Terms & conditions
General Terms and Conditions of Sale
These General Terms and Conditions of Sale (hereinafter referred to as the “GTCS”) define the terms and conditions under which Frisbii Group or one of its entities (hereinafter referred to as ” FRISBII”) grants professional clients (hereinafter referred to as the “CLIENT”) with (i) access to a SaaS platform for recurring revenue management, including payment processing, automated billing, and subscription management, and (ii) any related professional services, including but not limited to implementation services, onboarding services, configuration services, support services, maintenance services, or any other professional services purchased by the CLIENT, whether such services are accessed directly via FRISBII’s proprietary platform or through applications, connectors or integrations made available via third-party environments or marketplaces, including but not limited to Salesforce AppExchange applications. The GTCS supersede any prior or conflicting documents.
The CLIENT acknowledges that they are entering into this agreement exclusively for the purposes of their professional activity. These GTCS constitute the foundation of the commercial relationship with the Client and, together with the Ordering Document, online order, subscription flow, or self-service registration completed by the CLIENT through the FRISBII platform (including “Pay-only” or “Billing” offerings) form the agreement binding upon the parties, to the exclusion of all other documents, brochures, catalogues or product photographs, which are provided for information purposes only.
They specify, inter alia, the conditions relating to ordering, payment, use and management of any difficulties associated with the Services ordered by the CLIENT. In accordance with applicable regulations, these GTCS shall be systematically provided to any CLIENT upon request, enabling them to place an order with FRISBII. Any order for Services implies the Client’s full and unreserved acceptance of these terms. The CLIENT is required to review them prior to placing any order. The selection and purchase of a Service is the sole responsibility of the CLIENT.
The contact details of FRISBII shall be those of the FRISBII entity acting as the contracting party under the applicable Ordering Document or self-service registration, as specified therein.
By Mail:
- Frisbii Denmark A/S Kronprinsessegade 8B, 3.\ 1306 København K\ Denmark
- Frisbii France SAS\ 1 chemin de Borie\ 34170 Castelnau-le-Lez\ France
- Frisbii Germany GmbH\ Mainzer Landstraße 51\ 60329 Frankfurt am Main\ Germany
- Frisbii Media GmbH\ Königstraße 4\ 87435 Kempten\ Germany
- By email: [email protected]
In accordance with applicable regulations, FRISBII reserves the right to deviate from certain provisions of these GTCS based on negotiations conducted with the CLIENT, through the establishment of specific terms freely negotiated and signed by the Parties in the Ordering Document. In the event of any conflict between one or more provisions of the GTCS and those of the Ordering Document, the provisions set out in the Ordering Document shall prevail.
The Client and FRISBII shall each be referred to individually as a “Party” and collectively as the “Parties”.
Subscription to or use of the platform constitutes full acceptance of these GTCS.
Article 1: DEFINITIONS
“Account” means the individual access profile created for each Authorized User upon completion of the registration process, through which such Authorized User accesses the Software and Services using personal and confidential login credentials.
“Affiliate(s)” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Control” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the concerned party.
“Agreement” means this GTCS for provision of services and any exhibits, schedules, addenda or otherwise submitted to FRISBII in connection with the Software or Services and the Ordering Document.
“Event” means any incident or request reported by the CLIENT relating to the Software and classified as either a Bug, a Change Request or a New Functionality Request, as defined below:
“Bug” means a reproducible malfunction of the Software whereby a feature does not materially perform in accordance with the applicable documentation.
“Change Request” means any request for an enhancement, modification or improvement of an existing functionality of the Software.
- “New Functionality Request” means any request for the creation or development of a functionality that is not part of the existing Software at the time of the request.
An Urgent Event” is defined either as:
- A blocking bug
- An event, which has high regulatory impact
- An event with low detectability
- An event with no possible workaround
- An event that compromises security
“A Non-Blocking Event” means any incident allowing the exploitation of the Software in all their functionalities to continue, even if this is done by means of an unusual procedure implemented by the CLIENT themselves.
“Authorized Users” means (a) the employees of any entity of the CLIENT or (b) the clients of the CLIENT, for whom the CLIENT provides safety cases processing services using the Software, (c) the CLIENT’s third-party service providers, subcontractors or suppliers acting on behalf of and under the responsibility of the CLIENT (including, without limitation, external billing or accounting service providers), and (d) applicable regulatory authorities to the extent it is (or will be) required to have access to the aforementioned Software.
“CLIENT” refers to the entity that has ordered Software and Services from Frisbii Group or one of its Affiliates (“FRISBII”) or an authorized distribution partner of FRISBII by ordering online or by executing the Agreement.
“CLIENT Data” means electronic data and information submitted by or for the CLIENT for the Services.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”), as amended, supplemented or replaced from time to time, including any applicable implementing or successor legislation and any binding guidance or decisions issued by competent supervisory authorities.
“Key User” means a representative of the CLIENT designated as the primary point of contact between FRISBII and the CLIENT for operational and support-related matters. The Key User shall at all times qualify as an Authorized User within the meaning of this Agreement. Any Authorized User may contact FRISBII’s support services. The Key User is responsible for coordinating communications with FRISBII, overseeing validation-related exchanges, and managing access rights and permissions within the platform.
” Ordering Document” means an any order form, statement of work, online order, quote, or other ordering document (when applicable) mutually executed by the Parties or accepted by the CLIENT through an online self-service process, evidencing the purchase of subscriptions to the Software and/or professional services and specifying, as applicable, the subscription term, scope of services, number of Authorized Users, applicable fees, billing period and any other commercial terms agreed between the Parties. Each Ordering Document, once mutually executed, shall be governed by, and become part of the Agreement and is hereby incorporated by this reference. Where the CLIENT subscribes to the Software through a self-service registration process (including but not limited to Frisbii Billing or Frisbii Payment Gateway) and no separate Ordering Document is issued, the applicable commercial terms — including the subscription plan, pricing, billing frequency and scope of services — shall be those displayed to and accepted by the CLIENT during the online subscription or registration process. In such case, the first invoice issued by FRISBII following the expiry of any applicable trial period shall constitute confirmation of the subscription terms and shall, together with the terms accepted during the self-service registration, be deemed equivalent to an Ordering Document for the purposes of this Agreement.
“Personal data” means any information relating to an identified or identifiable natural person (hereafter referred to as “data subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Application Documentation” refers to human readable documentation in written form, video tutorials for Users as well as any other materials accessible by web browser without using any developer tools, provided by FRISBII as part of the Services provisioning.
“Release” means a scheduled update of the software and the release documentation.
“Renewal Price List” means the price list issued by FRISBII and in force at the renewal date of the Agreement, which may reflect updates to FRISBII\’s pricing, offerings, or the description, scope and composition of available modules and services, and which shall apply to the renewed subscription term unless otherwise agreed in writing by the Parties prior to the renewal date.
“Services” means the services which FRISBII agrees to provide under this Agreement that are ordered by the CLIENT, namely access to the Software, any management services and any other services specified in this Agreement. Such services shall also include any required technical support services, as well as any other services provided by FRISBII as defined in the Ordering Document. For the avoidance of doubt, the Services shall not include any training or consulting services and shall further not include any other professional services (custom development, integration projects, tools and the like) unless expressly referred to in an Ordering Document or separate agreement.
“FRISBII Materials” means any software, programs, tools, systems, data or other materials made available by FRISBII to the CLIENT in the course of the performance of the Services, including but not limited to, the Software, documentation, as well as any information, materials or feedback provided by the CLIENT to FRISBII relating to the Software and the documentation.
“Solution” or “Software” means the software application programs developed and/or made available by FRISBII, including but not limited to Frisbii Billing, Frisbii Media, Frisbii App for Salesforce and Frisbii Payment Gateway. The scope and functionalities of the Software comprise, inter alia, contract management, invoicing/billing and integration into payment service providers as in more details set forth on FRISBII’s website.
“Updates of the Software” means a subsequent scheduled release of the Software. Updates of the Software do not include any release, option, services or program that FRISBII only and exclusively makes available under a separate license.
“Workaround Solution” means any unusual procedure that allows you to use the full functionality of the Software, despite an Event.
Article 2: PURPOSE AND ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS
The purpose of this Agreement is to define the terms and conditions under which FRISBII (i) grants access to its Software and (ii) provides the Services described herein and subscribed to in the corresponding Ordering Document.
The provisions of this Agreement shall apply to each Ordering Document and form an integral part thereof.
The GTCS, as well as the specific provisions set forth in the Ordering Document, shall be deemed irrevocably accepted by the CLIENT. FRISBII reserves the right to amend these GTCS at any time. Any new version of the GTCS will be made available to the CLIENT by means of an online update and prior written notice of at least thirty (30) days before the amended GTCS come into force. If the CLIENT continues to use the Software after the expiry of such notice period, the CLIENT shall be deemed to have irrevocably accepted the amended GTCS.
All sales transactions between FRISBII and the CLIENT shall therefore be governed by the terms set out herein, except where specific terms have been freely negotiated and signed by the Parties in the Ordering Document.
Authorized Users are also subject to these GTCS.
Article 3: DEFINITION OF THE SERVICE
FRISBII undertakes to provide the following Services for the CLIENT as defined below.
3.1: Providing Access to the Software and Documentation
Subject to the GTCS, during the term, FRISBII shall use commercially reasonable efforts to provide access to the Software for the CLIENT and for a number of Authorized Users defined in the Ordering Document. The Software and FRISBII Materials will be delivered as a SaaS (Software as a Service) with web access, subject to the CLIENT\’s compliance with its obligations, in particular with regard to payment of the price of connection to the web without which no access to the Services is possible.
The CLIENT is responsible for the use of the Software by Authorized Users. It is his responsibility to ensure that Authorized Users comply with the contractual conditions of access to the Software and the terms of the license.
Subject to the GTCS, during the term, FRISBII hereby grants the CLIENT and Authorized Users a non-exclusive, non- sublicensable, non-transferable, worldwide limited and revocable license to access and use the Software, solely for internal business purposes as set forth herein. The CLIENT will have solely the administration rights. The CLIENT may not transfer in any way whatsoever the right to access the Software without the prior written consent of FRISBII.
Before the service activation date, as specified in the Ordering Document, the CLIENT shall:
- either carry out the necessary configuration tasks themselves;
- or entrust FRISBII with their execution, in accordance with the provisions of the Ordering Document. In such case, FRISBII’s performance of these Services shall require the prior transmission by the CLIENT of all necessary data, as requested by FRISBII.
Where the CLIENT elects to entrust FRISBII with configuration tasks, the CLIENT acknowledges that FRISBII\’s ability to perform such tasks is strictly conditional upon the timely and complete provision of all necessary data and information by the CLIENT. Any delay, failure or incomplete transmission of such data by the CLIENT shall not constitute a breach or fault attributable to FRISBII, and shall not give rise to any penalty, liability or claim against FRISBII. In such event, any agreed activation date or milestone shall be automatically extended by a period equal to the delay caused by the CLIENT, and FRISBII reserves the right to invoice any additional costs or time spent as a result of such delay at the rates specified in the applicable Ordering Document.
These Services shall be deemed delivered and unconditionally accepted upon the CLIENT’s first live use of the Software and, where applicable, following notification by FRISBII of the completion of the configuration Services, where such Services have been entrusted to FRISBII. The live use of the Software shall constitute acceptance (final approval).
Customer shall be obliged to and shall have the responsibility to provide and maintain any suitable hardware and software and access to the internet necessary or desirable to use and have access to the Software and the Services in accordance with the provisions of this Agreement. In general, any frontend mobile or customized applications, the admin UI and any self-services centers beyond the FRISBII API shall be the responsibility of CLIENT. Where any third party software tools (including connectors, adapters or interfaces) are used, FRISBII’s scope shall not include any third party tools, even if such tools are referred to as “FRISBII certified and supported” in the Ordering Document. Furthermore, where any other software or hardware is provided by any third parties such as system integrators or other IT companies and any such software, hardware or services are not provided correctly in time, scope or otherwise, FRISBII shall also be relieved from any obligations hereunder. However, such circumstances shall not affect the CLIENT’s obligation to pay all fees due to FRISBII in accordance with the applicable Ordering Document and this Agreement.
3.2: Hosting Services
The hosting of the Software that is deployed on the Salesforce platform, including without limitation the Frisbii App for Salesforce is provided by Salesforce, acting as a subcontractor of FRISBII. While FRISBII remains the primary contractual contact of the Partner under this Agreement, the hosting services are subject to Salesforce’s infrastructure, security standards and service levels. Accordingly, FRISBII’s responsibility for hosting with respect to such Salesforce-based Software shall be limited to ensuring that Salesforce maintains industry-standard security and integrity of the hosted data, without FRISBII assuming liability beyond the commitments contractually undertaken by Salesforce as hosting provider.
3.3: Access to services – Availability
The Software is accessible by the CLIENT at any time, 24 hours a day, 7 days a week, except for maintenance periods under the conditions defined below. The Services may occasionally be suspended due to scheduled maintenance interventions necessary for the proper functioning of the Software. In the event of an interruption of the Services for scheduled maintenance, FRISBII undertakes to inform the CLIENT of the interruption, with a notice period of 8 days, so that he can take action, unless there is a security risk.
The CLIENT is informed that the connection to the Software is made via the Internet. It is warned of the technical hazards that may affect this network and lead to slowdowns or unavailability that make connection impossible. FRISBII cannot be held responsible for difficulties in accessing the Services due to disturbances in the Internet network.
The access to the Services by the Authorized Users is carried out, for each Authorized User, by means of his identifiers.
The CLIENT is solely and totally responsible for the use and confidentiality of the identifiers and passwords and shall ensure that only Authorized Users have access to the Services and Software. The CLIENT must inform FRISBII without delay if it notices a security breach related in particular to the voluntary communication or misappropriation of identifiers and passwords, so that FRISBII can take any appropriate measures without delay to remedy the security breach.
3.4: License
The user license, granted under the Agreement and for its duration, is a right of access only. It allows the CLIENT and its Authorized Users to access and use the Software and FRISBII\’s Materials exclusively through the online interface made available by FRISBII, solely for the CLIENT\’s internal business purposes and in accordance with the terms of this Agreement. Given the exclusively online nature of FRISBII\’s solutions, the CLIENT acknowledges that no right to download, install, reproduce, store, transmit or copy the Software or FRISBII\’s Materials is granted, whether permanently or temporarily, except to the extent strictly required for the normal technical operation of the CLIENT\’s web browser or device to display the Software interface.
Apart from and without prejudice to the rights granted in this article above, the CLIENT is not authorized hereunder to:
- copy, print, transfer, transmit or display all or part of the Software and FRISBII\’s Materials;
- sell, rent, lease, sub-license or distribute in any way whatsoever the Software and FRISBII\’s Materials;
- use the Software and FRISBII\’s Materials to provide data processing, office services, timesharing or other similar services of any kind to any other person, company or entity;
- modify the Software and FRISBII\’s Materials and/or merge all or part of the Software and FRISBII\’s Materials into other computer programs;
- compile, decompile, disassemble, translate, analyse, reverse engineer, or attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software and FRISBII\’s Materials, except to the extent permitted by law;
- store or transmit infringing, libelous, or otherwise unlawful or tortious material, or store or transmit material in violation of third-party privacy rights
It is expressly agreed that the CLIENT shall refrain from correcting by itself any anomaly whatsoever, FRISBII alone reserving this right.
FRISBII undertakes to defend the CLIENT at its own expense against any action in violation of copyright or other intellectual property rights brought by a third party, and relating to the Software and FRISBII’s Materials, provided that (i) the CLIENT promptly notifies FRISBII in writing of such claim, (ii) that the alleged violation is not caused by the CLIENT and (iii) the CLIENT provides FRISBII with all reasonable cooperation required for the defence.
FRISBII shall have sole control over the manner in which the action is conducted and shall have full discretion to settle or pursue any proceedings of its choice. The CLIENT shall provide all the information, elements and assistance necessary to FRISBII to enable FRISBII to carry out its defence or to reach a settlement agreement.
In case FRISBII provides any customized programming or software development services to CLIENT, any intellectual property rights (including copyrights and patent rights) and title thereto shall be vested in FRISBII. This shall expressly comprise and include all intellectual property rights (including copyrights and patent rights) and title to all source code and object code relating to any software so developed and shall further include any algorithms, analyses, diagrams, tests, reports and documentation relating thereto. FRISBII grants to the CLIENT a royalty free worldwide non-perpetual non-exclusive and non-transferable license to commercially use any such developments within the CLIENT and its Affiliates.
3.5: Professional Services
FRISBII may provide professional services to the CLIENT, including but not limited to implementation services, onboarding and configuration services, data migration, custom development, integration services, training, consulting, and dedicated support hours (collectively, “Professional Services”).
The scope, deliverables, timeline, and applicable fees for each engagement of Professional Services shall be specified in the applicable Ordering Document or in a separate statement of work mutually agreed by the Parties.
Professional Services shall be provided on a time-and-materials basis, unless a fixed-fee arrangement is expressly agreed in writing in the applicable Ordering Document. Where Professional Services are provided on a time-and-materials basis, FRISBII shall invoice the CLIENT based on the actual time spent by FRISBII\’s personnel at the daily or hourly rates specified in the Ordering Document.
The CLIENT acknowledges that the successful delivery of Professional Services may require active collaboration from the CLIENT, including but not limited to the timely provision of data, access credentials, technical specifications, and availability of the CLIENT\’s personnel. Any delay attributable to the CLIENT shall not constitute a breach by FRISBII and may give rise to additional fees.
For the avoidance of doubt, Professional Services are distinct from the Support Services described in Article 5 and shall be subject to separate commercial terms.
Article 4: ACCESS TO SERVICES - ACCOUNT CREATION – AVAILABILITY
4.1: Access to Services
To access the Services, FRISBII shall provide the CLIENT with a login link enabling access with an administrator role (the “Administrator”).
The Administrator is granted a specific, confidential access to the Application.
Access control to the Service is managed by the CLIENT, represented by the designated Key User, via the “Settings” section, through which the CLIENT determines user permissions and authorizations for each Authorized User.
The maximum number of Users, depending on the service level subscribed, is specified in the relevant Ordering Document. Where applicable, the CLIENT must comply with the number of Authorized Users specified in the Ordering Document.
Otherwise, additional charges will apply as set out herein.
The CLIENT is responsible for training Authorized Users prior to their use of the Software. However, FRISBII may provide User training as an additional service, upon the CLIENT’s request.
The CLIENT acknowledges that all Authorized Users are solely responsible for their personal and confidential access codes, as described below.
4.2: Account creation
In order to access all Services available on the Software, the CLIENT must complete a one-time registration.
Registration may be completed in one of the following ways:
- through the registration form provided by FRISBII on the platform;or
- through direct exchanges with FRISBII\’s team by mail or email, where the CLIENT has subscribed to onboarding and/or implementation Professional Services, in which case FRISBII shall assist the CLIENT in completing the registration process in accordance with the terms of the applicable Ordering Document.
By registering, the CLIENT confirms full and unconditional knowledge and acceptance of these GTCS.
During registration, each Authorized User must provide personal data to enable individualized and secure access to the interface and Services.
Such personal data, entered through the registration form or communicated to FRISBII when the onboarding and registration is serviced, includes first name, last name, and email address. Mandatory fields are marked with an asterisk. All fields must be completed with accurate and truthful information. Only legal names may be used; aliases or pseudonyms are not permitted.
The CLIENT authorizes FRISBII to obtain credit reports or other background inquiries from time to time to assess CLIENT’s eligibility to continue use of the Service.
The CLIENT agrees to provide a valid email address at the time of account creation and to update it in case of changes, so that FRISBII can send any relevant communications.
Registration is strictly reserved for natural persons. Individuals under the age of 18 are not permitted to use the Service.
By registering and opening an account, Authorized Users acknowledge having read the Data Protection Policy, accessible at the following link:
English: https://frisbii.com/data-processing-agreement
German: https://frisbii.com/de/datenverarbeitungsvereinbarung
Danish: https://frisbii.com/da/databehandleraftale
French: https://frisbii.com/fr/accord-protection-donnees
If the registration process is interrupted (e.g., incomplete fields or failure to accept these GTCS), the registration shall remain incomplete and no access to the Services will be granted. FRISBII reserves the right to retain or delete the related data in accordance with its internal processes and applicable data protection regulations.
FRISBII reserves the right to refuse any Authorized User registration unilaterally and without justification. In such case, all submitted personal data will be deleted promptly.
Authorized Users must protect their account from unauthorized or fraudulent use and must immediately inform FRISBII in case of such misuse or any suspected fraud.
To maintain data security, Authorized Users must diligently safeguard their login credentials. Each Authorized User account is strictly personal and may only be used by the individual to whom it has been assigned; any sharing of login credentials or use of a single account by multiple individuals is strictly prohibited. Authorized Users may only grant access to the Software to trusted third parties through properly created Authorized User accounts. FRISBII shall not be held liable for any loss, damage or fraudulent use of login data resulting from any breach of these obligations.\ In the event of any change in personal circumstances, the Authorized User agrees to inform FRISBII. FRISBII shall not be held liable if it is not informed of such changes or receives inaccurate information.
FRISBII reserves the right to take legal action and seek damages against any person who attempts to cheat, defraud, misuse the Services, or unlawfully obtain benefits or impersonate another individual.
4.3: Suspension and Terminatio
To ensure compliance with these GTCS, FRISBII reserves the right to impose the following penalties based on the nature of the Authorized User’s violation:
- Warning;
- Content removal;
- Temporary deactivation of the Authorized User’s account;
- Termination (permanent deactivation of the account).
The type of sanction will depend on the purpose, impact, and nature of the violation.
In the event of account termination, the Authorized User shall not be permitted to register again and shall not be entitled to any compensation, in particular for loss of access to the Services.
FRISBII reserves the right, without compensation and without notice, to suspend access to all or part of the Account until the issue has been resolved, or to delete the account altogether, depending on the severity of the breach.
The Authorized User and the CLIENT acknowledge that FRISBII shall not be held liable, either to the Authorized User or to any third party, for the consequences of account suspension or termination.
The Authorized User may choose to discontinue use of the Services and request account closure via the platform at any time.
In all cases, the Authorized User remains responsible for any use made of the account prior to its closure.
Article 4.4: Malicious use and regulatory compliance
Any use of the Software or Services that is fraudulent, malicious, or in breach of applicable laws and regulations — including but not limited to anti-money laundering (AML) regulations, counter-terrorism financing (CTF) obligations, sanctions legislation, tax fraud, data protection laws, or any other applicable regulatory requirements — shall constitute a material breach of this Agreement.
In the event FRISBII has reasonable grounds to believe that the CLIENT, any Authorized User, or any third party acting through the CLIENT’s account is engaging in or facilitating malicious, fraudulent or unlawful activity, FRISBII shall be entitled, without prejudice to any other rights or remedies available under this Agreement or applicable law, to:
(a) immediately suspend, without prior notice, all or part of the CLIENT’s access to the Software and Services;
(b) terminate this Agreement with immediate effect by written notice;
(c) report the activity to the relevant regulatory, supervisory or law enforcement authorities, as required or permitted by applicable law;
(d) retain all relevant data and records for the purposes of any investigation or legal proceedings.
The CLIENT acknowledges and agrees that, in the event of suspension or termination under this Article 4.4, no refund, credit or compensation of any kind shall be due by FRISBII. All outstanding fees shall remain immediately due and payable.
The CLIENT shall cooperate fully with FRISBII and any relevant authorities in any investigation relating to suspected malicious or unlawful use of the Services. The CLIENT shall indemnify and hold harmless FRISBII, its Affiliates, and their respective officers, directors and employees from and against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any breach of this Article 4.4.
Article 5: Support and Maintenance Services for the Software
5.1: Scope of the maintenance
FRISBII shall provide technical support in relation to the use of, and the identification and resolution of errors in the Software (“Support Services”) to the CLIENT.
FRISBII shall provide the Support Services with reasonable skill and care. FRISBII shall only be liable for any delay if any binding dates are expressly agreed and marked as such in the Ordering Document, e.g. delivery dates for a migration or certain functionalities.
The CLIENT may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the CLIENT must not use the helpdesk for any other purpose.
The support is provided during the working hours of FRISBII, namely from 9:00 am to 5:00 pm CET from Monday to Friday, excluding public holidays applicable in the country where such FRISBII entity is established.
FRISBII\’s support team can be reached by Authorized Users and Key Users by e-mail at: [email protected]
FRISBII may use artificial intelligence tools, including its AI-powered support assistant, as part of its support process to assist in the handling, triage and resolution of support requests. The CLIENT acknowledges and accepts the use of such tools in the delivery of Support Services. Notwithstanding the use of AI tools, FRISBII remains solely responsible for the quality of the Support Services provided under this Agreement.
Authorized Users as the technical contacts are the sole liaisons between CLIENT and FRISBII for Support relating to the FRISBII-Software . The technical contacts must have, as a minimum, initial basic FRISBII Software product training and, as needed, supplemental training appropriate for a specific role or implementation phase, or in relation to specific functionalities and/or a migration in relation to the FRISBII Software, as the case may be, all so as to be knowledgeable enough about the FRISBII Software and the interfaces to the CLIENT’s IT environment and in order to help resolve system issues and to assist FRISBII in analysing and resolving Support requests and to itself prioritize Support requests.
When submitting a Support request, the CLIENT’s technical contact should have a baseline understanding of the problem being encountered and an ability to reproduce the problem and shall provide FRISBII with any information necessary to resolve the Support request. To avoid interruptions in Support services, CLIENT must notify FRISBII whenever technical contact responsibilities are transferred to another individual.
FRISBII may review Support requests logged by CLIENT technical contacts and may recommend specific training to help avoid future Support requests or their causes. The terms of such training shall be agreed separately in separate Ordering Document.
The following are excluded from the Support Services covered by this article:
- refusal of the CLIENT to collaborate with FRISBII in the resolution of the anomalies and in particular to answer the questions and requests for information;
- services related to the correction of malfunctions caused by incorrect use of the Software by the CLIENT or by modifications made by the CLIENT to the Software, without FRISBII’s authorization;
- services that are not directly related to the Software;
- failure of electronic communication networks;
- the reconstitution of data files in the event of accidental destruction;
- amendment of data files following an inaccurate or a wrong usage of the Software by the CLIENT;
- modifications or additions to the functionalities relating to the Software requested by the CLIENT;
- modifications or additions of functionalities relating to changes in the hardware configuration;
- services related to non-compliance by CLIENT with the specifications, procedures, safety and precautionary measures, and various warnings appearing in the documentation associated with the Software;
- training, installation, consulting or assistance services that may be offered by FRISBII through training, installation, consulting or assistance contracts;
- any visit or intervention on the CLIENT\’s site;
- any modification or supplement to the configuration on which the Software are used, required by the implementation of an update;
- change of equipment by the CLIENT which causes a modification of the minimum required configuration described in Article 2.1 of this Agreement, without the consent of FRISBII.
- In the event of any non-payment of License fees or other costs and fees owed to FRISBII by the CLIENT.
Any services excluded from the Support Services, as outlined herein, will be subject to additional invoicing if and only to the extent agreed by the parties in writing.
FRISBII reserves the right to amend or change the terms of Support as set forth herein from time to time by observing four weeks prior notice. Such changes or amendments may not have a material negative effect on the Support level, as long as Customer pays any subscription fees or any other agreed remuneration in full and when due.
FRISBII shall keep the CLIENT informed on a regular basis about the most recent or upcoming changes to the FRISBII Software and their functionalities and releases and shall communicate via E-mail or by any other mean, any interruptions or other issues that concern the use of the Services of FRISBII by the CLIENT.
5.2: interruptions for Maintenance Services
As an exception, FRISBII’s maintenance operations may cause temporary access difficulties and short-term interruptions. FRISBII shall limit as much as possible the extent of the maintenance operations.
Save in urgent and unforeseeable circumstances, FRISBII will inform the CLIENT of the occurrence of these operations so that the CLIENT can take any necessary steps. The CLIENT declares that it has been informed of this and agrees that the site may be temporarily interrupted in case of maintenance operations.
5.3: Maintenance Terms and Conditions
The specific service levels applicable to the Software, including uptime commitments, response times and remedies in the event of service level failures, are set forth in the Service Level Agreement (SLA) and incorporated herein by reference
Article 6: UPDATE OF THE FRISBII SOFTWARE
As part of the Support Services, FRISBII may provide updates to the FRISBII Software during the term of this Agreement, as and when such updates are made generally available by FRISBII.
- Such updates are limited to corrective, minor or evolutionary updates and expressly exclude major version releases, new products or materially new functionalities, which may be subject to separate commercial terms.
- FRISBII is under no obligation to develop, release or make available any future services, programs, functionalities or major versions of the FRISBII Software.
- Where an update is made available under these Support Services, it shall replace the previous applicable version of the FRISBII Software.
- FRISBII shall have no obligation to adapt, develop or modify the Software where the CLIENT implements a new technical or operational environment for which the Software was not designed.
- Likewise, any significant modification of the CLIENT’s hardware or application configuration shall not give rise to any obligation on FRISBII to adapt the Software within the scope of this Agreement.
Article 7: Conformity of the Software
FRISBII guarantees the conformity of the Software with the functional and technical definitions appearing in Program Documentation.
It is the responsibility of the CLIENT to verify the validation of the Software in their environment and maintain the validation throughout the Software life, thanks to the validation documents provided by FRISBII.
FRISBII does not guarantee the adaptation of Software to the specific requirements of the CLIENT, to the extent that the latter has verified in advance the appropriateness of its requirements to the functions and specifications set out in the documentation.
The CLIENT is responsible for:
- The implementation of operating procedures which ensure the correct use of the Software.
- The direct or indirect consequences which may result from the use thereof.
- Being in accordance with the GDPR in case of automated processing of Personal Datas when performing the Services concerned by this Agreement.
*As part of their contractual relationship, the Parties undertake to comply with the regulations applicable to the processing of personal data and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (“GDPR”).
Article 8: OBLIGATIONS OF THE PARTIES
8.1: Obligations of FRISBII
FRISBII agrees that the Services for which it is responsible for under the present Agreement, require on its part a general duty to provide assistance, information, advice and warnings in an ongoing concern for the correct performance of such Services.
FRISBII commits in particular:
- to collaborate in analysing the CLIENT’s requirements, by requesting, if necessary, any information and/or documents needed for full understanding of the objectives, requirements and specificities of the CLIENT;
- to inform the CLIENT of any difficulty encountered in organizing or monitoring the tasks carried out by the CLIENT’s staff or by any third party participating in the Services;
- to alert the CLIENT of any incident of which it is aware and that may affect the correct performance of the Services (costs, schedule and timeframes, scope), including if this incident is attributable to the CLIENT or if it is outside of the scope of the Services, but may have an impact on them;
- to advise the CLIENT on any choice or request made by the CLIENT of which it may be aware and which may affect the objectives of the Services or have an effect on the conditions for their performance;
- to advise and formally warn the CLIENT if the CLIENT issues additional or new requests during the performance of this Agreement, particularly in terms of the impact on the timeframes and on the technical and financial conditions of the Agreement;
- to observe the timeframes and the costs allocated for the Services, and the contractual commitments;
- – to possess and maintain the skills necessary for the performance of the Services.
8.2: Obligations of the CLIENT
The CLIENT shall be responsible for obtaining and maintaining any equipment and services needed to connect to, access or otherwise use the Services, including without limitation, hardware, software, networking.
The CLIENT shall also be responsible for maintaining the security of their account, passwords and files and for all uses of their account with or without their knowledge or consent, and the CLIENT hereby acknowledges and agrees that FRISBII shall have no responsibility for such matters.
The CLIENT owns and accepts all responsibility for any data, information or material that the CLIENT and its Authorized Users process or submit to the Services in the course of using the Services, including any personally identifiable information (“Client Data”).
The CLIENT at all times retains ownership of all Client Data. The CLIENT shall have sole responsibility for the accuracy, quality, security, integrity, legality, reliability, appropriateness, and intellectual property rights in all Client Data. In order to allow FRISBII to correctly perform the Services, the CLIENT must provide active and diligent collaboration in the course of this Agreement and in this connection. The CLIENT commits:
- to ensure the effective participation of its necessary staff each time that the correct performance of the Services requires it;
- to freely provide FRISBII with all the data necessary for the correct performance of the Services;
- to keep FRISBII informed of any change which affects its decision-making structure or its organisation and which has an impact on the performance or the scope of the Services.
The CLIENT shall use and will ensure that all Authorized Users use each Software and the Services in full compliance with this
Agreement and all applicable laws and regulations. The CLIENT represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to Software provided by FRISBII, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. FRISBII may suspend the CLIENT account and access to each Software and performance of the Services at any time and without notice if FRISBII believes that the CLIENT is in violation of this Agreement. Although FRISBII has no obligation to monitor the CLIENT’s use of a Software, FRISBII may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing.
8.3: Joint Undertakings of the Parties
All Services shall be carried out in agreement with a method of collaboration which brings together the CLIENT’s team with FRISBII’s team.
To this end, both parties undertake to maintain good faith dialogue and collaboration between them, as well as the CLIENT with FRISBII, in order to allow the correct performance of this Agreement.
Article 9: TERM OF THE AGREEMENT
Services provided under this Agreement shall be provided for the period defined in the Ordering Document or as set forth on the online ordering page unless earlier terminated in accordance with the Agreement.
At the end of the Services term, all rights to access or use of the Services, including the Software listed in the Ordering Document or on the online ordering page, shall end. Unless otherwise stated in the Ordering Document, the Agreement can be terminated by each party by giving three calendar months’ notice and the Services term shall renew for periods of one month each in case the Agreement is not terminated by either party.
If either party breaches a material term of the Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non- breaching party may terminate the applicable Ordering Document under which the breach occurred for cause. FRISBII terminates the Ordering Document as specified in the preceding sentence, the CLIENT must pay within 15 days all amounts which have accrued prior to such effectiveness of termination, as well as all sums remaining unpaid for the Services ordered under the Agreement plus related taxes and expenses. The CLIENT agrees that if they are in default under the Agreement, they may not use the Services ordered.
In addition, FRISBII may immediately suspend CLIENT`s registration, keys, password, account, and access to or use of the Services if the CLIENT fails to pay FRISBII as required under the Agreement and does not realize the payments within ten days following notice to do so, or if the CLIENT breaches any obligation pursuant to this Agreement. Any suspension by FRISBII of the Services under this paragraph shall not release the CLIENT from its obligations to make payments as set forth in this Agreement.
Upon CLIENT`s request, and for a period of up to 30 days after the termination of the applicable Ordering Document, FRISBII may permit the CLIENT to access the Services solely to the extent necessary to retrieve a file of CLIENT Data in the Services environment. Customer agrees and acknowledges that FRISBII
has no obligation to retain CLIENT Data and that such CLIENT Data may be irretrievably deleted after expiry of a period of 30 days thereafter.
Provisions that survive termination or expiration of this Agreement are §§ 11,14,17 and 20.
Where FRISBII suspends or terminates access to the Services in accordance with this Article, whether immediately or following the applicable cure period, FRISBII shall bear no liability whatsoever for any consequences arising from such suspension or termination, including but not limited to any loss of data, loss of business, loss of revenue, interruption of operations, or any other direct, indirect or consequential damages suffered by the CLIENT or any third party. The CLIENT expressly acknowledges that any such suspension or termination is a direct consequence of its own breach and that FRISBII cannot be held responsible for the resulting interruption of the Services.
Article 10: FINANCIAL TERMS
10.1: Subscription Fee
The fees payable by the CLIENT under this Agreement are structured as follows:
10.1.1: Subscription Fee (Recurring)
The CLIENT shall pay a recurring subscription fee calculated on the basis of one or more of the following variables, as specified in the applicable Ordering Document:
(i) the number of Authorized Users with active access to the Software;
(ii) the volume of invoices or billing documents processed through the Software during the applicable billing period;
(iii) the aggregate amount of payments processed through the Software during the applicable billing period.
The applicable pricing metric(s), rates, and billing frequency (monthly, quarterly or annually) shall be specified in the Ordering Document. In the event that the CLIENT’s actual usage exceeds the thresholds or volumes specified in the Ordering Document, additional fees shall apply in accordance with the overage rates specified therein.
10.1.2: Add-On Services (Complementary Modules)
In addition to the base subscription, the CLIENT may subscribe to optional add-on modules or complementary services (“Add-On Services”), such as advanced reporting, additional integrations, premium support, or other functionalities made available by FRISBII. Each Add-On Service shall be identified and priced in the applicable Ordering Document or, for self-service subscriptions, in the pricing information displayed on the FRISBII platform at the time of subscription. Add-On Services shall be billed as a recurring fee on the same billing cycle as the base subscription, unless otherwise specified.
10.1.3: Professional Services (Time-Based)
The CLIENT may request professional services from FRISBII, including but not limited to implementation, onboarding, configuration, data migration, custom development, training, or consulting services (“Professional Services”). Professional Services shall be invoiced on a time-and-materials basis at the daily or hourly rates specified in the applicable Ordering Document or statement of work. Unless otherwise agreed in writing, Professional Services shall be invoiced monthly in arrears based on the actual time spent by FRISBII’s personnel.
10.1.4: All prices are exclusive of applicable taxes. The detailed pricing applicable to the CLIENT, including the selected pricing variables, Add-On Services, and Professional Services rates, shall be specified in the Ordering Document. Where no separate Ordering Document has been issued, in particular for self-service subscriptions to Frisbii Billing or Frisbii Payment Gateway, the applicable fees shall be those displayed to the CLIENT during the online registration process and reflected in the first invoice issued by FRISBII upon expiry of the trial period. The CLIENT\’s continued use of the Software following receipt of such invoice shall constitute acceptance of the applicable fees and billing terms.
10.2: Subscription Changes and Plan Modifications
The CLIENT may request a change to their plan or subscribe to additional modules by contacting FRISBII. Any increase shall take effect in accordance with the applicable Ordering Document. Any decrease of the total subscription commitment shall be subject to the applicable notice period and shall only take effect at the end of the then-current subscription period, unless otherwise expressly agreed in writing by FRISBII. In such case, the subscription shall be updated by FRISBII, and the CLIENT shall be notified accordingly. An updated invoice will be issued to the CLIENT starting from the month following the subscription change notification. By exception, for Salesforce application, the CLIENT may increase or reduce the number of users subject to the notice period and usage rules defined by Salesforce, which shall prevail over the above provisions.
The CLIENT is solely responsible for the payment of the subscription fee and any ordered Services and for any taxes and/or duties arising from the performance of the Agreement. CLIENT agrees to pay for the Services ordered as set forth in the Ordering Document or on the online ordering page; all fees due are non-cancellable and the sums paid are non-refundable.
Invoices are issued electronically. Unless otherwise expressly stated in the applicable Ordering Document, all amounts invoiced hereunder are due and payable immediately upon issuance of the invoice, in full and without any deduction, set-off or withholding.
CLIENT may only set-off any claims of CLIENT against FRISBII`s claims that are either uncontested or subject to a final decision by a court-of-law. CLIENT agrees to pay any sales, value-added or other similar taxes, duties and levies imposed by applicable law that FRISBII must pay on the Services, except for taxes based on FRISBII’s income. Tax exempt status will be granted to the CLIENT upon presentation of a satisfactory certificate of exemption.
10.3: Payment Terms
Onboarding fees shall be invoiced upon signature of the Agreement by FRISBII and paid using the payment method(s) and payment service provider(s) made available by FRISBII from time to time, including, where applicable, direct debit or other electronic payment means, in accordance with the applicable Ordering Document or online payment process.
Services will be invoiced monthly, quarterly or annually, as applicable, in accordance with the following rules:
- fixed subscription fees shall be invoiced in advance, at the beginning of the applicable billing period;
- additional services subscribed during the month and/or services not included in the subscription shall be invoiced at the end of the month in which they were subscribed or performed;
- variable fees, including but not limited to fees calculated on the basis of actual usage, volume of transactions processed, or number of active Authorized Users during the billing period, shall be invoiced in arrears at the end of the applicable billing period, based on the actual consumption recorded by FRISBII during such period.
10.4: Price Adjustment
10.4.1: Adjustment upon renewal
Prices are fixed for the initial subscription term specified in the applicable Ordering Document (the “Initial Term”). Upon renewal, FRISBII may apply the price list in force at the renewal date (the “Renewal Price List”), unless otherwise agreed or negotiated in writing prior to the renewal date. The Renewal Price List may reflect changes in FRISBII’s offerings and may include modifications to the description, scope or composition of items and modules, provided that the Client is informed in advance in accordance with this Section.
(a) Contracts with a term longer than two (2) months
FRISBII shall notify the Client of the Renewal Price List at least two (2) months prior to the renewal date. If the Client does not accept the Renewal Price List, it may terminate the Agreement by giving one (1) month’s prior written notice, effective at the end of the Initial Term or the then-current renewal period.
(b) Contracts renewing on a one (1) month basis
FRISBII shall notify the Client of the Renewal Price List at least one (1) month prior to its effective date. If the Client does not accept the Renewal Price List, it may refuse it by providing written notice within fifteen (15) days of such notification, in which case the Agreement will terminate at the end of the then-current monthly period.
Unless the Client validly terminates the Agreement in accordance with this Section, renewal shall occur under the Renewal Price List.
10.4.2: Annual indexation within the Term for Contracts with Term longer than twelve (12) months
Service prices may be revised annually on January 1st of each year according to the following indexation formula unless otherwise stated in the Ordering Document: Pₜ = P₍ₜ₋₁₎ × (Iₜ / I₍ₜ₋₁₎) Where:
P₍ₜ₋₁₎ = base price or price from the previous revision
Pₜ = revised price
I₍ₜ₋₁₎ = base HICP index or index from the previous revision
Iₜ = HICP index at the date of the revision
The reference index shall be the Harmonised Index of Consumer Prices (HICP) — Services, Euro Area, as published by Eurostat. The right to apply indexation automatically arises on 1 January of each year. Any failure by FRISBII to apply indexation at that date shall not constitute a waiver of its right to apply it subsequently. Indexation shall not have retroactive effect. However, FRISBII may apply the revised prices prospectively as from the date of application, based on the most recently published index.
Prices shall be invoiced based on the latest available index at the time of invoicing. Any adjustment resulting from the publication of updated indices shall be reflected in subsequent invoices.
By exception, where the Contract is entered into less than six (6) months before 31 December of a given calendar year, the first indexation shall only apply as from the first anniversary date of the Contract, and not on the immediately following January 1st.
10.5: Failure to Pay
Any late payment beyond the due date of the invoice can lead to the application of penalties of delay calculated with an annual rate equal to 10% of the amount unpaid (Penalties = Amount Unpaid Incl. Tax x 10% x number of days late/365).
n addition, all recovery, collection and enforcement costs incurred by FRISBII, including but not limited to administrative costs, legal fees, bailiff fees and court costs, shall be borne in full by the CLIENT, without prejudice to any other rights or remedies available to FRISBII.
Following the procedure described in Article 6, a prolonged failure to pay may expose the CLIENT to the automatic end of this Agreement and suspension of the right to access the Software. Notwithstanding such termination, the CLIENT shall continue to owe the fee until the expiration date of the Agreement.
10.6: Use of the Services for trial and evaluation purposes in testing systems
FRISBII agrees that CLIENT may free-of-charge use and have online access to certain Services in testing systems for evaluation and nonproduction purposes only, subject to the terms and conditions of this Agreement. Any personal data, if any, that are entered into or imported by CLIENT into such testing systems, are to be fully anonymized by CLIENT prior to their entry in such a way that any subsequent reference to a specific person will be excluded and will be rendered technically impossible. CLIENT undertakes not to enter any real data of any clients or individuals into the testing systems but to work with “dummy data” only that have no relation to any real persons. For testing purposes only data of CLIENT employees or unmistakable “dummy data” may be used.
Such Services for trial and evaluation purposes are provided “as is”, shall be rendered, and the testing systems shall be used by CLIENT entirely at CLIENT\`s own risk and FRISBII does neither give any warranties for such Services nor shall FRISBII render any Support relating to such Services. In case of a termination of this Agreement FRISBII reserves the right to delete any data entered into such testing systems by CLIENT.
10.7: Payment processing fees and gateway services
FRISBII will submit the CLIENT’s customers payment information to the applicable payment gateway and will charge the CLIENT a fee of the transactions processed by the Service. Monthly charges for the Service will be at the rates set forth by Service type and agreed upon by the CLIENT in the registration process.
Unless otherwise specified on the Services, if any fee is calculated as a percentage of CLIENT’s billings it shall be calculated based on gross billings (i.e., following the addition of any sales or similar taxes that are applicable to such billings).
Payments reflecting charges for the prior month’s use of the Service will be billed by FRISBII and deducted from your authorized credit card promptly following the end of each calendar month or shall otherwise be due and payable in accordance with FRISBII’s then-current payment policies.
The CLIENT is responsible for their own merchant bank account fees in addition to fees set forth the Agreement. All fees associated with your chosen payment gateway are also separate and not included in FRISBII’s fees.
The Service includes an optional “account updater” feature which allows you to receive an update when there is a change to one of your customer’s payment methods (e.g., when a customer receives a new account number on their credit card) (the “Updater Service”). In order to enable the Updater Service for a particular end customer, we must provide that end customer’s payment information (e.g., credit card account number) to our third party Updater Service vendors. Therefore, if you elect to use the Updater Service, you acknowledge and agree that we may provide your customers’ payment information to one or more third party vendors in order to enable the Updater Service.
10.8: Payment Card Industry Security Standard
As part of FRISBII`s Services , FRISBII will provide an application (Self Service-Application) which allows the CLIENT to build its own signup pages with a functionality permitting payment via credit card. The cardholder data is transmitted directly from the browser of the user to the payment-service-provider (PSP) selected by such user. FRISBII shall be responsible for the security of this application as well as for the underlying infrastructure delivering this application.
10.9: Payment Service Providers (PSP)
In the course of providing the Services, FRISBII integrates with one or more third-party payment service providers (each, a “PSP”) to facilitate payment processing on behalf of the CLIENT. The list of PSPs currently supported by FRISBII, together with links to their respective general terms and conditions.
The CLIENT acknowledges and agrees that the use of each PSP is subject to the PSP’s own general terms and conditions, which the CLIENT undertakes to review and accept prior to activating the relevant payment processing functionality. FRISBII shall not be liable for any act or omission of any PSP, including but not limited to service interruptions, payment processing errors, or data security incidents attributable to the PSP.
FRISBII reserves the right to add, remove or replace any PSP at any time, subject to reasonable prior notice to the CLIENT. Any such change shall not constitute a material modification of the Services, provided that the CLIENT retains access to at least one operational PSP at all times.
All fees charged by a PSP in connection with payment processing shall be borne by the CLIENT and are separate from and in addition to the fees payable to FRISBII under this Agreement.
Article 11: WARRANTY - LIABILITY - INSURANCE
11.1: Warranty and disclaimer
The CLIENT is warned of the technical hazards inherent to the Internet, and the interruptions of access that may result. Consequently, FRISBII shall not be held liable for any unavailability or slowdown of the Services. Thus, FRISBII is not able to guarantee the continuity of the Services, executed remotely via the Internet, which the CLIENT acknowledges. As FRISBII cannot be held liable for interruptions of the Internet, FRISBII draws the CLIENT’s attention to the importance of the choice of the operator.
The Services shall in general be available and operational (“Availability”).
FRISBII shall use reasonable efforts consistent with prevailing industry standards to provide and maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner.
The CLIENT acknowledges that the Services may be temporarily unavailable due to scheduled maintenance or for unscheduled emergency maintenance, either by FRISBII or by third-party providers, or because of other causes beyond FRISBII’s reasonable control
In general, times during which any updates, upgrades or new releases to the FRISBII Solution are installed or implemented, shall also be considered as times of Availability, provided that FRISBII has informed CLIENT reasonably in advance. Furthermore, where CLIENT is not in compliance with any supplies or services necessary for FRISBII or any third party data processing center contracted by FRISBII to render the Services shall also not be considered times of non-Availability. Periods of time during which maintenance works are performed to ascertain the operation of the FRISBII Solution and the Services — either at FRISBII itself or at any subcontractors of or service providers of FRISBII — shall be deemed as times of Availability. Services periods caused by events of Force Majeure as defined below shall also be deemed times of Availability.
Where reasonably possible, FRISBII shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
FRISBII does not warrant that the service will be uninterrupted or error free, nor does FRISBII make any warranty as to the results that may be obtained from use of the Services. The Services are provided “as is” and FRISBII disclaims all warranty of any type, express or implied, including but not limited to implies warranties of merchantability and fitness for a particular purpose.
If the Services provided to CLIENT for any given month during the Services term were not performed as warranted, CLIENT must provide written notice to FRISBII no later than five business days after the last day of that particular month or within such other period stated in the Ordering Document. All claims not made in writing and received by FRISBII within the time period specified above shall be deemed waived and be forfeited.
n the event of a breach of the foregoing warranty FRISBII´s sole obligation shall be to re-perform the defective Services and to correct any existing non-conformity. Re-performance may also be rendered by a recommendation to the CLIENT how the effects of any defective Services can be eliminated or significantly be reduced in a way reasonably acceptable to CLIENT under this Agreement.
The warranty period shall be twelve months from the rendering of any Services and any warranty claims shall expire and shall be statute — barred thereafter.
Subject to CLIENT compliance with its own obligations, the above Services warranty shall also apply in case of any defects of any FRISBII’s Solution in case such FRISBII’s Solution does not perform in all material respects in accordance with the Program Documentation.
11.2: Indemnification
If a third party brings a claim against either CLIENT or FRISBII stating that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either CLIENT or FRISBII to the other party and used by the other party, infringes such third party claimant\`s intellectual property rights, the party providing such Material, at its sole cost and expense, will defend the party that has received the Material against the claim and indemnify and hold such party from any resulting damages, liabilities, costs and expenses, provided that the party that has received the Material complies with the following obligations:
- The party that provided the Material is to be notified promptly in writing about the claim, in no case later than 15 days after receipt of the claim; and
- the party that provided the Material gives the other party sole control of the defense and any settlement negotiations and provides it with the information, authority (power of attorney), and assistance the other party needs to defend against or settle the claim at its discretion.
The indemnifying party shall use all commercially reasonable resources to inform, authorize and support the other party in the defence, settlement and negotiation of the third-party claims.
FRISBII is under no obligation to indemnify CLIENT to the extent that a third-party infringement claim is based upon the combination of any Material with any products or services provided by third parties. FRISBII furthermore is under no obligation to indemnify CLIENT for infringement caused by CLIENT\`s actions against any third party if the Services as delivered and used in accordance with the terms of the Agreement would not otherwise have infringed upon any third-party intellectual property rights.
The foregoing obligations do not apply with respect to portions or components of any Software or Service (i) not supplied by FRISBII, (ii) made in whole or in part in accordance with the CLIENT specifications, (iii) that are modified after delivery, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where the CLIENT continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the CLIENT’s use of the Services is not strictly in accordance with this Agreement.
If, due to a claim of infringement, a Software is held by a court of competent jurisdiction to be or is believed by FRISBII to be infringing, FRISBII may, at its option and expense (a) replace or modify such Software to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the CLIENT a license to continue using such Software, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and the CLIENT’s rights hereunder and provide the CLIENT a refund of any prepaid, unused fees for such Software. This Section states the CLIENT’s sole and exclusive remedies for claims of infringement.
11.3: Limitation of liability
If the Availability of the Services is not met for a specific month, CLIENT will be entitled to an adequate reduction of the subscription fees during times of non-Availability. Further claims of CLIENT for any damage or loss shall be excluded. Such warranties do further not apply to any defective Services resulting from misuse, casualty loss, use or combination of the Services or the FRISBII’s Solution with any products, hardware or services furnished by any third party, any modification of the FRISBII’s Solution not made by or for FRISBII, or any use of the FRISBII’s Solution by Customer in contradiction to the terms of this Agreement, in particular in case of non-compliance with CLIENT obligations.
FRISBII, nor its Affiliates, nor any of their respective directors, officers, employees, or agents will have any liability of any type (including, but not limited to, contract, negligence, and tort liability), for any special, incidental, indirect, or consequential damages, including, but not limited to the loss of opportunity, loss of use, or loss of revenue or profit, in connection with or arising out of this Agreement or the Services contemplated hereunder, even if such damages may have been foreseeable to such party.
In no event shall FRISBII’s liability arising out of or related to this agreement, whether in contract, negligence, and tort liability exceed in the aggregate the total fees paid or owed by the CLIENT hereunder during the twelve (12) months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident).
The CLIENT acknowledges that the fee applicable for the Services reflect the allocation of risk set forth in this Agreement and that FRISBII would not have entered into this Agreement without the disclaimers of warranty and limitation of liability and damages set forth in this Agreement.
However, nothing in this Agreement will
- limit or exclude any liability for death or personal injury resulting from negligence;
- limit or exclude any liability for fraud or fraudulent misrepresentation;
- limit any liabilities in any way that is not permitted under – applicable law;or
- exclude any liabilities that may not be excluded under applicable law.
Article 12: SUBCONTRACTING
FRISBII may subcontract all or part of the Services, without CLIENT’s prior written consent. FRISBII may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Software shall not be deemed a sublicensee under this Agreement.
FRISBII undertakes to ensure that the terms for the performance of the Services are observed and shall consequently be responsible for the subcontracted Services with regard to the CLIENT.
Article 13: INTELLECTUAL PROPERTY
13.1: Rights of the CLIENT
FRISBII acknowledges that all the documents and data provided by the CLIENT in order to perform the requested Services are and shall remain the exclusive property of the CLIENT.
FRISBII shall, for its part, refrain from any personal use of the CLIENT Data, without the express written permission of the CLIENT. FRISBII commits to observe absolute confidentiality with regard to all the information and activities related to the CLIENT in the context of this Agreement.
FRISBII declares that all the data recorded by means of the Software are the exclusive property of the CLIENT.
All the CLIENT data, documents and materials must be returned to the CLIENT upon its request without FRISBII retaining a copy.
13.2: Rights of Frisbii
FRISBII is the sole owner of the intellectual and industrial property rights to the Software.
FRISBII declares that the Software subject to this Agreement is its property or that it holds a legal right to market such software.
The CLIENT commits not to harm the rights of FRISBII directly or indirectly or by the intermediary of a third party with which it is associated.
In the event of an action for infringement with regard to the Software brought by a third party against the CLIENT, the CLIENT shall immediately inform FRISBII.
The CLIENT commits to take the necessary steps to ensure the secrecy, confidentiality and observance of the ownership of the Software with regard to its personnel or any external person who may have access to the Software.
Article 14: CONFIDENTIALITY
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of FRISBII includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of the CLIENT includes non-public data provided by the CLIENT to FRISBII to enable the provision of the Services (“CLIENT Data”).
The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Proprietary Information does not include any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. Notwithstanding the foregoing, each Party has the right to disclose the terms of this Agreement and Confidential Information to (a) its financial and legal advisors (but only if such advisors are informed of the confidentiality of this Agreement and agree to be bound by this confidentiality) or (b) in accordance with an order or decision not subject to appeal issued by any legal or governmental authority, provided that it notifies the other Party in writing of this so that the latter can seek any appropriate protective measures.
Each Party shall ensure that its employees and/or possible subcontractors shall comply with this confidentiality obligation. With regard to its staff, each Party shall take all necessary measures to ensure the secrecy and the confidentiality of all the information addressed by this Article.
Without disclosing the terms of this agreement, The CLIENT and FRISBII may mention their collaboration in their own external communication, including but not restricted to brochures, websites and social networks for as long as this agreement remains active.
The provisions of this Article shall remain in force for a period of five (5) years after the termination of this Agreement.
Each Party agrees that its obligations under this Section 14 are necessary for the protection of the business and goodwill of the Parties and are considered to be reasonable for such purpose, and each Party agrees that monetary damages may be inadequate to compensate each other for any breach of the obligations. Accordingly, in addition to any other remedy to which the Disclosing Party that may be entitled at law or in equity, the Disclosing Party shall also be entitled to injunctive relief to prevent breaches of any provision of this Section 14 and to specifically enforce the terms and provisions hereof.
Article 15: PROTECTION OF PERSONAL DATA
In performing this Agreement, FRISBII may be required to process personal data on behalf of and on the instructions from its CLIENT. FRISBII will comply with the Data Processing Agreement, which is incorporated herein by reference. The Data Processing Agreement is subject to regular updates at FRISBI’s discretion; however, FRISBII’s changes will not result in a material reduction in the level of protection provided during the period for which fees for the Services are paid.
FRISBII keeps a protected copy of the credit card numbers of users. These billing data belong to the CLIENT and by utilizing the Services, the CLIENT grants FRISBII a license to use this data for the purposes of fulfilling the Service obligations to the CLIENT and FRISBII shall otherwise use commercially reasonable efforts to keep such information confidential and secure in accordance with general industry standards and the EU General Data Protection Regulation (GDPR). FRISBII has and will continue to be PCI compliant and agrees to comply with all applicable state and federal laws and regulations (including those relating to privacy and data security), with regards to its use, access and storage of billing data on behalf of the CLIENT.
CLIENT reserves the right to provide the Services from various locations, and/or through use of subcontractors and service providers, with nor geographical limitations to apply. Unless otherwise expressly agreed, all server locations for the CLIENT Solution are located within the European Union. CLIENT shall carry out data processing in the form of order processing pursuant to Art. 28 of the EU General Data Protection Regulation (GDPR). CLIENT undertakes to obtain any third-party consents related to its use of the Services and FRISBII’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. CLIENT shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of CLIENT’s Data.
In case of any changes to the firm name, the invoice address or tax ID of CLIENT, an authorized employee of CLIENT will inform FRISBII promptly, but no later than seven days prior to issue of the next FRISBII invoice which is to reflect the changed coordinates of CLIENT.
In case of a merger or amalgamation of CLIENT into or with another entity or a joint venture company or in case of a spin-off of CLIENT or a sale of the material assets of CLIENT to a third party, an authorized employee of CLIENT shall inform FRISBII promptly and in any event no later than thirty (30) days prior to the effective date of such transaction. FRISBII shall have a period of three (3) months from receipt of such notification to object to the transfer of this Agreement to the new entity, on reasonable grounds. In the absence of any objection by FRISBII within such period, the Agreement shall be deemed transferred to the new entity. Where FRISBII objects to such transfer, the Parties shall negotiate in good faith to conclude a new agreement with the new entity. If no agreement is reached within thirty (30) days of FRISBII\’s objection, FRISBII shall be entitled to terminate this Agreement upon thirty (30) days\’ written notice, without liability.
Article 16: THIRD-PARTY APPLICATIONS AND DEPENDENCIES
16.1: Sale of Third-Party Applications
FRISBII may offer third-party applications for sale as specified in the applicable Ordering Documents. Any other purchase by CLIENT of third-party products or services — including applications, deployment, customization, or consulting services — – as well as any exchange of data between CLIENT and a third- party provider, shall be concluded solely between CLIENT and the relevant third-party provider. FRISBII provides no warranty or support for third-party products or services, regardless of whether they are labelled as “certified” or otherwise by FRISBII, except as expressly stated in the relevant Ordering Document. No third-party purchases are required to use the Services, except for the underlying Salesforce licenses on which the Services are deployed.
16.2: Use of Third-Party Applications and Access to Client Data
If CLIENT installs or enables third-party applications for use in connection with the Services, CLIENT acknowledges and agrees that FRISBII may allow those third-party providers to access CLIENT’s data where such access is necessary for the interoperation of the applications with the Services. FRISBII disclaims any responsibility for the disclosure, modification, or deletion of CLIENT data resulting from access by such third-party application providers. The Services may provide functionality that allows CLIENT to restrict such access by limiting user permissions for installing or enabling third-party applications.
16.3: Salesforce Services Dependency
For the specific Services operated on SalesForce services, the Services operate in conjunction with, and rely on, Salesforce. Consequently, their availability depends on the continued availability of Salesforce’s services. If Salesforce discontinues its services or no longer provides them on terms reasonably compatible with the continued provision of the Services, FRISBII may be forced to suspend or discontinue the Services, for as long as Salesforce’s services are unavailable. In such case, CLIENT shall not be entitled to any refund, credit, or other compensation.
Article 17: INDEPENDENCE OF THE PARTIES
Both Parties agree to act as independent parties in connection with the Agreement. Consequently, the Agreement may not in any event be considered to be a document constituting a legal entity of any sort. The Parties declare that any form of “affectio societatis” is formally excluded.
In this regard, the Agreement may not in any event create a connection of subordination between the personnel of FRISBII and the CLIENT which is characterised by a salaried relationship between the persons assigned by FRISBII to perform the orders subject to the Agreement and the CLIENT.
The members of FRISBII’s personnel are solely subject to the decisions of FRISBII in application of their employment agreements. They may only receive direct instruction from FRISBII, which shall be responsible for their remuneration as well as all their costs.
Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
Article 18: APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law applicable to the FRISBII contracting entity as specified in the applicable Ordering Document, as follows:
- Frisbii Denmark A/S: Danish law, with exclusive jurisdiction of the courts of Copenhagen, Denmark;
- Frisbii France SAS: French law, with exclusive jurisdiction of the courts of Montpellier, France;
- Frisbii Germany GmbH: German law, with exclusive jurisdiction of the courts of Frankfurt am Main, Germany;
- Frisbii Media GmbH: German law, with exclusive jurisdiction of the courts of Frankfurt am Main, Germany.
Any dispute between the Parties concerning the interpretation, performance or termination of this Agreement which has not been settled amicably within thirty (30) days of written notice by either Party shall be submitted to the exclusive jurisdiction of the competent courts of the registered office of the FRISBII contracting entity, as set out above.
Article 19: Notices
All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile). All notices, consents and other communications between the parties will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date of first submission. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section.
Article 20: Force Majeure
FRISBII is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of the CLIENT or any Authorized User.
Article 21: Tools
FRISBII may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve any FRISBII Support requests. The Tools will not collect, report or store any of the Data residing in the service production environment, except as necessary to troubleshoot Support requests or other problems in the Services.
Data collected by the Tools (excluding production data of CLIENT) may also be used to assist in managing FRISBII’s product and service portfolio and for license management. CLIENT agrees that:
1. CLIENT may not access or use the Tools, and
2. CIENT will not use or restore the Tools from any tape backup following termination of the Agreement.
Article 22: Statistical Information
FRISBII may compile and evaluate statistical information related to the performance of the Services, and may make such information publicly available, provided that such information does not incorporate or reveal CLIENT Data, CLIENT\`s confidential information or include or reveal CLIENT\`s company name or identity. FRISBII retains all intellectual property rights in such information.
Article 23: MISCELLANEOUS PROVISIONS
23.1: Non-Exclusivity
This Agreement does not contain any commitment of exclusivity or guaranteed minimum turnover by the CLIENT with regard to FRISBII.
FRISBII acknowledges that it is its entire responsibility to seek for enlarging its clientele and that it may not therefore bring any complaint against the CLIENT for allowing a situation of economic dependency to be established as a result of the application of this Agreement.
FRISBII acknowledges that throughout the duration of this Agreement, it shall be solely responsible in the event of insufficient diversification of its clients, particularly with regard to its own suppliers and possible subcontractors.
23.2: Intuitu Personae – Assignment
Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an Affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction.
23.3: Export control
Export control laws and regulations apply to the Services of FRISBII. CLIENT agrees that such export control laws govern access to and the use of the Services. CLIENT agrees to comply with all such export control laws and regulations. CLIENT agrees and undertakes that no data, information, software programs and/or materials resulting from the Services will be exported, directly or indirectly, in violation of these laws, and no third party shall be granted access to or be enabled access to them in violation of such export control laws or no such data etc. as above will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
23.4: Identification of CLIENT as a Reference Customer
The CLIENT agrees that FRISBII may refer to the CLIENT as a customer of the Services of FRISBII. The CLIENT further agrees that FRISBII may use CLIENT\`s logo and a short profile of the CLIENT in press releases or in any sales or marketing presentations or on website as well as on further domains used by FRISBII.
23.5: General provisions
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement and all exhibits, annexes and addenda hereto and thereto is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. For the avoidance of doubt, no prior document, including but not limited to earlier versions of these GTCS, framework agreements, proposals, order confirmations, or any other pre-contractual documentation, shall have any binding force or effect between the Parties.
All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
In the event of a conflict between this Agreement and the Ordering Document, such Ordering Document shall prevail unless otherwise expressly indicated in this Agreement or such Ordering Document.
The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof.
Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.