General Terms and Conditions

1. Introduction & Definitions

1.1 These General Terms and Conditions (“General Terms” or “Terms”) are a legal agreement between customers - (“Customer”) and EasyLife 365 AG (Schochenmuehlestrasse 6, 6340 Baar, Switzerland; ”Provider”, “us”, “our”) governing the use of our products and services, including our software, applications (“App”) and services , whether such Services and/or Products or Information are offered by EasyLife 365 AG or a Partner or Distributor or an affiliate of EasyLife 365 AG, or through official distribution channels of Microsoft such as the Teams Store or AppSource.

1.2 The Customer is obligated to impose these Terms on any (internal or external) user authorized by the Customer to use the Product (each, as “User”).

1.3 In cases where the Customer acquires licenses through a Distributor or Partner (“Distributor”, “Partner”) of the Provider, the invoicing, account management, and support obligations will involve the Distributor or Partner. These obligations are governed by the terms of the Distributor or Partner Agreement Contracts.

1.4 These “Terms” take effect as soon as any of the software Solutions of EasyLife 365 AG (“Product/Products”) are installed or used.

1.5 All services, software, and installations related to these Products, such as Enterprise Applications and Azure Components are considered integral parts of the Products to the extent that they are provided by EasyLife 365 AG, and the usage complies with EasyLife 365 AG's installation and settings instructions.

1.6 Products and services provided by EasyLife 365 AG may have additional terms of use specific to that product or service (“Product Terms”). These Product Terms supplement and, where applicable, amend these General Terms to address unique features, functionalities, or requirements associated with a particular product or service.

1.7 For Customers using such products, the applicable Product Terms form an integral part of the agreement between the Customer and EasyLife 365 AG. In the event of any conflict between these General Terms and the Product Terms, the Product Terms shall prevail with respect to that specific product or service, while all other provisions of the General Terms remain fully in effect.

1.8 For the use of the Products, the “Customer” needs a license from EasyLife 365 AG. This License ("License") can be distributed through official distributors or partners (“Distributor”, “Partner”) of EasyLife 365 AG or directly by EasyLife 365 AG itself. For the different types of Licenses see article 4.

1.9 These Terms, together with an offer and/or order confirmation (“Order”), the Data Processing Agreement, the Privacy Policies, and the Product Specific Terms constitute the Agreement (“Agreement”) between the Parties. 

2. Scope and Parties

2.1 This Agreement is formed between Provider and Customer and these Terms shall apply upon the installation or use of the Products or Services by Customer (including any of its Users), regardless of whether or how the Provider and the Customer have agreed on the provision of the Product or Services to the Customer. Unless otherwise agreed, these Terms also apply to the use of any trial or demo version of the Product. In any case, these Terms are regarded as accepted as soon as the Customer installs the Product to its Microsoft 365 environment (User-Consent and/or Admin-Consent).

2.2 The use of the Product requires a valid license. The available license types (“License Types”) include Free, Trial, and Paid. These Licenses are detailed in Chapter 4 of these Terms. Specific license definitions may be further detailed in the Product-Specific Terms of Use, which take precedence over these General Terms and Conditions.

2.3 These Terms apply to Previews, including beta or pre-release features, but the Provider assumes no obligations. No warranty, support, or service level is offered. Previews may have reduced security, compliance, and privacy standards, and Customers must not process personal data. Use is “as is” and at the Customer’s risk.

2.4 These Terms shall also apply in the event that prior to the conclusion of the Agreement an intermediation by a distributor took place and/or the Customer and the distributor conclude a contract for the provision of Services related to the Product. In case of conflict between this Agreement and the contract between distributor and the Customer, this Agreement shall prevail.

2.5 Any terms and conditions of the Customer shall apply only if the Provider expressly agrees to them. Any modifications or deviations from these Terms by the Customer require prior written approval by the Provider. Furthermore, the Terms do not affect the application of Microsoft's terms and conditions for the use of Microsoft's products and services. The Customer is also obligated to comply with these provisions vis-à-vis the Provider.

2.6 These Terms may be extended or overridden by a written contract signed by both parties. Typically, such an agreement would need to explicitly reference these Terms and specifically state which provisions are being overridden. However, if the written contract references industry standards (e.g., Procurement, TISAX) or federal standards, those standards may take precedence or coexist with these Terms. The hierarchy of the agreements must be defined in a separate agreement or by the relevant jurisdictions.

2.7 The Customer is responsible for all user activities related to the Product that are carried out by any User. Customer and/or the Users must immediately notify Provider of any security breaches or unauthorized use by contacting: security@easylife365.cloud .

2.8 These Terms apply to all Users. The Customer is obligated to impose the Terms on any (internal or external) user authorized by the Customer to use the Product. The Customer is responsible for all user activities related to the Product that are carried out by any Person from Customer's network, account or tenant.

2.9 The Product is designed and intended for use by Customers and Users who are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction. The Provider is not and shall not be held liable for any breach of this requirement.

3. Product and Services of the Provider

3.1 With the conclusion of the Agreement, the Provider agrees to provide the Customer with the Product and to provide the Services in accordance with these Terms and Order. The Provider shall only be obliged to provide the Product with features or to provide the services that are not mentioned in these Terms and corresponding Order, if this has been expressly agreed between the parties in writing. In the event of a conflict between the Terms and the Order, the Order shall prevail.

3.2 The Products and the Services may include third-party products or services, in particular from Microsoft. Such third-party products are provided “AS IS” without any warranty of any kind (express or implied), and subject to the license terms attached to such third-party products. The Provider has no influence on the provision of these products and services and in particular on the termination or modification of the tools for which the Product is used. The Provider is entitled to engage other or additional third parties for the provision of the Product and the Services. The Provider will inform the Customer about changes regarding third-party products or services as soon as the Provider becomes aware of them.

3.3 Only if such changes materially impact the Provider’s obligations under the Agreement, the third-party services may be replaced, disabled, or re-enabled at any time and at the Provider’s sole decision and discretion.

3.4 The Customer will need the appropriate license by Microsoft required for the Product to be hosted on the cloud computing platform Microsoft Azure.

3.5 Key components of the Product consist of Web applications and are, after completing the onboarding process (https://docs.easylife365.cloud/), accessible via a web browser or apps and without prior installation on end devices. The hosting of the data necessary, per the specifics of the Product provided under the product specific “Terms of Use” & chapter ‎19 (especially data of the administrators) is executed on the Microsoft 365 tenant of the Provider, while data generated by the use of the Microsoft Tools themselves (especially data generated by the end users) is hosted on the tenant of the Customer.

3.6 The Provider does not provide free maintenance and support services, corrections, customization, enhancements or other updates for the Product (except as provided under article ‎5.5 , article ‎8.6, chapter ‎10, and article ‎11.3). The Provider may provide additional support subject to additional fees. Other services such as consulting or training, require the conclusion of a separate agreement.

3.7 The Provider may suspend the use of the Product if systems act or react in a way that deviates from the normal operating behavior and thereby compromises the security, confidentiality, availability, integrity, and resilience of the systems, networks, programs, applications, scripts, apps, files and data of the Provider or other customers, service providers, or partners of the Provider. This also applies if the Provider in its sole discretion has reason to suspect such an impairment.

4. Offer / Order / Licenses

4.1 The Provider may offer the Product with a time-limited Trial License, during which the Customer may use the Product free of charge. The Trial Period begins upon the initial download and activation of the Product. The Trial Period is intended solely for the evaluation of the Product and does not constitute a formal Order or License Agreement. During the Trial Period, all terms and conditions outlined in this document, except those related to fees, payment and terminations, shall apply.

4.2 The Provider may offer Products with a Free license, which is not limited in time. The Provider does not guarantee the functionality or provide support for Products offered under a Free license.

4.3 Transition to paid License; To continue using the Product beyond the Trial Period, or upgrade from free license to Paid License, the Customer must place an Order by entering into a License Agreement with the Provider (or Distributor or Partner). Upon placing an Order, the Customer agrees to pay the License Fee, and any applicable fees as outlined in the License Agreement or in accordance with these Terms.

4.4 The Provider reserves the right to reject or modify any informal Order, Trial Licenses and Free Licenses without prior notice at any time.

4.5 The Customer is under no obligation to purchase the Product after the Trial Period expires. However, continued use of the Product beyond the Trial Period without placing an Order or entering into a License Agreement is prohibited and may result in termination of access to the Product and any associated Services.

5. Fees and Terms of Payment

5.1 The remuneration to be paid for the Product and Services, as well as the terms of payment are defined in the Order or the License agreement. Unless specified otherwise, the remuneration consists of a license fee for the use of the Product and a fee for the Services rendered (collectively, the “License Fee”) and the following provisions shall apply.

5.2 All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by the Customer. The Customer shall be responsible for all such charges, costs, and taxes; provided, that, the Customer shall not be responsible for any taxes imposed on, or with respect to, the Provider’s income, revenues, gross receipts, personal or real property, or other assets.

5.3 The Customer shall pay all invoiced amounts within thirty (30) days from the date of the Provider’s (or Distributor’s or Partner’s) invoice. After expiry of this period, the Customer shall be in default without any further reminder being required. Customer shall also pay interest on all late payments at the rate of 5% per month or the highest rate permissible under applicable law. Customer shall reimburse the Provider (or Distributor or Partner) for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which the Provider does not waive by the exercise of any rights hereunder), the Provider shall be entitled to suspend the delivery of any Products or performance of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof.

5.4 Unless specified otherwise in the Order, the Provider (or Distributor or Partner) invoices its License Fee to the Customer on an annual subscription model. The amount of the License Fee is generally based on the number of Microsoft 365 licenses of the Customer. However, the Provider (or Distributor or Partner) may deviate from this principle in the Order, in particular, but not limited to, Customers with a large number of F licenses or student licenses.

5.5 Customer support as part of the Limited Warranty to remedy defects in accordance with chapter ‎8 is included in the License Fee. Other Customer support (e.g. how to customize or use the Product as well as rollout or handling related questions), extensions and other services not specified in these Terms, or the Order are not included in the License Fee and will be invoiced separately. Unless otherwise provided in the Order or agreed to in writing by the parties, the Provider’s hourly rate to provide the additional services is EUR 200/hr. The Provider shall inform the Customer of any additional charges for payable services in advance, to the extent that business needs permit such notification.

5.6 The Provider reserves the right to adjust the License Fee at its sole discretion. Adjustments to the License Fee will become effective in case of renewal of the (annual) subscription and will be notified to the Customer at least three (3) months in advance. The Customer may terminate the current subscription in accordance with chapter ‎12 if the Customer does not agree with such a change in License Fee. Any changes in the fees for Services, in particular the hourly rates, will be notified to the Customer thirty (30) days prior to the effective date.

5.7 The Customer shall immediately notify the Provider if, during the Term of the Agreement, the number of licenses exceeds the number on which the License Fee is based by more than 20%, in which case the Provider reserves the right to increase the License Fee. If the Customer does not agree with such price change and terminates the Agreement pursuant to chapter ‎12, Customer shall pay, as of the date the number of licenses is exceeded, a percentage increase of the current License Fee corresponding to the percentage of the exceeded number of licenses up until the termination date. In the event that the number of licenses on which the License Fee was based is exceeded by less than 20%, the License Fee will only be adjusted for the new year in the event of renewal.

5.8 The Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with the Provider, whether relating to the Provider’s breach, bankruptcy, or otherwise.

6. Installation and Testing

6.1 In order to use the Products, the Customer shall take the steps described on the Product specific documentation page available at http://docs.easylife365.cloud/ (which may be revised by the Provider from time to time) (the “Product Documentation Page”), and in particular grant the Provider the necessary permissions.

6.2 The Customer shall test the Product within fourteen (14) days after the installation. The Customer shall notify the Provider (or distributor) in writing of every defect discovered during the Testing Period. The Provider shall rectify the defects that materially disturb the use of the Product, and the Customer shall promptly carry out another test. If such defects are found in this further test and the Provider is not able to rectify these defects without undue delay, the Customer may withdraw from the Agreement effective immediately by providing the Provider with written notice.

6.3 The Product will be regarded as accepted: (a) if the Customer does not send a written notification about defects that materially disturb the use of the Product prior to the expiration of the Testing Period according to article ‎6.2; (b) if all defects that materially disturb the use of the Product timely notified by the Customer have been rectified; or (c) if the Customer uses the Product productively.

6.4 The Customer acknowledges and agrees that the remedies set forth in article ‎6.3 are the Customer’s exclusive remedies for repair of material defects found during the Testing Period. The Limited Warranty set forth in article ‎8.1 does not apply to defects which were or should have reasonably been recognizable by the Customer during the Testing Period if the test was carried out with due care. For defects not reported during the Testing Period, the Provider will rectify such defects for an additional fee.

7. General Responsibilities of the Customer

7.1 The Customer is responsible for the operation and suitability of any means and resources used by the Customer for the use of the Product. In particular, the Customer is responsible for establishing and maintaining the telecommunication connection between the Customer's devices and the Provider’s Service Delivery Endpoints required for the use of the Product.

7.2 The Customer is solely responsible for all Microsoft 365 matters, including obtaining and maintaining the necessary licenses to use the relevant Microsoft tools, and must make sure its environment is properly secured and set up according to all applicable Microsoft terms and best practices. Product defects that arise from misconfiguration of the Microsoft product or the Microsoft 365 Platform and its services, are not covered by the Limited Warranty of the Provider.

7.3 The Customer shall perform all tasks necessary for the Product to work properly (i.e. grant correct access rights etc.) as stated in the Agreement (including the Product Documentation Page) or advised by the Provider or distributor.

7.4 Before transmitting data and information to the Provider or the distributor, the Customer shall check any files for viruses and use state-of-the-art virus protection programs.

7.5 The Customer is solely responsible for ensuring that its use of the Product and related third-party products, including, without limitation, Microsoft tools, complies with all applicable laws and does not infringe the rights of any third party.

7.6 In the event of suspicion of unlawful use or use in breach of the Agreement by the Customer (e.g. exceeding the agreed number of Users), the Provider is entitled to carry out reasonable investigations and evaluations of the existing data with regard to the use of the Product, and the Customer shall, upon the Provider’s request, cooperate in a reasonable manner in clarifying the facts (e.g. by providing evidence of the use of the Product or enabling and tolerating audits by the Provider).

7.7 The Customer shall comply with all applicable laws, regulations and ordinances. The Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

8. Limited Warranty / Warranty of Title

8.1 The customer acknowledges that computer and telecommunications systems are not fault-free and occasional downtime occurs. The provider does not warrant that access to the products will be uninterrupted, timely, secure, or error-free, or that content loss won’t occur. Nevertheless, the Provider grants the Customer the following limited warranty during the Term upon / for three (3) months as of acceptance of the Product pursuant chapter ‎6 and during the Term (collectively, the “Limited Warranty”): (a) the Product will conform with the specifications detailed in the Order and perform at Service Level in accordance with chapter ‎11; and (b) to the best of Provider’s knowledge, the valid, unmodified version of the Product does not infringe any intellectual property rights, namely copyrights, of any third party, and that the use of the valid, unmodified Product when used for intended purpose does not constitute unfair competition.

8.2 Except for the limited warranty set forth in article ‎8.1, the provider makes no warranty whatsoever with respect to the products, software documentation, or services, including any (a) warranty of merchantability, or (b) warranty of fitness for a particular purpose; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

8.3 The Provider shall not be liable for a breach of the Limited Warranty set forth in article ‎8.1 unless: (a) the Customer gives written notice of the defective Product or Services, as the case may be, reasonably described, to Provider within five (5) business days of the time when the Customer discovers or ought to have discovered the defect; (b) if applicable, the Provider is given a reasonable opportunity after receiving the notice of breach of the Limited Warranty to examine such Product; and (c) the Provider reasonably verifies the Customer’s claim that the Products or Services are defective.

8.4 The Provider shall not be liable for a breach of the Limited Warranty if: (a) the Customer makes any further use of such Products after giving such notice; (b) the defect arises because the Customer failed to follow the Provider’s oral or written instructions as to the installation, use or maintenance of the Products; or (c) the Customer alters, modifies, or repairs such Products without the prior written consent of the Provider.

8.5 The proper operation of the Product in connection with third-party software other than Microsoft Office 365 is not guaranteed. Furthermore, the Limited Warranty does not include any new features, requests, wishes or changes to the system.

8.6 Subject to article ‎8.1 above, with respect to any such defective Products, the Provider shall, in its sole discretion, either: (a) repair, free of charge, all defects that materially disturb the use of the Product, or (b) credit or refund the price of such Products at the pro rata contract rate. The repair of the defects can also happen by bypassing the defect or by providing the Customer with instructions on how to bypass the defect, given that this can be done without substantial disadvantage to the Customer.

8.7 If intellectual property rights of third parties have been infringed, the Provider has the choice of either procuring for the Customer the right to continue using the Product, replacing the Product, or modifying the Product in a manner that it no longer infringes intellectual property rights. If the afore mentioned is not feasible with reasonable effort or cannot be accomplished within a period of thirty (30) days from the date of notification of the defect, the Provider shall refund to the Customer the License Fee paid by the Customer for the current year with a deduction of an appropriate compensation for the time the Customer used the Product.

8.8 The Customer shall inform the Provider without delay of any possible or alleged infringements of intellectual property rights. The Customer must grant the Provider the rights that the Provider needs to defend itself against the corresponding claims of third parties. The Customer shall be obliged to entrust the Provider with the defense and authorizes the Provider to settle the dispute by way of settlement agreement. The Customer shall not take action itself, at least not without the Provider's prior consent. The Customer shall be obliged to support the Provider in the defense against third-party claims.

8.9 The remedies set forth in article ‎8.6 and article ‎8.7 shall be the customer’s sole and exclusive remedy and the provider’s entire liability for any breach of the limited warranty set forth in Section ‎8.1.

8.10 Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

9. License and Intellectual Property Rights

9.1 The Product is protected by copyright in accordance with the relevant statutory provisions, namely on the protection of computer programs. The Customer expressly acknowledges the aforementioned protection. The copyright includes, without limitation, the program code, the documentation, the visual appearance of the Product, the design of the user interface and the input and output forms and printouts, the content, structure and organization of the program files, the program name, logos and other forms of representation within the Product.

9.2 For the Term of this Agreement, the Provider grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable, and time-limited license to use the Product, including the elements specified in chapter ‎3, to the extent necessary to fulfil the purpose of the Agreement and subject to the restrictions contained herein. The right of use is limited to the number of Users specified in the Order.

9.3 Notwithstanding the above, the Provider and the Customer may agree in writing to different or additional terms regarding the license grant in the Order or License Agreement. Such terms must be explicitly stated to be effective.

9.4 The Provider reserves all rights not expressly granted to the Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to the Customer or any third party any intellectual property rights or other right, title, or interest in or to the Products or Software Documentation. In particular, no copyrights to the Product are assigned or transferred to the Customer. The Customer is only granted the rights of use specified this chapter ‎9.

9.5 Any and all intellectual property rights arising out of or relating to the Product shall be the Provider’s sole and exclusive property. If the Provider modifies the Product based on the Customer's feedback or suggestions, the Customer acknowledges that the Provider shall become the owner of all rights to such modifications. In the event that any rights to such modifications are acquired by the Customer, the Customer hereby assigns to the Provider, without compensation, all such rights. If such assignment is not permitted by applicable law, the Customer hereby grants to the Provider the exclusive, royalty-free, irrevocable, unlimited in time, worldwide, sub-licensable and transferable right to use the modifications. Included in this grant of rights is the right to edit and further develop the modifications. The Customer undertakes to perform all actions necessary to implement the aforementioned assignment or granting of rights at the first request of the Provider.

9.6 The Customer shall not use the Product for any purposes beyond the scope of the license or rights granted in the Agreement. Without limiting the foregoing and except as otherwise expressly set forth in the Agreement, the Customer shall not at any time, directly or indirectly:

• (a) copy, modify, or create derivative works of the Product or any documentation provided by the Provider related thereto (collectively with the Product Documentation Page, the “Software Documentation”), in whole or in part;
• (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product or the Software Documentation;
• (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Product, in whole or in part;
• (d) remove any proprietary notices from the Product or the Software Documentation; or
• (e) use the Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

The Customer is responsible and liable for all uses of the Product and Software Documentation resulting from access provided by the Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, the Customer is responsible for all acts and omissions of its Users, and any act or omission by its Users that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

9.7 The Customer will keep full security copies of all data processed by the Product. The Provider will not be liable for any loss of data. In case of any conflict, the terms specified in the Data Processing Agreement (DPA) shall prevail.

10. Updates and Changes

10.1 The Provider may, at its sole discretion and at freely determined intervals, make changes, fixes, upgrades, or updates to the Product (each, a “Revision”). Such Revisions will be supplied according to Provider’s then-current policies, which may include automatic updating or upgrading without any additional notice to Customer.

10.2 The Provider may publish the Revisions on the Product Documentation Page, the Customer is obliged to consult the respective section regularly. All Revisions are provided simultaneously to all customers and the Customer cannot decline such changes.

10.3 The Provider will, as far as reasonable and appropriate, initially deploy Revisions on an instance where they can be tested by the Customer if required.

10.4 All references herein to the Product shall include Revisions. These Terms shall govern any Revisions that replace or supplement the original Product, unless the Revision is accompanied by a separate license agreement which will govern the Revision.

10.5 The Customer is not entitled to specific changes, alterations, or integrations. However, if specified in the Product Documentation Page, the Customer may purchase or order the development of individual functions.

11. Service Level

11.1 The Product shall be available for use 99.9% of the time per month with 24-hour operating time from Monday to Sunday (the “Service Level”). The Service Level is calculated according to the following formula based on the Provider’s data:

minutes in the month - minutes of downtime
------------------------------------------------
minutes in the month

11.2 If the Service Level is not reached, the Customer is refunded 10% of the annual License Fee for each 2% of downtime (i.e. 97.9% availability = 10% refund etc.). Annual refund is a maximum of 30% of the annual License Fee paid in advance by the Customer. Repeated failure to reach the Service Level is considered reasonable grounds for the Customer to terminate the Agreement effective immediately upon written notice to the Provider.

11.3 Downtime, as determined by the Provider’s sole discretion, shall be considered as the time during which the Product cannot be used by the Customer at all. Interruptions of individual functions do not count as downtime. Individual bugs or malfunctions are to be rectified through the support process or, if the conditions are fulfilled, as part of the Limited Warranty. Excluded are downtimes that occur in accordance with article 2.6 or interruptions caused by services or the infrastructure of third parties, such as Microsoft.

11.4 Pre-announced maintenance interruptions do not count as downtime. Regular maintenance windows will be announced at least one month in advance. Notwithstanding the foregoing, the Provider is entitled to perform urgent maintenance with shorter notice and to interrupt the use of the Product during this time.

11.5 The Customer shall notify any downtime immediately after it occurs, indicating start time and end time of the interruption, responsible person at the Customer and proof (print screens, videos). Based on these notifications, the Provider shall, at the Customer's request, prepare a report to document Service Level compliance.

12. Term and Termination

12.1 The contract term is defined in the Order (the initial term and any renewal thereafter, the “Term”) and will automatically renew for one-year terms, unless terminated by the Customer by providing three (3) months written notice prior to the end of the then-current term.

12.2 If the Term has not been defined or the provision of the Product is agreed for an unlimited period of time, each party has the right to terminate the Agreement by providing at least three (3) months written notice prior to the end of the current billing period, which shall be twelve (12) months unless otherwise agreed to in writing.

12.3 The Product is provided to the Customer – with the Service Level according to chapter ‎11 – against payment of the License Fee in accordance with chapter ‎5 to use for a limited period of time specified in the Order. The Agreement will be automatically renewed at the end of this period in accordance with article ‎12.1 and chapter ‎5.

12.4 The Agreement may be terminated by the Provider at any time by giving twenty (20) days' written notice to the end of a month for good cause for which the Provider is not responsible. For purposes of the Agreement, “good cause” is given only in the following circumstances: (a) unlawful use of the Product by the Customer; (b) infringement of intellectual property rights of the Provider or any third party 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 these cases of good cause, the Provider will not refund any fees paid in advance.

12.5 In addition, good cause is also given if the third-party services or products necessary to provide the Product or Services are to be changed in a way that the Provider cannot continue to offer the Product within reason (i.e. Microsoft terminates the basis Services the Product is developed on). In this case, the Provider will refund the paid License Fees that were paid in advance during the current billing period pro rata.

12.6 Termination of the Agreement shall result in the Customer's access to the Product being disabled. Post-contractual services of the Provider not provided for in the Agreement are only owed if and insofar as they are explicitly agreed between the parties. The Customer is solely responsible for transferring the logic and information saved in the Product to a location accessible by the Customer before the end of the Agreement. If the Customer does not fulfil his responsibility before the Agreement ends, the Provider is not obliged to store or transfer any data that may still be stored. The Provider is entitled to charge for the support requested by the Customer in accordance with the fees for the support services. The Provider will not refund any additional work that might arise on the part of the Customer. 12.7 Trial licenses and Free licenses may be revoked and terminated by the Provider at any time without prior notice. Upon revocation, the Customer’s access to the Product will be immediately restricted, and any data created during the trial may be deleted.

13. Force Majeure

13.1 The Provider shall not be liable for delays and damages caused by an impediment beyond the Provider's control, which the Provider could not have reasonably taken into account at the time of the conclusion of the Agreement, and whose consequences the Provider could not reasonably have avoided or overcome including, without limitation, operational disruptions of all kinds, difficulties in procuring materials or energy, strikes, lawful lockouts, shortage of labor, energy, difficulties in obtaining necessary official approvals, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, terrorist acts, national emergency, pandemic, telecommunication breakdown or power outage (“Force Majeure Event”), provided that, if the event in question continues for a continuous period in excess of twenty (20) days, the Customer shall be entitled to give notice in writing to the Provider to terminate this Agreement.

14. Liability

14.1 Notwithstanding anything to the contrary and to the fullest extent permissible by law, provider shall not be liable for any indirect, exemplary, special, punitive, consequential, and/or incidental damages of any kind, including, without limitation, any loss of data, revenue, profits or reputation, arising under these terms or out of customer (including its users) use of, or inability to use, the Product, even if the Provider has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to the Customer.

14.2 Notwithstanding anything to the contrary and to the fullest extent permissible by law, in no event shall the aggregate and entire liability of the Provider for any damages arising under these terms or out of the Customer’s (including users) use of, or inability to use, the product, exceed the total amount of fees, if any, paid by the Customer to provider for using the Product during the six (6) months prior to bringing the claim.

14.3 The limitation of liability set forth in article ‎14.1 shall not apply to liability resulting from the Provider’s gross negligence or willful misconduct.

15. Indemnification

15.1 The Customer shall defend, indemnify, and hold harmless, the Provider and its directors, officers, shareholders, agents, and employees against any and all damages, causes of action, claims, liabilities, penalties, costs and expenses (including costs of legal proceedings and reasonable attorneys’ fees), arising out of, in connection with, or resulting from:

• (a) the alleged acts or omissions of the Customer (including employees of the Customer or Users);
• (b) breach of this Agreement by the Customer;
• (c) any violation or alleged violation of any applicable law or regulation, including, without limitation, privacy laws, data protection laws and biometric privacy laws;
• (d) any violation or alleged violation of intellectual property rights, privacy rights, publicity rights, or other rights of any third party;
• (e) data processed by Customer or User in connection with the Product, including alleged infringement of third-party rights by such data processing;
• (f) disputes between Customer and Users; and
• (g) data breaches claimed by third parties in Customer's or User's data processing.

16. Data Protection

16.1 The Provider will process personal data in accordance with its privacy policy Appendix 1 (the “General Privacy Policy” ) and the Data Processing Agreement, Appendix 2 (the “DPA” ). These documents are an integral part of the Terms.

16.2 The Customer confirms that it has informed all data subjects within its sphere of influence, in particular all Users and users of the products of Microsoft, in accordance with the applicable data protection provisions and that it has taken all other measures reasonably necessary to ensure that the Provider's data processing is lawful and in compliance with all applicable contractual obligations. In particular, the Customer confirms that it has brought the Provider's Privacy Policy and the Data Processing Agreement to the attention of the data subjects. At the request of the Provider, the relevant evidence in this regard shall be provided by the Customer.

17. Confidentiality

17.1 All non-public, confidential, or proprietary information of the Provider, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by the Provider to the Customer (“Confidential Information”), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, before, on or after the Agreement, and whether or not marked, designated, or otherwise identified as “confidential”, in connection with this Agreement is confidential, is solely for the use of performing this Agreement and shall not be disclosed or used by the Customer without the Provider’s prior written consent. Upon the Provider’s request or termination of this Agreement, the Customer shall promptly return all documents and other materials received from the Provider. The Provider shall be entitled to injunctive relief for any violation of this article. This article does not apply to information that is (as proven by Customer with documentary evidence): (i) in the public domain; (ii) known to the Customer at the time of disclosure; or (iii) rightfully obtained by the Customer on a non-confidential basis from a third party.

17.2 The Provider shall be entitled to use the know-how, the professional skills, and the experience acquired in connection with the Agreement without any restrictions in relation to third parties. The Provider has the right to use the collaboration and the Customers name as a reference and may list the Customer as a client on its website.

18. Miscellaneous

18.1 No waiver by the Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Provider. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.

18.2 This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

18.3 All notices and other communications in connection with this Agreement are effectively transmitted if delivered in writing by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid) or email (effective the next business day or with confirmation of transmission) at the addresses set forth in the Order (to such other address that may be designated by the receiving party in writing).

18.4 The Provider may update or amend the Terms and any policies without notice at any time and without the Customer’s consent.

18.5 The provisions of this Agreement shall be construed so as to be valid and enforceable according to applicable law. Should any provision hereof be unenforceable or invalid according to applicable law, it shall only be unenforceable or void to the extent of such unenforceability or invalidity and shall for the remaining be replaced by a valid and enforceable provision which shall satisfy the legal and economic meaning/result of the ineffective provision. The remaining provisions of this Agreement remain binding and in full force. The same shall apply in case of incompleteness of this Agreement.

18.6 Neither party may assign the Agreement, either wholly or in part, without the written consent of the other party. Notwithstanding the foregoing, the Provider may assign the Agreement to a company of the same group of companies or in the event of change of control or sale of substantially all of its assets or ownership interests.

18.7 The Agreement shall be governed solely by the substantive 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.

18.8 Any dispute, controversy or claim arising out of or in relation to this Agreement or future non-contractual claims including the validity, invalidity, enforceability, interpretation, execution, breach, modification or termination thereof, shall be submitted to the exclusive jurisdiction of the courts of Zurich (Switzerland). However, the Provider is also entitled to initiate legal proceedings against the Customer at its residence or before any other competent authority.

19. Annexes

Integral parts of this Agreement are the following appendixes:

• Appendix 1: General Privacy Policy
• Appendix 2: Data Processing Agreement (DPA)

These Documents in its latest Version are available at: https://www.easylife365.cloud/legal/terms