SuperOffice CRM Online Master Subscription Agreement (MSA)

The Service is operated on SuperOffice-controlled servers and infrastructure and the Customer gets access to the Service via the Internet. SuperOffice retains all rights to all elements that the Service consists of. The Customer is not awarded any license or any usage right beyond what is expressly stated in this Agreement. As an integral part of this Agreement, the Customer shall have the right to receive support as defined in clause 6 of this Agreement.

This Agreement is effective from the date of acceptance. Acceptance is deemed to take place when the Customer starts using the Free Trial or by the Customer entering into a paid subscription of the Service by signing the Initial Order Form and a Data Processing Agreement.

2. Free Trial

If SuperOffice grants the Customer a Free Trial of the Service, one or more of the services will be enabled, free of charge until the earliest of a) the free trial ends after 30 days or b) the date of entering into a paid subscription to the Service. This Agreement also governs the Free Trial.

Please note: Any data entered into the Free Trial Service, configurations made or 3rd Party Add-ons (Third Party Services) activated in the Free Trial will be permanently lost unless Customer signs a standard Subscription Agreement of the same services as in the Free Trial. Data can be exported before the end of the Free Trial Period. When signing up for a standard Subscription Agreement, the Customer may decide whether to start with a new /clean database, or to continue with the data already entered during the Free Trial.

You may not use Free Trial if you are a competitor of SuperOffice without a prior written consent from SuperOffice. Accessing the Service for purposes of monitoring the Service´s availability, performance or functionality, or for any other benchmarking or competitive purposes is prohibited.

3. Definitions

“Agreement date” is the date you sign the Initial Order form. The Customer is from this date a customer and we will enable our Service without unnecessary delay.

“Agreement period” is the current Agreement period you are in. This means the initial Agreement period of 12 months, before it changes to match the Invoice interval you are in.

“Customer Data” shall in this Agreement mean all data that the Customer stores on SuperOffice’s or any of SuperOffice’s sub-contractor’s servers.

“Initial Order form” is used to describe the documents (which include information about number of User Plans, Invoice interval, prices, Data Processing Agreement, etc.) signed when ordering the Service.

“Invoice interval” is the payment period specified in the Initial Order form or when agreed changed, in writing, at later date. Invoice interval can be annual, bi-annual, quarterly or monthly.

“Metered Services” is the term used for measuring system resources consumed by Customer. Such resources can be: storage volume, mass mailings monthly volume or Customer Center unique monthly logins.

“Pay-per-use” is used when actual use of “Metered Services” are exceeding the limits included in the Service.

“Service” means SuperOffice CRM Online - the software-based services that are ordered by Customer via the Initial Order Form or provided under a Free Trial as described.

“Services” exclude content and Third Party Services. “Subscription fee” is the total amount charged for using the Service according to the Invoice interval.

“Third Party Services” means products, services, functionality or content provided by Third Party Service providers. These services are designed to be used in conjunction with the SuperOffice Service and most of them are available in the SuperOffice App Store. Third Party Services are not governed by this Agreement, but requires separate agreements between Customer and Third Party Service providers.

“User Plan” is the name of the plan assigned to an individual user for a specific set of functions.

4. Customer Responsibilities

4.1 Limited right of access to and use of the Service

The right of access to the Service is at any given time limited to the number of Users for which the Customer is subscribing and paying.

If the Customer needs to expand the Agreement with additional Users, the subscription for additional Users shall be ordered from SuperOffice according to the procedure in clause 12.

Subscriptions under this Agreement is limited to the Customer’s employees or consultants who according to an agreement with the Customer are performing services for the Customer. The Customer shall require the users to commit themselves to be legally bound by the terms and conditions included in this Agreement. The Customer shall not allow other persons or entities directly or indirectly to gain access to or use the Service or the documentation, other than what is expressly set out in the Agreement.

The Customer may only use the Service for the Customer’s internal purposes. The Customer is not entitled to perform data processing on behalf of a third party using the Service. The Customer commits to use the Service according to the applicable law and regulations, permissions, limitations and requirements in the Agreement.

The Customer is responsible for the data, materials and the information that the Customer or its Users process with the Service. The Customer shall not use the Service to send illicit spam or otherwise unlawful material using the Service. The Customer shall not store, process or send material containing software viruses and similar harmful computer codes, scripts, files, or programs. Customer must respect all parts of the SuperOffice Public Facing Policy (SPFC, ref. 4.2).

The Customer shall not attempt to gain unauthorized access to the Service or its related networks or systems. The Customer is at all times responsible to not interfere with or disrupt the security, integrity or performance of the Service or the data it contains.

A high speed Internet connection is required for proper transmission of the Services. Customer is responsible for the network connections that connect customer’s network to the Service, including “browser” software supported by SuperOffice. Such infrastructure should support HTTP over Transport Layer Security (TLS). SuperOffice assume no responsibility for the reliability or performance of any connections as described in this section.

In case of breach of these conditions, SuperOffice is entitled to immediately terminate the Agreement and shut down the Customer’s access to the Service with immediate effect. Such actions from SuperOffice shall not release the Customer from the obligation to pay for the whole current Agreement period.

4.2 Public Facing Services

If Customer subscribes to a Service for sending electronic messages (i.e. Mailings) or for the creation and hosting of content on public facing websites, such use is subject to the SuperOffice Public Facing Services Policy (available on the SuperOffice Trust Center). Customer is also solely responsible for complying with applicable law in the use of any cookies or other tracking technologies related to such services.

If SuperOffice is required by a third party to remove Content, or receives information that Content provided by Customer may violate applicable law or third-party rights, SuperOffice may notify Customer which promptly must remove such Content.

4.3 Third Party Services

Customer may integrate Third Party Services (Applications) with the Service. Any acquisition or development by Customer of such Applications, and any exchange of data between Customer and 3rd party, is solely between Customer and the applicable Third Party Service provider. SuperOffice does not warrant or support Third Party Services, whether or not they are “certified” by SuperOffice, unless expressly provided otherwise in an Order Form.

If SuperOffice receives information that a Third Party Service may violate the SuperOffice Public Facing Service Policy, App Store Terms of Use, applicable law or third-party rights, SuperOffice will notify Customer who promptly will have to disable or modify such Third Party Service to resolve the potential violation. If Customer does not take required action in accordance with the above, SuperOffice may disable the applicable Content, Service and/or Third Party Service until the potential violation is resolved.

Customer Data

If Customer chooses to use a Third Party Service with the Service, Customer grants SuperOffice permission to allow the Third Party Service and its provider access to Customer Data as required for the interoperation of that Third Party Service with the Service. SuperOffice is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party Service or its provider. Data Protection Agreements must be signed between Customer and such Third Party Service providers. Customer is responsible for informing Users of any disclosure of their personal data to a Third Party Service provider.

SuperOffice Expander Services

Expander Services contain features and tools designed to interoperate with Third Party Services (i.e. API’s, plugins, CRM Scripts, etc.). To use such features, Customer may be required to obtain a separate license from SuperOffice and sign Expander Services Terms of Service. SuperOffice cannot guarantee the continued availability of such Service features, and may change or cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Service features in a manner acceptable to SuperOffice.

5. Service availability

The Service availability level is 99.8%. The monthly availability percentage is defined as the total number of minutes in a given calendar month minus total number of minutes of Service Unavailability in the same period over the total number of minutes in the period. Service Unavailability is defined as a period of time when the Customers are unable to read or write any data for which they have appropriate permission.

Some type of Service maintenance will result in disruptions in operation of the Service and is not included in Service Unavailability as defined above. To the extent, it is possible; the Customer shall be informed of such maintenance with a sufficient notice. Such maintenance shall preferably be attempted performed outside normal office hours and in such way that the Service is disrupted as little as possible. Nevertheless, the maintenance can be performed with a short notice or without notice and can be carried out during office hours, if this is necessary to correct errors in the Service or to prevent errors in the Service from occurring. The Service availability is dependent upon the use of the Internet, which may be subject to limitations, delays and other problems outside SuperOffice control. Delays, delivery failures or unavailability resulting from such problems are not included in the Service Unavailability as defined above.

If the Service is available for less than 99.8% during a given calendar month and this is caused by a failure in the SuperOffice’s environment, equipment or software, the Customer can claim proportionate reduction of the subscription fee calculated for the relevant calendar month. Other situations, e.g. unavailability caused by communication facilities, external factors or the Customer’s equipment or software, do not entitle the Customer to claim for reduction of the subscription fee.

To be eligible to submit a claim, the Customer shall notify SuperOffice if the Service is unavailable by submitting a new support request on our support center within 5 working days following an incident. The Customer must provide all relevant information of the incident, including, but not limited to, a detailed description, the number of affected users and the location of these users and any attempts made by the Customer to resolve the incident. The calculation of unavailability starts after the Customer has notified SuperOffice thereof or after SuperOffice otherwise becomes aware of the unavailability. SuperOffice will use its best efforts and available information to validate a claim and make a good faith judgment on whether the claim is eligible. SuperOffice will use its best efforts to process a claim within 30 days.

6. Support

The Customer is granted access to the SuperOffice Community where resources for education, help, frequently asked questions, training and inspiration are available. A Forum for communication with all users of SuperOffice CRM is also available.

Support also includes online case submission – via the CRM Online Service or via SuperOffice Customer Community. Our support team works for Customer success Monday thru Friday during normal business hours (8 hours per day / 5 days per week, CET +1) except on public holidays.

Support includes SuperOffice’s best effort in solving software problems based on a detailed description of the problem, provided by the Customer. Finding a solution cannot be guaranteed.

Support shall be made available in accordance with the following guidelines:

Customers with more than five users must nominate a support contact, who will then act as the Customer’s contact point with SuperOffice.
The Customer will use its best effort and most qualified personnel to search 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 be invoiced at the applicable SuperOffice hourly consulting fees. Approval of such invoicing should be made in advance.

The Support only covers the Service when The Service is used in a manner recommended by SuperOffice. The Support does not extend to other applications, configurations, integrations, operating systems and similar. The same applies to Customer’s hardware, internal networks, internet connections or items of peripheral equipment that are independent of the Service.

The Support does not cover repairs to or restore of the content of the databases or issues caused by the Customer.

SuperOffice reserves the right to recommend a training course or consultancy services if the Support takes the form of general training. SuperOffice similarly reserves the right to send the Customer specifications of possible solutions, which the Customer must attempt to implement in order to solve the problem in question.

This Support does not include any form of consultancy services. The Customer may purchase consultancy services in addition to the Support provided according to the Agreement. Such additional consultancy will be made available on a time and material basis on SuperOffice’s from time to time applicable prices.

For more details on the SuperOffice support offering and other programs that enable your success with CRM, visit our customer community or contact us.

7. Breach of Agreement and limitation of liability

There is a breach of Agreement if one of the parties does not fulfill its obligations as defined in the Agreement. It shall not be regarded as a breach of Agreement by SuperOffice if the Service is unavailable as a result of errors, or has reduced functionality, or the Customer achieves poor response time, in the following cases: i) as a result of circumstances outside SuperOffice’s control, or ii) as a result of circumstances related to the Service, if SuperOffice has corrected or made reasonable efforts to correct the error. SuperOffice’ obligation to correct the error only extends to what is reasonable under the circumstances.

SuperOffice does not give any warranty or promise that the functionality in the Software will cover the Customer’s individual requirements, expectations or needs. SuperOffice does not warrant nor promise that interruptions or errors will not occur during the operation of the Service.

The Customer acknowledges that errors may occur from time to time and waives its right to claim compensation because of errors occurring, except as set out above under clause 5.

SuperOffice shall under no circumstances be liable for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill and/or third party claims. SuperOffice is only liable for errors in the Software if SuperOffice does not try to correct errors that SuperOffice has confirmed that will be tried corrected. No warranty is given that the error may be satisfactory rectified. Any 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 the Agreement period when the error occurred. No liability can be claimed as a result of faults or errors in the Software or the Service, unless expressly stated otherwise in this agreement.

8. Legal defects

If a third party starts legal action claiming that the Service infringes other’s copyright, title or industrial rights, SuperOffice shall at its own expense defend itself and the Customer’s interest. This should however only apply to the extent the Customer immediately notifies SuperOffice as soon as it is informed of such claims, that SuperOffice gets full 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 legal costs and compensation awarded against the Customer. No other claims than those stated in this clause can be put forward against SuperOffice as a result of legal defects.

9. Personal Data Processing

SuperOffice will process personal data on behalf of the Customer for the purpose of the Agreement. The parties shall enter a separate Data Processing Agreement (DPA) where Customer is the Controller and SuperOffice the Processor.

In order to access the Service, the Customer must provide certain data to SuperOffice, including correct name, contact data and email address of the users. This information is used for secure authentication and access to the Service as well as individual support and service. In addition, the Customer allows SuperOffice access to user-statistics for the purpose of improving and optimizing the Service. User-statistics does not contain Personal Data, all data are anonymized. The SuperOffice Privacy Statement is available in the SuperOffice Trust center.

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. section 19 in the Agreement.

10. Processing of financial information

In the event that the Customer is a financial institution subject to specific rules and regulations, such rules and regulations shall be regulated in Appendix to the Data Processing Agreement between the parties.

11. Confidentiality

SuperOffice shall secure that everyone who on behalf of SuperOffice receives information about the Customer and the Customer’s business, relations and other data, marked as confidential information, are obliged to not expose such information to third parties without the Customer’s consent. This applies accordingly for the Customer. The Customer shall also provide that everyone that act on behalf of Customer protect and keep confidential all other information that SuperOffice provides to the Customer, or information that the Customer becomes aware of; to the extent that the Customer understands or should have understood that the information is SuperOffice’s confidential information. The obligation to keep information confidential shall remain in force after expiry of this Agreement.

12. Fees and payment

12.1 Subscription Fees

The monthly subscription fees payable for access to the Service are specified on the Initial Order form. The price is calculated on the basis of the total number of users in each User Plan in effect at any given time. If the Customer orders access for additional users and User Plans, cf. clause 12.4 below, the price per user is the then current SuperOffice official price or, if applicable, the agreed price. The Customer shall be invoiced for added users according to User Plans for the period from the time the order has been confirmed by SuperOffice and to the end of the current Invoicing interval. For subsequent Invoicing intervals, added users will be included in the total number of users per User Plan, when calculating the Subscription fee.

The Agreement shall be invoiced per Invoice interval in advance. The invoice shall cover a period according to the agreed Invoice interval. The first Invoice interval shall be calculated with effect from the turn of the month following the Agreement date.

The Customer may change the Invoice interval. The change will have effect from the next Invoice interval. Prices and subscription fees will be adjusted according to SuperOffice´s official price list.

This Subscription Agreement is a continuous agreement that runs until terminated by any of the parties according to the provisions in clause 13.

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.

12.2 Usage Limits

In the Service, some resources/features are limited to a specified usage level. These resources and limits are specified in the official price list (i.e. size of storage, no. of mailings, etc). Usage exceeding these limits, are invoiced on a Pay-per-use principle as a Metered Service in addition to the price of Users/User Plans and added to the subsequent Invoicing interval. Actual and current usage of Metered Services is available for Customer´ administrators in the Service’ Administration module.

12.3 Additional services

Remuneration for other services, such as approved consulting fees, shall be invoiced after the relevant service has been performed and at the agreed prices.

12.4 Amendments to the number of Users

Customer may expand the Agreement to cover additional users at any time. The order shall be issued by the person 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 Service. 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. 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. Downgrading a User Plan to a User Plan with less functionality may cause loss of content, features or capacity of the Service as available to Customer under Customer Account, and SuperOffice does not accept any liability for such loss.

13. Termination of Agreement

Each party may terminate the Agreement. The termination of the Agreement must be done in writing and will have effect from the end of the running Agreement period. If the customer terminates before the end of the current Agreement period, the customer will still have to pay for the entire Agreement period. A written notice of termination shall be sent to the other party at least 30 days prior to the end of the 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 fails to make payments when payments are due, or falls into arrears or otherwise does not fulfill its obligations pursuant to the Agreement, SuperOffice shall have the right to terminate the Agreement with immediate effect. SuperOffice shall have the right to suspend user login, when outstanding payments remain after notice from SuperOffice.

Transfer of data

The Customer will have an option to receive a copy of its data from the Service and must request this from SuperOffice with at least 3 working days prior notice. Upon the termination of the Agreement, the Customer´s main user (the Administrator), will be directed to a web-site where documents in a .zip file and the database in a .bak file can be downloaded. After 30 days following termination, all data belonging to the Customer will be removed from SuperOffice’s servers and facilities, unless SuperOffice is obligated to keep data due to requirements set down in mandatory law.

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.

14. Transfer of rights

SuperOffice can in whole or partly, transfer its rights and/or obligations pursuant to this Agreement, as long as this does not hinder the performance of the Agreement. This should be announced if possible with a 30 days’ notice. The Customer cannot transfer its rights and obligations pursuant to this Agreement without SuperOffice´s written approval. Such approval cannot be unreasonably withheld. SuperOffice may in whole or partly let its obligations pursuant to the Agreement be performed by a third party, and SuperOffice may use sub-suppliers.

SuperOffice is still fully responsible for the Service towards the Customer also when using such sub-suppliers.

15. Customer and user communication

The Customer is obligated to provide SuperOffice with contact details, including full name, email and mobile phone, on primary contacts responsible for system administration, security and agreements. SuperOffice will store contact details on all users of the service. See clause 9 in this agreement, the SuperOffice Privacy Statement and the Data Processing Agreement for further details.

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 be communicated in writing to SuperOffice. The Customer undertakes to provide correct information regarding the User’s identity and a correct and legitimate e-mail address at all times.

The Customer agrees that SuperOffice from time to time may send the Customer and Users relevant and/or important information about the service, unless the Customer specifically asks not to receive such information. Note that because this Service is an centralized online software service, it may be necessary from time to time to send all Customers and Users important information or notifications related to the operation of the Service. Such notifications can be sent all users, regardless of their subscriptions preferences and consents.

16. Modifications to Terms of Service

SuperOffice reserves the right to make amendments to the terms and conditions of this Agreement with 4 months prior notice. If amendments are governed in a clause of this Agreement, the stated prior notice applies. All Customers will be informed of such amendments by email or through the information being made available on SuperOffice’s websites, Trust Center or Customer Community.

17. Intellectual Property and Data Ownership

SuperOffice warrants that SuperOffice is the sole owner and holder of any and all the Intellectual Property Rights required for the delivery of the Service to its Customers. SuperOffice warrants that the SuperOffice software will at all times comply with applicable laws and regulations such as laws pertaining to competition, taxation, corruption and accounting and that SuperOffice has all required regulatory licenses, permits and authorizations to provide the Service.

Customer shall own the Customer Data. SuperOffice shall not acquire any right, title or interest to the Customer Data and SuperOffice shall not use the Customer Data for any other purpose than as strictly needed to provide the SaaS services in accordance with this Agreement.

18. Disputes

The rights and obligations of the parties under the Agreement shall in their entirety be governed by the national law applicable to SuperOffice. 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 ordinary courts of law at the registered address of SuperOffice entity you are contracting with.

19. Who Customer are 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	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