Terms and Conditions

  1. Definitions

WorkPoint 365: Product developed by WorkPoint A/S, running on Office 365
WorkPoint Express: Office plugin developed by WorkPoint A/S
WorkPoint Email Manager 365: Office plugin developed by WorkPoint A/S

  1. Service description

2.1. General definition of service

WorkPoint 365 is a per user per month fee available in three subscription plans: Standard, Advanced and Enterprise. We recommend Standard for document management and Advanced/Enterprise for more advanced solutions such as case and project management. This is only a guideline, though – specific cases might differ. You find the differences of the three subscription plans defined and explained in the WorkPoint 365 full feature matrix on our website – each plan presents the possibility to buy additional options.

WorkPoint 365 runs on one site collection. We refer to Microsoft recommendations of number of sites per site collection (Multi-site collection will be released in Q1-16).

2.2. Service description/Content of service

WorkPoint 365 installs as an app on the customers SharePoint Online tenant. WorkPoint Express installs as a plugin in the Office desktop application. Both applications are downloadable and installs with an installer, guiding the user through the process.

2.3. System Requirements 

WorkPoint 365 can be installed on the following Office 365 and SharePoint plans:

  • Office 365 E3 and E5
  • SharePoint Online 2

Please notice: If SharePoint Online is used exclusively, WorkPoint Express can’t be installed, since it is a Microsoft Office component. Some advanced search web parts are only supported on Office 365 E3 and SharePoint Online 2

  1. Minimum order limitation

The solution requires a minimum of five users.

  1. Contract and termination

The minimum contract term always equals the billing period. Prices are based on signing up on a yearly basis and termination of the agreement in writing and with three months’ notice to the due date. It is however possible to obtain a three month billing period and contract term by paying an extra billing fee. For more information, please contact us at sales@workpoint.dk. The agreement is automatically renewed for a year if not terminated. Prepaid subscription fees cannot be refunded in case of termination.

Termination assistance: Please refer to point 7 in attachment 1.1 WorkPoint 365 End User License Agreement

  1. Pricing

5.1. Prices

Please refer to the prices on our website.

5.2. VAT

All prices are exclusive of VAT.

5.3. Payment terms

The subscription is paid yearly in advance. In case of late payment interest of 2% a month is calculated. If Customer pays invoices untimely, WorkPoint A/S is entitled to suspend its services and revoke all licenses until full payment has taken place, except where Customer has presented reasonable justified objections to an invoice or part hereof. Customer is furthermore required to compensate WorkPoint A/S for reasonable and statutory additional costs and losses caused by any justified suspension of the services.

  1. Support

The level of support is defined by categories A, B and C (for prices please refer to point 6.1.)

Support

6.1. Service Level Agreements (SLA)
The categories A, B and C are defined by number of users and price. If you chose C, support is included in the solution purchase. B calls for a certain price per group of users as well as a monthly fee. To acquire level A of support, please contact WorkPoint A/S at www.sales@workpoint365.com. For category specifications and information on level of support, please see point 6.

SLA

6.2. Service Updates
WorkPoint365 is usually updated every 90 days.
WorkPoint Express is updated once or twice a year. Updates are made available, but the customer decide when to deploy them.

  1. Description of data centre and security measures

7.1. Data centre
WorkPoint 365 is hosted in Microsoft Azure. Azure meets a broad set of international and industry-specific compliance standards, such as ISO 27001, HIPAA, FedRAMP, SOC 1 and SOC 2, as well as country-specific standards including Australia IRAP, UK G-Cloud, and Singapore MTCS. Microsoft was also the first to adopt the uniform international code of practice for cloud privacy, ISO/IEC 27018, which governs the processing of personal information by cloud service providers. More information is available at Microsoft Azure Trust Center.

7.2. Security level and encryption:
Data is stored in Microsoft cloud. Please see description of MS information material for information.

7.3. Privacy Policy
Please see attachment 1.1, WorkPoint 365 End User License Agreement and Microsoft Azure Trust Center.

7.4. Location of End-Customer Data
Customer data is stored in the customers own Office 365 tenant.

7.5. Data Protection
Please refer to Microsoft Azure Trust Center.

    1. Business Continuity and Disaster Recovery

8.1. Disaster recovery plan:
Please refer to Microsoft Azure Trust Center.

 

Appendix 1.1 – WorkPoint End User License Agreement

1. Preamble

This End User License Agreement (hereinafter referred to as the (“License”) governs the use of the WorkPoint software (hereinafter together referred to as the “Software”). The End User accepts this License by either (1) clicking to agree or accept where these options are presented to the End User, or (2) actually using the Software. The same applies if the End User is using the Software on behalf of a business or other legal entity.

The Software are provided by WorkPoint A/S (hereinafter referred to as “WP”), a company duly registered with company no. 26 08 26 68 in the Kingdom of Denmark, located at Esbjerg Brygge 28, DK-6700 Esbjerg, Denmark.

2. License and restrictions on use

This license granted to the End User for the Software by WP is limited to a non-exclusive, non-transferrable, non-assignable right to use the Software for the End User’s own needs on a device that the End User own or control. The End User may not rent, lease, lend, sell, redistribute or sublicense the Software. The End User may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of WP’s rights. If the End User breach this restriction, the End User may be subject to prosecution and damages.

The terms of this License will govern any upgrades that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license or WP choose to change the License, in which case the terms of that license will govern.

3. User data, content and intellectual property rights

The End User agrees that WP may collect and use technical data and related information, including but not limited to technical information about the End User’s device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to the End User (if any) related to the Software. WP may use this information, to improve WP’s products or to provide Software or technologies to the End User.

The Software allow the End User to submit content. The End User retains ownership of any intellectual property rights that the End User holds in that content.

Some information and content accessible via the Software may be provided by third parties and/or other users and such content may be the property of these entities. WP do not and cannot guarantee for the correctness, lawfulness and/or suitability of such information and content.

The Software may display, include or make available content, data, information, applications or materials from third parties or other users of the Software (hereinafter referred to as “Third Party Materials”) or provide links to certain third party web sites. By using the Software, the End User acknowledges and agree that WP are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. WP do not warrant or endorse and do not assume and will not have any liability or responsibility to the End User or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to the End User. The End User agrees that the Software may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that the End User will not use such proprietary content, information or materials in any way whatsoever except for permitted use in this License.

4. Indemnification

To the maximum extent permitted by law, the End User agrees to defend, indemnify and hold harmless WP, WP’s affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from the End User’s violation of this License or any third party claim arising against WP,WP’s affiliates and their respective directors, officers, employees and agents from the End User’s use of the Software for other purposes than intended by this License.

5. Warranty

WP will do its best to correct Errors when they occur and as quickly as possible depending on the nature of the error, but do expressly not warrant that the operation of the Software will be uninterrupted or error-free or the functions in the Software will meet the End User’s special requirements.

An error is defined as a material discrepancy between the actual operation of the Software and its theoretical operation as described in the user manual and leaves essential functions of the Software useless for the End User (Error). In the event that the End User discovers an Error in the Software, the End User shall give prompt notice to WP of such error.

For a period of twelve (12) months from time of installation, WP shall repair Errors in a timely matter and to WP’s best effort typical with the next update or release of the Software and in accordance with applicable maintenance or support agreements.

The foregoing is the exclusive remedy for the End User for Errors in the Software and is in lieu of any statutory or implied warranties, including any implied warranty of merchantability or fitness. No oral or written information or advice given by WP or WP’s authorized representative shall create a warranty.

In the event the Software are misused or altered by the End User in a manner not approved by WP, all liability and any warranties with respect to the Software shall cease.

6. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall WP be liable for indirect, consequential or other similar damages (including any damages resulting from loss of use, loss of anticipated profit, loss of revenues or profits, loss of business goodwill, data or damage to the End Users records or data, or loss as a consequence of any other kind of business interruption), increased expenses of operation or the claims of third parties arising out of or in connection with this agreement or its termination, even if WP has been advised of the possibility of such damages.

The above exemption from liability shall also apply to product liability and personal injury to the maximum extent permitted.

In no event shall the total liability of WP (whether in contract, tort or any other theory of liability) arising out of or in connection with this agreement, the Software, any output of the Software or failure of the Software to operate in accordance with the user manual or the failure to correct Errors exceed 1/12 of the yearly fee for the End Users maintenance agreement. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

WP shall have no liability for any defects which do not relate to the Software but which are related to external factors including other programs. Furthermore, WP shall have no liability for the integration of or interaction between the Software and the End Users own hardware and software environment.

THE PROVISIONS OF THIS SECTION CONSTITUTE AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT AND AGREEMENTS MADE IN CONNECTION TO THIS AGREEMENT AND WP WOULD NOT ENTER INTO SUCH AGREEMENT WITHOUT THESE LIMITATIONS.

7. Termination of the License

The License is effective until terminated by the End User or WP.

The End Users rights under this License will terminate automatically without notice from WP if (1) the End User fails to comply with this License, (2) WP are required to do so by law. Upon termination of the License, the End User shall cease any and all use of the Software, and destroy all copies, full or partial, the End User may have.

8. General

The End User agrees that if WP do not exercise or enforce any legal right or remedy which is contained in this License, or which WP have the benefit of under any applicable law, this will not be taken as a formal waiver of WP’s rights and that those rights or remedies will still be available to WP.

If it turns out a particular clause in this License is not enforceable, this will not affect any other clauses.

9. Governing law

The laws of the Kingdom of Denmark govern in all respects this License and the End Users use of the Software, without giving effect to principles of conflicts of law. The End User consents to the jurisdiction of the court in Copenhagen, Denmark to settle any claim, action or controversy arising out of or related to this License or the End User’s use of the Software. The United Nations Convention on Contracts for the International Sale of Goods shall apply if applicable.

 

Appendix 2.1 – WorkPoint 365 End User License Agreement

1. Preamble

This End User License Agreement (hereinafter referred to as the “License”) governs the use of the WorkPoint 365 service (hereinafter together referred to as the “Software”). The End User accepts this License by either (1) clicking to agree or accept where these options are presented to the End User, or (2) actually using the Software. The same applies if the End User is using the Software on behalf of a business or other legal entity.

The Software are provided by WorkPoint A/S (hereinafter referred to as “WP”), a company duly registered with company no. 26 08 26 68 in the Kingdom of Denmark, located at Esbjerg Brygge 28, DK-6700 Esbjerg, Denmark.

2. License and restrictions on use

This license granted to the End User for the Software by WP is limited to a non-exclusive, non-transferrable, non-assignable right to use the Software for the End User’s own needs on a device that the End User own or control. End User may not distribute or make the Software available over a network where it could be used by multiple devices at the same time. The End User may not rent, lease, lend, sell, redistribute or sublicense the Software. End User agree not exploit the Software in any unauthorized matter, including but not limited to, by trespass or burdening network capacity. The End User may not copy (except as expressly permitted by this License), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of WP’s rights. If the End User breach this restriction, the End User may be subject to prosecution and damages.

The terms of this License will govern any upgrades that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license or WP choose to change the License, in which case the terms of that license will govern.

The Software is only fully functional if End User have a valid Office 365 subscription. End User is responsible for acquiring a subscription for Office 365 and maintaining it throughout the term of the subscription.

3. User data, content and intellectual property rights

The End User agrees that WP may collect and use technical data and related information, including but not limited to technical information about the End User’s device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to the End User (if any) related to the Software. WP may use this information, to improve WP’s products or to provide Software or technologies to the End User.

The Software allow the End User to submit content. The End User retains ownership of any intellectual property rights that the End User holds in that content.

Some information and content accessible via the Software may be provided by third parties and/or other users and such content may be the property of these entities. WP do not and cannot guarantee for the correctness, lawfulness and/or suitability of such information and content.

The Software may display, include or make available content, data, information, applications or materials from third parties or other users of the Software (hereinafter referred to as “Third Party Materials”) or provide links to certain third party web sites. By using the Software, the End User acknowledges and agree that WP are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. WP do not warrant or endorse and do not assume and will not have any liability or responsibility to the End User or any other person for any third-party services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to the End User. The End User agrees that the Software may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that the End User will not use such proprietary content, information or materials in any way whatsoever except for permitted use in this License.

WP make no representation that the Software are appropriate or available for use in any particular location. To the extent End User choose to access the Software, End User do so at End Users own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

4. Indemnification

To the maximum extent permitted by law, the End User agrees to defend, indemnify and hold harmless WP, WP’s affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from the End User’s violation of this License or any third party claim arising against WP, WP’s affiliates and their respective directors, officers, employees and agents from the End User’s use of the Software for other purposes than intended by this License.

5. Warranty

WP will do its best to correct Errors when they occur and as quickly as possible depending on the nature of the error, but do expressly not warrant that the operation of the Software will be uninterrupted or error-free or the functions in the Software will meet the End User’s special requirements.

An error is defined as a material discrepancy between the actual operation of the Software and its theoretical operation as described in the user manual and leaves essential functions of the Software useless for the End User (Error). In the event that the End User discovers an Error in the Software, the End User shall give prompt notice to WP of such error.

For a period of twelve (12) months from time of installation, WP shall repair Errors in a timely matter and to WP’s best effort typical with the next update or release of the Software and in accordance with applicable maintenance or support agreements.

The foregoing is the exclusive remedy for the End User for Errors in the Software and is in lieu of any statutory or implied warranties, including any implied warranty of merchantability or fitness. No oral or written information or advice given by WP or WP’s authorized representative shall create a warranty.

In the event the Software are misused or altered by the End User in a manner not approved by WP, all liability and any warranties with respect to the Software shall cease.

6. Limitation of liability

To the maximum extent permitted by applicable law, in no event shall WP be liable for indirect, consequential or other similar damages (including any damages resulting from loss of use, loss of anticipated profit, loss of revenues or profits, loss of business goodwill, data or damage to the End Users records or data, or loss as a consequence of any other kind of business interruption), increased expenses of operation or the claims of third parties arising out of or in connection with this agreement or its termination, even if WP has been advised of the possibility of such damages.

The above exemption from liability shall also apply to product liability and personal injury to the maximum extent permitted.

In no event shall the total liability of WP (whether in contract, tort or any other theory of liability) arising out of or in connection with this agreement, the Software, any output of the Software or failure of the Software to operate in accordance with the user manual or the failure to correct Errors exceed 1/12 of the yearly fee for the End Users maintenance agreement. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

WP shall have no liability for any defects which do not relate to the Software but which are related to external factors including other programs. Furthermore, WP shall have no liability for the integration of or interaction between the Software and the End Users own hardware and software environment.

THE PROVISIONS OF THIS SECTION CONSTITUTE AN ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT AND AGREEMENTS MADE IN CONNECTION TO THIS AGREEMENT AND WP WOULD NOT ENTER INTO SUCH AGREEMENT WITHOUT THESE LIMITATIONS.

7. Termination of the License

The License is effective until terminated by the End User or WP.

The End Users rights under this License will terminate automatically without notice from WP if (1) the End User fails to comply with this License, (2) WP are required to do so by law. Upon termination of the License, the End User shall uninstall the Software, cease any and all use of the Software, and destroy all copies, full or partial, the End User may have.

WP have the right to add to, change, remove from, stop or suspend this License and/or the Software with three months’ notice and at WP’s sole discretion.

8. General

The End User agrees that if WP do not exercise or enforce any legal right or remedy which is contained in this License, or which WP have the benefit of under any applicable law, this will not be taken as a formal waiver of WP’s rights and that those rights or remedies will still be available to WP.

If it turns out a particular clause in this License is not enforceable, this will not affect any other clauses.

9. Governing law

The laws of the Kingdom of Denmark govern in all respects this License and the End Users use of the Software, without giving effect to principles of conflicts of law. The End User consents to the jurisdiction of the court in Copenhagen, Denmark to settle any claim, action or controversy arising out of or related to this License or the End User’s use of the Software. The United Nations Convention on Contracts for the International Sale of Goods shall apply if applicable.

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