1. Introduction:
  2. THIS SERVICES USAGE AGREEMENT (the "Agreement") is entered into by Softline Computer Systems LTD a company registered under the Laws of the Republic of Cyprus with Registration No: 78229 ("Softline") on the one part and you (which may be legal entity or natural person) hereafter called “You” or “the Client” or “Subscriber”) and it comes into effect the day of your approval. (the “Effective Date”)
  3. Definitions
  4. 2.1 “Administrator” means the person designated by Subscriber as its primary administrative contact for the purposes of support, issues related to outages and other problems and technical items and who has authority from the Subscriber to bind the Subscriber and administer the subscription to the Service and designate additional Users and/or Administrators. The first User is deemed to be designated as an Administrator.

    2.2 “User” means an individual person, provided with access (a username and a password) to the Service by an Administrator or by Softline after Administrator’s verbal or written order. Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business.

    2.3 “Subscriber” means the legal entity to which the service is being provided.

    2.4 “Services” means the products and services provided by Softline Computer Systems Ltd online through your company subdomain (for example:

  5. Term & Service Usage
  6. 3.1 Term of Agreement. This Agreement is effective as of the Effective Date and continues until all the purchased services and subscriptions have been expired or terminated due to all the reasons described in sections below.

    3.2 Term of Subscription. The service is offered on a subscription basis. This means that the Subscriber will be billed in advance on a periodic basis, known as your billing cycle. Billing cycles can be monthly or yearly, based on the subscription model the subscriber has agreed with Softline. The subscription model for each subscriber is agreed in the Services Usage Offer sent by Softline to the subscriber. The term of subscription begins when an Administrator or Softline (ordered by an administrator) creates an account for a specific user, and continues for the whole period of the billing cycle given that the subscriber fulfils its payment responsibilities (see section 4.2). The subscription shall be renewed automatically unless the Subscriber or Softline gives the other party a 30-days written or verbal non-renewal notice before the end of the relevant subscription term.

    3.3 Ownership of the Service. Paying the subscription does not by any means buys the Subscriber or the User any portion of the service and does not mean they have ownership of the service in any way. Ownership of the service is completely attributed to Softline.

    3.4 Service Usage. The service shall be used as a tool to accompany and help the completion of User’s everyday workload. At no means the service can replace the user’s responsibility of providing high quality services to his/her clients and at no means can replace any legal or other measures taken in order to prevent the Subscriber from missing any deadlines and/or other legal obligations.

    3.5 Termination of the service. Upon termination of the subscription Softline will delete all the usernames and passwords of the particular subscriber along with its Administrator’s username and password. This will mean that the subscriber will not be able to use the service. Softline shall keep the Subscribers data for 3 months and delete them without notice after that period. For more details on Data Ownership see section 5.

  7. Fees and Payments
  8. 4.1 Fees. Fees are based on the services and products purchased by the subscriber and not on actual usage.

    4.2 Payments. Softline charges Subscribers per user using the service and issues an annual invoice (or other term agreed) which shall be paid within 30-days of issuance unless otherwise agreed between the two parties.

    4.3 No payment. No payment of fees within the period mentioned in section 4.2 along with no other verbal or written agreement for late payment may result to Softline terminating your account without notice (see section 2.4).

    4.4 Taxes and VAT. To all parts being presented in this Agreement or in any other written or verbal conversation, unless otherwise stated, it shall be considered that all prices do not include the value added tax.

  9. Data ownership and confidentiality
  10. 5.1 Data ownership. Data is completely owned by the Subscriber and Softline may never use Subscriber’s data in any manner other than that necessary in order to be able to provide the service to the subscriber’s users.

    5.2 Data loss due to loss of password. Softline is not responsible for loss of data due to stolen or hacked passwords. Softline has no access to your current password and can only reset it for security purposes.

    5.3 Data used by Softline. Company data can be divided into two main categories. 1st Category: Data created, edited and stored by the subscriber as a result of using the services. 2nd Category: Data concerning the users of the service such as user full names, user email addresses, job roles, user dates of birth, last login data, time consumed using the service and more. Softline shall be able to use data falling under the second category only for purposes of making the service more user friendly and providing a better experience to the user.

    5.4 Data after subscription termination. When a subscription is terminated (see section 2.3) data shall be kept by Softline for 3 more months unless otherwise agreed between Softline and the Subscriber. The subscriber maintains the right to ask for its data during this period and Softline has the obligation of providing the data in electronic format.

    5.5 Form of extracted data and extraction cost. Data shall be extracted by Softline and provided to the subscriber in a comma separated value (CSV) file. Softline has no obligation of providing data in a structure ordered by the subscriber and has no obligation of adjusting the data so they can be imported into other software platforms, services and/or applications. Extracting the data is a service separated from data ownership and shall be priced individually.

    5.6 Data Confidentiality. Softline shall both during this Agreement and after its termination keep confidential and not disclose or attempt to disclose to any third person any information given by the Subscriber or otherwise obtained by Softline relating to the business or operations of the Subscriber or of any person, contact, underlying client, company, organization associated with the Subscriber except for information which is in or enters in the public domain other than by a breach of the Agreement.

    5.7 Trademark Usage. Softline may from time to time use your name and/or trademark and/or tradename for its marketing purposes.

  11. Softline’s Responsibilities:
  12. 6.1 Support. During the term of the subscription we will provide support in the following formats at no extra cost: Phone Support, Email Support, Real Time chat support, Remote Connection Support. On-Site support is an extra service and shall be charged based on the Services Usage Offer unless agreed otherwise.

    6.2 Service Maintenance. We will make any effort in order to provide a 24 hour 7 days a week available service except for (a) planned downtime for which we shall give at least 8 hours electronic notice and (b) not planed downtime for which no notice shall be given. We will make all the efforts of planning these downtimes during non-working everyday hours and weekends.

    6.3 Service Updates. Our responsibility is to keep the service updated frequently with new features which will provide users of the service the best experience possible.

  13. Assignment
  14. 7.1 Your rights. You may not assign or transfer all or any of your rights and obligations to any other person or company, without Softline’s prior written consent.

    7.2 Our rights. Softline shall have the right to assign or transfer all or any of its rights and obligations to a Softline associated company or other company or person on notice.

  15. Amendments
  16. 8.1 Upgrades. Softline may upgrade the system or enhance the services offered to the Subscriber the change is reasonably considered to be advantageous for the Client.

    8.2 Amendments. Softline has the right to amend the terms of the current Agreement at any time with or without notice. If you continue to use the services for 5 working days after the amendments you will considered that you have accepted all changes.

  17. Force Majeure
  18. 9.1 Force Majeure. In the event the Agreement cannot be performed or its obligations fulfilled for any reason beyond the reasonable control of either party including war, industrial action, floods, including without limitation any power failure, system failure and the actions of internet service providers and users neither party shall be liable to the other for any loss or damage arising from its failure to perform its obligations under this Agreement unless it is terminated. Then the other party who is not in default may at its sole discretion terminate this Agreement by 10 (days) notice in writing.

  19. Intellectual Property
  20. 10.1 Copyright. The copyright of the service the trademark documents, material and in general intellectual property rights of provided Services is deem to belong to Softline and accordingly the Client/ You are not allowed to use, reproduce, retransmit, copy, modify, download or distribute them without the prior approval of Softline.

  21. Governing Law, Jurisdiction
  22. 11.1 Governing Law. This Agreement shall be governed by the Law of the Republic of Cyprus and the Service Provider consent to the exclusive jurisdiction of the Courts of of the Republic of Cyprus.