SuperOffice CRM Onsite Subscription Agreement
This Agreement is valid for all SuperOffice version 9 or later. The Agreement for previous versions of SuperOffice are available here.
The Agreement gives the Customer access and right to use the SuperOffice Software (hereinafter referred to as “Software”) during the Agreement term, with such functionality as the Software has, at any time.
The Agreement covers the SuperOffice software products subscribed to by the Customer and listed in a separate order form. Further available SuperOffice software products and their prices are listed in the from time to time valid Onsite Subscription price plan of SuperOffice, which is available online here.
The Agreement gives the Customer a time-limited, non-exclusive right to use the Software with effect from the Agreement Date. The Customer’s right to use the Software shall cease when this Agreement is terminated or for other reason is no longer in force, cf. clause 3.
“Agreement Date” is the date the Customer signs the Initial Order Form. The Customer is from this date a customer and SuperOffice will provide access to the Software without unnecessary delay.
“Customer Community“ is a self-service resource centre online where customers find inspiration material, learn the essentials content, how-to videos, FAQs and access to the SuperOffice support service.
“Minimum Agreement Period” means the initial Agreement Period of 12 months as defined in clause 3.
“Agreement Period” means, as applicable, either the Minimum Agreement Period or any period of subsequent prolongation of the Agreement as defined in clause 3.
“Initial Order Form” means the documents (which include information about number of User Plans, Invoice Interval, prices, etc.) signed when ordering the Software.
“Invoice Interval” is the payment period specified in the Initial Order Form or when agreed in writing to be changed at a later date. Invoice Interval can be annual, bi-annual, quarterly or monthly.
“Metered Services” is the term used for measuring consumption of certain resources of the Software by Customer. Such resources can be: monthly volume of mailings or monthly number of unique logins in the customer center.
“Pay-per-use” is used when the actual use of “Metered Services” is exceeding the limits agreed for the use of the Software.
“Software” means SuperOffice CRM - the software licenses for the number of users and the modules that are ordered by Customer via the Initial Order Form, or any subsequent Updates thereof.
“Standard Support” means SuperOffice standard support included in this Agreement as further described in clause 6.
“Update” is the general term for new versions (which are major new releases) and service releases (which are smaller updates with small new features and/or bug fixes).
“User Plan” means the plan assigned to an individual user for a specific set of functions.
The right of use stated in clause 1 shall continue for so long time as the Agreement is in force. The Agreement is a continuing agreement that lasts until it is terminated according to the provisions in clause 13. The Agreement has a mandatory minimum period calculated from the Agreement Date until 12 months after the end of the month in which the Agreement came into force. The period from the Agreement Date until the end of this mandatory minimum period is called “Minimum Agreement Period”. After the expiry of this Minimum Agreement Period, the Agreement is automatically renewed for a new period that corresponds to the relevant Invoice Interval as set out in the Initial Order Form. Each such renewal period shall be referred to as an “Agreement Period”.
The Agreement gives the Customer a limited right to install and operate the Software at the installation site chosen by the Customer. The right to use the Software is restricted, and the Software may only be installed on hardware that is wholly owned or managed by the Customer. Alternatively, the Customer is entitled to install and use the Software on a system that is managed or owned by a third party (“hosting”). If hosting is used, the Customer shall remain responsible to comply with the Customer’s limited right to use the Software.
The right to use the Software is limited to such number of licenses the Customer at any time subscribes to. If the Customer needs to amend the Agreement to cover additional users, then the usage right for additional users shall be ordered from SuperOffice according to the procedure in clause 7.
In the Software, some resources/features can be limited to a specified usage level. These resources and limits are specified in the official price list. Usage exceeding these limits, are invoiced in arrears on a monthly basis. When applicable, actual and current usage of Metered Services is available for Customer´ administrators in the Software Administration module.
Only Customer’s employees or hired personnel who according to an agreement are performing services for the Customer may be enrolled as users of the Software. The users shall by a written statement issued to the Customer commit to follow these conditions. No others than the users shall be able to use the Software without a prior written consent from SuperOffice.
The Customer shall not disassemble, decompile or reverse engineer the Software, except in such situations as permitted by applicable law or if SuperOffice has given its express consent.
In case of breach of these conditions, SuperOffice is entitled to immediately terminate the Agreement and withdraw the Customer’s right to use the Software. Such actions from SuperOffice shall not release the Customer from the obligation to pay for the whole of the then current Agreement Period.
The Software cannot be implemented, used, marketed or offered to other parties as a public cloud service or multi-tenant online service.
The Customer shall be given access to Updates (new versions and service releases) of the Software as soon as these become available. Updates are released according to potential needs, where the needs shall be assessed by SuperOffice and decided by SuperOffice in its sole discretion, depending on what the changes contain. Examples of changes in Updates might be:
- Fault corrections in the Software as a result of reports received from the customers.
- Changes to the Software as the result of preventive maintenance.
- Changes in the functionality of the Software as a consequence of wishes expressed by customers.
- Reprogramming as a consequence of a desired change to the structure of the Software or new drivers etc.
- General improvements/changes in the Software.
Each new version of the Software will include documentation of new functionality under the help menu.
The Customer shall have the right to receive Standard-Support from SuperOffice’s central support department during normal working hours, Monday thru Friday with the exception of Christmas Eve, New Year’s Eve and other public holidays in the country and/or state in which the SuperOffice entity the Customer is contracting with has its registered address, or at specific times indicated by SuperOffice. Support requests must be submitted to SuperOffice’s support, through the help/support menu in the application. The Customer is granted free access to the self-service part of the Customer Community.
Support includes SuperOffice’s best effort in solving Software problems based on a detailed description of the problem, provided by the Customer. There is no obligation to find a solution within a particular timeframe. Administration or configuration of the Software for the Customer is not included in the Agreement.
Support shall be made available in accordance with the following guidelines:
Customers must nominate a support contact, who will act as the Customer’s contact point with SuperOffice regarding support related requests.
The Customer will use its best effort and most qualified personnel to find the source of the problem and to share detailed information with the support personnel. Cases, which do not comply with the above listed conditions, will – subject to agreement with the Customer – be transferred to the consulting department. Consulting services will be delivered by consultants and invoiced at the applicable SuperOffice hourly consulting fees.
The Support shall only cover the Software when it is used in a manner recommended by SuperOffice, and as such shall not extend to 3rd party add-ons, other configurations in respect of operating systems and browsers and similar non recommended manners. The Support shall not cover repairs to the content of the databases or issues caused by the Customer. The Support shall further not cover support of anything outside the Software subscribed to by the Customer according to this Agreement, or problems that are only associated to the Customer’s hardware, internal networks and internet connections, and/or items of peripheral equipment that are entirely independent of the Software.
SuperOffice reserves the right to recommend a training course or consultancy services if the support takes the form of general training or to perform common repetitive tasks that are considered to be paid services. Services are available at fees to be invoiced separately. SuperOffice similarly reserves the right to send the Customer specifications of possible solutions. This will often be in the form of a link to the self-service part of the Customer Community, which the Customer must attempt to implement in order to solve the problem in question.
This Support shall not include any form of consulting services. The Customer can purchase additional consulting services as desired.
All issues that are qualified as critical by SuperOffice are covered by this Agreement. This type of requests will get priority in the queue and may be answered in English due to the urgency.
Customer may expand the Agreement to cover additional users at any time. The order shall be issued by persons with the authority to commit the Customer. The order is binding for Customer when issued and becomes part of the Agreement upon SuperOffice’s confirmation of the order. The order will be implemented after SuperOffice has confirmed the order. Thereafter, the order is part of this Agreement.
The Customer can reduce the number of users per User Plan for the Software. The reduction of the number of users covered by this Agreement must be done in writing. Reductions will have effect from the end of the current Invoice Interval, under the provision that a written notice of such reduction is sent and received at least 30 days prior to the end of the running Invoice Interval. The reduction shall not involve any form of refund for the already invoiced Agreement Period. If the reduction notice is not issued in accordance with this provision, the Subscription fee will not be reduced until the subsequent Invoice Interval, in which this provision of 30 days’ notice is satisfied.
The Software covered by this Agreement is SuperOffice standard software. SuperOffice’s sole responsibility is that the Software essentially conforms to the way it is presented on the SuperOffice websites and according to the description in the built-in online help.
The Customer shall not be entitled to any rights based on defects if the Customer modifies the Software or has it modified by third parties, unless the Customer proves that the modification is not the cause of the defect.
If the Software does not essentially conform to the above, the Customer is entitled to a remedy of the defects or to receive delivery of a new version of the Software, that essentially conforms to the above. If these attempts fail, the Customer is entitled to a reimbursement of the subscription fees paid for the Software.
SuperOffice does not give any warranty or promise that the functionality of the Software will cover the Customer’s individual requirements or needs. SuperOffice gives neither any warranty nor any promise that interruptions or errors will not occur during the use of the Software and expressly points out to the Customer the possibility of interruptions and errors. If the Customer has notified SuperOffice of errors, SuperOffice will confirm that error correction will start and try to correct those errors in the Software. Corrections of errors may be delivered as part of Updates of the Software.
SuperOffice disclaims all responsibility for damages and losses that might be caused by faults or errors in the Software.
SuperOffice shall under no circumstances be responsible for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed start-up of operation or operational disruption, lost goodwill, deprivation or third-party claims.
SuperOffice is only liable to try to correct errors that SuperOffice has confirmed that will try to correct. Such liability is restricted to the Customers documented direct losses, and such liability shall for the whole lifetime of the Agreement be limited to the compensation for one Agreement Period.
SuperOffice is not responsible for damages or losses that might occur as a result of unauthorized or incorrect use of the Software. No liability can be claimed as a result of faults or errors in the Software, unless expressly stated otherwise in this clause 8 or clause 9 of this Agreement.
If a third party starts legal action claiming that the Software infringes other’s copyright, title or industrial rights in the country in which Customer is domiciled, SuperOffice shall at its own expense defend the Customer’s interest. This will, however, only apply to the extent the Customer immediately notifies SuperOffice of such claims, that SuperOffice gains control of the case and that the Customer co-operates with SuperOffice in the negotiations and potential court proceedings. SuperOffice shall in such case cover awarded legal costs and compensation. No other claims than those stated in this clause may be put forward against SuperOffice as a result of legal defects.
Each party and everyone that on behalf of the Receiving Party receives information (“the Receiving Party”) about the other party (“the Rendering Party”) and its business, relations and other data, which information is marked as confidential information or information which the Receiving Party should have understood that is the Rendering Party’s confidential information, are obligated to not expose such information to outsiders without the Rendering Party’s consent. The Receiving Party shall protect and keep in secrecy all such information that it receives from the Rendering Party. The obligation to maintain secrecy does not apply vis-à-vis persons who are authorized to take note of the information and who have been bound to secrecy by law or by contract or to the extent that it conflicts with protection of the parties' own rights.
Confidential information does not include such information which
a) is in or enters into the public domain or is or becomes generally available (unless as a result of an infringement of this stipulation by the informed Party or one of its representatives);
b) had already been in the possession of the informed party lawfully and without any duty of confidentiality before it received this information from the informed party; or
c) was received from a third party entitled to disclose this information without limitation.
That one of the above exceptions applies has to be proven by the party which pleads the same.
New versions of the Software shall be made available to the Customer as soon as possible after a new version is launched. The Customer shall be allowed to download the Software from SuperOffice’s download service. The Customer should regularly update to the latest version of the Software, at the latest within 12 months of its release.
The monthly subscription fees payable for access to the Software for an Agreement Period are specified in the Initial Order Form from SuperOffice or a certified SuperOffice Partner. The price is calculated on the basis of the total number of users and User Plans in effect at any given time. If the Customer orders additional software products, the Customer shall be invoiced for the period from when the order has been confirmed by SuperOffice to the end of the current Agreement Period. Thereafter, the new Software shall be included in the basis for the calculation of the next Agreement Period, according to the provisions above.
The subscription fees shall be invoiced per Invoice Interval 30 days in advance of a new Agreement Period. The invoice shall cover the period according to the agreed Invoice Interval. The first Invoice Interval shall be calculated with effect from the first day of the month following the Agreement Date.
If the Customer utilizes the Software beyond the limitation of the usage rights in this Agreement, does not pay amounts due, or otherwise does not fulfil the obligations pursuant to the Agreement, SuperOffice shall have a right to terminate the Agreement with immediate effect.
SuperOffice reserves the right to make amendments to the terms and conditions of this Agreement – including the price for subscription to the Software – with 4 months prior notice, with effect from the start of the following Agreement Period.
The Customer recognizes that SuperOffice has a right to include functionality in the Software that locks the Software after a period defined by SuperOffice. In the event that the subscription fee, if applicable the support fee, and/or any other amounts are not paid by the Customer when due, the Software can be locked and made unavailable for use until such amounts, including interest and other potential expenses in relation to the payment default, are paid.
Each party may terminate the Agreement by no less than 30 days prior written notice to the other party at least 30 days prior to the end of the then current Agreement Period, and the termination will have effect from the end of such Agreement Period. If the Customer terminates with effect (notice more than 30 days) before the end of the then current Agreement Period, the Customer will still have to pay for the entire Agreement Period. The termination shall not involve any form of refund of the compensation and shall only indicate that the Agreement will not be extended for a subsequent Agreement Period.
If the notice of termination is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Invoice Interval.
If the Customer is in default with due payments or otherwise does not fulfil its obligations pursuant to the Agreement, SuperOffice shall have the right to terminate the Agreement with immediate effect.
Transfer of data
The Customer will after the Agreement has been terminated still have access to the software. For a period of 2 weeks after termination the Customer will have full access to the Software. After the 2 week period, the software will still be available, but only in read-only mode. Even though the Software is in read-only mode, it is possible to export data. The Customer´s main user (the Administrator) will have access to export data as long as the Customer secures that the Software is installed on hardware that is wholly owned or managed by the Customer.
SuperOffice may assist the Customer in converting data to another format as specified by the Customer. SuperOffice will invoice accrued time as a result of such provision and conversion of data according to SuperOffice prevailing rates for such assistance. Such assistance requires that all outstanding payments are settled by the Customer.
SuperOffice may in whole or in part transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hinder the performance of the Agreement. SuperOffice may in whole or in part let its obligations pursuant to the Agreement be performed by third parties.
The Customer cannot transfer its rights and obligations pursuant to this Agreement without SuperOffice’s prior written approval. Such approval may not be unreasonably withheld.
Processing In order to access the Software, the Customer must provide certain data to SuperOffice, including correct name, contact data and email address of the users. This information is used for individual support and service. In addition, the Customer allows SuperOffice access to user-statistics for the purpose of improving and optimizing the Software. User-statistics do not contain Personal Data, all data are anonymized. The SuperOffice Privacy Statement is available in the SuperOffice trust centre.
Furthermore, SuperOffice shall comply with the relevant provisions regarding data privacy and information security of EU Regulation 2016/679 (the General Data Protection Regulation) on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as implemented in the country of legal venue and governing law ref. clause 18 in the Agreement.
All changes in the Customer’s contact information, including address changes and changes of the Customer’s contact person with the authority to commit the Customer, shall in writing be communicated to SuperOffice.
SuperOffice may with 3 working days’ notice and during normal business hours perform inspections at the Customer’s premises to verify that the Customer’s usage of the Software is in accordance with the provisions of this Agreement. The inspection can be performed by an independent third party which has been committed to confidentiality by law or by agreement. Inspections may be performed twice per Agreement Period. The Customer is not entitled to claim any compensation as a result of SuperOffice’s inspection.
The rights and obligations of the parties under the Agreement shall in their entirety be governed by the national law applicable to the SuperOffice entity which is party to this Agreement; not applicable is the CISG United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980. If a dispute arises in connection with the interpretation of the Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall be referred to the competent courts of law; exclusive place of jurisdiction shall be at the registered address of the SuperOffice entity the Customer is contracting with.
Below is a table with details of which SuperOffice entity the Customer is contracting with and the corresponding governing law and courts.
|If you domiciled in:||Customer is contracting with:||Notices should be sent to:||The governing law is:||The courts having exclusive jurisdiction are:|
|Denmark||SuperOffice Danmark A/S||Delta Park 46, 2665 Vallensbæk Strand, Denmark||Danish||Copenhagen, Denmark|
|Finland and Sweden||SuperOffice Sweden AB||Ynglingatan 14, 113 47 Stockholm, Sweden||Swedish||Stockholm, Sweden|
|Norway||SuperOffice Norge AS||Wergelandsveien 27, 0167 Oslo, Norway||Norwegian||Oslo, Norway|
|Germany||SuperOffice GmbH||Martin-Schmeißer-Weg 3b, 44227 Dortmund, Germany||German||Dortmund, Germany|
|United Kingdom and Ireland||SuperOffice Software Ltd.||Cranfield Innovation Centre, University Way, Cranfield, MK43 0BT, United Kingdom||UK||England and Wales|
|Switzerland||SuperOffice AG||Uferstrasse 90, 4057 Basel, Switzerland||Swiss||Basel, Switzerland|
|Netherlands, Belgium and Luxemburg||SuperOffice Benelux B.V.||Emmasingel 29.41, 5611 AZ, Netherlands||Dutch||Oost-Brabant, locatie Eindhoven,