Circularo Services Terms and Conditions

This is a legal document. By accepting these terms via a pop-up, sign-up or similar process, requesting or instructing us to provide the Services, you expressly accept all the terms and conditions contained in this document. You must accept the Circularo Services, if you do not agree with any provision in this document. You must not use Circularo if you are younger than 18 years of age.

1. Introduction

These Circularo Services Terms and Conditions (“Terms”) govern the customisation, consultancy and training Services that we provide to you and are entered into between:

1.1. Circularo Europe s.r.o. Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, Czech Republic (“Circularo”, “Us”, “We”), and

1.2. a corporation, organization or similar entity purchasing a Circularo subscription (“Customer”, "You"), and are represented by a person who has the authority to enter into agreements on your behalf.

2. Definitions

All capitalised words in these Terms have the meanings given in the General Terms or Special Terms or, if none, have the following meaning:

2.1. Activation Services have the meaning given in the Circularo Special Terms (available at https://www.circularo.com/terms/special);

2.2. Consultancy Services mean professional information technology consultancy services provided by Circularo to you in relation the Product;

2.3. Customisations mean a customisation available for purchase and described in the Customisations Policy;

2.4. Customisations Guide means the 'Add-On & Customization Guide' available at https://www.circularo.com/terms/addons-customisations/;

2.5. Customisation Services mean services provided to implement the Customisations in accordance with the 'Add-On & Customization Guide' available on https://www.circularo.com/terms/addons-customisations/;

2.6. Man Day means one business day during which one Circularo representative provides a service under these Terms;

2.7. Particulars mean the details listed in an invoice issued by Circularo;

2.8. Services have the meaning in the General Terms, and include the Consultancy Services, the Customisation Services and the Training Services, but do not include the Activation Services; and

2.9. Training Services mean training services provided by Circularo to educate and the train the Customer's personnel regarding the use the Product;

3. General Terms

3.1. General Terms. These Terms are subject to the Circularo General Terms of Use (https://www.circularo.com/terms/general) ("General Terms"), which form part of these Terms. In accepting these Terms, you are accepting the General Terms. If there is any inconsistency between these Terms and the General Terms, these Terms will prevail to the extent of any inconsistency.

4. Services

4.1. Standard. Circularo will provide the Services to the Customer, as described in the Particulars. Circularo will provide the Services in a professional, prompt and diligent manner, consistent with industry standards.

4.2. Cooperation. You must ensure that you and your personnel provide Circularo with all necessary and incidental information, equipment and instructions, as reasonably required, to enable Circularo to undertake and complete the Services.

5. Access

5.1. The Customer must provide Circularo and its representatives uninterrupted access to its systems, infrastructure or facilities, for the sole purpose of undertaking and completing the Services. You may determine reasonable conditions of entry into any of your facilities, including access during customary business hours. Circularo will be deemed to have discharged its obligation to provide the Services, notwithstanding any inaccessibility, unavailability or interruption directly caused by you or your personnel.

5.2. Contact. You must nominate a person to represent you in relation to the delivery of any Service ("Lead"). Your Lead must be suitably qualified, have the experience and authorisation necessary to allow Circularo to deliver the Services and represent you. Any delay by the Lead in providing information to Circularo will be deemed to be a delay by you. Circularo will nominate a contact person to represent Circularo in relation to the Services (''Circularo Lead'').

6. Delivery of Services - Customisation

6.1. If you have purchased a Customisation, you are entitled to the Customisation Services necessary for us to implement the Customisation. The extent of these services will be reasonably determined by us, having regard to the nature of the Customisation and your systems.

6.2. Requirements. Prior to commencing the Customisation Services, your Lead must provide the Circularo Lead with written requirements regarding each of the Customisations purchased and described in the Customisations Guide ("Specification"). Circularo is entitled to rely on the initial version of the Specification that you provide, including those issued as part of any RFP, bidding, tender or similar pre-sales process. Circularo is not required to commence the Customisation Services until the Activation Services are complete and it has received complete and suitable Specifications in relation to each Customisation. Circularo may request clarification of a Specification or further information, which the Lead must promptly provide.

6.3. Delivery. Unless agreed otherwise, Circularo will undertake and deliver the Customisation Services in a suitable live testing environment and will notify the Lead when each Customisation is available for testing. On acceptance, Circularo will migrate the Customisation from a testing environment into the Customer's live Circularo environment.

6.4. Acceptance. The Lead must confirm the Customisation reasonably satisfies the Specifications, having regard to the Customisations Guide. If the Lead does not provide such confirmation within 3 weeks of the commencement of Customisation Services, Circularo may issue a notice stating that the Customisation Services are complete and such notice will be regarded as discharging Circularo's obligations under these Terms.

6.5. Limitations. You may request changes to the Specifications after these have been provided to Circularo, and these changes must be accepted by the Lead. You agree that Circularo may refuse any request to modify the Specification and is not obliged to deliver the Customisation Service in relation to an amended Specification. Circlaro will determine at its discretion the manner, frequency and number of Man Days required for delivery of the Customisation Services.

7. Delivery of Services - Consultancy

7.1. Requirements. Prior to commencing the Services, the Lead must provide the Circularo Lead with written requirements for the Consultancy Services. You must specify:

7.1.1. the specific tasks and action to be undertaken by us, reflecting any proposal, workplan or similar document;

7.1.2. the maximum number of Man Days for the completion of each specified task; and

7.1.3. the date by which you will provide all input required for the completion of specific tasks and the date by which specific tasks ('milestones') should be completed ("Requirements").

The Requirements must be in writing, contain sufficient detail to enable a reasonable technician to undertake the necessary work.

7.2. Acknowledgement. Upon receipt of the requirements, the Circularo Lead must promptly:

7.2.1. accept and confirm the Requirements will be delivered as stated;

7.2.2. request further information, which the Lead must provide promptly;

7.2.3. request changes to the Requirements, including in relation to the specific tasks, maximum number of Man Days or the milestone dates. These changes must be accepted by the Lead ("Amended Requirements").

7.3. Commencement. Circularo will commence delivery of the Consultancy Services when the Requirements or Amended Requirement have been accepted, or further information has been provided and the Requirements are accepted.

7.4. Changes to Requirements. You may add, remove, change or re-prioritize a Requirement after it has been communicated by the Lead. This change request must be in writing, and accepted by the Circularo Lead in writing. You agree that changing Requirements after delivery of the Consultancy Service has commenced may incur additional fees and will utilize allocated Man Days.

7.5. Limitations. Circularo is not obliged to provide Consultancy Services exceeding the number of Man Days set out in the Particulars. Calculation of Man Days includes consideration and discussion of the Requirements with your Lead, review and finalisation of the Requirements, implementation and amendment of the Requirements. Circularo will record the number of Man Days spent delivering the Requirements and this will be determinative of the Services Provided.

8. Training

8.1. Sessions. Training Services are available as 'sessions', each of which is (i) no longer than 2 hours each, and (ii) delivered in an online format, without Circularo personnel being required to attend your premises.

8.2. Limitations. You understand and agree that the Training Services may utilise content and materials that have been prepared for the general public and are not tailored to your organisation or particular requirements. Although you can indicate the general nature of the topics to be addressed in a training session, we have discretion in how we provide the session and the extent to which we discuss a given topic.

9. Intellectual Property Rights

9.1. Our Intellectual Property. Circularo (or an entity designated by Circularo) owns all the intellectual property rights, including any trade secrets, copyright, trademarks, patents or other unregistered intellectual property rights, in the Services.. Except as expressly set out in these Terms, all such rights are reserved.

9.2. New Intellectual Property. If any Service results in new intellectual property rights (“New IP”), you agree that all New IP will be owned by Circularo and will take all steps to ensure transfer ownership of the New IP. If rights to the New IP cannot be transferred to Circularo, you grant to Circularo (or an entity designated by Circularo) an irrevocable, unconditional, worldwide, royalty-free, exclusive license to the New IP.

9.3. Feedback. Although you are not required to do so, you can provide us with suggestions or proposals. If you do so, you also grant us an irrevocable, unconditional, worldwide, royalty-free, sublicensable, and transferable license to use, sell, display, modify and distribute these suggestions or proposals.

10. No warranties

10.1. At your risk. The Services are provided on an ‘as is’ and ‘where is’ basis. You agree to use the Services at your own discretion and risk. You are wholly responsible for any loss of data or any damage to your device that results from access to and use of the Services.

10.2. No warranties. To the extent permitted by applicable law, Circularo and each of its affiliates, officers, employees or agents (together, “Circularo Parties”), disclaim all express and implied warranties in relation to the Services. This includes, but is not limited to, warranties for merchantability, fitness-for-purpose or non-infringement.

10.3. Limited Warranties. You might have certain rights under applicable law. Nothing in this clause is intended to limit those rights.

11. Term

11.1. These Terms begin on the date you accept them and expire on the earlier of: (i) the date on which the Services are completed or (ii) your Subscription Period.

12. General Provisions

12.1. Notice.If either Circularo or you are required by these Terms to notify the other, this notice can be given by:

12.1.1. e-mail - to info@circularo.com (notice by you) or the email associated with your access to a System or Service (notice by us). Such communications will be deemed delivered 1 business day after being sent;

12.1.2. courier - to the registered address specified in these Terms (notice by you) or disclosed by you to us in connection with a System or Service (notice by us). Such communications will be deemed delivered 5 business day after being sent by a trackable courier;

12.1.3. registered post - to the registered address specified in these Terms (notice by you) or disclosed by you to us in connection with a System or Service (notice by us). Such communications will be deemed delivered 10 business day after being sent by a trackable postage service;

12.2. Changes to these Terms. We can change these Terms from time to time. We will use reasonable endeavours to notify you of any changes that, in our opinion, materially affect your rights, but it is your responsibility to review these Terms on a regular basis to ensure the basis on which you can use the System and Services.

12.3. Transfer. You must not assign or otherwise transfer these Terms without our written consent. We may transfer our rights under the Terms to a third party and will notify you if we do so.

12.4. Interpretation. Headings are provided for convenience only and will not be used to interpret meaning or intent. The word ‘must’ refers to an obligation that, if not performed, will constitute a breach. The word ‘including’ is non-exhaustive.

12.5. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

12.6. Severability. If any part of these Terms is found to be unenforceable or invalid, you agree that the remainder of these Terms remains unaffected.

12.7. Independence - The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created by these Terms and neither Party has the power to bind the other or incur obligations on the other Party’s behalf.

12.8. Force Majeure - Neither Circularo or you are liable to the other for any delay or failure of its obligations under this Terms (except in relation to payment oblgiations), if the delay or failure is due to an unforeseen event that (i) occurs after the signing of these Terms, (ii) is beyond the reasonable control of the either CIrcularo or you, including strikes, blockade, war, pandemic, terrorism, riots, natural disasters, refusal of permission, license or approval by a third party, or the availability of the internet, (iii) prevents or delays the affected party from fulfilling its obligations, and (iv) such party is not able to prevent or remove the event at reasonable cost. The affected party must promptly notify the other party in writing after it reasonably believes such an event will cause delay or failure of its obligations.

12.9. Entire Agreement. These Terms and any Special Terms, constitute the entire agreement between Circularo and you in relation to the Services and supersede any terms included in a purchase order or similar document.

13. Governing Law & Dispute Resolution

13.1. Governing Law. These Terms are governed by and construed according to the laws of the Czech Republic, without reference to conflict of law principles. Any litigation relating to these Terms will be subject to the jurisdiction of any competent court of the Czech Republic.

13.2. Disputes. You agree to notify us of any concern or dispute arising from these Terms. Together with Circularo, you must use your best efforts to settle the matter amicably. If a concern or dispute is not resolved within 30 days of submission, either you or Circularo agree that the dispute will be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court in accordance with the On-line Rules of the Arbitration Court.

13.3. Urgent Relief. If there is any unauthorised access or use of the System or Services by you, you agree that we are entitled to apply for urgent legal relief.

If you have any queries about these Terms or require a copy of an earlier version, please contact us at info@circularo.com.