Circularo Special Terms

This is a legal document. By accepting these terms via a pop-up, sign-up or similar process, logging into or accessing Circularo, you expressly accept all the terms and conditions contained in this document. You must not use Circularo, 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 Special Terms of Use (“Terms”) apply to your purchase and use of the  'Pro', 'Team' and 'Enterprise' editions. These terms form an agreement between:

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

1.2. You. 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 have the following meaning:

2.1 Activation Services mean providing access to at least one 'administration' Regular User who has the Customer's permission to activate the Product and activate the Product for the Customer's other Users;

2.2 Add-ons are 'off-the-shelf' Product solutions that are not included in the Transaction Price or Subscription, and are available to the Customer on the terms of the 'Add-On & Customization Guide';

2.3 Business Day means any working day that is not a weekend, public holiday or bank holiday under the laws of the country in which the Customer is registered;

2.4 Customizations are additional Product configurations implemented in accordance with the Customer's instructions and are not included in the Transaction Price or Subscription, and are available on the terms of the 'Add-On & Customization Guide';

2.5 Effective Date means the date in the Particulars;

2.6 External User (or 'recipient') means a Product user that is not registered to use the Product and has only limited access to the Product as determined by the Customer;

2.7 Lite User means a User with a registered Circularo profile, but with limited access and functionality as follows: (i) Lite User - Archiving means a Lite User that has access to the Product's document-management and archiving ('DMS') functionality and is permitted to create, upload, archive, delete and organize documents in the Product, but is not permitted to use the Product as a Lite User - Reading or Lite User - Signing; (ii) Lite User - Reading means a Lite User that is permitted to review all documents in the Product to which access has been provided and view, comment and use the 'chat' function regarding these documents, but is not permitted to use the Product as a Lite User - Archiving or Lite User - Signing; (iii) Lite User - Signing means a Lite User that is permitted to receive signature requests from Regular users and sign documents, but is not permitted to use the Product as a Lite User - Reading or Lite User - Archiving;

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

2.9 Product means Circularo's proprietary software known as 'Circularo' available as one of the editions described in the Product documentation, the General Terms and these Terms, but does not include an Add-On or Customization;

2.10 Regular User is a User with a registered profile that enables full access to the Circularo environment and Circularo features. Upon commencement of the Service, the Customer can nominate Regular Users,but cannot change these during the Service without incurring additional charges. Users cannot nor share access or login credentials;

2.11 Section means a section of these Terms;

2.12 Subscription means your right to use the Product on the terms set out in Section 3.1, including receiving Product updates, and the 'Standard' Support Plan. For "On-Premise" deployments, the Subscription does not include Product updates, which are subject to the 'On-Premise' described in Section 4.3;

2.13 Subscription Period means the subscription period specified in the Particulars;

2.14 Support Plan means a support plans specified in (i) for "Cloud" deployment options, the Circularo SaaS Support Policy or, (ii) for "On-premise" deployment options, the Circularo On-Premise Support Policy and SLAs.

2.15 Terms means these Terms and each Exhibit;

2.16 Transaction is a single, unique request made by a Regular User to process a document in the Product, such request being made through Circularo or the Circularo API for automated processes, involving any number of Users; and

2.17 User a person, not a company, organization, team, group or similar body, who has registered for the Product using an email address that is not shared or used by any third party including other Circularo users, including as a shared or group email address.

3. General Terms & Inconsistency

3.1 General Terms. These Terms are subject to the Circularo General Terms of Use ("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. Product & Subscription

4.1 Right to Use. From the Effective Date, the Customer and its Users may access and use the Product as described in the Particulars for the Subscription Period, subject to:

4.1.1 the relevant Subscription Period;

4.1.2 no more than the 'Maximum Users' specified in the Particulars being made available to the Customer;

4.1.3 undertaking at least the 'Minimum Transactions' specified in the Particulars and no more than the 'Maximum Transactions' specified in the Particulars during the 'Transaction Period' specified in the Particulars; and

4.1.4 the usage parameters set out in Section 3.3; and

4.1.5 complying with these Terms and the General Terms at all times.

4.2 Deployment. Depending on the deployment option in the Particulars the following will apply:

4.2.1 if you have selected the "Cloud" deployment option, all aspects of the Product will be provided by Circularo through a Cloud Provider (as defined in the General Terms) and, subject to your compliance with these Terms, costs associated with the Cloud Provider will be included in the Transaction Price. If the Customer does not undertake the MInimum Transactions, Circularo may charge the Customer for hosting services on a cost-basis; or

4.2.2 if you have selected the "On-Premise" deployment option, all aspects of the Product will be hosted by the Customer on the Customer's premises or in the Customer's own cloud environment, at the Customer's expense. The Customer remains responsible and fully liable for all aspects of Product hosting. Circularo may make available certain software to enable the Customer to host the Product, and such software must only be used to access the Product. This deployment option excludes all Product updates, bug-fixes or upgrades.

4.3 Usage Parameters.

4.3.1 User identity. Each User must be readily identifiable by the Customer if requested by Circularo and each of the Customer's Users must have the same access control policies, including one organizational domain, one SMTP email based identity and one.

4.3.2 Authentication. Each User's Product access must be authenticated in the Product using a unique email ID, existing oAuth 2.0 account or active directory integration for ‘On-Premise’ deployment, as specified in the documentation.

4.3.3 Regular and Lite Users. Regular Users and Lite Users must be Users employed, contracted or otherwise engaged by the Customer.

4.3.4 Group Access. The email addresses registered by Regular Users and Lite Users in order to access the Product must utilize the same organizational domain.

4.3.5 Lite Users. The Customer may nominate and establish Lite User privileges and/or access rights once during the Subscription Period. Lite Users may manage Product profile and certain preferences during the Subscription, as specified in the documentation.

4.3.6 External Users. External Users (or 'recipients') cannot login to the Product, manage a Product profile or undertake Transactions. External Users must not use or have access to an email address utilising a domain used by Regular Users or Lite Users. External Users must only access and sign documents made accessible by Regular Users through secure transmission protocols and/or the Product.

4.4 Subscription Exclusions. Unless agreed in the Particulars, the Customer's Subscription does not include the following:

4.4.1 an Add-On, Customisation or Support Plan;

4.4.2 support or service relating to the migration of the Customer's data from the Product upon expiry or termination of the Subscription. The Customer must migrate data from the Product prior to the expiry of a Subscription; or

4.4.3 any technical and development assistance in relation to the Circularo 'REST' API or any third party custom integration utilizing the Circularo 'REST' API'.

4.4.4 Admin or end-user Training and any consulting services how to use the Product or Implement certain business requirements.

4.5 Modifications. Circularo may modify the Product at any time during the Subscription Period, including its functionality, features and/or operation. If any modification materially reduces a Customer's utility of the Product, Circularo will endeavour to provide prior written notification to the Customer, including on its website.

5. Activation; Support and Maintenance

5.1 Activation. Within 3 Business Days of the Effective Date, Circularo will complete the Activation Services. If you have selected an "On-Premise" deployment, Circularo will complete the Activation Services within 5 Business Days of you providing remote access to hardware infrastructure and necessary authorizations to provide the Activation Services. The Activation Services are not consultancy services, Add-Ons or Customizations and include only the work required to install, configure or operationalize the Product.

5.2 Activation Assistance. If requested, you must provide Circularo and its representatives reasonable access to its systems, infrastructure and/or personnel in order to complete the Activation Services, subject to any reasonable requirements. If your systems, infrastructure or personnel are inaccessible, unavailable or interrupted, we will notify you of this and you will be deemed to have waived the time period set out in Section 4.1.

5.3 Support Policy & SLAs. The Customer is entitled to the support and maintenance services described in the Circularo SaaS Support Policy and SLAs. If you have an "On-Premise" deployment, you are entitled to the support and maintenance services on separate terms that we will make available to you on Circularo On-Premise Support Policy and SLAs.

5.4 Additional Services. If the Customer requests additional services from Circularo at any time during the Subscription Period, these will be provided on the terms of the Circularo Services Terms and Conditions;

6. Resellers

6.1 These Terms apply whether you purchase the Product directly from Circularo or through an authorized reseller. The Customer acknowledges and agrees that Circularo is not bound by any representations, warranties or obligations other than those set out in these Terms or the General Terms.

7. Third Parties

7.1 Third Party Services. The Customer may use third party services in connection with the Product, subject to the documentation. Any such use is at the Customer's sole risk and Circularo is not responsible for any matter or liability arising in connection with the third party service, its interaction with the Product or the Customer's hardware, software, network or systems. Circularo may request the Customer to immediately cease using a particular third party service and the Customer's sole remedy will be to immediate termination of these Terms.

8. Pricing

8.1 Pricing. The pricing made available, and the Customer's rights under these Terms to access and use the Product, are conditional on the Customer purchasing and completing payment for the Minimum Transactions and not exceeding the maximum number of Transactions described in the Particulars. All amounts are payable notwithstanding that the Customer has not utilized all Transactions less than the number of 'Maximum Transactions' specified in the Particulars.

8.2 Payment. The Customer will be invoiced prior to the Effective Date and must complete payment on the date stated on the invoice or, if there is no date, no later than the Effective Date.

8.3 Payment Terms. The payment terms set out in the General Terms apply to all amounts payable under these Terms.

9. Term; Termination

9.1 Term. These Terms begin on the date you accept them and expire on the earlier of: (i) your Subscription Period; (ii) expiry or termination of the Special Terms; or (ii) the Terms are terminated by you or Circularo for any of the reasons set out below.

9.2 Auto-Renewal. Unless you expressly opt-out, these Terms and your current Access Period will renew on the same terms as your current Subscription. It is your responsibility to manage your subscription preferences and we are not required to notify you of any renewal.

10. General Provisions

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

10.1.1 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;

10.1.2 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;

10.1.3 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;

10.2 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.

10.3 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.

10.4 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.

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

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

10.7 Independence - The Parties are independent contracting parties. 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.

10.8 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.

10.9 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.

11. Governing Law & Dispute Resolution

11.1 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.

11.2 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.

11.3 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