SharePoint|sapiens Trust-Center

Services Agreement

Version 3.5, 2024-04-03

This Services Agreement (“Agreement”) is a legal agreement between SapiensIT Consulting GmbH, a company incorporated in Austria (registration number 241892z) having its registered office at 1110 Wien, Sdlg. Neugebäude 5/116, (“Sapiens”, “Supplier”, “we” or “us”) and the entity or person (“you”, “your”, or “user”), referred to jointly as the “Parties”.

This Agreement describes the terms and conditions that apply to your use of the Services.

If you do not understand any of the terms of this Agreement, please contact us before using the Services.

You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

1. Definitions

1.1 Subscription Plan: the periodically renewing plan selected by you in your purchase order, setting out the Services to be provided by us (as well as the price and periodic basis for payment) in accordance with the Agreement.

1.2 Upgrade and Downgrade: the upgrading or downgrading of your Subscription Plan to a lower or higher level, resulting in the availability of features, the arising of limitations and lower or higher amounts to be paid periodically.

1.3 Services: the services to be provided to you by us under this agreement and where relevant described in further detail.

2. Basis of this Agreement

2.1 Your request through the add-in’s licensing & checkout page or your purchase order constitutes an offer by you to purchase the Services in accordance with this agreement.

2.2 Your request will only be deemed to be accepted if we have received cleared payment in full of the relevant subscription fee.

2.3 During the subscription term, we will provide the Services in accordance with the Subscription Plan in all material respects and subject to this Agreement.

2.4 During the subscription term, we will grant you a license, to install and use the software, apps, and add-ins, to access and use the services, provided by us.

3. Charges & Payment

3.1 Online checkout: Use the add-in’s licensing & checkout page and purchase a plan subscription via credit card. You will be charged the first time immediately and thereafter on the first day of each new period your Subscription Plan is renewed. You agree that, for each period, the amount set out in the Subscription Plan may be withdrawn automatically from your credit card. If you decide to cancel the subscription, your current Subscription Plan will remain active until the end of the current billing period. You can either subscribe to a monthly or annual plan.

3.2 Purchase order: Contact support@sharepointsapiens.com if you want to purchase via purchase order. The license will not be renewed automatically. The available payment methods are international wire transfer or credit card. You can only purchase a license for one year or longer, monthly billing is not available.

3.3 Upgrade: If you decide to upgrade to a higher Subscription Plan, remaining days or amounts of your previous Subscription Plan will be deducted from the new upgrade invoice amount.

3.4 Downgrade: If you decide to downgrade to a lower plan, your current Subscription Plan will remain active until the end of the current billing period.

3.5 All Credit Card payments are being processed by Stripe Payments Europe, Ltd.

4. Term & Termination

4.1 The agreement shall be automatically renewed for each following billing period as set out in your purchase order, unless either party gives the other party 30 days prior written notice of termination.

4.2 If not terminated by you or us, you agree that the Agreement will remain valid for each period and periodically renew as set out in the Subscription Plan.

4.3 You may terminate the agreement and the validity of your Subscription Plan by cancelling your Subscription Plan or giving notice via e-mail to support@sharepointsapiens.com.

4.4 On termination of this agreement for any reason, all licenses granted under this agreement shall immediately terminate.

4.5 If you terminate the agreement, we shall not be obliged to refund any part of the subscription fees already paid by you.

4.6 You may terminate the validity of the chosen Subscription Plan at any time, being aware that, the current Subscription Plan remains active and available for use until the end of the current period.

4.7 If we stop providing the Service and terminate your subscription in absence of a material breach of this agreement by you, we’ll give you a refund for the unused period. The amount is calculated as the percentage of unused time compared to the entire billing period. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund or discount or credit. 

5. Privacy and Data Processing

5.1 Please refer to our Data Processing Agreement for information about how we collect, use and disclose information and protect your privacy when you use our Services.
https://www.sharepointsapiens.com/help/trust-center/data-processing-agreement/

5.2 A mutual nondisclosure agreement can be connected to extend this agreement.

5.3 A data processing addendum can be connected to extend this agreement. For customers in the European Union, we provide an individual Data Processing Addendum on request. Please contact support@sharepointsapiens.com.

6. Acknowledgements, Warranty and Warranty Limitations

6.1 You acknowledge that complex software and services are never wholly free from defects, errors and bugs and that we give no warranty or representation that the Services provided under this agreement will be wholly free from defects, errors and bugs.

6.2 We warrant that the software and services we provide under this agreement will materially conform to and function in accordance with their documentation. If there is a failure to meet this warranty, and we do not correct this failure, or do not provide a solution to work around within 30 days after you have notified us, you may terminate the subscription. In case of such a termination we will provide to you a prorated refund of the fees paid for the portion of the then-current subscription term remaining as of the effective date of termination.

6.3 You acknowledge that complex software and Services are never entirely free from security vulnerabilities and that we give no warranty or representation that the software and services provided under this agreement will be entirely secure.

6.4 We warrant that we use commercially reasonable efforts, including employing methods, controls and tools, consistent with the current industry standard, to prevent our software and services, and any updates to them, from containing viruses or other malicious code.

7. Limitation of Liability

Except for liability for death, personal injury or damages arising out of fraud, wilful intent, gross negligence, or a breach of confidentiality or privacy obligations, including the terms of a connected mutual nondisclosure agreement, including a breach of the terms of an additional nondisclosure agreement, or a breach of our Data Processing Agreement or Data Processing Addendum, and our indemnification obligation set out in Section 8, (i) neither party will be liable to the other party for indirect, consequential, special, exemplary, or punitive damages, even if such other party has been advised of the possibility of such damages, and (ii) in any billing period, our and your total liability arising under or in connection with the Agreement will be no more than the amount paid and payable for the Services during the billing period in which the event that gave rise to the liability has occurred.

8. IP indemnification

Without prejudice to your other rights and remedies under the Agreement or at law, we shall indemnify, defend and hold you harmless against all losses suffered by you (including your officers, directors, employees and assigns), penalties and fines imposed on you by the competent authorities and all losses awarded in a final court judgement or settlement arising out or in connection with a third party claim relating to any infringement or alleged infringement of any third party’s intellectual property rights relating to your receipt, use or possession of the Services and/or the software.

9. Restricted Activities

9.1 You may not work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited.

9.2 You may not reverse engineer or attempt to reverse engineer the Services except as expressly permitted by laws.

9.3 You may not perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users.

9.4 You may not impose an unreasonable or disproportionately large load on the Service.

10. Force Majeure

We shall have no liability to you if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on business, by acts, events, omissions or accidents beyond our reasonable control and not susceptible to being planned for or avoided by reasonably prudent persons or entities providing or operating a business similar in scale and scope to us, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, 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, provided that you are notified of such an event and its expected duration. If we are prevented from, or delayed in, performing any of our obligations under this agreement, you may suspend payment normally due to us for those parts of the Services that are not provided by us.

11. Notices

Any notice or other communication required to be given to us under or in connection with this agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at our registered office.

12. Waiver

12.1 A waiver of any right under this agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

12.2 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.

13. Severance

13.1 If a court or any other competent authority finds that any provision of this agreement or part of any provision is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

13.2 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14. Third Parties

A person or entity who is not a party to this agreement shall not have any rights under or in connection with it. 

15. Contacting Us

In case you have any questions, complaints, or comments about this Services Agreement, this service, or website, or require further clarification of any kind, please do not hesitate to contact us:

via mail SapiensIT Consulting GmbH, Sdlg. Neugebäude 5/116, 1110 Wien, AUSTRIA

via e-mail support@sharepointsapiens.com

16. Support

We will provide you with support to resolve general issues relating to the Services provided and your use of these Services. This support includes resources and documentation that we make available to you through the current versions of our support pages, documentation, and other pages on our websites. The most efficient way to get answers to your questions is to review our documentation.

If you still have questions after reviewing the documentation, please contact us via e-mail.

We provide support on Austrian business days, Monday to Thursday 9:00 am to 6:00 pm and Friday 9:00 am to 2:00 pm.

Though we do our best to respond immediately to support requests, the most urgent requests take priority. It may take us up to 24 hours to respond.