Software as a service (SaaS) subscription agreement

for Origo's Apps for Microsoft Dynamics 365 Business Central

PLEASE READ THIS AGREEMENT CAREFULLY

BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.

This service agreement is a legal agreement between your company (Customer) and Origo hf. incorporated and registered in Iceland with company number 530292-2079 whose registered office is at Borgartún 37, 105 Reykjavík (Supplier) for:

• Origo's Apps for Microsoft Dynamics 365 Business Central

The Supplier has developed certain software application which it makes available to subscribers via the internet on a pay-per-month basis. The customer wishes to use the Supplier’s service in its business operations. The Supplier has agreed to provide, and the Customer has agreed to take and pay for the Supplier’s service, subject to the terms and conditions of this agreement.

AGREED TERMS

1.  INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.

Business Day: a day other than a Saturday, Sunday or public holiday in Iceland when banks are open for business.

Confidential Information:  information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 9.6 or Clause 9.7.

Customer Data:  the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.

Documentation: the document made available to the Customer by the Supplier online via https://www.origo.is/lausnir/dynamics-365/business-central-leidbeiningar/ or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Effective Date:  the date of this agreement.

Normal Business Hours:  8.00 am to 6.00 pm Iceland local time, each Business Day.

Services:  the subscription services provided by the Supplier to the Customer under this agreement via https://appsource.microsoft.com/en-US/ or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.

Software:  the online software applications provided by the Supplier as part of the Services.

Subscription Fees:  the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in our price list.

User Subscriptions:  the user subscriptions purchased by the Customer pursuant to Clause 7 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus:  anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 

1.2 A reference to writing or written includes e-mails.

2.  USER SUBSCRIPTIONS  

2.1  Subject to the Customer purchasing the User Subscriptions in accordance with Clause 7, the restrictions set out in this Clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

(a)  it will not allow or suffer any User Subscription to be used by more than one individual Authorised User; and

(b)  each Authorised User shall keep a secure password for his use of the Services and Documentation and shall be responsible for keeping the password confidential.

2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

(a)  is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(b)  facilitates illegal activity;

(c)  depicts sexually explicit images;

(d)  promotes unlawful violence;

(e)  is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 

(f)  is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 

2.4 The Customer shall not:

(a)  except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i)  attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or

(ii)  attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b)  access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3.  SERVICES  

3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

3.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

(a)  planned maintenance carried out outside Normal Business Hours with notice in advance; and

(b)  unscheduled maintenance performed on Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 72 Normal Business Hours’ notice in advance.

4.  CUSTOMER DATA  

 4.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

4.2 The Supplier does not process any data on behalf of the Customer. All processing of personal data is within the Customer’s system which the Supplier has no access to.

5.  SUPPLIER’S OBLIGATIONS  

5.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.

5.2  The undertaking at Clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 5.1. Notwithstanding the foregoing, the Supplier:

(a)  does not warrant that the Customer’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; and

(b)  is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

5.4 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

6.  CUSTOMER’S OBLIGATIONS  

 6.1 The Customer shall:

(a)  provide the Supplier with:

(i)  all necessary co-operation in relation to this agreement; and

(ii)  all necessary access to such information as may be required by the Supplier;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b)  comply with all applicable laws and regulations with respect to its activities under this agreement;

(c)  carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d)  ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement;

(e)  obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f)  be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

7.  CHARGES AND PAYMENT  

7.1 The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with the Suppliers price list.

 The Customer can at any time change his subscription.

7.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details, unless otherwise agreed. If the Customer provides its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

(a)  on the Effective Date for the Subscription Fees payable for the first month when the Service is bought without a free trial; or

(b) subject to Clause 16, 30 days after the Customer started the free trial; and

(c)  subject to Clause 16, each month thereafter.

7.3 If the Supplier has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a)  the Supplier may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the subscription fee concerned remains unpaid; and

(b) the Supplier may request a reinstatement fee equal to the amount of a half of one month’s Subscription Fee. 

7.4 All amounts and fees stated or referred to in this agreement:

(a)  shall be payable in EUR (unless otherwise agreed);

(b)  are non-cancellable and non-refundable;

(c)  are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) where applicable to national tax legislation.

7.6 The Customer can at any time whilst using the Service change his subscription package or buy an additional User Subscription and charges will be in accordance with the Supplier‘s price list.

7.7 The Supplier reserves the right, at his sole discretion, to change the price list for the Services at any time. If changes are made to the price list the Customer will receive a notice before the beginning of a new month.

8.  INTELLECTUAL PROPERTY

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. The intellectual property rights shall extend to all modifications, updates and new versions of the Software that may be produced later.

8.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

9.  CONFIDENTIALITY

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party’s Confidential Information shall not be deemed to include information that:

(a)  is or becomes publicly known other than through any act or omission of the receiving party;

(b)  was in the other party’s lawful possession before the disclosure;

(c)  is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d)  is independently developed by the receiving party, which independent development can be shown by written evidence.

9.2  Subject to Clause 9.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

9.4  A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 9.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

9.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

9.6 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.

9.7 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.

9.8  No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

9.9 The above provisions of this Clause 9 shall survive termination of this agreement, however arising.

10.  INDEMNITY  

10.1  The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Services and/or Documentation, provided that:                                                                                                                               

(a)  the Customer is given prompt notice of any such claim;

(b)  the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and

(c)  the Customer is given sole authority to defend or settle the claim.

10.2  In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

10.3 In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 

(a)  a modification of the Services or Documentation by anyone other than the Supplier; or

(b)  the Customer’s use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or

(c)  the Customer’s use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.

11.  LIMITATION OF LIABILITY  

11.1 Except as expressly and specifically provided in this agreement:

(a)  the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Customer acknowledges that the use of the Services does not guarantee compliance with any applicable laws and regulations in any jurisdiction. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided in connection with the Services;

(b)  all warranties, representations, conditions and all other terms of any kind whatsoever implied by law or regulations are, to the fullest extent permitted by applicable law, excluded from this agreement; and

(c)  the Services and the Documentation are provided to the Customer on an “as is” basis.

11.2 Nothing in this agreement excludes the liability of the Supplier:

(a)  for death or personal injury caused by the Supplier’s negligence; or

(b)  for fraud or fraudulent misrepresentation.

11.3  Subject to Clause 11.1 and Clause 11.2: 

(a)  the Supplier shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.

12.  FORCE MAJEURE  

 The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

15.  SEVERANCE

15.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.  TERM AND TERMINATION  

16.1  This agreement shall, unless otherwise terminated as provided in this Clause 16., commence on the Effective Date and thereafter be automatically renewed every month, unless:

(a)  the Customer has cancelled the subscription electronically, in which case this agreement shall terminate upon the beginning of the following month; or

(b)  otherwise terminated in accordance with the provisions of this agreement.

16.2 Without affecting any other right or remedy available to it, the parties may terminate this agreement with immediate effect by giving written notice to the other party in the event of the other‘s party insolvency or default.

16.3 On termination of this agreement for any reason:

(a)  all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(c) the Customer can before termination download all relevant Customer Data from the Service

(b)  the Supplier will destroy or otherwise dispose of any of the Customer Data in its possession; and

(c)  any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

17.  ENTIRE AGREEMENT

17.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2  Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

18.  ASSIGNMENT

18.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

18.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.

19.  NO PARTNERSHIP OR AGENCY  

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20.  THIRD PARTY RIGHTS  

This agreement does not confer any rights on any person or party other than the parties to this agreement and, where applicable, their successors and permitted assigns.

21.  GOVERNING LAW  

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Icelandic law.

22.  JURISDICTION  

Each party irrevocably agrees that the courts in Iceland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).