Terms of service
Effective date: February 01, 2019
- 1.1 These Customer Terms of Service (the "Customer Terms") describe your rights and responsibilities when using our online project management tools and platform (the "Services"). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. We are grateful you’re here.
2. Customer Choices and Instructions
- 2.1 Who is “Customer”?
“Customer” is the organization that you represent in agreeing to the Customer Terms. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven’t formed a company yet, you are the Customer.
- 2.2 Signing Up Using a Corporate Email Domain
If you are an employee in an organization and signed up for a plan using your corporate email domain, your organization is Customer, and as the Customer your organization can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Customer Terms. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.
- 2.3 What This Means for you as a Customer — and for Us
Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate workspaces or channels with other workspaces or channels. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Customer Terms is lawful.
It is considered to be a material breach, and therefore prohibited, to share Authorized User logon details/information. The Authorized User shall store the logon information in order to protect it against unauthorised access. The Authorized User is responsible for all use of the Service which takes place through the Authorized User's account.
If the Authorized User suspects unauthorised use of the Authorized User's logon information, the Authorized User shall immediately notify us about this fact and the Authorized User must change the password immediately. In the event we have cause to believe that the logon information has been disclosed or in some other manner is being misused by unauthorised persons, we shall be entitled to immediately terminate the Agreement.
- 2.4 Ordering Subscriptions
A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface, or in some cases, via an order form entered into between Customer and us (each an “Order Form”). Each Authorized User must agree to the Customer Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface or in the Order Form, as applicable. Each subscription is for a single Authorized User for a specified term and is personal to that Authorized User.
We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Customer may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date.
- 2.5 We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.
- 2.6 Choosing to be a Beta Tester
Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.
- 2.7 Feedback is Welcome
The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.
3. Equipment, etc.
- 3.1 In order to use the Service, the Authorized Users must possess devices with sufficient access to the Internet, in order to access the Service, and the necessary equipment.
- 3.2 The Service requires that the Authorized User has access to the necessary Internet connection. The Authorized User is responsible for all costs associated with such connection, including data traffic costs, irrespective of where in the world the Authorized User uses the Service.
- 3.3 We are not responsible for the Authorized User's failure to use the Service or for access to the Service being limited due to an overload on the Internet or due to faults or problems relating to computers or other units, networks, electronics or communications.
4. Payment Obligations
- 4.1 Payment Terms
For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Customer Terms, fees paid are non-refundable. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.
- 4.2 Credits
Any credits that may accrue to Customer’s account, will expire following expiration or termination of the applicable Customer Terms, will have no currency or exchange value, and will not be transferable or refundable. Credits accrued to a workspace on a free subscription plan will expire if the workspace’s plan is not upgraded to a paid plan within ninety (90) days of accrual, unless otherwise specified.
5. Our Responsibilities
- 5.1 Providing the Services
Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Customer Terms; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Customer Terms.
- 5.2 Processing of Personal Data
During the subscription period, as data processor we will process personal data on behalf of the Customer, as the data controller. Due to requirements in the data protection legislation, the processing by a data processor must be governed by a contract, that is binding on the data processor with regard to the data controller and that sets out the subject-matter and duration of the processing, the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of the controller. Consequently, a Data Processing Agreement is disclosed as Schedule 1 as a part of these Customer Terms.
- 5.3 The Agado Extended Family
We may leverage our employees, those of our corporate affiliates and third party contractors (the “Agado Extended Family”) in exercising our rights and performing our obligations under the Customer Terms. We will be responsible for the Agado Extended Family’s compliance with our obligations under the Customer Terms.
6. Ownership and Proprietary Rights
- 6.1 What’s Yours is Yours
As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Customer Terms, Customer (for itself and all of its Authorized Users) grants us and the Agado Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.
- 6.2 And What’s Ours is Ours
We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as deemed necessary to use the Services and in accordance with the Customer Terms. All of our rights not expressly granted by this license are hereby retained.
The Customer (including Authorized User(s)) may only use the Service for the Authorized User's own use and in accordance with these Customer Terms. The Authorized User may not - and may not encourage, facilitate or cause any other party to - do any of the following:
Use of the Service in violation of this clause shall at all times be deemed to constitute a material breach of the Customer Terms which may result in our termination of the Service with immediate effect.
- use the Service for a public purpose;
- use the Service for any unlawful or unsuitable purpose;
- copy/reproduce, lend, sell, distribute, edit or in any other manner transfer or adapt content from the Service;
- circumvent, modify, remove, alter or in any other manner manipulate any security, encryption, or other technology or software which is part of the Service; or
- otherwise use the Service in contravention of copyright laws or other laws.
7. Term and Termination
- 7.1 Customer Terms Term
A paid subscription has a term that may expire or be terminated by either us or the Customer in accordance with these Customer Terms. The Customer Terms remains effective until all subscriptions ordered under the Customer Terms have expired or been terminated or the Customer Terms itself terminates. Termination of the Customer Terms will terminate all subscriptions and all Order Forms.
After the execution of the Customer Terms, we can, provided that statutory conditions for this are met, conduct a customary credit check and, based on the results thereof, withdraw from the Customer Terms with the Customer. We also have the right to refuse to enter into an Customer Terms, or immediately terminate a Customer Terms with a Customer if the Customer has previously breached our Customer Terms. We may, instead of declining to enter into or terminate an Customer Terms that have been entered into or require the Customer to provide security for such Customer's obligations pursuant to the Customer Terms. We also reserve the right to conduct a credit check or obtain other information regarding the Customer following the execution of the Customer Terms.
- 7.2 Auto-Renewal
Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term agreed in the Order Form, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
- 7.3 Termination for Cause
We or Customer may terminate the Customer Terms on notice to the other party if the other party materially breaches the Customer Terms and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Customer Terms caused by its Authorized Users. We may terminate the Customer Terms immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of these Customer Terms and/or applicable law.
In addition to what is prescribed above, we shall be entitled to terminate the Customer Terms with immediate effect and at the same time make the Service immediately unavailable to the Customer in the event:
- the Customer is insolvent or there are reasonable grounds to assume that the Customer is insolvent;
- there is unauthorized use of the Service or there are reasonable grounds to assume that such unauthorized use is occurring; or
- the Customer has in some other manner committed a material breach of contract, or repeated breach of contract.
- 7.4 Termination Without Cause
Customer may terminate its trial subscriptions immediately without cause. We may also terminate Customer’s trial subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.
- 7.5 Effect of Termination
Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
- 7.6 Data Portability and Deletion
We are custodians of Customer Data. During the term of a workspace’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a workspace’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
- 8.1 Confidential Information
A party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Customer Terms, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
- 8.2 Protection and Use of Confidential Information
The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Customer Terms; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Customer Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Customer Terms.
- 8.3 Compelled Access or Disclosure
The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
- 9.1 The Customer shall not be entitled to act in any manner that may cause the Service to no longer function, being overloaded, damaged or impaired. Nor may the Customer impinge on another customer's use of the Service.
- 9.2 The Customer may not attempt to acquire unauthorized access to networks, computer systems, content or information relating to the Service. Breaches of this provision shall at all times be deemed to constitute a material breach of contract which, among other things, may result in termination with immediate effect.
10. Limitation of Liability, disruptions and outages
- 10.1 Disruptions, outages and other faults in the Service shall be notified to us as soon as possible. We shall not be responsible for faults in the Service which are beyond our control or other faults due to the use by the Customer of equipment which is not approved, or which is due to the negligence of the Customer or a third party.
- 10.2 We shall be liable only for disruptions, outages and other faults which are attributable to circumstances for which we are responsible. In respect of such disruptions, outages and other faults, resulting in the Service being unusable for a continuous period of at least 24 hours, the Customer shall, at the Customer’s request, be entitled to a reduction of the fee for the Service. The amount that may be deducted shall be calculated on the basis of whole, twenty-four-hour periods during which the fault subsisted, commencing at the time at which the Customer notified the fault to us until such time as the fault has ceased. The reduction shall be made by crediting the monthly fee for the immediately following month.
- 10.3 We, our subsidiaries, employees, board members, cooperation partners and licensors shall not be liable under any circumstances for any loss or damage (whether direct or indirect) incurred by the Customer or any other party as a consequence of the use of the Service.
11. Duty to compensate
- 11.1 The Customer consents to compensate and hold us, our subsidiaries, employees, board members and licensors harmless for any losses, expenses or demands arising as a result of, or in conjunction with, the Customer's and its Authorized User’s breach of the Customer Terms, including these Customer Terms, the Customer's and its Authorized User’s violation of applicable laws and/or the Customer's and its Authorized User’s violations of third-party rights.
12. General Provisions
- 12.1 Invalidity Of Provisions
In the event any provision of these Customer Terms or otherwise in the Customer Terms is deemed impracticable or invalid, such impracticability or invalidity shall not affect or render invalid or impracticable the other provisions of the Customer Terms, and these Customer Terms or such provision shall be applied to the extent permitted by mandatory legislation.
- 12.2 Publicity
Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference.
- 12.3 Force Majeure
Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
- 12.4 Relationship of the Parties; No Third Party Beneficiaries
The parties are independent contractors. The Customer Terms does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Customer Terms.
- 12.5 Email and Agado Messages
Except as otherwise set forth herein, all notices under the Customer Terms will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to Agado will be sent to email@example.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to firstname.lastname@example.org. Notices will be deemed to have been duly given the business day after it is sent, in the case of notices through email or through the Services.
- 12.6 Modifications
We strive to continuously improve the Customer's user experience, and the Service and its content and/or features may therefore, in the future from time to time be replaced, modified or updated. As our business evolves, we may unilateral change these Customer Terms and the other components of the Customer Terms (except any Order Forms). If we make a material change to the Customer Terms, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Customer Terms. The materially revised Customer Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions. For the avoidance of doubt, changes, modifications to, or updating of, the content and/or features of the Service and other changes are not to be deemed to constitute a modification of the Customer Terms or the Service.
- 12.7 Waiver
No failure or delay by either party in exercising any right under the Customer Terms will constitute a waiver of that right. No waiver under the Customer Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
- 12.8 Severability
The Customer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of the Customer Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Customer Terms will remain in effect.
- 12.9 Assignment
Except with respect to the Agado Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Customer Terms in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Agado of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Customer Terms upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Customer Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- 12.10 Complaints and Disputes
If the Customer for any reason is not satisfied with the Service, the Customer may of course contact us to make a complaint. The parties shall first attempt to resolve any disputes arising out of the Customer Terms by an amicable settlement. In the event the parties cannot reach an agreement in this regard, the dispute shall be resolved by a Danish court of law and shall be subject to Danish law, excluding its choice of law rules.