MACS February 2023

Assignment	Specific project agreed between the Customer and SuperOffice as further described in an Assignment Agreement signed by the Parties.
Assignment Agreement	An agreement describing the terms and conditions relating to a specific Assignment.
Ad Hoc Services	Services from time to time requested by Customer on an ad hoc basis, and which are deemed unsuitable for being handled by a specific Assignment Agreement.
Services Description	A Service Description is a document that includes descriptions of the functional and nonfunctional properties of the services, interfaces, and the legal and technical constraints or rules for its usage.
Confidential Information	Shall have the meaning set out in Section 14.
Consulting Services	Services to be rendered by SuperOffice prior to, during and after implementation of SuperOffice software modules, such as: - Value-, KPI-, Design,- workshops - Process design specifications - Configuration of Customer’s solution - Customization of Customer’s solution - Integration with other systems in Customer’s system landscape - Data migration - Training
Framework Agreement	This framework agreement with appendices, which governs the terms and conditions for the Customer’s call offs of Consulting Services from SuperOffice as further set out herein.
GDPR	Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Governance Model	Administrative Model for cooperation between SuperOffice and Customer, as further described in Section 6.
Party	Each of SuperOffice and the Customer jointly referred to as Parties.
MSA	SuperOffice CRM Online Master Subscription Agreement https://www.superoffice.com/trust-center/agreements/msa/

2. Scope of Agreement

SuperOffice provides Consulting Services prior to, during and after implementation of SuperOffice CRM Software modules. This Framework Agreement describes general terms and conditions for Consulting Services delivered by SuperOffice. This Agreement is effective from the date of acceptance, or from the date the Customer receives ad-hoc Consulting Services (as applicable in each case) . Acceptance is deemed to take place when the Customer signs an Assignment Agreement.

Specific Assignments requested by the Customer from time to time shall be described in a separate Assignment Agreements as agreed between and signed by the Customer, shall be appended hereto.

The Framework Agreement also regulates ad-hoc Consulting Services for which an Assignment Agreement is deemed unnecessary.

3. Duties of SuperOffice

SuperOffice shall perform the Assignment in accordance with scope, requirements and indicative project plan as described in the applicable Assignment Agreement.

SuperOffice will also from time to time provide ad hoc services requested by the Customer according to the procedure described in Section 4.

SuperOffice shall deliver the Consulting Services in a manner consistent with generally accepted industry standards and shall use its commercially reasonable efforts to perform in accordance with the terms and conditions of Assignment Agreements. SuperOffice undertakes that the Services will be performed with reasonable skill and care, but SuperOffice does not warrant that the Customer's use of the Services will be uninterrupted or error-free.

SuperOffice is not responsible for any delays, delivery failures, or any other loss or damage resulting from the use of Services or transfer of data.

SuperOffice shall cooperate with the Customer in good faith and shall attend to the interests of the Customer.

Requests from the Customer shall be replied to without undue delay.

SuperOffice shall, without undue delay, give notice of circumstances that SuperOffice understands, or ought to understand, may be of relevance to the completion of the Assignment, including any expected delays.

4. Ad hoc service

The Customer may request payable ad hoc assistance from SuperOffice without a formal Assignment Agreement.

Normally, the following procedure applies:

A named, responsible representative from the Customer takes contact with its dedicated Account Manager to explain the assistance needed.
The Customer’s Agreement Responsible reverts with a cost estimate, and a time schedule for delivering the assistance.
The Customer’s Agreement Responsible representative confirms by email.
SuperOffice delivers the assistance.

Ad hoc services will be invoiced according to terms described in Section 9.

5. Duties of the Customer

The Customer shall contribute to the completion of the Assignment in good faith. The Customer shall perform its responsibilities according to the relevant Assignment Agreement. Delayed or poor performance in deliveries by the Customer may cause delays and costs in the project for which SuperOffice may not be held responsible.

The Customer shall provide correct and timely information as requested by SuperOffice.

Requests from SuperOffice shall be replied to without undue delay.

The Customer shall, without undue delay, give notice of circumstances that the Customer understands, or ought to understand, may be of relevance to the completion of the Assignment, including any expected delays.

The Customer shall timely pay all fees to SuperOffice, as detailed in the relevant Assignment Agreement.

6. Meetings and form of communication

The parties may use the SuperOffice standard governance model to be used by the Parties during the term of this Framework Agreement or agree on an alternative governance model.

Each Party may, if it deems it necessary, convene a meeting with the other Party to discuss the contractual relationship and how the contractual relationship is being handled. Such meeting may be convened with no less than three (3) working days’ notice.

All notices, demands or other communications relating to the Agreement shall be submitted iby email , unless the Parties have agreed a different procedure in specific Assignment Agreements.

7. Term of Agreement, termination

This Framework Agreement shall be in effect from time of signature by both Parties, and until terminated by either Party with 30 days prior written notice to the other Party. Each ongoing Assignment Agreement shall continue on the terms and conditions included herein until the agreed Consulting Services have been delivered and paid for. Section 9 and 10 continue to be in effect after termination of the Agreement.

In case of a material breach by a Party or if a Party becomes insolvent or files or has filed against it a petition in bankruptcy, the other Party may terminate this Framework Agreement without notice and with immediate effect.

8. Cost, terms and conditions

The Customer shall pay SuperOffice the fees set out in the specific Assignment Agreements.

SuperOffice may adjust the price conditions for Consulting Services. Any adjustment for ongoing Assignment Agreements shall be notified on e-mail to the Customer contact person at the latest 90 days before the adjustment comes into effect. Such adjustments come into effect from start of the Payment period following such notification.

Assignment Agreements may either be on a time and material basis or on a fixed price basis, which shall be agreed upon in each specific Assignment Agreement. Assignment Agreements can be used for services that are delivered on a one off basis, or they can be used for recurring services that are conducted on a continued basis and automatically renewed.

If a specific Assignment Agreement is based on a fixed price, or if an estimate of a time and material project has been provided by SuperOffice, this will be based on certain assumptions reflected in the relevant Assignment Agreement. If any such assumptions over which SuperOffice does not have control changes, SuperOffice is entitled to re-estimate the fixed price /and or re-estimate to reflect the impact of such changed assumptions.

9. Invoicing

All fees and disbursements shall be invoiced at the times set out in the relevant Assignment Agreement. Fees based on time and material shall be invoiced in arrears on a monthly basis, unless otherwise agreed in a specific Assignment Agreement. The invoiced amount shall in such a case cover the time spent up to the invoicing date, as well as any reimbursement of expenses incurred over the same period.

Fees based on an agreed fixed price will be invoiced according to payment schedule as set out in the relevant Assignment Agreement.

All invoices relating time and material projects shall be based on hours recorded on an ongoing basis shall be accompanied by a detailed specification of the hours accrued. Disbursements shall be specified separately.

If the Customer fails to make payment by the agreed time, SuperOffice shall be entitled to claim interest on any overdue amount.

The Customer accepts that all sales documents and reminders are sent electronically. When SuperOffice has not been provided with an option to email or e-invoice the sales document, SuperOffice is according to local legislation required to send the sales document per post. In these cases, SuperOffice will charge an invoice fee per sales document.

10. Intellectual property rights

Unless explicitly stated in a specific Assignment Agreement, SuperOffice retains all intellectual property rights to the software, documentation and all deliverables provided by SuperOffice in accordance with this Framework Agreement. The Customer does not receive any right (other than the right to use, alter or amend for the Customer’s own purposes) to such software, documentation or deliverables beyond what is explicitly stated in the relevant Assignment Agreement. The Customer may not reengineer, modify, transfer or commercially exploit our Services deliveries. The Customer shall diligently assist SuperOffice and cooperate with SuperOffice to protect SuperOffice’s Intellectual property rights.

The Customer retains all rights to the data provided by the Customer, and the Customer data shall be and remain the sole and exclusive property of the Customer. SuperOffice will use such data only to the extent necessary in order to provide the Consulting Services to the Customer.

11. Legal defects

If SuperOffice, in the performance of Consulting Services, according to a final judgement by a court of competent jurisdiction, or according to a final settlement approved by SuperOffice, infringes any copyrights or other intellectual property rights of third parties, SuperOffice will be obliged to secure the missing rights or secure a service for the Customer of at least equal quality.

If a third party claims the Consulting Service’s defect in title to the Customer, the Customer must inform SuperOffice in writing as soon as possible. SuperOffice will handle the claim at its own expense and indemnify the Customer. The Customer must, to a reasonable extent, assist SuperOffice with this.

12. Order of Precedence

In the event of a conflict between the terms and conditions included in the body of agreements between SuperOffice and Customer, the order of precedence shall be: (a) MSA; (b) the Order Forms (c) The Master Agreement for Consulting Services (d) the respective Assignment Agreement relevant in each case.

The Master Agreement for Consulting Services takes precedence over Assignment Agreements and Service Descriptions unless explicitly described exceptions to this Master Agreement.

13. Breach of Agreement - Liability

The Services might include use of third party services or solutions: (eg. Microsoft, Google, SuperOffice Appstore components). SuperOffice is not liable for the content, use of, or interaction with such third party services.

There is a breach of the Framework Agreement if one of the Parties fails to perform its obligations under the Framework Agreement, or an Assignment Agreement as applicable in each case, and this is not caused by circumstances relating to the other Party or by force majeure.

A Party is entitled to claim compensation for direct, documented loss that the Party suffers as a result of the other Party’s breach of the Agreement.

A Party is not liable for indirect or consequential losses such as lost profit, losses caused by delayed start or disruption of production, deprivation or losses caused by lost data or third-party claims.

The Customer’s maximum entitled compensation is limited to the amount equal to the paid compensation of the affected Consulting Services under the Agreement for the last 12 months. This limitation also applies for any potential recourse claims from the Customer in accordance with GDPR article 82 (5), when the Customer has compensated to data subject in accordance with GDPR article 82 (4) for material or non-material damage.

These limitations shall not apply if a Party has acted with gross negligence or willful misconduct.

14. Data protection and Confidentiality

Data protection and Confidentiality is governed by the SuperOffice DPA/NDA for Support & Consulting Services which can be found at www.superoffice.com/trust-center/agreements/dpa-s

15. Disputes and governing law

Any disputes regarding the effect, content or completion of this Agreement shall primarily be resolved by negotiations. If such negotiations do not succeed, each Party may file suit at the ordinary courts of law.

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	Phoenixseestrasse 17, 44263 Dortmund, Germany	German	Dortmund, Germany
United Kingdom and Ireland	SuperOffice Software Ltd.	The Pinnacle, MK9 1BP, Milton Keynes, United Kingdom	UK	Milton Keynes, UK
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, the Netherlands

SuperOffice Consulting Service Master Agreement (MACS)

Terms of Service

Contents

1. Definitions