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AGB - Easy Life 365

AGB

0 1 – EASYLIFE 365 GENERAL TERMS AND CONDITIONS


Introduction


These general terms and conditions (”Terms”) are applicable to the deployment of the contractual software as a Service EasyLife 365 (“Product”) for use by the purchasing party (“Customer”) via a data network for a contractually limited period of time as well as associated Microsoft cloud related services (”Service”) the Product relies on. The Product is provided by Experts Inside (”Provider”). The Product will always be delivered by the Provider, while Re-distribution and 1st level support might be in the responsibility of a registered reselling 3rd Party (“Reseller”).

Whether the purchasing party will use the Software via their own, self-managed environment or via the Provider’s SaaS environment is specified in the Order Confirmation. 

The provider is the owner and holder of the rights to the Software (or is authorised to operate the Software in the cloud). He deploys the Software via a data network. The use of the Software by the Customer takes place via remote access with mobile or fixed end devices of the Customer. However, the Software is not installed on the devices of the Customer. Matters regarding pricing, schedule and delivery are agreed upon in a separate order confirmation (”Order Confirmation”). The Order Confirmation defines the Level of Service, Licensing, Pricing and any additional Services the Customer might have ordered.  



1 Product Delivery

The Provider or the Reseller enable the Product, specified in Order Confirmation, in the Customer’s environment.  Any additional Service, be it consulting, training, or any service other than enablement of the SaaS Product in the customer’s environment need to be agreed on separately. Self-managed installations in the Azure environment of the Customer need a separate Agreement, this can be done only by the Provider, Resellers are entitled to enable the SaaS Product only.

2 Pricing and Terms of Payment

The remuneration to be paid for Software and Service and the terms of payment are defined in the Order Confirmation or its attachments. The remuneration consists of a licence fee and if separately ordered, a fee for the services to be rendered. Unless specified otherwise, the Provider invoices licensing fees on an annual subscription model, each year based on the actual amount of Microsoft Teams licenses possessed by the Customer. Exceptions might apply (i.e. large amount of F-Licenses, Students Licenses etc. to be defined in the proposal phase).

Non-product malfunction or bug related Customer support (i.e. how to customize or use the product as well as rollout or handling related questions), extensions and other possible work not included in the subscription fee needs to be ordered by the Customer or Partner separately and is invoiced based on time and Material according to a separate proposal. 

The Customer can change the extent of the Service or the number of users of the Software by contacting the Provider or Reseller. Any changes that increase the price value of the Agreement are invoiced at the time of ordering such changes, large License increase (i.e. in a Merger and Acquisition situation) will be invoiced pro rata temporis within the actually running subscription and it’s timeframes.

All prices exclude VAT and payment conditions are within thirty (30) days. Penalty interest is accrued according to the rules set by the Swiss Code of Obligations. The Provider reserves the right to adjust prices due to general inflation or by the increase of prices of third-party license providers. All price adjustments become effective automatically at the next renewal phase of the yearly subscription  and is notified at least 3 month in advance. For new subscription offers, the new pricing is applied immediately after such price change communication. The Customer can cancel the running subscription by its end date if he does not agree to such price change.

3 Installation, Configuration and Testing

Only changes that have been published and documented on the official Docs and Roadmap Website https://docs.easylife365.cloud are implemented to the Software. There is no option for any customer-specific changes, alterations, or integrations within the core Product.  Nevertheless, there is an option to buy or develop individual Functions that can be addressed over the standard EasyLife 365 Webhooks. For more details, please refer to the official documentation. For Implementation there is a standard configuration task for the Provider or the Reseller to enable EasyLife 365 into the Customers environment. Through these standard tasks it is verified, that the Product is working according to the Product description. All additional consulting or development must be agreed separately.

After the Provider or Reseller has informed the Customer that the Software is ready for approval, the Customer must perform acceptance testing within 14 days. The Customer must immediately inform the Provider or the Reseller in writing of every error that has occurred. Errors that do not substantially disturb the usage of the Software do not prevent the acceptance of delivery. However, the Provider is still obliged to fix such errors without unnecessary delay. 


The delivery will be regarded as accepted if the Customer:

A: does not send a written notification about the errors or deficiencies that substantially disturb the usage of the Software within 14 days after the Provider has informed the Customer that the Software is now ready to be used by the Customer

B: has taken the Software into production 

4 General Responsibilities of the Customer

The Customer shall perform all tasks necessary for the product to work properly (i.e. grant correct access rights etc.) as stated in the documentation or advised by the Provider or Reseller. A description of Access is given on the official documentation page and when granting respective access to the Product at implementation stage.

The Customer is solely responsible for all Microsoft 365 matters and must makes sure, his environment is properly secured and set up according to the Microsoft Best Practices. The Product will only use Microsoft APIs and Services, and therefore requires proper functioning of the Microsoft 365 environment. Product errors that arise from misconfiguration of the product itself or the Microsoft 365 Platform and its services, will not be handled within the Support liability of the Provider or Reseller.

Before transmitting data and information to the Provider or the Reseller, the Customer shall check any Files them viruses and use state-of-the-art virus protection programs.

5 Warranty

The Provider will resolve, free of charge, all errors that disturb the use of the Product and the Customer has notified the Provider about within three (3) months after the Service has been accepted or taken into production. The resolving of the errors can also happen by bypassing the error or by providing the Customer with instructions on how to bypass the error, given that this can be done without substantial disadvantage to the Customer. The warranty of the Provider does not include resolving errors that are caused by using the Product against the Agreement or instructions given by the Provider or the Reseller, or errors that have been caused by third-party products, solutions, changes or fixes, for which the Provider is not responsible. The warranty of the Provider covers only errors and it does not include any new features, requests, wishes or changes to the system. 

The Provider can neither guarantee that the Product is free of errors nor that it can be used without interruption. In particular, the Provider is entitled to suspend access for urgent maintenance work outside the agreed maintenance windows. Maintenance Windows that lead to interruption will be announced at least one month in advance. The proper operation of the Software in connection with third party software other than Microsoft Office 365 is not guaranteed.

The Provider ensures that components installed to the Product are tested according to best practices and that data owned by Customer and stored in the Product is controlled according to generally accepted practices aligned with ISO 27018 and GDPR Compliance. EasyLife 365 only stores a very limited set of data, details can be found in the official data protection documentation.

This provision governs the warranty granted by the Provider in an exhaustive manner and any further warranty of the Provider is expressly excluded.

6 License and Intellectual Property Rights

All Intellectual Property Rights (IPR, i.e. copyright, trademarks etc.) and all the other immaterial rights to the Product and it’s Software are the property of Expert Inside.  On grounds of the Agreement, the Customer and Partners have the non-exclusive right to use the Product and other materials (i.e. user manual, documentation etc.) provided by the Provider in the agreed manner with as many users as the Customer and the Provider have agreed upon in the purchase order or the proposal. The Customer does not have any right to sell or in any other way transfer the rights or material they have received through this Agreement. Resellers must set in place a Reseller / Redistributor Contract separately but still are not in any way part of any IP, Software or Code Snippets of the Product or Experts Inside.

If a third party disputes the ownership and/or the rights of use to the Software/Product, which is provided to the Customer by the Provider based on this Agreement, the Customer must inform the Provider immediately of the claim asserted by the third party. The Customer authorizes the Provider to conduct and settle the legal dispute alone, in particular also by means of a settlement. The Customer supports the Provider in this respect and follows his instructions.


7 Updates and Changes

Experts Inside will regularly make changes or fixes to the Product. The Product is offered through the Provider’s environment, and therefore all changes are served simultaneously to all customers and the Customer cannot decline such changes. The Provider is not obliged to install or configure changes or fixes to the Product deployed into the Customer’s azure environment (self hosted), if it is not otherwise agreed in the terms concerning warranty in these Terms. Normal self hosted updates are deployed every 6 months, different deployment cycles have to be agreed on separately. The Provider will publish all changes to the EasyLife 365 Insiders Instance first where it can be tested by the customer’s test installation (this is not mandatory). In a second phase, the Insiders updates are deployed to Production and documented in the Documentation web https://docs.easylife365.cloud. The customer is obliged to look up changes in documentation, there is no separate information channel in place. 

8 Service Level

The Service is available 99,9 % of the time. Availability is calculated according to the following formula:


𝑚𝑖𝑛𝑢𝑡𝑒𝑠 𝑖𝑛 𝑡ℎ𝑒 𝑚𝑜𝑛𝑡ℎ − 𝑚𝑖𝑛𝑢𝑡𝑒𝑠 𝑜𝑓 𝑢𝑛𝑎𝑣𝑎𝑖𝑙𝑎𝑏𝑖𝑙𝑖𝑡𝑦 (excluded is any officially communicated downtime)


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𝑚𝑖𝑛𝑢𝑡𝑒𝑠 𝑖𝑛 𝑡ℎ𝑒 𝑚𝑜𝑛𝑡ℎ


If the service level is not reached, Customer is refunded 10 % of the annually licensing fee per each 2% of missed availability. (i.e. 97.9% availability = 10% refund etc.). Yearly refund is a maximum of 30 % of the subscription fee paid in advance by the customer.

Pre-announced maintenance breaks do not affect service availability. Repeated failure to provide the service level agreed upon is considered reasonable grounds for the Customer to terminate the Agreement effective immediately. 

It is on the Customer to report any downtime immediately after it happened including Start time, End time of the interruption, Responsible Person at the Customer and proof (Print screens, Videos) tha the Product is not working. Excluded are downtimes that occur from the Microsoft infrastructure, that the Provider has no influence on. If a specific function is not working, this is not considered as downtime. The definition of a downtime is, when the Product is not working at all during a certain period. Single bugs or functions are to be remediated over the normal support process.


9 Validity

The contract period is defined in the Order Confirmation. If the contract period has not been defined or the Software and the Service has been agreed to be delivered / provided for an unlimited period of time, each party has the right to terminate the Agreement by the end of the current billing period, which is twelve (12) months. However, the term of notice is always at least three (3) months. The termination of the Agreement must be done in a written format to the Provider either via e-mail or post. The Provider does not require paper form or signed E-Mails, a simple E-Mail from a Person with the right to sign contracts in the name of the Customer is enough.

The Agreement may be terminated by Provider at any time by giving 20 days’ written notice to the end of a month for good cause for which Provider is not responsible. Good cause is given in particular in the following circumstances: a) unlawful use of the Service by the Customer b) infringement of intellectual property rights by the Customer or c) if the Customer does not make full payment even after setting a final, reasonable payment deadline with the threat of termination.

In addition, the Provider has the right to terminate the Agreement if the third-party services or software necessary to provide the Service are to be changed in a way that the Provider can’t continue to offer the Service within reason (i.e. Microsoft terminates the basis Services the Product is developed on, what will most likely never happen). In this case, the Provider will refund those user licenses that were paid in advance during the current contract period. 

In particular, the Customer’s ability to access the Service and to use the Software shall be discontinued at the time of the end of the Agreement. Further post-contractual services of the Provider not provided for in this Agreement are only owed if and insofar as they are explicitly agreed between the parties. Provided that the Customer terminates the Agreement, the Customer is solely responsible for transferring the logic and information saved in the Service to a location accessible by the Customer before the end of the Agreement. If the Customer does not take his responsibility before the Agreement ends, the Provider will not refund any additional work that might arise at Customer side.

10 Force Majeure

Neither Party shall be liable for delays and damages caused by an impediment beyond their control, which they could not have reasonably taken into account at the time of the conclusion of the Agreement, and whose consequences they could not reasonably have avoided or overcome. Pandemics, epidemics, strike , lockout, boycott and other industrial action shall constitute a force majeure event also when the Party concerned is the target or a party to such an action. 

11 Liability

The parties are liable for direct damages caused by one party to the other if the damage has been caused intentionally or by negligence, and against the Agreement. Neither party shall be liable for any indirect or consequential damage. The maximum liability for damages is in all cases 50 % of the total price of subscription fees invoiced for the actual running subscription period of twelve (12) months. 

The Provider is in no case liable for unlawful content of the data stored with him or its improper use by the Customer.

This limitation of liability applies irrespective of the legal grounds for liability. A further-reaching mandatory legal liability remains reserved. This limitation of liability for damages is not applicable to damage of persons.

12 Confidentiality

Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential and may not use such material or information for any purposes other than those set out in the Agreement or the Order Confirmation or its attachments. The confidentiality obligation shall, however, not apply to material or information, (i) which is generally available or otherwise public; (ii) which the receiving party has received from a third party without any obligation of confidentiality; (iii) which was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto; (iv) which the receiving party has independently developed without using material or information received from the other party. 

Each party shall promptly upon termination of the Agreement, or when the party no longer needs the material or information in question for the purpose set out in the Agreement, cease using confidential material and information received from the other party and upon request return or destroy the material including all copies thereof in a reliable manner. Each party shall, however, be entitled to retain such material as is required by law or regulation by the authorities. 

The Provider shall be entitled to use the professional skills and experience acquired in connection with the delivery. The Provider has the right to use the collaboration and the Customers name as a reference.

13 Assignment of the Agreement

Neither party may assign the Agreement, either wholly or in part, without the written consent of the other party, with the exception of the transfer of business operations. However, the parties have the right to assign the Agreement to a company belonging to the same group of companies as the party.

14 Applicable Law and Jurisdiction

This Agreement shall be governed solely by the laws of Switzerland, however, neither the laws of conflict nor the United Nations Treaty on Contracts for the International Sale of Goods (CISG) shall apply.  Any dispute arising from this Agreement shall be submitted to the exclusive jurisdiction of the competent Courts of Zurich (Switzerland). However, Experts Inside is also entitled to initiate legal proceedings against the partner at its residence or before any other competent authority. 


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