Terms and Conditions – Documill - Software as a Service
These Documill Software as a Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between Documill Oy, a Finnish corporation having a principal place of business in Finland (“Documill”) and the subscribed client (the “Client”). Client’s SaaS subscription (subject to the payment of the Subscription fee and the provisions for termination set out in this Agreement) shall be deemed Client’s agreement to these Terms and Conditions.
1. DEFINITIONS
For purposes of these Terms and Conditions, the terms below shall have the meanings defined below.
1.1 “Client Content” means any data, information, trademarks, logos, files, images, text or other content that may be provided by Client or its authorized users for use in conjunction with the Software or Services. The Client Content used in conjunction with the Software or Service is stored and maintained in Salesforce.com cloud platform.
1.2 “Subscription Fee” means the fee which covers the provision of the Services during SaaS Term payable annually in advance per end user with a unique license code allocated to each end user connected to the Service. Additional end user licenses can be purchased and added as and when required to expand the number of end users connected to a Service.
1.3 “SaaS Term” means the period during which the Services and access to the Software will be provided by Documill to Client, including the Initial Term and any Renewal Terms (as each is defined in Section 8.1).
1.4 “Services” means the hosting, maintenance, support and other services provided by Documill pursuant to these Terms and Conditions.
1.5 “SaaS” means Documill Software as a Service offering that is based on Documill’s proprietary sofware and provisioned as a service by Documill. It can be used to support various different use cases in the area of document driven business processes. Depending on the use case, the Client can access SaaS using a web browser, API or thru a software application which is separately installed into Client’s computer(s).
1.6 “User Documentation” means Documill user documentation relating to the SaaS.
2. WEB-BASED LICENSE
Documill grants to Client, and Client accepts, a non-transferable, non-exclusive license and right to access the SaaS via the Internet and use the SaaS and the User Documentation only as authorized in these Terms and Conditions, for the purpose of enabling its business operations during the SaaS Term. The SaaS will be managed by Documill (as described in Section 3) and accessed and used by Client through the use of the Internet and Client’s computers.
3. ACCESSIBILITY
Documill will make the SaaS available for Client’s use during the SaaS Term on Client’s computer systems that meet the Documill System Recommendations for accessing the SaaS that Client acknowledges it has reviewed. Documill will provide Client with secure access to the latest supported version of the SaaS via the Internet from the hosting facility Documill has chosen to use for the Service (the “Hosting Site”) on a 24x7 basis (excludes scheduled downtime), except for scheduled on-going maintenance as required and scheduled in advance by Documill.
4. LIMITATIONS
Any Client’s employees, or any other party using the SaaS on behalf of the Client accessing Client Content, accessing or using the SaaS have to have valid license.
5. USER RIGHTS AND LIMITATIONS
By accessing and using the SaaS thru the Service provisioned,
Client will:
• comply with applicable laws
• comply with any codes of conduct or other notices provided by Documill;
• keep its password/s and other authentication details secret;
• promptly notify Documill if it learns of a security breach or unauthorized access related to the Service.
Client may not:
• use the Service in any way that harms Documill or its Affiliates, resellers, distributors and/or vendors (collectively, the “Documill parties”), or any customer of a Documill party or the Service or other Users of the Service;
• engage in, facilitate, or further unlawful conduct;
• damage, disable, overburden or impair the Service (or the networks connected to the Service) or interfere with anyone’s use and enjoyment of the Service;
• resell or redistribute the Service, or any part of the Service, unless Client has a contract with Documill that permits it to do so;
• use any unauthorized automated process or service to access and/or use the Service, however, periodic automated access to the Service for report creation or scheduling is permitted;
• use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service or work around any of the technical limitations in the Service;
• modify, create derivative works from, reverse engineer, decompile or disassemble or otherwise attempt to discover any trade secret contained in the Service or in any technology, or system used by Documill in connection with providing the Service, except and only to the extent that applicable law expressly permits Customer to do so despite this limitation;
• copy any ideas, features, functions or graphics of the Service.
6. SERVICE FEES
In order to access and use the SaaS, Client shall pay a “Subscription Fee” communicated to the Client on annual basis during the SaaS Term. The Subscription Fee is fixed for the Initial Term and the First Renewal Term (defined below). The Subscription Fee for any subsequent Renewal Term (defined below) may be subject adjustment decided by Documill at its sole discretion. If Subscription Fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to Client by Documill, all further access to the Service will be blocked without notice.
In consideration of the provision of any other services provided by Documill to Client, Client shall pay additional fees based on Documill then current Service fees.
Documill shall send to Client an invoice in respect of the Subscription Fee and any Extension Fees in advance. All invoices are payable within the terms specified in the invoice by Documill after the date thereof unless otherwise agreed in writing.
7. TERM AND TERMINATION
7.1 Initial Term; Renewal Terms
The SaaS Term will commence when Documill makes the SaaS available to the Client via the Internet as contemplated by Section 2 (“Web-based license”) above. The SaaS Term shall continue in effect for a period of twelve (12) months (the “Initial Term”), unless earlier terminated as provided in these Terms and Conditions.
Upon expiration of the Initial Term, the SaaS Term shall automatically renew with the Client payment of Subscription fee to Documill for successive renewal terms of twelve (12) months each (each a “Renewal Term”) unless earlier terminated as provided in
these Terms and Conditions.
7.2 Termination for Breach
Notwithstanding Section 7.1, either Client or Documill may
terminate the SaaS Term as a result of a material breach of these
Terms and Conditions by the other party, if (a) such party provides
written notification to the other party of the material breach, and
(b) such material breach is not resolved within thirty (30) days of
notification, or, in the case of a failure to pay fees in a timely
manner by Client after a ten (10) day late payment period. For
purposes of this Section, a material breach by Documill includes a
failure to provide at least 98.6% availability in three (3) consecutive
calendar months. If a breach described in the preceding sentence
occurs, Client shall have to right to forego termination and request
a refund of remaining Subscription Fees commensurate with the
lack of availability.
7.3 Termination for Convenience
Subject to Section 7.4 (Effect of Termination) below, Client has the
right to terminate this contract at any time during the Renewal
term, but latest 45 days before the end of the Renewal Term. The
termination will be effective at the end of the Renewal term.
7.4 Effect of Termination
In the event the SaaS Term is terminated by Client for convenience
or by Documill as a result of a material breach by Client prior to
the completion of the Initial Term or any Renewal Term, Client
shall pay Documill the remaining balance of Subscription Fees
owed for the entire Initial Term or, if then in effect, the entire
applicable Renewal Term. Both parties acknowledge that this
payment represents a reasonable estimate of Documill’s damages
in the event of an early termination. In the event of termination of
the SaaS Term for any reason, Client’s access and use of the
Software shall cease immediately, and the provisions of Sections
13, 16, 17 and 18 shall survive.
8. MAINTENANCE WINDOWS
Documill and/or its hosting or telecommunications vendor(s) may
perform system maintenance during the following “Maintenance
Windows”, and Documill will announce upgrades and all planned
outages in advance.
9. AVAILABILITY
Documill targets to provide 99.2% “availability” to the Software
during the SaaS Term, calculated on a monthly basis. For purposes
of these Terms and Conditions, “availability” exists unless the SaaS
is not accessible to Client due to (i) a hardware failure of the server
at the Hosting Site, or (ii) a connection failure between the server/s
hosting the SaaS and the closest Internet router, in to each case
excluding Maintenance Windows defined above. Possible software
bugs, errors or other problems are not relevant to availability and
are addressed under Section 11 below.
10. SUPPORT
Documill will provide Technical support via e-mail, on-line channel
and phone, with an average five (5) support requests per month
(excluding requests directly related to the Software bugs) to Client
during the SaaS Term. Technical support services are provided
during business days and hours, excluding national holidays of
Finland. The first reply is provided within one (1) business day, and
resolution of reproducible bugs shall be according to severity
categorization below.
Documill will categorize support request as follows:
P0 Fatal Software Issue
Catastrophic failure; Software aborts, cannot get any functionality
from the Service. An example P0 issue: none of the Client’s
documents get populated or are not searchable.
Maximum 24-hours for the fix; Corrective action will be started
immediately within above defined technical support hours and
continued interruptedly as long as initial fix (circumvention) for the
failure is ready.
P1 Limited Functionality of the Software
Significant issue; Software not delivering intended functionality. An
example P1 issue: only some of the Client’s documents get
populated or only part of the search results are listed.
Maximum 1 week to fix
P2 Annoying Functionality
Minor Software issue or Software exhibits annoying behaviour. An
example P2 issue: small number of fields in Client’s documents not
getting populated and populating those manually is only a minor
inconvenience for the users.
To be fixed in next regularly scheduled release
P3 Enhancement Request
Prioritized according to feature requests
May be implemented in a future Software release
Support outside of these hours is only provided for down or
mission critical cases. For example:
Unable to access software
The Client may access Documill’s support resources in any of the
following ways:
• World Wide Web: www.documill.com
• e-mail: support@documill.com
• Tel. +358 50 408 1839
Documill Support will assist the Client with the following types of
issues:
• Problems with or questions about the operation of SaaS or
related Services
• Problems with interfaces between the SaaS and third party
data sources like Salesforce.com
• Error messages that occur in the context of the SaaS
11. UPGRADES
Documill will install software upgrades/releases of the SaaS which
are generally made available to its other Clients of the Saas thru
the related Service, including patches and/or fixes, as they are
made available at no charge during the SaaS Term. Documill will
determine and announce upgrades as described in Section 8 of
these Terms and Conditions.
12. CLIENT RESPONSIBILITIES
Client is responsible for administering and granting of rights to its
users using a specific form in the SaaS. Client is also responsible
for ensuring that its users comply with these Terms and
Conditions with respect to use of the SaaS and related Services.
Client shall provide connectivity and security to the Internet for its
location(s) for purposes of providing adequate access to the SaaS
hosted at the Documill Hosting Site.
Documill shall not be responsible for the reliability or continued
availability of the communications lines, or the corresponding
security configurations, used by Client in accessing the Internet to
access the Software.
13. INTELLECTUAL PROPERTY RIGHTS
Client agrees that the SaaS, related User Documentation and
related Services are proprietary products and services and that all
right, title and interest in and to the SaaS, related User
Documentation and related Services, including all associated
intellectual property rights, are and shall at all times remain with
Documill and its third party licensors.
The Documill software empowering SaaS and related Client
installable software modules contain trade secrets and proprietary
information owned by Documill or its third party licensors and is
protected by United States copyright laws and international trade
provisions. Client must treat the SaaS and related Client installable
software modules like any other copyrighted material and Client
may not copy or distribute related Client installable software
modules or the User Documentation, electronically or otherwise,
for any purpose.
Client hereby grants to Documill a non-exclusive right to use all
Client Content as necessary solely for the purposes of provisioning
the SaaS and related Services to Client and its authorized users
pursuant to these Terms and Conditions. In all usage situations all
right, title and interest in and to the Client Content remains with
the Client.
14. OTHER RESTRICTIONS
Use of the SaaS is restricted to use by the specific licensing entity
only, and only in the context of the Client Content. Client may not
use the SaaS for the benefit of any third parties or provide service
bureau. Client may not reverse engineer, disassemble, decompile
or make any attempt to ascertain, derive or obtain the source code
the SaaS related Client installable software.
The SaaS and Client Content shall not be used for any commercial
purpose beyond the functionality offered by the SaaS. Except as
may be permitted in section 5 consistent with Documill’s
permissions for the SaaS, the Client hereby agrees, represents and
warrants to Documill that it will not access or use the SaaS for any
purpose that is unlawful or prohibited by these terms, conditions,
and notices.
15. WARRANTIES
15.1 Mutual Warranties
Each party warrants that (i) it has the right and power to enter into
these Terms and Conditions, and (ii) it will comply with any
applicable laws and regulations pertaining to these Terms and
Conditions.
15.2 Documill Limited Warranty
Documill warrants that the provisioning of the SaaS and related
Services will be performed in a professional and workmanlike
manner in accordance with recognized industry standards.
15.3 Remedies
If during the Warranty Period the SaaS fails to comply with the
Warranties set forth above, Documill's entire liability and Client’s
exclusive remedy will be either a) repair or replacement of the
SaaS, or if in Documill’s opinion such repair or replacement is not
possible, then b) termination of the SaaS Term and a refund of the
Subscription Fees paid for the SaaS. This limited warranty is void if
failure of the SaaS has resulted from accident, abuse, misuse or
negligence of any kind in the use, handling or operation of the
Software, including any use not consistent with the User
Documentation or Documill training. Documill's entire liability and
Client’s exclusive remedy for any breach of warranty with respect
to the Services related to the SaaS as described above shall be
Documill repeating the Services performed.
15.4 Disclaimers
Any written or oral information or representations provided by
Documill agents, employees, resellers, consultants or service
providers with respect to the use or operation of the SaaS will in
no way increase the scope of Documill’s warranty. Documill and its
suppliers exercise no control whatsoever over the content of the
information passing through their systems. Client and users must
exercise their own due diligence before distributing and/or relying
on information available on the Internet, and must determine that
they have all necessary rights to copy, publish, or otherwise
distribute such information under copyright and other applicable
laws.
DOCUMILL DOES NOT AND CANNOT WARRANT THE
PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE
SAAS OR RELATED CLIENT INSTALLABLE SOFTWARE, OR THAT THE
SAAS OR RELATED CLIENT INSTALLABLE SOFTWARE WILL MEET
CLIENT’S REQUIREMENTS OR THAT THE PROVISIONING OF THE
SAAS OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE,
DOCUMILL EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS
OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY
ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY
LAW, AND FURTHER DOCUMILL EXPRESSLY EXCLUDES ANY
WARRANTY OF NONINFRINGEMENT, TITLE, FITNESS FOR A
PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT
PERMITTED BY LAW.
16. CONFIDENTIAL INFORMATION
16.1 Definition
The term “Confidential Information” shall mean: (i) any and all
information which is disclosed by either party (“Owner”) to the
other (“Recipient”) verbally, electronically, visually, or in a written or
other tangible form which is either identified or should be
reasonably understood to be confidential or proprietary; and (ii)
the terms, including without limitation, the pricing, of the Services
and any proposals or other documents that preceded these Terms
and Conditions.
Confidential Information may include, but not be limited to,
personal information (individual name, address, contact
information), organization, credit card information, trade secrets,
computer programs, software, documentation, formulas, data,
inventions, techniques, marketing plans, strategies, forecasts,
client lists, employee information, financial information,
confidential information concerning any of Owner’s past, current
or future plans and initiatives, and confidential information
concerning Owner’s business or organization, as Owner has
conducted it or as Owner may conduct it in the future. In addition,
Confidential Information may include information concerning any
of Owner’s past, current, or possible future products or methods,
including information about Owner’s research, development,
engineering, purchasing, manufacturing, accounting, marketing,
selling, leasing, and/or software (including third party software).
16.2 Treatment of Confidential Information
Owner’s Confidential Information shall be treated as strictly
confidential by Recipient and shall not be disclosed by Recipient to
any third party except to those third parties operating under nondisclosure
provisions no less restrictive than in this Section and
who have a justified business “need to know”. Client shall protect
the deliverables resulting from Services with the same degree of
care. These Terms and Conditions impose no obligation upon the
parties with respect to Confidential Information which either party
can establish by legally sufficient evidence: (a) was in the
possession of, or was rightfully known by the Recipient without an
obligation to maintain its confidentiality prior to receipt from
Owner; (b) is or becomes generally known to the public without
violation of these Terms and Conditions; (c) is obtained by
Recipient in good faith from a third party having the right to
disclose it without an obligation of confidentiality; (d) is
independently developed by Recipient without the participation of
individuals who have had access to the Confidential Information;
or (e) is required to be disclosed by court order or applicable law,
provided notice is promptly given to the Owner and provided
further that diligent efforts are undertaken to limit disclosure.
16.3 Rights and Duties
The Recipient shall not obtain, by virtue of these Terms and
Conditions, any rights, title, or interest in any Confidential
Information of the Owner. Within fifteen (15) days after
termination of the SaaS Term all copies of Confidential Information
in any form, including partial copies, have been destroyed,
returned, or used solely as the Owner so directs.
16.4 Publicity
Notwithstanding this Section 16 (“Confidentiality”), no prior written
approval is required by Documill to reference Client as a customer
as part of its own sales and marketing activities.
16.5 Survival
The terms of this Section 16 shall survive termination of the SaaS
Term.
17. INDEMNITY
17.1 By Documill
Documill shall indemnify and defend Client against any third party
claims that the SaaS or related Client installable software made
available to Client by Documill infringe any copyright during the
SaaS Term, provided that Documill is given prompt notice of such
claim and is given information, reasonable assistance, and the sole
authority to defend or settle said claim. In the defence or
settlement of any claim relating to infringing Saas or related Client
installable software, Documill shall, in its reasonable judgment and
at its option and expense: (i) obtain for Client the right to continue
using the SaaS or related Client installable software; (ii) replace or
modify the SaaS or Client installable software so that it becomes
non-infringing while giving substantially equivalent functionality; or
(iii) if Documill determines the remedies in (i) or (ii) are not
commercially reasonable, as its sole obligation, terminate the SaaS
Term.
Documill shall have no liability to indemnify and defend Client to
the extent (i) the alleged infringement is based on infringing
information, data, software, applications, services, or programs
created or furnished by or on behalf of Client; (ii) the alleged
infringement is the result of a modification made by anyone other
than Documill; or (iii) Client uses the SaaS or related Client
installable software other than in accordance with these Terms
and Conditions or any documentation delivered by Documill. This
Section states Documill’s entire liability and Client’s sole and
exclusive remedy for claims relating to infringement.
17.2 By Client
Client shall indemnify and defend Documill against any claims
resulting from the use of the Software, or Services; (i) that any
Client Content (including without limitation content provided by
Client for inclusion on a donation site) infringes or violates any
rights of third parties, including without limitation, rights of
publicity, rights of privacy, intellectual property, trade secrets or
licenses; or (ii) arising from or relating to Client’s or its users’ failure
to comply with these Terms and Conditions.
17.3 Survival
The terms of this Section 17 shall survive termination of the SaaS
Term.
18. LIMITATION OF LIABILITY
EXCEPT FOR THE INDEMNIFICATION FOR THIRD PARTY CLAIMS
PROVIDED IN SECTION 17, DOCUMILL’S MAXIMUM LIABILITY FOR
ANY ACTION ARISING UNDER THESE TERMS AND CONDITIONS,
REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT,
CONTRACT OR OTHER FORM OF LIABILITY, SHALL IN NO EVENT
EXCEED THE FEES PAID BY CLIENT DURING THE TWO-YEAR PERIOD
TO DOCUMILL OF CLIENT’S LOSS. IN NO EVENT SHALL DOCUMILL
BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT
LIMITATION, LOST DATA, LOST PROFITS, OPPORTUNITIES OR
CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS
INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NONPECUNIARY
LOSS, HOWEVER ARISING, EVEN IF DOCUMILL HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DOCUMILL SHALL HAVE NO LIABILITY OR RESPONSIBILITY IN THE
EVENT OF ANY LOSS OR INTERRUPTION IN ACCESS TO THE SAAS
OR RELATED CLIENT INSTALLABLE SOFTWARE DUE TO CAUSES
BEYOND ITS REASONABLE CONTROL OR FORESEEABILITY, SUCH AS
LOSS, INTERRUPTION OR FAILURE OF TELECOMMUNICATIONS OR
DIGITAL TRANSMISSIONS AND LINKS, INTERNET SLOWDOWN OR
FAILURES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET
FORTH HEREIN.
19. FORCE MAJEURE
Except for Client’s obligation to pay Documill, neither party shall be
liable for any failure to perform its obligations under these Terms
and Conditions if prevented from doing so by a cause or causes
beyond its control, including without limitation, acts of God, failure
of suppliers to perform, fire, floods, storms, epidemic or
quarantine restrictions, earthquakes, riots or civil commotion,
strikes, war, and restraints of government freight or other
embargoes, weather conditions or any failures by Documill’s
subcontractors or suppliers.
20. NOTICES
All notices or other communications referenced under these
Terms and Conditions shall be made in writing and sent to
“Attention: General Counsel” at Documill’s address available in
www.documill.com to Client’s address set forth in when
Subscribing to the Service. All notices shall be deemed given to the
other party if delivered receipt confirmed using one of the
following methods: registered or certified first class mail, postage
prepaid; recognized courier delivery; or electronic mail.
21. GOVERNING LAW; ARBITRATION
These Terms and Conditions shall be governed by the laws of the
Finland. Any dispute, controversy or claim arising out of or relating
to this contract, or the breach, termination or validity thereof, shall
be finally settled by arbitration in accordance with the Rules for
Expedited Arbitration of the Arbitration Institute of the Finland
Chamber of Commerce. Any decision in arbitration shall be final
and binding upon the parties. Notwithstanding the above,
Documill may sue in any court for infringement of its proprietary
or intellectual property rights.
22. MISCELLANEOUS
Except as otherwise specifically stated herein, remedies shall be
cumulative and there shall be no obligation to exercise a particular
remedy. If any provision of these Terms and Conditions are held to
be unenforceable, the other provisions shall nevertheless remain
in full force and effect. The failure by either party to enforce any
rights granted hereunder or to take action against the other party
in the event of any breach of these Terms and Conditions will not
be deemed a waiver by that party as to the subsequent
enforcement of rights or subsequent actions in the event of future
breaches. These Terms and Conditions set forth the entire
agreement between the parties with respect to the subject matter
hereof and all other agreements, representations,
communications and understandings, both oral and written, are
superseded hereby.
