Professional Services Terms and Conditions
Effective From: August 18, 2023 (Version 1.2)
This is a legal document.
By accepting these terms via a popup or similar process, requesting or instructing us to provide a professional service, you expressly accept all the terms and conditions contained in this document. You must not request or accept delivery of professional service the Circularo services if you do not agree with any provision in this document. You must not use Circularo if you are younger than 18 years of age.
1. Introduction
These Professional Services Terms and Conditions (“Terms”) govern professional services outside the scope of a Circularo Subscription or Support Plan, and relate to additional customisation, consultancy or training services. These Terms form an agreement between:
1.1. Circularo group of companies consisting of Circularo Europe s.r.o. Revolucni 1082/8 11000 - Prague, Czech Republic, CIRCULARO MENA FZE, Dubai Silicon Oasis, DSO-THUB-G-D-FLEX-G018D, Dubai, United Arab Emirates, and their affiliates (“Circularo”, “Us”, “We”); and
1.2. a corporation, organization or similar entity that uses a Circularo Service (defined below) and its Users ("Corporate Customer") or a person who uses Circularo ("Individual User") (together, “Customer”, “you”). If you are a Corporate Customer, you have the authority to enter into agreements on your behalf of your organization.
2. Definitions
All capitalized words in these Terms have the same definition as the Terms of Service, except for the following:
2.1. Consultancy Services mean professional information technology consultancy services provided by us in relation to a Service (as defined in the Terms of Service);
2.5. Professional Services mean one or more of the Consultancy Services, the Customisation Services and/or the Training Services, but do not include the Activation Services (as defined in the Terms of Service);
2.6. Man Day means one business day during which one Circularo representative provides a Professional Service under these Terms;
2.7. Subscription Confirmation has the meaning given in the Terms of Service; and
2.8. Training Services mean training services provided by Circularo to educate and the train your personnel regarding the use the Product.
3. Amendments
We may unilaterally amend these Terms at any time. We will do so by publishing the amended terms to the Website, which will be effective from the date stated on the Website. Professional Services ordered or commenced prior to this date will continue to be governed by the earlier version of these Terms. Professional Services ordered or commenced after this date will be governed by the revised terms and we will not be liable to you or a third party for the amendment.
IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS ON A REGULAR BASIS TO BE NOTIFIED OF ANY AMENDMENTS.
4. Professional Services
4.1. Standard. We will provide the Professional Services to you, as described in the Subscription Confirmation. We will provide the Professional Services in a professional, prompt and diligent manner, consistent with industry standards.
4.2. Cooperation. You must ensure that you and your personnel provide us with all necessary and incidental information, equipment and instructions, as reasonably required, to enable us to undertake and complete the Services.
4.3. Access. You must provide us and our representatives uninterrupted access to its systems, infrastructure or facilities, for the sole purpose of undertaking and completing the Professional Services. You may determine reasonable conditions of entry into any of your facilities, including access during customary business hours. Circularo will be deemed to have discharged its obligation to provide the Professional Services, notwithstanding any inaccessibility, unavailability or interruption directly caused by you or your personnel.
4.4. Contact. You must nominate a person to represent you in relation to the delivery of any Professional Service ("Lead"). Your Lead must be suitably qualified, have the experience and authorisation necessary to allow Circularo to deliver the Professional Services and represent you. Any delay by the Lead in providing information to us will be deemed to be a delay by you. We will nominate a contact person to represent Circularo in relation to the Professional Services (“Circularo Lead”).
6. Delivery of Services - Consultancy
6.1. Requirements. Prior to commencing the Consultancy Services, the Lead must provide the Circularo Lead with the following written requirements:
6.1.1 the specific tasks and actions to be undertaken by us, reflecting any proposal, workplan or similar document;
6.1.2 the maximum number of Man Days for the completion of each specified task; and
6.1.3 the date by which you will provide all input required for the completion of specific tasks and the date by which specific tasks ('milestones') should be completed ("Requirements").
The Requirements must be in writing, contain sufficient detail to enable a reasonable technician to undertake the necessary work.
6.2. Acknowledgement. Upon receipt of the requirements, the Circularo Lead must promptly:
6.2.1 accept and confirm the Requirements will be delivered as stated;
6.2.2 request further information, which the Lead must provide promptly;
6.2.3 request changes to the Requirements, including in relation to the specific tasks, maximum number of Man Days or the milestone dates. These changes must be accepted by the Lead ("Amended Requirements").
6.3. Commencement. We will commence delivery of the Consultancy Services when the Requirements or Amended Requirement have been accepted, or further information has been provided and the Requirements are accepted.
6.4. Changes to Requirements. You may add, remove, change or re-prioritize a Requirement after it has been communicated by the Lead. This change request must be in writing, and accepted by the Circularo Lead in writing. You agree that changing Requirements after delivery of the Consultancy Service has commenced may incur additional fees and will utilize allocated Man Days.
6.5. Limitations. We are not obliged to provide Consultancy Services exceeding the number of Man Days set out in the Subscription Confirmation. Calculation of Man Days includes consideration and discussion of the Requirements with your Lead, review and finalization of the Requirements, implementation and amendment of the Requirements. We will record the number of Man Days spent delivering the Requirements and this will be determinative of the Services provided.
7. Training
7.1. Sessions. Training Services are available as 'sessions', each of which is (i) no longer than 2 hours each, and (ii) delivered in an online format, without Circularo personnel being required to attend your premises.
7.2. Limitations. You agree that the Training Services may utilise content and materials that have been prepared for the general public and are not tailored to your organization or particular requirements. Although you can indicate the general nature of the topics to be addressed in a training session, we have discretion in how we provide the training and the extent to which we discuss a given topic.
8. Intellectual Property Rights
8.1. Our Intellectual Property. We (or an entity designated by us) owns all the intellectual property rights, including any trade secrets, copyright, trademarks, patents or other unregistered intellectual property rights, in the Professional Services. Except as expressly set out in these Terms, all such rights are reserved.
8.2. New Intellectual Property. If any Service results in new intellectual property rights (“New IP”), you agree that all New IP will be owned by usand you will take all steps to ensure the transfer of ownership of the New IP. If rights to the New IP cannot be transferred to Circularo, you grant to us (or an entity designated by us ) an irrevocable, unconditional, worldwide, royalty-free, exclusive license to the New IP.
8.3. Feedback. Although you are not required to do so, you can provide us with suggestions or proposals. If you do so, you also grant us an irrevocable, unconditional, worldwide, royalty-free, sublicensable, and transferable license to use, sell, display, modify and distribute these suggestions or proposals.
9. No warranties
9.1. AT YOUR RISK. THE SERVICES ARE PROVIDED ON AN ‘AS IS’ AND ‘WHERE IS’ BASIS. YOU AGREE TO RECEIVE USE THE PROFESSIONAL SERVICES AT YOUR OWN DISCRETION AND RISK. YOU ARE WHOLLY RESPONSIBLE FOR ANY LOSS OF DATA OR ANY DAMAGE TO YOUR DEVICE THAT RESULTS FROM ACCESS TO AND USE OF THE SERVICES.
9.2. NO WARRANTIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CIRCULARO AND EACH OF ITS AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS (TOGETHER, “CIRCULARO PARTIES”), DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES IN RELATION TO THE PROFESSIONAL SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, FITNESS-FOR-PURPOSE OR NON-INFRINGEMENT.
9.3. LIMITED WARRANTIES. YOU MAY MIGHT HAVE CERTAIN RIGHTS UNDER APPLICABLE LAW. NOTHING IN THIS CLAUSE IS INTENDED TO LIMIT THOSE RIGHTS.
10. Term
10.1. Term. These Terms are effective from the date you accept them and end on the earlier of: (a) the date on which the Professional Services are completed or (b) your Subscription Period ends.
10.2. Termination by you. If we have not commenced providing a Professional Service, you may terminate these Terms at any time by notifying us. Nothing in this Section affects your payment obligations in respect of Professional Services already provisioned or commenced by us.
10.3. Termination by us. We may decline to provide all or part of the Professional Service sand terminate these Terms at any time by notifying you in writing. Termination will be effective after 14 days, if: (a) (Breach) we notify you of a breach of these Terms and you fail to remedy that breach, or the breach is unable to be remedied; (b) (Discontinuation) we elect to discontinue a Professional Service. We may terminate these Terms with immediate effect if we reasonably believe that we are required to do so by applicable law.
11. General Provisions
10.1. Independence - The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created by these Terms and neither Party has the power to bind the other or incur obligations on the other Party’s behalf.
10.2. Assignment. You must not assign or otherwise transfer these Terms without our written consent. We may transfer our rights under the Terms to a third party and will notify you if we do so.
10.3. No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
10.4. Interpretation. Headings are provided for convenience only and will not be used to interpret meaning or intent. The word ‘must’ refers to an obligation that, if not performed, will constitute a breach. The word ‘including’ is non-exhaustive.
10.5. Severability. If any part of these Terms is found to be unenforceable or invalid, you agree that the remainder of these Terms remains unaffected.
10.6. Notice. If either you or Circularo is required by these Terms to notify the other, notice may be given by: (a) (E-mail) to info@circularo.com (notice by you) or the email associated with your User Account or, if a Corporate Customer, the User Account associated with your admin User (notice by us). Such communications will be deemed delivered 1 day after being sent; (b) (Courier) to the address set out at the beginning of these Terms (notice by you) or stated in your User Account (notice by us). Such communications will be deemed delivered 7 days after being sent by a trackable courier; (c) (Registered post) ) to the address set out at the beginning of these Terms (notice by you) or stated in your User Account (notice by us). Such communications will be deemed delivered 14 days after being sent by a trackable postage service. You agree to receive notices, agreements or other communications through electronic means, including by e-mail, text, in-product notifications, or by posting them on the Website or through any Services, satisfying any legal requirement that these be in writing or be delivered in a particular manner.
10.7. Force Majeure - Neither Circularo or you are liable to the other for any delay or failure of its obligations under this Terms (except in relation to payment oblgiations), if the delay or failure is due to an unforeseen event that (a) occurs after the signing of these Terms, (b) is beyond the reasonable control of the either CIrcularo or you, including strikes, blockade, war, pandemic, terrorism, riots, natural disasters, refusal of permission, license or approval by a third party, or the availability of the internet, (c) prevents or delays the affected party from fulfilling its obligations, and (iv) such party is not able to prevent or remove the event at reasonable cost. The affected party must promptly notify the other party in writing after it reasonably believes such an event will cause delay or failure of its obligations.
10.8. Entire Agreement. These Terms constitute the entire agreement between Circularo and you in relation to the Professional Services and supersede any terms included in a purchase order or similar document.
11. Governing Law & Dispute Resolution
Governing Law. These Terms are governed by and construed according to the laws of the Czech Republic, without reference to conflict of law principles. Any litigation relating to these Terms will be subject to the jurisdiction of any competent court of the Czech Republic.
Disputes. You agree to notify us of any concern or dispute arising from these Terms. Together with Circularo, you must use your best efforts to settle the matter amicably. If a concern or dispute is not resolved within 30 days of submission, either you or Circularo agree that the dispute will be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court in accordance with the On-line Rules of the Arbitration Court.
If you have any queries about these Terms or require a copy of an earlier version, please contact us at info@circularo.com.