ContractZen General Terms and Conditions
These ContractZen General Terms and Conditions (“Agreement“) between Customer and ContractZen (a Finnish company with a business ID 2642898-8, “ContractZen or “Supplier”) set forth the terms and conditions for the use of the ContractZen Service.
IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THE FOLLOWING TERMS AND CONDITIONS. BY REGISTERING WITH THE CONTRACTZEN SERVICE, INCLUDING BOTH PAID SUBSCRIPTIONS AND FREE TRIALS, AND/OR BY CLICKING AN “I ACCEPT” BUTTON OR BY OTHERWISE ENTERING INTO THIS AGREEMENT YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS SET OUT BELOW AND THAT YOU AGREE, AND YOU ARE AUTHORIZED, TO BIND CUSTOMER BY THIS AGREEMENT. If you do not accept or understand this Agreement, please do not use or access the ContractZen Service.
Any referral to “Agreement” shall include these ContractZen General Terms and Conditions and the documents referred to herein. In addition to t General Terms and Conditions, you agree to abide by any supplemental policies, procedures or operating rules of the Service, such as any usage restrictions and usage limits, that may be published from time to time on the Service, each of which is incorporated herein by reference.
If you wish to have a permanent copy of these General terms and Conditions, please make a local copy of these terms, or contact ContractZen for a PDF copy.
As used in the Agreement, capitalized terms shall have the meanings ascribed to such terms in the following:
- shall mean the entity having subscribed to or purchased the ContractZen Service, including any “free trial” version thereof.
- “Customer Data”
- shall mean any and all Customer’s data that Customer, a Designated User or another party acting on Customer’s behalf processes, stores, generates in or submits to the ContractZen Service. Customer Data may include personal data.
- “Designated Users”
- shall mean those employees, managers, service providers, consultants, contractors and agents or other persons designated by Customer who are entitled to use the ContractZen Service under this Agreement.
- “Intellectual Property Rights”
- shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.
- “ContractZen Service”
- shall mean the proprietary ContractZen cloud service in the form provided by ContractZen from time to time and which may be accessed and/or used either via web browser or via a mobile application.
- shall mean Customer or Supplier (jointly the ”Parties”).
- Upon the subscription of the ContractZen Service by Customer, Supplier grants to Customer’s Designated User(s), subject to the terms and conditions of this Agreement and the payment of the fees set out in the Agreement or in Supplier’s price list in force from time to time, a limited, non-exclusive and non-transferrable license to access and use the ContractZen Service as it is made available by Supplier from time to time solely for Customer’s internal use during the term of this Agreement.
- Unless otherwise expressly agreed, a separate subscription to the ContractZen Service is required for each Designated User. User credentials are personal to each Designated User and the use of ContractZen Service is not allowed by anyone other than the Designated User to whom Supplier has granted the user credentials. For the avoidance of any doubt, if two persons from Customer organization wish to access the ContractZen Service, two separate subscriptions are required.
- Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the ContractZen Service.
- All Intellectual Property Rights in and to the ContractZen Service are and shall at all times remain the sole and exclusive property of Supplier and/or any relevant third parties. The ContractZen Service is licensed, not sold, to Customer and Customer does not acquire any rights of ownership in the ContractZen Service. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Supplier or any third party to Customer. All rights not expressly granted to Customer shall be retained by Supplier.
- Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the ContractZen Service.
- Customer and Supplier may separately agree on setup, support, onsite support, consultancy and training services related to the use of the ContractZen Service and the prices applicable to such support services.
CHANGES TO THE CONTRACTZEN SERVICE
- Supplier may, from time to time, under its sole discretion, modify and/or update the ContractZen Service or a part thereof. If such changes of the ContractZen Service require changes to be made to Customer’s equipment or software, ContractZen shall notify Customer of all such necessary changes at least one (1) month in advance prior to implementing such changes to the ContractZen Service. Customer is responsible for carrying out such changes to its equipment or software at its own expense. This Agreement will automatically apply to all updates, modifications or amendments to the ContractZen Service.
- Supplier makes ordinary backup copies of Customer Data as part of the ContractZen Service. However, Supplier does not guarantee availability of back-up functionality or back-up copies in all cases, and Customer shall be solely responsible for making backup copies of Customer Data. Supplier shall not be liable for the destruction, loss or alteration of Customer Data, nor for any damages and expenses incurred to Customer as a result thereof.
- Customer is solely responsible for the legality, accuracy and non-infringing nature of its Customer Data and of the means by which it acquired any personal data included in its Customer Data. When submitting Personal Data to the ContractZen Service, Customer acts as data controller under applicable data protection laws. Customer warrants that Customer has acquired and shall acquire any and all necessary consents from or has informed or shall inform its employees and subcontractors and other concerned data subjects, and has made and shall make any necessary notifications to any relevant data protection authorities required in order for the Parties’ to legally process personal data for the purposes set forth herein in accordance with the requirements set out by applicable law. Customer acknowledges and agrees that any and all Customer Data is at Customer’s sole responsibility and risk.
- For the purposes of providing the ContractZen Service and for the purposes of this Agreement, Supplier acts as data processor with regard to the personal data included in Customer Data. Supplier shall, as data processor, process the personal data included in Customer Data duly and in accordance with good data protection practice as required by applicable data protection laws. Supplier undertakes to process personal data only to the extent required to perform its duties under this Agreement and to provide the ContractZen Service, unless otherwise agreed upon.
- Supplier shall implement appropriate technical and organizational measures in order to protect, secure and safeguard the personal data which is processed by Supplier on behalf of Customer. Supplier shall use its best efforts to immediately inform Customer of any threats known by Supplier to the security of the personal data processed under this Agreement.
- Customer agrees not to submit to the ContractZen Service or use the ContractZen Service to collect, store or process, including not to, directly or indirectly, submit, store, process or include as part of Customer Data, any of the following types of sensitive data: (a) social security numbers, passport numbers, driver’s license numbers, taxpayer numbers, or other government-issued identification numbers, (b) Protected Health Information (as defined in the U.S. Health Insurance Portability and Accountability Act of 1996 and regulations thereunder, as amended, “HIPAA”) or similar information under other comparable laws or regulations, or (c) financial account numbers (including without limitation credit or debit card numbers, or any related security codes or passwords, bank account information, or Non-Public Information (as defined in the Gramm-Leach-Bliley Act of 1999, as amended, “GLBA”) or similar information under other comparable laws or regulations. Customer understands and acknowledges that the ContractZen Service is not configured to receive and store such sensitive types of data.
- Customer retains the title and all Intellectual Property Rights in and to Customer Data. Customer grants Supplier a non-exclusive, sub licensable, transferrable, worldwide, royalty-free license and permission to use, copy, process, store, modify and otherwise exploit Customer Data for the sole purpose of providing the ContractZen Service to Customer.
- Notwithstanding what is stated elsewhere in this Agreement, Customer agrees that Supplier may process Service usage data and Customer Data to create and compile anonymized, aggregated datasets and/or statistics, provided that such aggregated datasets do not allow the identification of Customer or individual users.
GENERAL RIGHTS AND RESPONSIBILITIES OF CUSTOMER
- The person signing or otherwise accepting the Agreement represents that it has the authority to bind Customer organization to this Agreement.
(i) maintain confidential and secure all identifying codes, passwords and any other confidential information relating to the ContractZen Service and the provision thereof and ensure that all Designated Users comply with the obligations set out herein. Customer shall be liable for the actions of the Designated Users as of its own actions;
(ii) immediately inform Supplier regarding any threats or suspected threats against the security of the ContractZen Service and of any unauthorized disclosure of confidential information or personal data related to the ContractZen Service;
(iii) prevent unauthorized access to or use of the ContractZen Service, and notify Supplier promptly of any such unauthorized access or use; and
(iv) use the ContractZen Service only in accordance with this Agreement, applicable laws and government regulations.
Customer warrants that Customer will not:
(a) make the ContractZen Service available to anyone other than Designated Users;
(b) sell, resell, license, sublicense, distribute, rent or lease the ContractZen Service;
(c) use the ContractZen Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(d) use the ContractZen Service to store or transmit malicious code;
(e) interfere with or disrupt the integrity or performance of the ContractZen Service or third-party data contained therein;
(f) attempt to gain unauthorized access to the ContractZen Service or its related systems or networks;
(g) permit direct or indirect access to or use of the ContractZen Service in a way that circumvents a contractual usage limit;
(h) copy the ContractZen Service or any part, feature, function or user interface thereof, or create derivative works of the ContractZen Service or any part, feature, function or user interface thereof;
(i) modify, translate, decompile, bootleg, disassemble, or extract the inner workings of any software constituting part of the ContractZen Service, or otherwise attempt to discover the source code of any such software;
(j) copy the look-and-feel or functionality of the ContractZen Service; or
(k) use any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., in connection with the ContractZen Service.
FEES AND PAYMENT
- As a compensation for the use of the ContractZen Service, Customer shall pay Supplier the fees set forth in Supplier’s price list in force from time to time. Unless otherwise agreed, Supplier shall charge fees monthly or annually as agreed by the Parties. Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act (633/1982, as amended).
- All fees and prices set out in this Agreement are net amounts and exclusive of any value-added taxes, sales or use taxes and any other taxes or levies.
- Except as otherwise expressly specified herein, payment obligations are non-cancellable and fees paid are non-refundable.
- Supplier shall have the right to adjust the fees and prices for the ContractZen Service from time to time. A change in the pricing for the ContractZen Service shall be notified by Supplier to Customer in writing at least three (3) months prior to such change taking effect. In the case Customer does not accept the price amendment, Customer shall have the right to terminate the Agreement as of the effective date of the price amendment by a written notice to Supplier which notice shall be issued at least thirty (30) days prior to the effective date of the price amendment. Any price list changes shall not apply to such subscriptions to the ContractZen Service that have already been paid for by Customer (for the avoidance of doubt, the changed price list shall be applied to any renewals of such ContractZen Service subscriptions). If Customer does not issue a termination notice as set out above, the price amendment shall be deemed to be approved by Customer.
INDEMNIFICATION BY CUSTOMER
- Customer shall indemnify, defend and hold Supplier harmless with respect to any and all liability, loss or damage in connection with any third party claim, demand or judgment (including but not limited to claims related to Customer Data) arising out of or relating to Customer’s use of the ContractZen Service or Customer’s breach of this Agreement.
- THE CONTRACTZEN SERVICE SHALL BE PROVIDED ON AN “AS IS” BASIS. SUPPLIER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING THE CONTRACTZEN SERVICE AND DISCLAIMS ALL IMPLIED AND EXPRESS WARRANTIES AND REPRESENTATIONS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR SUITABILITY; OR ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE CONTRACTZEN SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING THAT THE CONTRACTZEN SERVICE IS SUITABLE FOR THE PURPOSES FOR WHICH CUSTOMER INTENDS TO USE IT.
- SUPPLIER DOES NOT WARRANT THAT THE CONTRACTZEN SERVICE WILL MEET OR FULFIL CUSTOMER’S REQUIREMENTS, EXPECTATIONS OR PURPOSES OF USE, OR THAT THE CONTRACTZEN SERVICE WILL BE FREE OF DEFECTS OR ERRORS OR INTERRUPTIONS. SUPPLIER SHALL HAVE NO RESPONSIBILITY (OR RELATED LIABILITY) FOR BACKING UP CUSTOMER DATA OR ANY INFORMATION THAT CUSTOMER PROVIDES TO SUPPLIER. FOR THE AVOIDANCE OF DOUBT, SUPPLIER DOES NOT WARRANT THE CONTINUED AVAILABILITY OF THE SERVICE AND IT SHALL NOT BE LIABLE TO COMPENSATE CUSTOMER ANY DOWNTIME OF THE SERVICE. SUPPLIER DOES NOT WARRANT THAT CUSTOMER DATA WILL BE PROTECTED AGAINST, LOSS, MISUSE, OR ALTERATION BY THIRD PARTIES
LIMITATION OF LIABILITY
- EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR CUSTOMER’S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR BUSINESS OR DAMAGE OR LOSS CAUSED AS A RESULT OF INTERRUPTIONS IN BUSINESS.
- SUPPLIER SHALL NOT BE LIABLE FOR THE DESTRUCTION OR LOSS OF CUSTOMER DATA, NOR FOR ANY DAMAGES AND EXPENSES INCURRED TO CUSTOMER AS A RESULT. SUPPLIER SHALL NOT IN ANY WAY BE LIABLE FOR CUSTOMER’S OWN USE OF THE CONTRACTZEN SERVICE OR ANY DAMAGES OR LOSSES RESULTING THEREOF. SUPPLIER SHALL HAVE NO LIABILITY ARISING OUT OF ANY UNAVAILABILITY OF THE CONTRACTZEN SERVICE.
- SUPPLIER ACCEPTS NO LIABILITY WHATSOEVER FOR ANY PROBLEMS CAUSED BY NETWORK CONNECTIONS OR ELECTRICITY SUPPLY, OR ANY OTHER PROBLEMS RELATING TO ANY SERVICE OR PRODUCT PROVIDED BY ANY THIRD PARTY SERVICE PROVIDER.
- SUPPLIER’S AGGREGATE MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIFTY (50) PER CENT OF THE FEES ACTUALLY PAID BY CUSTOMER TO SUPPLIER FOR THE CONTRACTZEN SERVICE DURING THE LAST SIX (6) MONTHS IMMEDIATELY PRECEDING THE RECEIPT OF THE CLAIM FOR DAMAGES.
- THE LIMITATIONS SET FORTH IN THIS CLAUSE 10 WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
- NOTWITHSTANDING THE ABOVE IN THIS CLAUSE 10, NEITHER PARTY SEEKS TO EXCLUDE OR RESTRICT ITS LIABILITY FOR ANY MATTER IN RESPECT OF WHICH, BY LAW, IT IS NOT PERMITTED TO RESTRICT ITS LIABILITY, SUCH AS LIABILITY FOR DAMAGE CAUSED BY GROSS NEGLIGENCE OR INTENT.
- The Parties each undertake and agree to keep confidential the other Party’s confidential information including but not limited to technical, financial and commercial information (hereinafter referred to as “Confidential Information”), unless such Confidential Information is required to be disclosed in order to comply with the obligations set out in this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors who have access to the information, are bound by a similar confidentiality obligation.
The obligations set forth herein regarding Confidential Information shall not apply to information which is:
(i) in the public domain other than by a breach of this Agreement on the part of the receiving Party;
(ii) rightfully received from a third party not bound by any obligation of confidentiality;
(iii) rightfully known to the receiving Party, as shown by the records of the receiving Party; or
(iv) required to be disclosed by law or an authority decision or by a court of competent jurisdiction.
TERM AND TERMINATION
- This Agreement commences on the date Customer first accepts it and continues until the purchased subscription to use the ContractZen Service hereunder has expired or has been terminated.
- Unless otherwise agreed, the term of the subscription is one (1) year. The purchased subscription will automatically renew for additional period equal to the expiring subscription term or one (1) calendar year (whichever is shorter), unless either Party gives the other notice of non-renewal at least thirty (30) calendar days before the end of the subscription term.
- Supplier may from time to time enable “free trial” to use the ContractZen Service. If Customer registers for a free trial, the license to access and use the ContractZen Service will terminate at the end of the free trial period unless Customer purchases a subscription to the ContractZen Service prior to the expiry date. ANY DATA ENTERED INTO THE CONTRACTZEN SERVICE MAY BE PERMANENTLY DELETED UPON THE EXPIRATION OF THE FREE TRIAL UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL BEFORE THE END OF THE TRIAL PERIOD.
- Supplier may upon Customer’s request provide reasonable termination assistance for a maximum of one (1) month after the termination of this Agreement, such termination assistance being assistance in the transfer of Customer Data from the ContractZen Service to a new service substituting the ContractZen Service. Supplier shall charge Customer for the termination assistance in accordance with the Supplier’s price list in force from time to time. Customer shall reimburse any and all out of the pocket expenses of Supplier related to termination assistance. This Section 12.4 does not apply to free trials.
- A Party may terminate this Agreement with immediate effect if the other Party materially breaches the provisions of this Agreement and fails to correct the breach within fourteen (14) days of having received written notice of the breach. Customer acknowledges that a failure by Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and Customer acknowledges that Supplier may cease to provide the ContractZen Service to Customer due to such failure by Customer without prior notice.
- Supplier may terminate this Agreement with immediate effect, in whole or in part, if Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.
- If this Agreement is terminated by Customer due to a material breach by Supplier in accordance with Section 12. 5, Supplier will refund Customer any prepaid fees covering the remainder of the term of the subscription after the effective date of termination. If this Agreement is terminated by Supplier in accordance with Section 12.5 or 12.6, Customer is liable to pay any unpaid fees covering the remainder of the subscription term. Unless otherwise set forth above, any fees paid are non-refundable.
- Upon expiry or termination of the Agreement, Customer shall immediately cease using the ContractZen Service, and all licences and rights granted by Supplier to Customer under this Agreement are revoked. Upon expiry or termination of this Agreement, Customer shall promptly return any possible Confidential Information of Supplier.
- The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.
- Reference Use. ContractZen may use general information (such as the name and/or logo) of Parties to this Agreement in its marketing of the ContractZen Service pursuant to good business practises and reasonable guidelines submitted by the relevant Party from time to time.
- License by Customer to Use Customer’s Feedback. Customer grants to Supplier a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the ContractZen Service any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Designated User(s) relating to the ContractZen Service.
Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its conflict of laws or private international law provisions and the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be attempted to be amicably settled through negotiations between the Parties for a period of thirty (30) days and failing the same, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland and shall be conducted in the English language. The award of the arbitration shall be final and binding on both Parties. Notwithstanding the above, Supplier may always institute legal action in the District Court of Helsinki against Customer and is entitled to seek equitable and/or injunctive relief in any court of law. Moreover, each Party may seek to enforce an arbitration award in any court of law.
Each Party agrees to the applicable governing law above without regard to choice or conflicts of legal rules, and to the exclusive jurisdiction of the applicable arbitration body and courts above. BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT THE PARTIES MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT.
- Subcontractors. Each Party shall have the right to subcontract its obligations under this Agreement. Each Party shall ensure that his subcontractor shall comply with the provisions of this Agreement. Each Party shall be liable for the actions of its subcontractors as for its own.
- Force Majeure. A Party shall not be deemed to be in breach of this Agreement as long as its failure to perform any of its obligations hereunder is caused solely by labour disturbance, fire, act of war or nature, information network or telecommunication network malfunction, government order or any other, similar cause beyond the Party’s reasonable control. If such event persists for over one (1) month, a Party may terminate this Agreement immediately upon written notice to the other Party.
- Assignment. Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by Customer without the prior written consent of the Supplier. Supplier shall be entitled to assign and transfer this Agreement to an affiliate or third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.
- Amendments. Supplier is entitled to amend the Agreement and any appendices including without limitation the fees charged for the ContractZen Service by providing Customer with a one (1) month prior written notice to Customer’s email address. If Customer does not accept the change made by Supplier to this Agreement or its appendices, Customer has the right to terminate the Agreement by notifying Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.
- Independent Contractors: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
- No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.
- Entire Agreement; Drafting; Headings. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating to the subject matter hereof. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof. Headings and captions are for convenience of reference only and do not alter the meaning or interpretation of the Agreement.
- Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.
- U.S. Government Users: This Section 13.12 only applies to the U.S. Government or if you are or are acting on behalf of an agency or instrumentality of the U.S. Government. The ContractZen Software is “commercial computer software” developed exclusively at private expense. Pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the ContractZen Software is governed by the terms of these Terms.