when utilizing the Service. Additionally, Licensee is responsible for covering any associated expenses related to third-party access.
2.4.9 Responsibility for Third Parties
Licensee is obligated to adhere to all relevant terms of service imposed by third-party providers used in conjunction with the Services. Licensor reserves the right to suspend any third-party service that, in Licensor’s judgment, poses a threat to the security, integrity, or availability of Licensor's Service.
2.4.10 Bank Authentication
By agreeing to this Agreement, Licensee grants authorization to Licensor to place and authenticate invoices, payments, governmental reports (e.g., VAT or SAF-T), and other relevant information, such as bank statements, on behalf of Licensee using the Service. This involves facilitating communication between Licensee's banks, authorities, and other business entities. For certain payment services, API Credentials may be assigned to Licensee for accessing, identifying, and authorizing Licensee's account and for use of the Service with the payment API. It is Licensee's responsibility to inform its banks or other relevant parties about the authorization mentioned in this paragraph, and accept any charges imposed by their banks or other related parties when utilizing the Service. Licensor takes no responsibility for any invoices from third party to Licensor for costs incurred while providing the Service. If Licensor decides to forward such an invoice, it will be along with an additional charge. If Licensor is invoiced by any such third-party for any cost when providing the Service, Licensor will re-invoice Licensee for any such invoices, with an additional charge. Licensee is also responsible for managing access control for its users to any bank functionality within the Service. Licensor is not liable for any losses incurred by Licensee through the use of any bank functionality. Please note that bank authentications may involve additional charges, such as SMS activation fees.
Licensee should have insurance that covers business loss for its own business and losses as a result of the use of any, for Licensee, third-party service.
Without limiting the foregoing, Licensee expressly agree not to do the following with respect to the Services:
2.5.1 Restriction on Usage
Licensee is prohibited from using or permitting others to use the Services (including any Customer Data) in any manner that is not explicitly authorized under this Agreement.
2.5.2 Restriction on Distribution
Licensee is strictly prohibited from directly or indirectly sub-licensing, sub-contracting, reselling, renting, leasing, transferring, assigning, or commercially exploiting the Service or making it accessible to any third-party.
2.5.3 Restriction on Unauthorized Access
Licensee is strictly prohibited from attempting to gain unauthorized access to the Services or any associated systems.
2.5.4 Restrictions on Testing
Licensee is strictly prohibited from scanning and/or testing the vulnerability of the Service, breaching, disabling, circumventing, removing, or damaging any authentication or security measures, or engaging in any activity that places an unreasonable or disproportionately large load on the infrastructure of the Services.
2.5.5 Restrictions on Registering Personal Data
Licensee is not permitted to utilize free-form fields within the Service to store personal data, unless the field explicitly requests personal data, such as a first name or last name. Additionally, credit card details, tax identifiers, and bank account details should not be stored in free-form fields within the Service.
2.5.6 Restrictions on Reverse Engineering
Licensee is strictly prohibited from engaging in any reverse engineering, editing, copying, modifying, reproducing, de-compiling, disassembling, re-engineering, or attempting to discover the source code, object code, underlying structure, ideas, know-how, or algorithms, documentation or data associated with the Services. This prohibition extends to the use of any robot, spider, site search or retrieval mechanism, or any manual or automatic device or process intended to retrieve, index, data mine or in any way reproduce or circumvent the navigational structure or presentation of the Services. Licensee is not allowed to use the access to the Service to create derivative works based on the Services or any underlying software, use or access the Service to develop a product or service that competes with the Services provided by Licensor. This restriction also encompasses engaging in competitive analysis, benchmarking, or assisting others in creating similar source code or structural frameworks as the Services.
3. The Service
3.1 Provisioning of the Service
3.1.1 Service and Brand names
Licensor and subsidiaries are provisioning various Services under different brand names to which this Agreement applies to. The various Services may have terms or sub-processors that differ from the other Services. Licensor may also from time to time make or offer new functionality (some of which may require Licensee to accept additional terms and conditions).
3.1.2 Requirements for Provisioning the Service (“Licensor’s Right to Customer Data)
In consideration of using the Services, Licensee hereby grants Licensor, its subsidiaries, Affiliates, designees, successors, and assigns the right to utilize Customer Data for the purpose of providing the Services and related services to Licensee. When Licensee enters or uploads Customer Data into the Service, Licensor does not assume ownership of that data. However, Licensee grants Licensor the right to use, copy, transmit, store, analyze, and back up all data, including personal data, submitted through the Service. These rights are granted to enable Licensee to use the Service, allow Licensor to improve, develop, and protect the Service, create new services, communicate with Licensee regarding the subscription, send information that Licensor believes may be of interest based on marketing preferences. If nothing else has been agreed upon, Licensee consents to being listed in Licensor's reference list and grants Licensor the right to utilize Licensee's brand name for general marketing purposes.
Licensor guarantees an up-time of ninety-nine point five percent (99.5%) per month per twenty-four (24) hours. Primary period is defined as 8 AM to 4 PM (GMT +1), days of service and weekends (except: Good Friday, Easter Monday, Christmas Eve, Christmas Day, Boxing Day and New Years Day). The up-time is defined as the availability to log on to the application. The availability of the service is measured on the outer gateway to Licensor’s router towards the internet. Any deviation in the operation status is reported at https://status.24SevenOffice.com
Licensor will make the Services available to licensee pursuant to this Agreement and use commercially reasonable efforts to make the Services available accordingly. The guaranteed up-time does not apply for the following:
(i) planned maintenance that is not included in the calculation of availability. The conjecture of down-time in regards to maintenance is Saturday's 6 PM to Sunday's 6 AM CET and is notified one week in advance if performed.
(ii) other maintenance that occurs as a result of sudden changes in the market, which requires a quick response outside normal maintenance windows and helps to ensure confidentiality, integrity and availability of the Service. Licensee will be notified as fast as information about this is available.
(iii) any unavailability caused by circumstances beyond Licensor’s reasonable control, including, without limitation, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving licensor employees), telecommunications provider-related problems or issues, internet service provider failure or delay, denial of service attack and results from any of licensee’s applications, add-on services, equipment, or other technology,
(iv) any unavailability that occurs during Licensor’s emergency maintenance (maintenance that is necessary for purposes of maintaining the integrity or operation of the Service), regardless of the notice provided by Licensor,
(v) any unavailability less that ten (10) minutes of continuous unavailability in duration,
(vi) any unavailability that results from any Services that are identified as alpha, beta, not generally available, older versions, versions no longer supported, limited release, developer preview or any similar Services offered by Licensor.
There will be a possible claim to compensation from 0.5% of the monthly License fee per every 0.5% down-time surpassing the guaranteed ninety-nine point five percent (99.5%) per month. The compensation is set to a maximum of three percent (3%). Only the Primary period is sanctioned and time surpassing the primary period is defined as Secondary period, which is included in the up-time guarantee, however is not sanction impositioned. Lack of availability is measured from the time notification is given by Licensee of the lack of availability to the support department of the licensor.
Licensor grants Licensee the right to utilize API for importing or extracting Customer Data to/from the Service. This requires that Licensee accepts Licensor’s API Agreement. Licensee assumes full responsibility for all API usage and access granted to any third-party. This responsibility includes assessing any risks associated with sharing Customer Data via the API with third-parties and terminating API access when necessary. The use of the API shall comply with all Applicable Laws, regulations, and individual rights, including privacy rights and intellectual property rights (IPR). Licensor assumes no responsibility for the integrity of Customer Data imported or extracted to/from the Service.
Licensor reserves the right to invoice Licensee for both the Subscription Fee and API usage (Consumption-based elements). Licensor reserves the right to invoice any additional fees arising out of Licensee’s use of third-party services and applications that Licensor considers to be competition for Licensor's own products and services. Licensor may suspend API usage for such third-party services without prior notice. Unauthorized use of the API may result in immediate suspension or termination of the Service.
3.1.6 Web Browsers
The Service is accessible on all web browser platforms. However, Licensor cannot guarantee that all functionality will perform as intended across all versions of various web browsers, particularly after browser upgrades.
3.1.7 Storage of Customer Data except from vouchers
Ten (10) GB of disk storage is included for the first (1) user, and additionally four (4) GB for all extra users. Any free version of the Service (not available in all markets) includes one (1) GB storage. Any additional storage has an extra cost per month. Vouchers do not occupy storage space, and are priced separately.
3.1.8 App stores
Certain Services, such as mobile apps, are available through third-party providers or marketplaces like the Appleⓒ or Googleⓒ app stores. These third-party providers may have additional terms that are applicable. Any third-party offering should be considered as an independent service, distinct from the offerings provided by Licensor. Licensee shall be aware that a third-party provider may impose additional fees.
3.1.9 Invitations to Use the Service
All End Users accessing the Service, whether they are Licensee's personnel or permanent or time-limited external users, are defined as invited users. It is mandatory for all invited users to accept this Agreement (CLA and the EULA). The responsibilities of invited users are outlined in this Agreement.
3.1.10 Use of Sub-processors
Licensor utilizes sub-processors for the provision of the Service. The list of sub-processors are publicly available. Licensor shall have the right to select and change sub-processors at any given time, to safeguard the confidentiality, integrity and availability of the Service, as well as to enhance the performance and cost of sub-services.
3.1.11 Discontinuity of Service or Functionality
Licensor reserves the right to discontinue any Service of functionality within the Service, or its availability in a specific market, by providing a six (6) months prior notice. Following the discontinuation date for the relevant Service, Licensee shall cease using the Service or the affected functionality. No further claims against Licensor will be entertained by Licensee.
3.2 Provision of Non-Standardized Services
Licensee is granted a limited, non-exclusive, revocable, and terminable right to access and use the Service for which it registered for a trial account, for a limited time period. This access is solely for the purpose of evaluating the Service's suitability for Licensee's internal business operations, and it shall be in accordance with this Agreement. The trial period begins upon Licensee's acceptance of the Agreement. The duration of trial periods may vary, both over time and across different Services.
3.2.2 Beta Services
Occasionally, Licensor may offer services, such as Beta Services, free of charge. Licensee has the option to try out these Beta Services at their discretion. Licensee acknowledges that new functionalities in the Service may cause deliverables to no longer function as intended. Therefore, it is the responsibility of Licensee to test any new features in the Service before integrating them into operational routines. As these Services are in a developmental stage, Licensee uses them at its risk. If Licensee registers for or is granted access to the Services as part of a free trial or Beta Services, then such Services will be available to Licensee at no additional cost for the duration of the Service being in such a state, unless terminated earlier as outlined in any terms. This may require Licensee to possess a license that covers the functionality provided by the Beta Service.
3.2.3 Free Services
Licensor may offer selected functionality or Free Services to Licensee without any associated charges up to certain limits. If the usage or Consumption-based elements exceeds these limits, Licensee will be required to purchase additional resources or Services. E.g. there is a restriction for a total of 500 entries for external project participants that have access to registering hours. Licensor subsequently may choose to charge for any previously free licenses of the Services upon one (1) month notice.
3.2.4 Custom Development
The Service is primarily built on standard functionality. It is only in special circumstances that Licensor may undertake additional development based on the needs of individual customers. Any integrations that require development from Licensor shall be clearly specified in a separate Change Order. Once the scope of the integration is defined during the implementation, a Change Order will be created to outline the total cost. Please note that Licensor cannot guarantee the readiness of third-party integrations by the completion date or the costs that may be incurred by any third parties for their work on the integration. Licensor reserves the right to decline all requests for development related to the Service.
3.2.5 Feedback from Licensee
Licensee may occasionally provide suggestions, comments, or feedback (“Feedback”) to Licensor regarding enhancements, improvements, new features, functionality or other aspects of the Service. Licensor will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Licensee assigns all rights, titles, and interests in such Feedback to Licensor. Licensee hereby grants Licensor an unlimited, irrevocable, transferable, perpetual, worldwide, fully-paid, sub-licensable, royalty-free ownership, without any obligation to compensate or reimburse Licensee. Licensor has the right to use, copy, modify, incorporate, create derivative works based on, and exploit any such Feedback for any lawful purpose without restriction.
4. Subscription, Term and Termination
4.1 Term of Agreement
The Agreement commences on the date Licensee first accepts it and remains in effect until all subscriptions hereunder have been terminated. The Subscription Term of this Agreement is twelve (12) months if nothing else is agreed upon in any separate Contract. The payment term begins at the start of the initial term. During a Subscription Term, additional user subscriptions can be added at the rate of current prices prorated for the portion of that Subscription Term remaining at the time the subscriptions are added. Any added subscriptions users will terminate on the same date as the underlying subscriptions. Except as otherwise specified, the Subscription Term will automatically renew for an additional twelve (12) months, unless Licensee provides written notice at least three (3) months prior to the end of the relevant Subscription Term.
4.2 Subscription Fees, Expenses and Payments
4.2.1 Payment Plan
Licensee’s use of the Service generally requires to pay a recurring Subscription Fee based on the chosen subscription type. The pricing plan encompasses the Subscription Fees and terms provided by Licensor, including invoicing, payment, auto-renewal and cancellation terms. Certain Services may be subject to limits such as a cap on the number of monthly transactions. The pricing plan may vary based on the included Service, region and information outlined in any Agreement or available pricing details. Under the Standard pricing plan, Licensee will be invoiced monthly, with retrospective payments. Whenever possible, invoices from Licensor will be electronically distributed. Any inquiries regarding an invoice received from Licensor should be directed to faktura@24SevenOffice.com. Please ensure to include the invoice number in all inquiries.
4.2.2 TaxesThe Subscription Fees does not necessary include taxes, such as local, state, provincial, federal, or foreign taxes, withholding taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise taxes, use taxes, goods and services taxes, consumption taxes, or similar taxes (collectively referred to as "Taxes"). Licensee is responsible for any applicable Taxes, except for taxes imposed on Licensor's invoice. The inclusion or exclusion of taxes in Subscription Fees may vary depending on your region, as indicated in the pricing plan. This includes taxes such as VAT (Value-Added Tax) and GST (Goods and Services Tax) where applicable.
4.2.3 Payment cardsIf Licensee has opted to pay for the whole or part of the Service using a credit card, Licensee acknowledges and accepts that Licensor may make recurring charges to the credit card or online payment services.
4.2.4 Consumption-based ElementsThe Service includes elements based on transactions. By accepting this Agreement, Licensee also agrees to be invoiced for Consumption-based elements based on transactions. If Licensor does not choose to accumulate these transactions at specific times during the year, it will be invoiced monthly. Any charges for third-party services will be included in the next invoice from Licensor or the respective third party. Licensor reserves the right to modify any limits on frequency and volume of transaction sent to and from Licensor’s API at any time.
4.2.5 Indexation RegulationsThe Subscription Fees for the Services will be subject to annual price increase at the beginning of each calendar year by an amount equivalent to the increase in the retail price index (the main index) of the country where Licensee is located (or any other index superseding the foregoing), with the initial reference index value being the index value for the month in which the Agreement became effective however with a minimum of three (3) percent. Notwithstanding the above, Licensor may change the Subscription Fees in accordance with the amendment clause in this Agreement.
4.2.6 Addition and reductions of usersReductions of users/modules in the preliminary Subscription Term will take effect from the next invoice. Additional users will be invoiced from the purchase date.
4.2.7 Late Payment and Fees (Reminders)If Licensee fails to make timely payments, Licensor has the right to apply fees in accordance with local laws. This process begins with the payment default and may involve reminder fees, interest charges (default rate plus additional percentage points if applicable), fees for paper reminders, and amicable fees. To determine the current interest rate on overdue payments, please refer to the government's website.
4.2.8 Resellers as invoicing partners
The terms of invoicing may differ when Licensee is invoiced by resellers of the Service.
4.3 Termination or Suspension of Service
4.3.1 Termination by Licensee
Licensee may terminate the Agreement in accordance with section Term of Agreement. Licensor will not provide any refunds for prepaid fees or unused Subscription Fees, and Licensee will promptly pay all unpaid fees due through the end of the Subscription Term. Please note that any retailers' terms may differ from Licensors.
In case of a material breach of the Agreement by Licensor, Licensee has the right to terminate this Agreement with immediate effect. Licensee shall provide written notice of the breach to Licensor, specifying the nature of the breach and allowing a reasonable period for Licensor to rectify the breach, unless the breach is of such a material nature that immediate termination is warranted.
4.3.2 Termination or Suspension by Licensor
Licensor has the option to terminate the Subscription Term at any time by providing Licensee with three (3) month’s written notice in advance. Third-party users may be terminated at any time, with or without notice. Licensor may terminate or suspend the subscription or access to all or any Customer Data immediately if any of the following occurs:
- Termination or Suspension as a Result of Non-Payment
To maintain access to the Services, Licensee shall make timely payments as per the agreed-upon prices. Licensee should ensure that Licensor has accurate payment information to avoid delayed or missed payments. Failure to make timely payments will result in the suspension of access to the Service in accordance with the provisions of this Agreement. Non-payment will in all circumstances be considered a breach of this Agreement. If Licensee fails to make payment according to the terms and conditions of this Agreement, the Service will be immediately suspended without notice. In the event of a suspension due to non-payment, the Service may be reopened once Licensee pays all outstanding invoices, along with an additional handling fee, and three (3) months of the license fee up front. The handling fee is a fee that is set per Licensor's consideration to cover the cost associated with processing and handling the non-payment breach. The handling fee is non-refundable, and Licensee is required to pay it along with the outstanding invoice. Licensor reserves the right to modify the handling fee at any time. If Licensee disputes the handling fee or the closure of the Service due to non-payment, Licensor will review the complaint and respond within a reasonable period.
- Termination or suspension as a Result of Breach of Agreement
Licensor has the right to suspend Licensee's or any of its End User's access to any or all Services without prior notice if the Service is used in a manner that violates applicable laws, regulations, or the terms of this Agreement.
- Termination or Suspension as a Result of Harmful Activity
Licensor may suspend the Service if Licensor determines that Licensee is engaging in harmful activity as outlined in this Agreement. If there is illegal or abnormal use of the Services, security incidents, or circumstances indicating the misuse of personal data and/or Confidential Information, Licensor can suspend Licensee's access to the Services without Licensee's consent. Licensee will receive a notification regarding the suspension of access from Licensor. In cases where immediate suspension is necessary due to compelling reasons or to protect personal data, Licensee will be notified as soon as possible after the suspension has been implemented. This clause does not limit Licensor's right to terminate for cause, if Licensee's actions or potential actions have a negative impact on Licensor or entities. Licensor may review and delete any Customer Data or Customer Materials that violate this Agreement without notice.
- Termination or Suspension of Free Services
Licensor may suspend, limit, or terminate any Free Services for any reason at any time without notice. Licensor may terminate Licensee’s subscription to the Free Services due to inactivity and delete all Customer Data without notice.
- Termination or Suspension as a Result of Bankruptcy or Insolvency
Licensor may suspend the Service if Licensee become insolvent, enters liquidation, becomes the subject of a bankruptcy petition, has a receiver or manager appointed over any of its assets, becomes insolvent or enters into any arrangement with creditors, or experiences a similar insolvency event in any jurisdiction.
Licensee shall have the responsibility to inform any organization that may be invoiced through Licensee of any effect of termination or suspension.
4.4 Effect of termination, payments, export of data
4.4.1 Legal Basis for Processing Customer Data after Termination
Upon termination of this Agreement, Licensee shall immediately cease to access or use the Services, including any Customer Data. When this Agreement is terminated, Licensor’s legal basis for processing Customer Data is no longer valid and Licensor may delete the Customer Data, unless mandatory provisions of law require Licensor to continue to store Customer Data. The timeframe for deleting Customer Data may vary depending on what Service Licensee is subscribing to and the current backup cycle. Following the termination, Licensor shall have no obligation towards Licensee with respect to maintain, deliver, provide access to or store Customer Data, and may, at its sole discretion, permanently delete all Customer Data. It is Licensee’s responsibility to store accounting data in accordance with local laws and regulations. Licensor is not responsible for storing any accounting data beyond the termination period. Clauses in the Agreement pertaining ownership, confidentiality, disclaimers, agreement about legal disputes, indemnification and liability will survive expiration or termination of this Agreement.
4.4.2 Outstanding Payments
Upon the effective date of any termination, Licensee shall immediately pay all outstanding fees, including amounts covering the remaining portion of the initial Subscription Term or any additional terms, as applicable. In no event shall any termination for cause relieve Licensee of the obligation to pay any fees payable to Licensor under this Agreement for the remainder of the initial term. No refund is due to Licensee if the Subscription Term is terminated in accordance with this Agreement
4.4.3 Payments in the Termination Period
Upon termination of the Agreement, Licensee undertakes to pay for licenses corresponding to a normal period during the notice period. The price for this period will be based on the average License price over the last twelve (12) months of the Agreement period. Any downgrades made within the last three (3) months before termination will not affect the price during the termination period.
Furthermore, upon termination of the Agreement, Licensee undertakes to pay for consumption elements, such as the volume of vouchers, that correspond to a normal period during the notice period, if the volume is lower after the termination notice. The price for this period will be based on an estimated volume that corresponds to the average of the last twelve (12) months of the Agreement period. Any downgrades made within the last 3 months before termination will not affect the price during the termination period.
4.4.4 Export of Data
The Services may include self-service functionality for data export for specific Customer Data. Licensee has the option to export Customer Data independently or request assistance from Licensor or one of its partners. Licensor will determine the format, time and method of data return. The specific format, time and method may vary depending on the Service. Licensor offers termination assistance for a maximum period of ninety (90) days following the termination of this Agreement. Licensor will charge its standard rates for any assistance related to data export or return of Customer Data. Alternatively, to avoid data export, Licensee may choose to continue subscribing to a downgraded License and storage.
Licensor has no legal requirements to store Customer Data beyond the prepaid Subscription Term. Access to the Service will only be available during the prepaid period. To gain access to the Service after the prepaid period, a trustee in bankruptcy may purchase such access at fixed prices. All inquiries regarding access to the Service shall be approved in writing by the trustee.
5. Customer Service
Licensor will use commercially reasonable efforts to provide user support to Licensee for the Services through its Customer Service offerings. User support may, at Licensor’s sole discretion, include in-app, internet, chat, email and telephone. If Licensee pay a Subscription fee to Licensor for the Service, these offerings are available at no additional cost.
- Customer Service delivers self-service Chat (VirtualAssistance), wherever available and the knowledge base https://support.24SevenOffice.com.
- For EU customers human chat and email are available on weekdays between 9 AM and 4 PM (GMT +1)
- For US customers email support is available on weekdays between 7 AM and 8 PM (EST).
- Telephone support is available on weekdays between 9 AM and 3:00 PM (GMT +1), but is limited to 1-2 defined superusers representing Licensee. These users have the responsibility to forward important updates to the rest of Licensee’s users.
All weekdays apply except: Maundy Thursday, Good Friday, Easter Monday, Christ's Ascension Day, 2nd Whitsunday, Christmas Eve, Christmas Day, Boxing Day and New Years Eve and New Years Day.
Licensor does not not guarantee any specific response time, but attempts to respond to inquiries within one business day, even if in general, the responses are generally faster.
Licensor will, at its sole discretion, classify all issues reported by Licensee into different support levels based on their severity or impact on service availability. Licensor may choose to assign each support level an associated response time, indicating the expected time frame within which Licensor will respond to the reported issue. Licensor will make reasonable efforts to address critical issues promptly.
5.2 API Support
Licensor will make available comprehensive and up-to-date documentation for the API, including but not limited to technical specifications, integration guidelines, usage examples, and any relevant code samples. The documentation will assist Licensee in understanding the API's functionalities, endpoints, request/response formats, and authentication methods. Documentation for the API is available at https://developer.24SevenOffice.com
Licensee will have access to support channels provided by Licensor for API-related inquiries, issues, and feedback. The available support channels may include email, online ticketing systems, dedicated support portals, or community forums. Assistance in the form of helping Licensee or third-party to build and integrate such services will be considered Consultant Services and will be subject to invoicing accordingly. Licensee agrees to provide accurate and detailed information when reporting issues to facilitate efficient troubleshooting and resolution. Licensee shall adhere to any guidelines or processes specified by Licensor when seeking support.
Licensor expects that Licensee or third-party entities possess the necessary technical expertise and resources to effectively create and integrate third-party services using Licensor's API. However, it is crucial to recognize that the responsibility for developing and integrating third-party services using the API lies with Licensee or any third-party involved.
Telephone support that exceeds ten (10) minutes in duration is generally regarded as training. This applies to, but is not limited to, calls interrupted or resumed at a later time. Licensor reserves the right to invoice any time used beyond this. Licensor may also refer Licensee’s user to webinars/training courses or to contact Licensor’s Professional Services Department to ask for a quote.
The following do not fall under 'free support':
- Consulting Services with advice on and assistance with the commissioning of standard functionality.
- Introduction and training of new system managers, including support of new system managers who have not received introduction and training.
- If Licensee’s usage of the Service is part of an offering from an accountant, all inquiries about accounting questions shall be directed to the accountant.
- Except as expressly provided in the Agreement or any Statement of Work, Customer Service shall have no obligation to support any custom developed functionality, even if this functionality is adapted by representatives of Licensor’s Professional Service Department.
Licensor may limit Licensee from any or all services from licensor’s Customer Service department, if it is determined in reasonable discretion that Licensee or any of Licensee’s users; are acting or have acted in a way that results or has resulted in misuse or abused Customer Service or any of its representatives.
6. Third-party Services
Certain features and functionalities within the Services, at the discretion of Licensor, may include or otherwise also allow Licensee and other users with the ability to interact with, access and/or utilize compatible third-party services, products, data, technology, websites, and content (referred to as “third-party services”) through and within the Service. The Service may include features designed to interoperate with other third-party services. The following conditions apply to these third-party services:
6.1 Third-party Services and Compatibility
By granting access to and sharing Customer Data through Licensor's API, Licensee acknowledges and agrees that third-party suppliers are given access to the data. Licensee understands that Licensor does not provide any aspect of the third-party services and bears no responsibility for the operations, customizations, development, accuracy, support, or maintenance of such third-party services. Licensor is also not responsible for any compatibility issues, errors, bugs, any loss of business, or other negative economic result that may arise as a consequence of using the Services or third-party service or any updates or upgrades associated with them.
6.2 Availabilities of Third-party Services
Licensor cannot guarantee the ongoing availability of any Customer Data transferred through third-party providers. Licensor reserves the right to discontinue support for data transfer without providing any refund, credit, or compensation to Licensee or any third party. This may occur if, and without limitation, the third-party provider ceases to make the third-party service available for interoperation with the Service in a manner acceptable to Licensor. Licensor shall have the authority to suspend any third-party provider's transfer of Customer Data through Licensor’s API for any reason.
6.3 Third-party Services Descriptions
Licensor or third parties may offer third-party services, implementation, and consulting services, through a Marketplace or other means. Any descriptions of these third-party services provided by Licensor, and any associated links, are obtained from the respective third-party providers. These third-party providers are solely responsible for the accuracy and validity of the representations made in these descriptions.
6.4 Third-party terms and conditions
Third-party services are subject to the terms and conditions and privacy notices set by the respective third-party providers. These terms and conditions outline important elements about how the third-party provider handles and protects Licensee’s Customer Data when utilizing the third-party services. Any purchases of third-party products or services, as well as any exchange of data between Licensee and any third-party provider, are the sole responsibility of Licensee and the applicable third-party provider. It is Licensee's responsibility to carefully review and comply with the terms and conditions of the third-party services, including any bindings. Licensee is also responsible for controlling access to the Service for its users and to the content of Customer Data they may get access to in any third-party service or the Service. This also includes any access to perform any additional in-app purchase in the third-party service or payments for such. By accepting the third-party terms and conditions and connecting the Service to third-party services, personal data may be used to establish and maintain the connection. Licensor will handle personal data received through this connection in accordance with its own Privacy Notice and Data Protection Agreement (DPA), and the transfer of personal data to the third-party provider will be subject to corresponding agreements.
7. Environmental, Social and Governance
Licensor is deeply committed to promoting and upholding environmental, social, and governance (ESG) practices in all aspects of the operations. Sustainability, social responsibility, and ethical governance is prioritized to make a positive contribution to the world we live in. Licensor aim to minimize the environmental impact by implementing sustainable practices, reducing carbon emissions, and conserving natural resources. Furthermore, Licensor is dedicated to fostering a diverse and inclusive workplace, treating the employees, customers, and partners with respect and fairness. The governance framework ensures transparency, accountability, and adherence to ethical standards. By using the Services, Licensee acknowledge and agree to the steadfast commitment to ESG principles, and Licensor appreciate the support in creating a better future for all.
Standard Business Conduct
Licensee acknowledges and agrees that the violation of the principles and provisions contained in the Standard Business Conduct may result in the termination of this Agreement by Licensor, based on the severity of the violation, as outlined in the Standard Business Conduct.
8. Privacy and Confidentiality
8.1 Safeguards and Data Processor Agreement (DPA)
Licensee’s right to privacy is of the utmost importance for Licensor. By accepting this Agreement, Licensee also consent to Licensors Privacy Notice, Data Processor Agreement (DPA) and use of sub-processors. The parties agree that the provisions outlined in the Data Processor Agreement (DPA) govern the processing of personal data in relation to this Agreement and the utilization of sub-processors. As set forth in the Data Processor Agreement (DPA), Licensor will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of personal data submitted to the Service as Customer Data. These measures include preventing unauthorized access, use, or disclosure of such personal data.
Confidential Information of Licensor includes, but is not limited to, pricing information and Order Forms, the terms and conditions of this Agreement, Privacy Notice, Data Processor Agreement (DPA) or any separate Contracts between the parties. Licensee’s Confidential Information includes input of Customer Data into the Service. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either party.
However, Confidential Information shall not include any information which (a) is in the public domain through no fault of the receiving party; (b) was already known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Each party agrees to use the Confidential Information of the other party solely in accordance with this Agreement. The party shall not disclose, directly or indirectly, any Confidential Information to any third party without the prior written consent of the other party, except as otherwise permitted under this Agreement. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives on a need-to-know basis. These individuals must be legally bound to maintain confidentiality in a manner consistent with the obligations set forth in this Agreement. In the event of required disclosure by law, the receiving party shall provide reasonable prior notice to the other party, to the extent legally permitted, before accessing or disclosing the Confidential Information.
Neither party shall disclose the terms of the Agreement to any third party, except when confidentiality disclosing such terms to actual or potential parties involved in an acquisition or similar transaction, solely for the purpose of the proposed transaction, provided that any such party is subject to written non-disclosure obligations and limitations on use no less protective than those specified herein. Each party agrees to safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. If either party becomes aware of any violations of the confidentiality obligations stated in this Agreement terms, it shall promptly notify the other party in writing.
Confidentiality is a fundamental aspect of the employment agreement or engagement agreement between Licensor and its personnel. The personnel have individually signed a comprehensive Acceptable Use Policy, which outlines the rules governing the usage of all available data. Furthermore, the personnel have read and acknowledged their acceptance of Licensor's Information Security Policy.
Confidentiality provisions shall survive the termination of this Agreement for a period of three (3) years. During this period, the parties are obligated to uphold the confidentiality of any information disclosed or obtained during the course of this Agreement, including but not limited to trade secrets, customer lists, and financial information. Any unauthorized use or disclosure of such Confidential Information shall be a breach of this Agreement and may lead to legal action.
9. Warranties and Liability
The Service, including all its functionality, is provided on an “as is”basis, without any warranty of any kind, whether express, implied or statutory. This includes, but is not limited to, fitness for a particular purpose, the results or output of the use of the Service, merchantability, uninterrupted operation, timeliness, security, freedom from errors or defects, capability of correcting or improving errors, accuracy of user documentation, limitations, delays, or other issues inherent in internet and electronic communications, or non-infringement, to the maximum extent permitted by Applicable Law. Licensor retains the discretion to modify or change the functionality within the Service at any time.
Services provided free of charge, including content and Beta Services are also provided “as is,” without any warranty. Licensor shall have no indemnification obligations or liability of any type with respect to the Services during the free trial period. Licensee agrees that any termination of Licensee’s access to the free trial or Free Services may be without prior notice, and Licensee agrees that Licensor will not be liable to Licensee or any third-party for such termination. Licensee is not allowed to transfer customizations made during the free trial or free period to a Service that would be a downgrade from that covered by the trial. If Licensee purchases a Service that would be a downgrade from that covered by the trial, Licensee must export Customer Data before the end of the trial period or Customer Data will be permanently lost. All Customer Data input, any customizations made by or for Licensee during the free trial, wil be permanently lost unless Licensee purchases a subscription or upgrades to the same level of Services as those covered by the trial, or exports the Customer Data before the end of the trial period.
Licensee acknowledges that Licensor is not liable for the integrity of information, including Customer Data. This includes, but is not limited to, completeness, accuracy, validity, authorization for use, any loss, damage, or liability arising from the Customer Data, including any errors within the Customer Data, or the transmission or utilization of the Customer Data by or on behalf of Licensee.
9.2 Disclaimer of Third-Party Services and Liability
Licensor does not endorse or assume any responsibility for third-party services, including any reliance upon Customer Data transferred to, or through, such third-party services. Licensor disclaims and excludes any representations or warranties regarding the compatibility of the Services with any combination of services not provided by Licensor. Licensor shall also not be liable for the ability of third-party providers to comply with legal requirements or international privacy regulations.
9.3 Licensee’s warranties
Licensee represents and warrants to Licensor that it is a valid organized entity and possesses the full power and authority to grant the rights covered by this Agreement. Licensee further warrants that it will comply with all Applicable Laws in its use of the Services and that there are no outstanding obligations or agreements that conflict with this Agreement. Additionally, Licensee warrants that the use of the Services does not and will not infringe upon Licensee's obligations to any third parties. Additionally, Licensee warrants that it has obtained all legally required consents and permissions from its End Users for the submission and processing of personal data through the Services prior to transmitting any Customer Data into the Service. Licensee accepts sole responsibility for, and acknowledge of independent judgment in selection and use of Customer Data and any results obtained therefrom.
9.4 Limitation of Liability
Under no circumstances shall Licensor or any of its Affiliates be liable to Licensee or any third-party for any consequential, special, indirect, incidental or punitive damages of any kind. This includes, but is not limited to, lost profits or revenues, lost data, business interruption, cost of procurement of substitute products or services, loss of business reputation or goodwill, incorrect use of the Service, even if a party has been advised of the possibility of such damages or if Licensor's or its Affiliates' remedy otherwise fails to fulfill its essential purpose. Licensor reserves the right, but not obligation, to rectify any potential errors in the Services. Licensee shall be financially responsible for any additional work that must be undertaken due to possible errors within the Services, including additional work by Licensee’s own personell or external consultants.
Licensee agrees to defend Licensor and its Affiliates against any third-party claims alleging that the combination of a third-party service or configuration used with the Services infringes or misappropriates such third-party's intellectual property rights or involves the unlawful use of the Service. However, the defense and indemnification obligations mentioned above do not apply if a claim against Licensor arises from Licensor's breach of this Agreement or any applicable order forms.
In no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by Licensee for the Services giving rise to the liability in the twelve (12) months preceding the initial incident that led to the liability. This limitation does not apply to Licensee's and its Affiliates' payment obligations. Licensee acknowledges that the fees paid reflect the allocation of risk set forth in this Agreement and that Licensor would not enter into this Agreement without these limitations on liability.
10. Force Majeure
Licensor shall not be held liable for any delay or failure in performing the obligations under this Agreement if such delay or failure is caused by a force majeure event. A force majeure event includes acts of God, war, riots, strikes, lockouts, natural disasters, pandemics, acts of terrorism, government actions, orders from public authorities and right holders, computer viruses, hacking, DoS or DDoS attacks, spam or other abnormal load on Licensor’s infrastructure, and any other event beyond the parties' reasonable control as determined by local law. In the event of a force majeure event, Licensor shall use all reasonable efforts to minimize the impact on the performance under this Agreement. Licensor shall take all necessary steps to resume performance of this Agreement as soon as the force majeure event has ceased. Any force majeure event does not relieve any of the parties of their obligations to this Agreement, but the duties may be suspended to the extent the conditions are relevant, and for the duration of the force majeure event.
11. Ownership of data
11.1 Intellectual Property Rights
The trade names, trademarks, service marks, titles, and logos of Licensor, as well as any related goodwill, shall be the exclusive property of Licensor and shall solely benefit Licensor. The Services is the sole property of Licensor, and no rights are granted to Licensee except as expressly set forth in this Agreement. All rights not expressly granted to Licensee herein are therefore expressly reserved by Licensor. This includes ownership of the Services, including without limitation, all related software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and all related tangible or intangible technical materials and information. Licensor also retains all copyrights, patents, trademarks, trade secrets, databases, and other intellectual property rights (registered or unregistered) related to or embodied in the Services, including updates, improvements, modifications, enhancements, and derivative works. Licensor may use, modify, and display System Data, ensuring it is not publicly disclosed or distributed in a manner that identifies Licensee. Additionally, Licensor may use Customer Data in an anonymized manner for machine learning purposes to support specific product features and functionality within the Service, as permitted by this Agreement.
11.2 Derived Data (Anonymized Statistical Data)
By utilizing the Service, Licensee grants Licensor the right to generate Derived Data through aggregation. Licensor has exclusive ownership of such Derived Data, including all associated IPR. Once anonymized, Licensor may utilize this data for its own purposes, such as enhancing and providing the Service, developing new services or product offerings, identifying business trends, and for other purposes. It is important to note that the Derived Data does not include any information that can identify Licensee, Customer Data, or clients.
11.3 Source Code
The source code, design, and other components of the Service are Licensor's exclusive property, with full ownership of the IPR. Any customization or enhancements of the Services to meet Licensee's needs will be regarded as the work of Licensor, and the IPR shall remain in Licensor’s ownership.
11.4 Ownership of Customer Data
Licensee retains full ownership of all rights, title, and interest in the Customer Data. For the avoidance of doubt, Customer Data does not include System Data or any dashboards, report templates or other technology or components of the Services created, developed, used or provided by Licensor. By accepting this Agreement, Licensee grants Licensor a non-exclusive, non-transferable, non-sublicensable, worldwide, royalty-free right to host, copy, use, transfer, and process the Customer Data as necessary for the provision of Services and support under this Agreement. Licensor may collect information about Licensee and its users within the permitted scope of the Agreement. Such information may be aggregated and anonymized, and shared with third parties, provided that it does not include any Customer Data or personally identify users. All Customer Data input by Licensee or any third party remains the sole property of Licensee, and Licensee retains full ownership of such Customer Data. If Licensee is an accountant accessing a Service on behalf of their customer, the ownership of all Customer Data input lies with the legal entity that owns the accounting information; the company number registered within the Service. It is explicitly stated that under no circumstances does Customer Data become the property of any accountant representing another registered company.
11.5 IPR Infringement Claims
Licensor is not liable for any claims of intellectual property rights infringement caused by the use of the Service in combination with any third-party services not provided by Licensor, or any unauthorized modification of the Service.
The Parties acknowledge that signatures sent by electronic means (scanned and sent via e-mail or signed using an electronic signature service) shall be deemed original signatures. The Parties agree to conduct business through electronic transactions and recognize the validity, enforceability, and admissibility of any electronic signature created in connection with this Agreement. General notifications and information about the Service, such as new features, price changes, or planned maintenance, will be communicated through the Service itself, webpages, or email. Where Licensor chooses to send notices via email, Licensee is responsible for providing Licensor with accurate and up-to-date contact information, including a primary contact email address. This primary contact shall be a representative from the respective company and not an external representative, like an accountant. All notices are deemed notified once sent or posted by Licensor. Unless otherwise specified, all notices will take effect immediately.
By accepting this Agreement, Licensee consent to receiving electronic communications from Licensor, selected partners, or any of its Affiliates. These electronic communications may include notifications regarding applicable service fees, charges associated with the Services, as well as other relevant information. Please note that these electronic communications are an integral part of the relationship between the parties, and Licensee will receive them as part of the use of the Services. Furthermore, Licensee acknowledge and agree that any notices, agreements, disclosures, or other communications sent by Licensor electronically will fulfill all legal requirements for communication, including the requirement for such communications to be in writing.
Licensor may modify any part or all of the Agreement at any time by posting a revised version on Licensor's webpages. The revised version will become effective and binding immediately upon being posted on www.24SevenOffice.com/no/terms/CLA. If there are substantial changes that will affect Licensee, Licensor will provide notice of the amendment through email or in-app notification.
Licensor reserves the right to change all prices without providing a specific reason, with a notice period of three (3) months. Additionally, Licensor may decide to start charging for any previously free License of the Services with a notice period of three (3) months. Changes to the pricing of Consumption-based elements can be made with a notice period of one (1) month.
12.3.1 Licensee’s right to audit
Type of audit
Upon Licensee’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Licensor shall provide access to demonstrate compliance with prevailing data security standards applicable to the processing of Customer Data. Licensor will determine the type of compliance demonstration that will be made available, provided that it satisfies the legal and contractual requirements. The demonstration of compliance may take various forms, including but not limited to:
- Certifications: Licensor may provide certifications from third-party auditors, accrediting bodies, or other authoritative entities that attest to their compliance with specific standards or regulations.
- Self-Assessments: Licensor may conduct self-assessments to demonstrate their compliance with specific requirements. The self-assessment may include documentation, evidence, and attestation by Licensor.
- Audits: Licensor may undergo audits conducted by the requester, third-party auditors, or other authoritative entities to demonstrate their compliance with specific requirements.
- Attestations: Licensor may provide attestations from experts, such as legal counsel or auditors, to confirm their compliance with specific requirements.
Licensor shall select the most appropriate type of compliance demonstration based on the requester's requirements and Licensor's resources and capabilities. If the compliance demonstration contains any confidential or proprietary information, Licensor will take appropriate measures to protect the information and ensure that it is only disclosed to authorized parties. All audits shall be conducted in compliance with Licensor’s policies and guidelines. Licensee shall adhere to any restrictions or conditions set forth by Licensor in the Information Security Management System (ISMS) or Acceptable Use Policy.
Inspections of Data Centers
Some of Licensor's sub-processors operate data centers and infrastructure worldwide with strict security measures in place. These security measures include restricted access, comprehensive monitoring systems, and certification to ensure compliance with industry standards. This reduces the possibilities of carrying out a physical audit in any sub-processor’s data centers. Certifications or audit reports as mentioned above may serve as a replacement for physical audits.
Licensor shall have the right to require that audits be performed by qualified independent third-party representatives with expertise in security. These auditors, as well as Licensee, are bound by confidentiality obligations and will be required to sign additional confidentiality agreements. Licensor also reserves the right to refuse audits performed by third parties, which are considered by Licensor, to be conducting competitive business.
Licensee shall provide reasonable prior written notice of any audit request. Audits and/or inspections shall not be unreasonably disruptive to Licensor’s business. Such audit shall only be performed during business hours and occur no more than once per three (3) years, except when significant changes affecting service delivery have occurred. The audit scope shall be restricted to data relevant to Licensee.
Suspension of Audit
Licensor has the right to suspend or terminate Licensee's audit rights in exceptional circumstances, such as when the audit poses a significant security risk or serious operational hazard, or if Licensee breaches any confidentiality or security obligations. Licensor also has the right to deny unnecessary audits requested by Licensee, e.g. repetitive audits.
Licensee shall be responsible for all costs associated with such audits or inspections, including a reimbursement to Licensor for any time expended for audits. This also includes time spent by sub-processors or other third-parties, as well as travel, accommodation or audit fees.
The results of the audit shall be handled in accordance with confidentiality requirements and shall not be shared with any third party without the prior written approval of Licensor. If Licensee has been acquired by a third party considered, by Licensor, as engaging in competitive business, Licensor reserves the right to restrict access to audit results for Licensee.
12.3.2 Licensor’s right to audit
Licensor shall have the right to audit the Service provisioned against the invoiced subscription License. This includes, but is not limited to, licensed users, vouchers or Consumption-driven elements. Any discrepancies found will be invoiced to Licensee without prior notice, but not for a period exceeding two (2) years from the date the deviation was identified. As a result of the audit, Licensee may be transferred to a more appropriate price plan that aligns with its usage. It's important to note that prepaid price plans will not be refunded.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.5 Entire Agreement
This Agreement with appendices is the entire agreement between the parties about its subject matter, and supersedes any prior
(i) understanding or agreement, whether in writing or oral, between the parties; and
(ii) condition, warranty, indemnity or representation imposed, given or made by a party.
This Agreement shall not be varied or canceled (except in any matter provided for in this Agreement) unless such variation or cancellation is expressly agreed in writing by the parties. Without limiting this, oral subsidiary agreements have not been made. Amendments and supplementations to this Agreement and all declarations pertaining to this Agreement must be made in writing. This also applies to an agreement which cancels the requirement of the written form.
12.7 No Waiver
Failure or delay of Licensor at any time to insist on performance of any provision of this Agreement is not a waiver of Licensor’s rights to insist on performance of that, or any other provision, of this Agreement. Without limiting this, behavior which deviates from that agreed under this Agreement shall not modify or invalidate the agreed rights and obligations nor are new rights and obligations thus founded.
The titles given to the individual provisions of this Agreement are merely intended as points of reference and have no independent regulatory significance.
13. Governing law, legal venue and disputes
This Agreement shall be governed by the laws of the jurisdiction specified below without regard to its conflict of laws provisions. Any legal suit, action, or proceeding arising out of or based upon this Agreement and/or any Change Orders contemplated hereby or thereby shall be exclusively instituted in the same jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other documents by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the venue of any suit, action, or proceeding in such courts and agree not to assert that any suit, action, or proceeding brought in any such court is brought in an inconvenient forum. If Licensee is a registered organization (head office, group company) in the United States of America (USA), the jurisdiction of this Agreement shall be the state or federal courts located in the State of Delaware. If Licensee is registered in Denmark or Sweden, the jurisdiction of this Agreement shall be the courts of Copenhagen, Denmark, or Stockholm, Sweden. In any other part of the world, the jurisdiction of this Agreement shall be the courts of Oslo, Norway, and Norwegian laws shall apply. All of these provisions shall apply regardless of any conflict of laws. Regardless of the above, Licensor may bring suits, actions or proceedings in any other court which would have jurisdiction if this provision was not incorporated into the Agreement, limited to suits, actions and proceeding due to the Licensee’s failure to pay License Fee or other costs charged by Licensor under the Agreement. The parties agree that each may bring claims against the other only in the parties individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
Annex A - Distribution of invoices
This annex only applies to Licensee if distributed invoices is used as part of the Service
- Distributed invoices
Licensor provides functionality for the automatic distribution of invoices and reminders. Licensee grants Licensor the right to act as an invoice operator on behalf of Licensee, allowing transactions to be sent through established networks. Distributed invoices may include electronic invoices, traditional mail invoices, or as attachments to emails. Invoices may include pre-filled text from Licensor. This annex applies solely to invoices distributed automatically by Licensor.
- Deliverance and access point
Licensor is responsible for delivering distributed invoices to the access point, but not for delivering them from the access point to the recipient. The availability of email communications may be subject to factors beyond Licensor's control, such as activated filters or recipient-induced changes. Due to these factors, Licensor cannot guarantee the successful delivery of the distributed invoice to the recipient. The distributed invoice may be marked as delivered once it reaches the access point. Licensor is not accountable for time taken to deliver a distributed invoice or for any claims arising as a result of the delivery. Any non-standard delivery-related tasks will be invoiced by Licensor or the reseller to Licensee. Licensor reserves the right to change the access point at any time to provide the best possible service to Licensee.
Upon entering into this Agreement and sending the first distributed invoice, Licensee agrees to be enrolled in any centralized register for electronic invoice recipients.
- Content of the invoice
Licensor is not responsible for the content of the distributed invoice or the interpretation of its content upon receipt. The distributed invoice may contain personal data, and in such cases, Licensor refers to the handling of personal data in the Privacy Notice and Data Protection Agreement (DPA). Licensee is responsible for ensuring that the content is accurate and lawful.
Licensor has the right to determine the supported formats for electronic invoices. Licensor may choose to outsource all or part of the invoice distribution process to sub-processors deemed most suitable by Licensor.
- Distributed invoices and payments
Licensor is not responsible for any payments related to distributed invoices. Licensee is responsible for collecting payment from the recipient of any distributed invoices, and Licensor denies all claims arising from the lack of such payments.
- Licensor’s Suppliers
Upon sending the first distributed invoice, Licensee acknowledges that Licensor or an Affiliated partner has the right to contact all of Licensee's suppliers and provide information about the benefits of using distributed invoices.
Edited: September 25, 2023
Edited: September 25, 2023
Launched a completely new version of Customer License Agreement (CLA). The old version is available at this url: