SaaS Software License Terms

1. Aim and Purpose 

1.1 The Company owns or controls software programs known as the “Software Product”, including the Intellectual Property Rights. The Company’s unique methods and knowledge are crucial to its operations. The Company may license its Software Product along with third-party software (e.g., Microsoft), granting the Customer the right to use all included software under this SaaS terms. 

1.2  By downloading, installing, having installed or otherwise using the Software Solution, the Customer accepts this SaaS, and has the rights and obligations below. If the Customer does not accept this SaaS, the Customer is not authorized to install or use the Software Solution.

2. Definitions

2.1 Defined terms and acronyms with capital letters will have the meaning defined under this SaaS and the Schedules. If defined terms and acronyms conflict between this SaaS and the Schedules, the defined terms and acronyms of this SaaS shall take precedence. Definitions apply whether mentioned in singular or plural forms. Below is the agreed meaning of specific terms: 

2.1.1 “Affiliate” shall mean any legal entity that the Party owns, or that owns the Party, or that is under common ownership with the Party. 

2.1.2 “Confidential Information” shall mean any and all non-public information, whether in written, electronic, or oral form, disclosed by the Disclosing Party to Receiving Party in connection with this SaaS, including but not limited to business strategies, financial information, software, source code, object code, algorithms, data, technical documentation, product plans, customer lists, pricing, trade secrets, and any other proprietary or sensitive information, whether marked as confidential or not. Further all information concerning the Software Solution is proprietary to the Company and of a highly confidential and sensitive nature, (i.e. such information is comprised of intellectual property, industrial rights and trade secrets). Confidential Information does not include information that: 

a. is or becomes publicly available through no breach of this SaaS by the Receiving Party;  

b. is lawfully received from a third party without obligation of confidentiality;  

c. is independently developed by the Receiving Party without use of or reference to the Confidential Information; or  

d. is required to be disclosed by law or valid legal process, provided that the Receiving Party gives prior written notice to the Disclosing Party (where legally permissible) and takes reasonable steps to limit disclosure.

2.1.3 “CSP” shall mean Microsoft Cloud Solution Provider Program. 

2.1.4 “Customer Data” shall mean data, including all text, sound, video, or image files, and software, which are provided to the Company, third-party and/or Microsoft by the Customer or on behalf of the Customer while using the Software Solution. 

2.1.5 “Device” shall mean any computer, workstation, mobile device, or other hardware owned, leased or otherwise controlled by the Customer, which is used to access and utilize the Software Solution under this SaaS.  

2.1.6 “Disclosing Party” shall mean the Party disclosing Confidential Information.  

2.1.7 “Effective Date” shall mean the date on which the Subscription is activated, the Customer is granted a License, and the Customer has signed the Order. 

2.1.8 “Enhancement” shall mean an updated version, in the English language, of the unmodified latest standard version of the Software Solution that includes corrective, adaptive, perfective, or preventive changes or upgrades to the standard components of the Software Solution. The Enhancement also includes updates to all major releases of the standard Software Solution, and minor updates at the discretion of the hosting provider. Enhancements are released at the discretion of the Company and apply only to the standard components of the Software Solution, but not to custom changes.

2.1.9 “Hosting Services” shall mean the cloud-based services which is hosted and delivered by Microsoft for hosting the Customer’s data and the Software Solution, including data storage, processing, and access in accordance with this SaaS and the Schedules. 

2.1.10 “Intellectual Property Rights” shall mean all rights, title, and interest in and to the Software Solution, including but not limited to copyrights, trademarks, patents, trade secrets, know-how, designs, software code, industrial rights, accompanying materials, any related or underlying technology, modifications, derivative works, and any other proprietary rights, whether registered or unregistered of the Software Solution. 

2.1.11 “License” shall mean the non-exclusive, non-transferable, revocable, limited right granted to the Customer under an active Subscription, allowing the Customer to access and use the Software Solution in accordance with this SaaS and the Schedules.  

2.1.12 “Material Breach” shall mean a significant violation of the terms of this SaaS or the Schedules that substantially impairs the rights or expectations of the non-breaching party. The Material Breach includes, but not limited to: 

a. The Customer’s failure to pay any undisputed amounts due under this SaaS or the Schedules within thirty (30) days of the due date.   

b. Any use, reproduction, modification, or distribution of the Software Solution beyond the scope of the License or in violation of the Intellectual Property Rights.   

c. Unauthorized disclosure or misuse of Confidential Information in violation of this SaaS or the Schedules.  

d. Significant Defect 

e. Repeated breaches, or failure to amend a breach of this SaaS or the Schedules within thirty (30) days of receiving a written notice from the non-breaching party.  

A breach shall not be considered Material if it is minor, curable within a reasonable time, and does not cause significant harm to the other party.  

2.1.13  "Microsoft Base Software" shall mean any software product, software technology, platform, or cloud-based service developed, owned, and/or hosted by Microsoft, including but not limited to Microsoft Dynamics 365 applications, Microsoft Azure services, Microsoft Power Platform, Office 365, or any other Microsoft-provided software or service that supports or integrates with the Software Solution. This includes all updates, upgrades, enhancements, and associated infrastructure provided by Microsoft in connection with the operation of its cloud-based solutions. 

2.1.14 “Order” means the Customer’s order for the Customer’s initial license for the Software Solution and any subsequent orders submitted online or in written form via e-mail. The Order shall detail, among other things, the number of licenses required for each User, and the Subscription Fees, whereas each Order is to become an integral part of this SaaS. 

2.1.15 “Receiving Party” shall mean the Party receiving Confidential Information.  

2.1.16 “SaaS” shall mean this SaaS Software License Terms, including the Schedules, the Order, which form an integral part of this SaaS. 

2.1.17 “Setup” shall mean the process of configuring and making the Software Solution available to the Customer in accordance with the specifications outlined in each Order.  

2.1.18 “Significant Defect” shall mean a persistent and uncorrected defect that prevents the core functionality of the Software Solution from operating as intended, resulting in substantial business disruption for the Customer. Example of a Significant Defect include: 

a. Loss of core functionality, as deemed by the Company (e.g. the Software Solution becomes completely inoperable and is not fixed within a reasonable timeframe).  

b. Loss or corruption of critical data that is not recoverable.  

c. Security vulnerabilities that expose Customer data to unauthorized access and are not remedied within a reasonable period 

A defect shall furthermore not be considered Significant if it is minor, curable within a reasonable time, and does not cause significant harm to the Customer. Normal bugs, minor errors, or temporary service interruptions that do not materially affect the Customer’s ability to use the Software Solution do not constitute a Significant Defect.  

2.1.19 “Software Solution” shall mean the cloud-based software-as-a-service solution provided by the Company to the Customer, including any third-party software and licenses used and paid for by the Company, as further described in the Order.  The Software Solution is independently developed by and is the property of the Company, including but not limited to all updates, upgrades, modifications and Enhancements of the Software Solution, as well as any copies, software components, translations, changes or items derived or resulting therefrom. 

2.1.20 “Subscribing” shall mean the act of seeking and obtaining a License by accepting this SaaS and the Schedules, completing the required registration and payment process, and taking effect on the Effective Date.

2.1.21 “Subscription” shall mean the time-based right granted to the Customer to use the Software Solution as a service for one or more Units, subject to payment of applicable Subscription Fees.  

2.1.22 “Subscription Fees" shall mean the fees payable by the Customer for the License granted under an active Subscription, as set out in the Order.  

2.1.23 “Units” shall mean a metric for a module within a license (e.g., licensed user seats, devices). 

2.1.24 “User” shall mean any individual or Device authorized by the Customer to access and use the Software Solution under the License, subject to the terms and conditions under this SaaS. 

2.1.25 “Other Specific Software” shall mean any software product, software technology, platform, or cloud-based service developed, owned, and/or hosted by a third party, or any other provided software or service that supports or integrates with the Software Solution. This includes all updates, upgrades, enhancements, and associated infrastructure provided by third party in connection with the operation of the relevant cloud-based solutions. 

3. Grant of the License 

3.1. Upon Subscribing, the Company grants the Customer a License for the duration of the Subscription Term (as defined in Article 11), subject to the terms and conditions of this SaaS and the Schedules.  

3.2. The License is limited to the number of Users specified in the Order. 

3.3. If the Software Solution includes Microsoft Base Software, or Other Specific Software, and the Customer does not have a license for the relevant software, the Company or an authorized partner will provide the Customer with a license from Microsoft through CSP or the relevant third party, subject to this SaaS and the applicable Microsoft or relevant third-party license terms. 

3.4. If the Software Solution is supplied to the Customer by a Partner, the Company is a third-party beneficiary of this SaaS, whereby the Company shall have the right to: (i) enforce the SaaS; and (ii) verify the Customer's compliance with this SaaS. If the law governing this SaaS prevents the Company from being a third-party beneficiary, then the relevant Partner will assign to the Company all rights and claims if may have against the Customer to the extent necessary to indemnify the Company for any loss or damage suffered that would not have suffered if the Company had been a third-party beneficiary. That Partner shall also provide the Customer with a license under the relevant Microsoft and/or third-party license term, cf. Article 3.3.  

4. Scope of the License and its Terms 

4.1. The Software Solution is licensed, not sold. This SaaS only gives the Customer limited rights to use the Software Solution whereas the Customer may only use the Software Solution as expressly permitted in this SaaS and Schedules. The Company reserves all other rights.

4.2. The Software Solution is hosted in the cloud computing platform Microsoft Azure, and in case of the Software Solution supplied through CSP, in the Microsoft Dynamics 365 cloud. 

4.3. The Customer must comply with any technical limitations of the Software Solution and shall use the Software Solution as stated herein, and the Schedules: 

4.3.1. The Customer may only use the Software Solution for its internal business purposes, and in accordance with user instructions and manuals issued by the Company and third-party provider, if any.

4.3.2. The Customer retains all ownership and intellectual property rights in and to the Customer Data.

4.3.3. The Customer shall limit access to the Users.

4.3.4. The Customer shall take the steps and measures necessary to protect the Confidential Information and Intellectual Property Rights of the Company, and to ensure the compliance with the provisions of this SaaS by the Users and other Company’s employees, agents and contractors, which may come in contact with the Software Solution.

4.3.5 The Customer’s rights to use the Software Solution may be revoked if the Customer or their Affiliates do not comply with the terms of this SaaS and the Schedules. 

4.4. By purchasing the License, the Customer expressly acknowledges the following: 

4.4.1. The License is on a per unit (user, device, or other) basis and for a limited term. 

4.4.2. Upon termination of terms or agreements between the Company and Microsoft and/or third parties, the Company may no longer be able to provide the Software Solution as it may be integrated with the Microsoft Base Software and/or Other Specific Software. Under such circumstances the Subscription may be terminated without liability by the Company.  

4.4.3. If the Software Solution is supplied to the End-User by a Partner, it is the responsibility of a Partner to notify the Company if the License should be terminated or changed. If the Company does not receive a notice from a Partner the License automatically renews, cf. Article 11.3  

4.4.4. It is expressly stated that the Company is not responsible for downtime or other interruptions in the service relating to Microsoft Base Software or Other Specific Software, and/or otherwise out of the Company’s reasonable control. 

4.4.5 Microsoft may make certain service level commitments, e.g. uptime guarantees and downtime credit policies, to the relevant Microsoft Base Software. Such service level commitments follow the Microsoft service level agreements for that relevant Microsoft Base Software which the Customer shall be obligated to follow. 

5. Hosting Services 

5.1. The Company shall provide the Hosting Services to store and process the Customer’s data on the cloud infrastructure supporting the Software Solution.  

5.2. The Hosting Services are hosted and delivered by Microsoft, which manages the data centers where the Hosting Services are deployed.  

5.3. The Hosting Services are hosted within the country chosen by the Customer, with the Company monitoring the Hosting Services. Microsoft is responsible for maintaining the Hosting Services and the security of its actual data centers and the cloud services. 

5.4 Within the Company, only a selected group of trusted personnel have access to the production environment, solely for monitoring the Hosting Services and assisting the Customers. The Company monitors all access to the Hosting Services to ensure security. The Customer is responsible for safeguarding its own login credentials.  

5.5 Data at rest within the Hosting Services is encrypted following industry standards. Additionally, all communications with the Hosting Services are protected using HTTPS with TLS encryption, and internal cloud communications utilize secure VPN network connections.  Customer data is backed up automatically, with backups retained for 28 days. All in accordance with the relevant Microsoft terms.  

5.6. In cases where the Customer is responsible for the operation of individual system components, the Customer must ensure that security measures are implemented in an approved manner and in accordance with best practices. The Customer is responsible for the system components operated by the Customer.  

5.7. The Customer must immediately notify the Company of any security breaches that the Customer may become aware of, e.g., hacking attempts, computer viruses, etc. which may cause disturbances or damage the Software Solution. 

5.8 The Customer is responsible for ensuring that the data and information that the Company hosts for the Customer does not violate the provisions of this SaaS, the Schedules, legislation, or the rights of third parties. In the event of such violations, the Company reserves the right to take actions, e.g., to remove or prevent access to the relevant data or information.  

5.9 The Customer shall use the Hosting Services in compliance with the applicable terms set forth by Microsoft and agrees to adhere to these terms at all times. Additionally, to the extent possible in alignment with Microsoft’s terms the Customer is strictly prohibited to use, encourage, advertise, mediate, or instruct others to use the Hosting Services for any illegal or harmful purpose, or for any purpose that violates public decency. The Customer is also prohibited to interfere the use of other customers, which, depending on the circumstances, use the Hosting Services, e.g., do something that causes an abnormally high load on the service, or use the service in a way that adversely affects the Company or its business interests. 

6. Restrictions 

6.1. This SaaS does not transfer, assign, or alter the ownership of the Software Solution or the Intellectual Property Rights. The Intellectual Property Rights shall remain the sole property of the Company or its licensors, as applicable, and are protected by copyright law, as well as other legislation applying to trade secrets and the Intellectual Property Rights. The Customer is granted a limited right to access and use the Software Solution as set forth in this SaaS and the Schedules, without any ownership or proprietary interest being transferred. The Company retains all copyright and other rights relating to the Intellectual Property Rights and protected commercial activities between the Company and the Customer and with respect to the Software Solution.  

6.2. The Customer shall not use the Software Solution unless he has agreed to this SaaS and the Schedules. By obtaining the License, the Customer is granted a right to use the Software Solution solely for its internal business purposes. 

6.3. The Customer shall not, or attempt to: 

6.3.1. copy, modify, adapt, or create derivative works of the Software Solution, or any part thereof; 

6.3.2. translate, reverse engineer, decompile, disassemble or otherwise reduce the Software Solution;  

6.3.3. work around any technical limitations of the Software Solution;

6.3.4. start commercial hosting of the Software Solution; 

6.3.5. publish the Software Solution for others to copy, remove any proprietary notice or labels on the Software Solution; or

6.3.6. resell, distribute, rent, lease, sublicense, grant security interest in, use the Software Solution for commercial hosting, any other external purposes, or otherwise transfer access to the Software Solution (in whole or in part) to any third party nor use it on behalf of or for the benefit of any other party without prior written consent from the Company. 

6.4. The Customer agrees to comply with this SaaS, the Order, the Schedules, applicable laws and regulations in connection with the use of the Software Solution.  

7. Infringements of Intellectual Property Rights 

7.1. The Customer shall notify the Company as soon as practicable after the Customer becomes aware of:

7.1.1. any actual, threatened or suspected infringement of the Intellectual Property Rights, any related material or of any breach of confidence relating to any of the foregoing; or 

7.1.2. any claim brought against the Customer alleging that its use of the Software Solution, infringes an intellectual property or other rights belonging to, or alleged to belong to, the claimant.

7.2. If any such claim as is mentioned in Article 7.1.2 is brought against the Customer, the Company shall use its reasonable endeavors to replace the portion of the Software Solution which allegedly infringes the claimant’s rights with material which does not so infringe or, if that is not reasonably practicable, shall be entitled to:  

7.2.1. require the Customer to cease using the portion of the Software Solution which allegedly infringes the rights of the claimant and give the Customer a proportionate reduction of future fees payable under this SaaS; or  

7.2.2. require the Customer to defend or settle the claim. 

7.3. If the Company requires the Customer to defend or settle a claim in accordance with Article 7.2.2 the Company shall:  

7.3.1. indemnify the Customer in accordance with Article 7.4; and  

7.3.2. be entitled to all damages, costs or expenses which are awarded against, agreed to be paid in settlement by the claimant.  

7.4. The Company shall indemnify the Customer against damages, costs or expenses awarded against, or incurred or agreed to be paid in settlement by the Customer arising out of a claim that the use of the Software Solution supplied by the Company infringes intellectual property or other rights of any other person, provided that the Customer shall:  

7.4.1. fully notify the Company as soon as practicable after the Customer becomes aware of the claim; 

7.4.2. permit the Company to have exclusive control of any negotiations or proceedings in connection with the claim;  

7.4.3 take all reasonable steps to mitigate any loss or liability in respect of the claim; and  

7.4.4 not compromise or settle the claim in any way without the Company’s written consent. 

8. Subscription Fees and Payment Terms 

8.1. The Customer shall pay the Subscription Fees.  

8.2. The Company reserves the unilateral right to review and change the Subscription Fees. Any fee received for the resale of third-party licenses may change due to the exchange rate of the currency in which the purchase takes place and due to changes in the price list of that third party. 

8.3. The Customer shall be solely responsible for all travel and accommodation expenses incurred by the Company’s designated employees in connection with this SaaS or any related Schedules, as further outlined in the Company’s general terms and conditions available at the Legal Center. This includes, but is not limited to, expenses related to the Setup, training the Customer’s employees and/or providing Support Services. 

8.4. Unless otherwise specified, all fees under this SaaS are exclusive of value-added tax (“VAT”), other applicable sales taxes and any withholding tax imposed by any Government. Any such taxes shall be added to the fees and paid by the Customer. 

8.5. All Subscription Fees are non-refundable unless otherwise provided in this SaaS or the Schedules.  

8.6 Payment terms are further outlined in the Order, the invoices for the Subscription Fees, and the Company’s General Terms and Conditions available in the Legal Center. 

9. Maintenance, Update Plan, Services and Support 

9.1. The Company will perform the Setup as outlined in each SOW. The Customer shall provide all necessary support and information required for the Setup. Delivery is considered complete once the Setup has been finalized, and the Customer has been granted access to the Software Solution in the cloud environment. 

9.2. The Company shall maintain the availability and performance of the Software Solution, including applying necessary updates, fixes, and enhancements. Scheduled maintenance may be conducted with prior notice to the Customer, and the Company shall endeavor to minimize any disruption to the Customer’s use of the Software Solution.  

9.3. The Company, or as applicable, the relevant partner re-selling the Software Solution, is the Customer’s first point of contact in respect of queries, complaints and technical support and will give as much assistance as practically possible, within this SaaS and the Schedules.

9.4 The Customer can request additional support services in the Software Solution through a separate agreement, for a fee. The Company’s obligation to provide support services is limited to the latest standard versions of the Software Solution and one immediately prior version. 

9.5 The Customer can request product training by the Company at the Customer’s local premises, or via telephone, via internet, meeting or other methods available for remote assistance on the use, maintenance and support of the Software Solution and such other matters as shall be determined by a separate agreement between the Parties, for a fee. The Company may provide training/demonstration materials, and other technical materials for the Software Solution, such material to be supplied in the English language. 

9.6. The Customer is entitled to the Enhancements. The Company will keep the Customer fully informed of any available upgrades or improvements. Custom change or customization of the Software Solution paid separately by the Customer shall be updated with general updates of the Software Solution.

9.7. Training of the Enhancements, custom change, customization, or updates is not included in the License. 

9.8. The Company shall further provide Services and Support Services in accordance with the terms in the Company’s Service and Support Service Terms set out in the Legal Center. 

9.9. The Company may update or modify the Software Solution at its sole discretion, provided such updates do not materially degrade the functionality of the Software Solution. For example, the Company may from time to time, alter the specifications of the Software Solution, or deviate from such specifications; provided, however, that no such alteration or deviation in the Software Solution, or major component thereof, which affects the form, fit or functional interchangeability of the Software Solution shall be made without prior written notice to the Customer.  

10. Confidentiality and Validation

10.1. Each Party agrees to protect the other Party’s Confidential Information and use it solely for purposes of this SaaS. The Receiving Party shall use the same degree of care as it uses to protect its own Confidential Information and with no less of a reasonable degree of care to maintain the Confidential Information of the Disclosing Party.

10.2. During or after the SaaS Term in perpetuity the Customer will not use, disclose or otherwise permit any person or entity access to any of the Company’s Confidential Information other than as required to perform this SaaS and the Schedules.

10.3. The Customer must keep records relating to its use of the Software Solution. At the Company’s expense, the Company may verify the Customer’s compliance with this SaaS at any time upon thirty (30) days’ notice. The Company may engage an independent auditor under nondisclosure obligations to perform the verification. The Customer must promptly provide any information and documents that the Company or the auditor reasonably requests related to the verification and visual access to systems running the Software Solution. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance. 

11. Term and Termination 

11.1. The Subscription shall commence on the Effective Date and shall be valid for a fixed term of twelve (12) months (the “Subscription Term”). 

11.2. If the Company, or authorized partner, provides the Customer with a license for Microsoft Base Software or Other Specific Software, cf. Article 3.3, the Customer agrees to be bound by the term of the applicable license.  

11.3. The Subscription must be cancelled, recalculated, or the underlying Licenses reduced no later than thirty (30) days prior to the last day of the Subscription Term; otherwise, the Subscription shall automatically renew for an additional twelve (12) months, under the same terms.  

11.4. If the Subscription is cancelled during the Subscription Term the Customer shall remain liable for payment of the full Subscription Term, whether the Customer acquired the Subscription through the Company or a re-selling partner.  

11.5. The number of Licenses or modules under the Software Solution may be increased during the Subscription Term, for additional fee per License but may not be reduced. Any Licenses or modules added during the Subscription Term shall align with the existing Subscription Term, meaning they will expire and renew on the same date as the original Licenses and modules, ensuring a unified renewal cycle and avoiding staggered expiration dates. 

11.6. This SaaS shall commence on the Effective Date and shall remain in effect during the Subscription Term or until this SaaS is terminated (the “SaaS Term”). 

11.7. This SaaS, and therefore the Subscription, can be terminated in accordance with this Article 11 or as set forth in the Schedules.  

11.8. In addition to any other rights and remedies in the Schedules or at law, the Company shall be entitled to terminate this SaaS forthwith by giving written notice if: 

11.8.1. the Customer commits any breach of this SaaS, and if the breach is capable of remedy, the Customer fails to remedy it within thirty (30) days after being given a written notice describing the breach and requiring it to be remedied; 

11.8.2. due to Material Breach of this SaaS or the Schedules; 

11.8.3. the Customer becomes directly or indirectly involved in the design, development, manufacture and/or distribution of any products which compete directly or indirectly with the Software Solution; or 

11.8.4. the Customer ceases its activities or becomes subject to any form of insolvency procedure under any law, including but not limited to bankruptcy and suspension of payment. 

11.9. Upon termination of this SaaS, for any reason, the Customer loses the right to use the Software Solution and have a limited period to retrieve their data from the service. After this period, the Customer will not have access to the Software Solution, Microsoft or relevant third party may delete the data associated with the Subscription. The Customer is advised to back up its data before initiating termination to prevent data loss. Upon termination the Customer must delete or destroy the Company’s Confidential Information and cease using any properties owned by the Company. The Customer shall submit a written confirmation once it has been deleted or destroyed. If the Customer continues to use properties owned by the Company, the Customer could be held liable for infringement.

11.10. If the Software Solution is supplied to the Customer by a Partner, the Company may terminate the Subscription on account of a Partner’s non-payment or legal/regulatory reasons, or as otherwise permitted by this SaaS or the Schedules. If the Company terminates the Subscription for any such reason, the Company will stop billing that Partner for the Subscription. If a Partner cancels the Subscription, the Company will not provide the Customer a refund or credit after the Customer has been provisioned with the Subscription.

11.11. The following rights and obligations shall survive any termination or exercise of rights necessary to permit their complete fulfilment or discharge: 

11.11.1. The Company’s right to receive or recover, and the Customer’s obligation to pay any fees or other sums payable under this SaaS and the Schedules which are vested in, accrued or accruable at the time of termination or exercise of such rights.  

11.11.2. Any rights or remedies of the Company towards the Customer under this SaaS and the Schedules with regard to any cause of action or claim of the Company, whether or not accrued at the time of termination, arising from the Customer’s breach of or failure to perform any obligation under this SaaS and the Schedules.  

11.12. In addition to the rights and obligations which survive as expressly provided in this SaaS and the Schedules, any provisions that, by their nature should remain in effect shall survive termination or expiration thereunder. 

12. Warranties and Disclaimers 

12.1. The Company only offers warranties for the Software Solution as explicitly stated in this SaaS. 

12.2. If within ninety (90) days of the Setup, the Customer documents a significant error preventing vital business functions, the Company will, at its discretion and no charge, either 1) provide a new error-free version 2) correct the error. This is the Company’s sole obligation for any errors in the Software Solution, and no other claims can be made against the Company for such errors. Error corrections might take the form of workarounds that minimize the error's impact. This limited warranty shall be rendered void if failure is due to misuse, abuse, or unauthorized modifications of the Software Solution by anyone other than the Company, or third-party authorized by the Company. No additional warranties are provided or implied, including any for special purposes. 

12.3. Except as expressly stated in this SaaS, the Software Solution is provided “as is”. The Company disclaims all express and implied warranties, including but not limited to performance, quality, merchantability, durability, fitness for purpose, and freedom from defects or errors. The Company further does not warrant that the Software Solution or its servers are free from viruses or other harmful components.   

13. Limitation of Liability 

13.1. To the fullest extent allowed by law, the Company will not be liable to the Customer by reason of any representation for any direct, indirect or consequential losses, costs, expenses or damages arising from or related to this SaaS, including lost profits, business interruption, or loss of business information, regardless of negligence or other fault. This applies even if the Company was aware of the potential for such damages.

13.2. The Company’s liability for direct damages, regardless of the cause whatsoever, shall be limited to the Subscription Fees paid by the Customer during the current Subscription Term preceding the claim. 

13.3 Any claims under this SaaS must be made within one (1) year after the Effective Date.  

14. Notices

14.1. All notices contemplated herein shall be sent in writing by electronic mail (“e-mail”), or via certified mail, confirmation of receipt required, addressed to the contacting party as stated in the Order. 

14.2. The Customer will give the Company prompt written notice if the Customer becomes insolvent, enter bankruptcy, reorganization, composition or other similar proceedings, whether voluntary or involuntary, or admit in writing its inability to pay debts, or make or attempt to make an assignment for the benefit of the creditors. 

14.3. Notices will be deemed delivered on the date shown on the postal return receipt or on the courier confirmation of delivery or upon the date of receipt in case of e-mail. 

15. Data Protection 

15.1. Insofar as the Software Solution provided by the Company to the Customer may be considered processing of personal information by the Company on behalf of the Customer in the context of Act No. 90/2018 on Data Protection and the Processing of Personal Data (the “Data Protection Act”), and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR”), the Company may require the Customer to agree and finalize a Data Processing Agreement governing such processing as required by article 25 of the Data Protection Act and article 28 of GDPR.

15.2. Regarding the Company’s processing of personal data, a reference is made to the Company’s Privacy Policy set out in the Legal Center. 

15.3. The Customer Data will be used only to provide the Customer the Software Solution and services including purposes compatible with providing those services. The Company will not use the Customer Data or derive information from it for any advertising or similar commercial purposes. The Customer retains all right, title and interest in the Customer Data. The Company acquires no rights in the Customer Data, other than the rights required by the Company to provide the Software Solution and services. 

15.4. The Company will not disclose the Customer Data outside of the Company or its Affiliates except (i) as the Customer direct, (ii) as described in this SaaS and the Schedules, or (iii) as required by law. 

15.5. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, compliance with applicable laws and regulations, reliability, appropriate and ownership of all the Customer Data. The Customer agrees to provide any notices and obtain any consents related to its use and the Company’s provision of the Software Solution and services, including those related to the collection, use, processing, transfer and disclosure of personal information.

15.6. The Customer agrees to provide notification to the User of the Software Solution that the Customer Data may be processed for the purpose of disclosing it to law enforcement or other governmental authorities and agree to obtain the User consent for the same. 

15.7. The Customer’s ability to access and extract the Customer Data is in accordance with Microsoft data retention policy. If the Customer is provided with a demo license or a free trial for the Microsoft Base Software, Other Specific Software, or the Software Solution such demo license or free trial shall be in accordance with the applicable terms and policies. This SaaS shall apply for the demo license of the Software Solution as applicable, whereas such demo license is provided for sixty (60) days. Access and extraction due to demo license or free trial shall be in accordance with Microsoft data retention policy and their terms on demo license or free trial. 

16. Miscellaneous 

16.1. This SaaS, and the Schedules, constitutes the entire terms between the Parties and supersedes all prior agreements, terms or understandings. Confidentiality and proprietary rights protections from previous agreements and terms remain in effect, as do any outstanding financial obligations. 

16.2. If any provision hereof is determined by a competent tribunal to be illegal or unenforceable, it shall be deemed modified to the minimum extent required by law while preserving its intent, and all remaining provisions shall continue in full force and effect.  

16.3. This SaaS shall not be deemed to create any partnership, joint venture or employment relationship between the Parties. 

16.4. The individual accepting and agreeing to this SaaS, the Order and the Schedules on behalf of the Customer represents and warrants that they have the authority to bind the Customer to this SaaS, the Order and the Schedules. If the individual does not have such authority or does not accept this SaaS and the Schedules, the Customer is not authorized to access or use the Software Solution, and the individual may be deemed liable. 

16.5. The Customer cannot assign, mortgage, charge, or otherwise transfer or sub-license any of their rights or duties under this SaaS and the Schedules without the prior written consent of the Company. The Company can assign, mortgage, charge, or otherwise transfer and sub-license its rights or duties subject to this SaaS and the Schedules without the prior written consent of the Customer.

16.6. In the event of conflict between the articles of this SaaS and the Schedules, the articles of this SaaS shall prevail.

16.7. The Company reserves the right to amend this SaaS, providing at least thirty (30) days’ notice via the Company’s website, email to the Customer, or a notification within the Software Solution. By continuing to use the Service after the amendments take effect, the Customer agrees to be bound by the updated terms. 

17. Governing law and disputes 

17.1. This SaaS is governed by the law of Iceland.

17.2. In the event of a dispute between the Parties, that cannot be resolved, shall solely be resolved by the District Court of Reykjavik.  

17.3. Notwithstanding the foregoing, the Company reserves the right to seek and obtain injunctive relief, whether in the form of a temporary restraining order, preliminary injunction, injunction to enforce an arbitration award, or other order of similar import, including obtaining full payment of all fees and costs under this SaaS and the Schedules from any court of competent jurisdiction (e.g. local courts at the Customer’s place of residence). 

17.4. The Customer’s remedies against the Company in connection with the Software Solution, this SaaS, or any related services shall be limited to the right to recover damages, if applicable, through legal action. The Customer expressly waives any right or remedy to rescind, enjoin, restrain, or otherwise impair in any manner the Company’s work, production, business operations, the Intellectual Property Rights, or any exploitation thereof, including but not limited to the development, licensing, hosting, distribution, advertising, or other use of the Software Solution, any updates, modifications, or related services.