ZIMPLE Pipedrive application subscription terms and conditions
1 SCOPE OF THE TERMS; PARTIES
1.1. These Terms apply to Agreement(s) on the provision of the Software and/or related Services by Zimple Oy (“Supplier”) to the customer (“Customer”). These Terms form an integral part of the Agreement. The Supplier and the Customer are also hereinafter referred to each as a “Party” and together as the ”Parties”.
1.2. If you have not acquired a valid license to use the Software from the Supplier, you are not entitled to use the Software.
1.3. BY CLICKING THE ACCEPTANCE OF THE AGREEMENT (INCLUDING BUT NOT LIMITED TO THESE TERMS) OR USING THE SOFTWARE OR THE DOCUMENTATION, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
2 DEFINITIONS
The following terms have the meanings assigned to them herein:
“Agreement” means an agreement in which the Parties agree on the provision of the Software and/or the Service to the Customer, such as (i) an agreement signed by the Parties, (ii) the Supplier’s binding offer accepted by the Customer, or (iii) the Customer’s order (e.g. by email or through Supplier’s e-commerce or other system) confirmed by the Supplier, or (iv) the Customer’s order through the Pipedrive Marketplace, when the Supplier has accepted the Customer’s registration by activation of the Customer’s user account for the Software.
”Customer Data” means the documents, materials, data and content submitted by or on behalf of the Customer into the Software, through integrations with the Software or otherwise.
“Correction” means a fix to resolve an Error or a temporary by-pass of an Error or a Workaround.
“Documentation” means usage manuals and other written or electronic documentation provided by the Supplier or that are accessible through the Software user interface.
“Error” means an error in the Software which causes the Software not to function materially as set out in the Specification. Any errors caused by Third-Party Software are not deemed as Errors.
“Free of Charge License” is defined in Section 4.
“Intellectual Property Rights” means patents, inventions, trademarks, copyrights, database rights, rights related to copyrights, know-how and any other intellectual and industrial property rights.
“Subscription Fee” is defined in Section 4.
“Professional Service(s)” means the services agreed to be performed by the Supplier to the Customer, such as consultation, customization, additional Support and/or training, and priced as specified in the Supplier’s price list applicable at each time.
”Service(s)” means the Professional Services and the Support.
”Software” means the Pipedrive application software of the Supplier, which the Supplier provides to the Customer via a data network to an access point, and as modified and updated by the Supplier from time to time. An access point means the router point of the data center in which the Software is hosted by or on behalf of the Supplier.
“Specification” means the product description of the Software in the written Software description, as may be modified by the Supplier from time to time, and excluding marketing and promotion materials and offers.
”Statistical Information” means information (i) on the way Customer and its users use and access the Software, such as information on the time of use and of ways to access the Software, (ii) on the geographies, devices, browsers and similar identifications of the use of the Software, (iii) the Customer Data, as such or as processed and/or combined with other data and (iv) all other kinds of statistics and aggregated data, all of (i) – (iv) in a statistical or aggregated form so that a user’s or Customer’s identity cannot be seen from the Statistical Information.
“Support” is defined in Section 6 of these Terms.
“Third-Party Software” means the Pipedrive software and services, and other software, applications, deliverables or services provided or manufactured by third parties, which are used in conjunction with the Software.
“Workaround” means a resolution that enables the Customer to resume operations of the Software with full or limited functionality.
3 GENERAL TERMS
3.1. In order for the Customer to use the Software, the Customer must first register as a Pipedrive user. If the Software is integrated with another Third-Party Software, the Customer must have a valid account registered to that Third-Party Software as well.
3.2. The agreed licensed functionalities of the Software to be provided to the Customer are defined in the Agreement.
3.3. The Parties may also agree on additional orders, e.g. on the provision of additional Software functionalities and Services to the Customer, in written form (email or other electronic written form being sufficient). Orders are subject to the Supplier’s acceptance and governed by the Agreement and these Terms.
3.4. The Supplier will provide the Software and the Services by using its normal working methods.
3.5. Each Party shall contribute to the provision of the Software and the Services with respect to factors under the command or control of the Party and make decisions that are necessary for the provision of the Software and the Services.
3.6. The Customer is responsible for the Customer Data and that the Customer Data does not violate rights of third parties, and for the content and correctness of the information the Customer provides to the Supplier, and for keeping those up to date and ensuring that the Supplier and its subcontractors are entitled to use the Customer Data and the information lawfully for the performance under the Agreement. The Supplier is not obligated to notify Customer in respect of the Customer’s performance or the contents of the Customer Data or the Customer’s instructions or information.
3.7. The Customer shall indemnify and hold the Supplier harmless from of all claims asserted by the Customer’s users or third parties against the Supplier for infringement of their rights as a result of the Customer Data, the Customer’s of the Software or the Documentation or the Customer’s breach of laws or regulations.
3.8. Unless otherwise agreed in the Agreement, the provided Software includes only the standard configuration of the Software. The Customer specific configurations, integrations or alike can be included in the scope of the provided Software only if expressly agreed in the Agreement or otherwise in written form.
3.9. Despite the specification of the Software and the Services, the Supplier may develop the Software and the Services. Thus, the Supplier may make updates, upgrades, Corrections, modifications and enhancements to the Software, the Specification and the Services at any time.
3.10. The Services are performed remotely. Possible on-site Services shall be agreed on in writing and are subject to a separate charge in accordance with the Supplier’s then-current price list.
3.11. The Customer shall, at its own expense, according to the requirements set by the Supplier from time to time, acquire the devices, connections, data transfer services, hardware, software and information security that are required for its use of the Software and for the remote connection with the Services and the Software.
3.12. During and after the term of the Agreement, the Supplier has a perpetual, non-revocable, transferable, sublicensable and free of charge right to use and modify the Statistical Information for the purpose of developing and managing the Software, the Services, the Documentation and its business, and to publish the Statistical Information in the form of statistics, prognosis, trend information alike, based on e.g. various indicators by industry, company form or another factor. In making the publications, the Customer’s trade secrets, personal data or identity are not disclosed, unless consented to by the Customer in writing.
3.13. If the Software or the Supplier’s website or other material contain links or referrals to third-party websites or other third-party resources, the Supplier makes no representation or warranty as to the correctness or quality of those websites or resources and shall have no liability or obligation in relation to those websites or resources.
4 TERMS OF USE
4.1. Subject to the Customer’s payment of the license price payable for the right to use the Software (“Subscription Fee”), the Customer is granted a non-exclusive, non-transferable and non-sublicensable right, during the term of the Agreement, to:
(a) use the Software in the Customer’s internal use in accordance with the Documentation; and
(b) to use the Documentation and the results of Services internally to support the licensed use of the Software.
However, to the extent the Customer according to the Agreement has subscribed to a free of charge license (“Free of Charge License”), the above granted license is not subject to the Customer’s payment of the Subscription Fee, subject to the limitations of the Free of Charge License. The limitations of the Free of Charge License can mean that, for example, only some functionality/functionalities or maximum number of user(s) is/are included in the Free of Charge License, as defined by the Supplier at its discretion at any time.
4.2. The Customer shall follow the usage limitations set out in the Agreement, the Documentation and in the price list, regarding for example the limitations of the Free of Charge License, the maximum number of users, maximum number of concurrent users, maximum capacity, and other possible limitations to the granted use. If the Customer’s use exceeds the agreed limits, the Customer shall pay to the Supplier additional prices that are payable according to the Supplier’s then-current price list.
4.3. The Customer may not, and may not allow its users to access or use the Software in a manner that breaches, or causes the breach of, any laws or regulations. The Customer shall comply with all laws and regulations.
4.4. The Customer may not disclose or make available the Customer’s user names or passwords to third parties. The Customer is responsible for the use of the Software and the Documentation when its users’ user names and passwords are used.
4.5. The Customer may not use the Software or the Documentation to offer services to any third party or commercialize, resell, sublicense, distribute, rent, lease, lend, pledge or transfer or allow access to the Software or the Documentation to any third party. There are no implied licenses. Without limiting the definition of the Confidential Information, the structure, algorithms and code of the Software, and the ideas, methodologies, techniques, expressions and concepts contained in or expressed by or underlying the Software, are trade secrets of the Supplier, which the Customer may not disclose to third parties, or use other than to use the Software as licensed in the Agreement.
4.6. The Customer may not repair or otherwise modify or make derivative works of the Software or the Documentation or take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by the Software. The Customer may not disassemble, decompile or reverse engineer or otherwise attempt to derive source code of the Software.
4.7. The Customer may not remove or conceal any copyright, trademark and other proprietary notices affixed to the Software or its user interface or to the Documentation.
5 SERVICE BREAKS
5.1. There will be planned and unplanned service breaks in the operation of the Software. The Supplier may suspend the provision of or access to the Software, and/or the usability of the Software can be deteriorated, for example in the following events:
(a) due to maintenance and preventive maintenance (including maintenance and preventive maintenance of the Third-Party Software); and
(b) due to interruption in networks, security risks, force majeure situations, if the Supplier suspects misuse, or if required by a law or a regulation or an authority’s order.
6 SUPPORT
6.1. THE SUPPLIER DISCLAIMS ANY AND ALL WARRANTIES FOR THE SOFTWARE, THE DOCUMENTATION AND THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SUPPLIER DOES NOT WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR THAT THE SOFTWARE WILL BE ERROR-FREE. EXCEPT AS EXPRESSLY OTHERWISE SET OUT IN THESE TERMS, THE SOFTWARE, THE DOCUMENTATION AND THE SERVICES ARE PROVIDED “AS IS”.
6.2. The Customer may report unavailability or other support matters of the Software to support@zimple.fi. The Supplier may make at its discretion available to the Customer the Supplier’s support service for the Software according to the Supplier’s support model as in force from time to time (“Support”). Additional Support may be available to the Customer as Professional Service upon payment of applicable fees, as specified in the Supplier’s price list applicable at each time. Unless otherwise agreed in the Agreement, the Supplier does not thus commit to provide the Support or other support services.
6.3. The agreed Support may be contacted by such named main users of the Customer, who are trained in the use of the Software. The Customer shall, in connection with reporting an Error to the Supplier, describe and, at the request of Supplier, demonstrate how the Error occurs. The Customer shall also provide without delay other information that Supplier requests in connection with providing the Support.
6.4. The Support does not cover an Error if: (i) the Software has been used in violation of the Documentation, the Terms or other the provisions of the Agreement or the usage instructions, (ii) the Error is caused by any Third-Party Software or by any other third party product, service, database, hardware or network, or by changes in the same, or by the changes in the integrations with the same or by the changes in the integration requirements with the same, (iii) the Software is used for the purpose or in a context for which the Software was not designed, (iv) the Software has been modified by anyone else than the Supplier or its subcontractor; or (iv) the Software has been installed or integrated incorrectly by anyone else than the Supplier or its subcontractor. The defects in the Customer Data or errors or defects in uploading or submitting the Customer Data are not Errors.
6.5. Even if the Supplier would provide Support, the Supplier does not warrant that all Errors can or will be corrected, or that Errors can or will be corrected within a certain time period. The Supplier will provide Corrections at its discretion.
6.6. The Correction can be also in the form of instructions for the Customer to bypass or avoid the Error or in the form of a Workaround.
6.7. Unless otherwise agreed in the Agreement, the agreed Support covers only the standard configuration of the Software. This means that, unless otherwise agreed in the Agreement, the Support does not cover e.g. Customer specific workflows, integrations or configurations.
6.8. If the Error or other matter reported by the Customer is not covered by the Support, the Supplier may charge for the diagnosis and location of the Error or other reported matter in accordance with the Supplier’s then-current price list. The Supplier may charge the Customer also for such agreed Corrections that are not covered by the Support.
7 PRICES AND PAYMENT
7.1. Prices that are not defined in the Agreement are in accordance with the Supplier’s price list, as modified by the Supplier from time to time.
7.2. The Supplier may also launch new optional functionalities of the Software, when the Customer may decide to take those in use subject to an additional Subscription Fee and/or other defined prices payable by the Customer.
7.3. The Supplier may at any time terminate the availability of the Free of Charge License, and to modify the functionalities, limits and other contents of the Free of Charge License.
7.4. Unless otherwise agreed in the Agreement, the Supplier’s right to invoice the Subscription Fee begins when the Software license is purchased (e.g. when the order or another Agreement is signed or otherwise concluded).
7.5. If the usage by the Customer exceeds the agreed user or other limits, the Customer shall pay to the Supplier the Supplier's then-current rates for the excess use.
7.6. Prices are invoiced:
(a) recurring prices, such as the monthly, quarterly or annual Subscription Fee, in advance of the invoicing period;
(b) one-time prices, at the time of the order; and
(c) other prices monthly in arrears.
7.7. Prices are not refundable in any event.
7.8. Unless payable directly by a credit card or otherwise at the time of the order or subscription, Invoices are payable within fourteen (14) days from the date of the invoice. The Supplier may suspend its performance and the Customer’s access to the Software, if the Customer has delayed in making a payment despite a payment reminder. The Customer shall pay interest on the overdue amount at the rate of 10% per annum above twelve (12) months’ Euribor rate from time to time.
7.9. Value added tax, duties, levies and other taxes and governmental charges will be added to the prices in accordance with the then current regulations and are payable by the Customer. This does not apply to income tax payable by the Supplier for its income.
7.10. The Supplier may change the Subscription Fees by notifying the Customer in writing at least thirty (30) days before the start of the next Renewal Term.
7.11. The Supplier may charge the Customer for travel and accommodation expenses and daily allowances accrued to the Supplier from the performance of the Services if the Parties agree on performance of the Services outside of the Supplier’s offices.
8 TITLE AND INTELLECTUAL PROPERTY RIGHTS
8.1. The Agreement shall not affect the rights related to such materials that the Parties furnish to each other for the performance under the Agreement.
8.2. Title and Intellectual Property Rights in and to the Software, the Services, the results of Services and the Documentation, and any copies, modifications, translations, amendments and derivatives thereof, belong to the Supplier.
9 PERSONAL DATA
9.1. The Supplier processes the personal data of the Customer’s users according to the Supplier’s Privacy Policy.
10 ACCEPTANCE
10.1. Unless otherwise agreed in the Agreement, the provision of a Professional Service is deemed accepted when: (i) the Customer does not present a written complaint regarding deviations from the written Professional Service specifications within fourteen (14) days from the provision of the Professional Service, (ii) the Supplier has corrected the deviations reported by the Customer during such time period, (iii) the Customer notifies it has accepted the Professional Service, or (iv) the result the Professional Service is taken into production use, whichever of these (i through iv) is the earliest.
10.2. The Supplier’s liability for errors in the provision of the Professional Services is limited to correction of the error or repeating the Professional Service at its own expense, and is conditioned on that the Customer informs the Supplier in writing of the error within the time limit for acceptance specified above or elsewhere in the Agreement.
11 LIABILITY
11.1. Arising out of or related to the Agreement, the Supplier shall have no liability for any: (i) indirect or consequential damages such as loss of profit, revenue or savings or interruption production, or for damages payable to third parties, or (ii) loss or alteration of data or for any expenses incurred as a result thereof, or for cover purchase.
11.2. The Supplier’s aggregate maximum liability for damages arising out of or related to the Agreement for any and all causes of action occurred during any calendar month, and including the amounts of possible price returns and price reductions for which the Supplier is liable, shall not exceed the amount of the price (without value added tax and other governmental charges) paid by the Customer to the Supplier for the said calendar month for the Software or the Service which is the cause of the action. If the cause of action is not a particular Software or Service, the price is the price (without value added tax and other governmental charges) paid by the Customer to the Supplier for the said calendar month under the Agreement.
11.3. These limitations of liability shall not apply to damages caused by gross negligence or intentional act.
12.1. Either Party may at any time terminate the Agreement for the Free of Charge License with immediate effect. The Customer shall notify the Supplier of the termination this by unsubscribing from the license via the Software user interface or on the Zimple websitein writing byusing the contact form accessible on any of the Zimple websites and by indicating the Customer’s user name(s) and e-mail address(s) that the Customer has registered as the Software user(s). The Supplier shall notify the Customer of the termination by a written notice given to the Customer.
12.2. Unless otherwise agreed in the Agreement, the Agreement for the license for which a Subscription Fee is payable, will remain in force initially for the minimum usage period specified in the registration process (“Initial Term”) after which it will continue to be in force for renewal terms each of the length of the same minimum usage period (each “Renewal Term”) unless a Party notifies the other terminated by either Party of the termination by a written notice given at least fourteen (14) work days before the end of the Initial Term or a Renewal Term, in which case the Agreement expires at the end of the then-current term (either Initial Term or Renewal Term). The Customer shall notify the Supplier of the termination this by unsubscribing from the license via the Software user interface or on the Zimple website in writing by using the contact form accessible on any of the Zimple websites, or by e-mail or standard post, and by indicating the Customer’s user name(s) and e-mail address(s) that the Customer has registered as the Software user(s). The Supplier shall notify the Customer of the termination by a written notice given to the Customer.
12.3. Either Party may terminate the Agreement with immediate effect by giving the other Party a written notice if:
(a) the other Party commits a material breach of the Agreement and fails to remedy the same within thirty (30) days after receipt of a written demand from the other Party to cure the breach; or
(b) the other Party is declared bankrupt or placed into liquidation.
12.4. Effects of Termination
12.4.1 Upon the expiration or termination of the Agreement, the Supplier may destroy the Customer Data in its possession, unless the Supplier receives, no later than within five (5) days after the effective date of the termination of the Agreement, a written request for the delivery to the Customer of the then most recent copy of the Customer Data. The Customer shall pay to the Supplier the Supplier’s applicable Professional Service hourly/daily price for the delivery. As a condition for the said Professional Service to deliver the copy, the Supplier is entitled to demand that (i) the Customer pays all amounts due to the Supplier, (ii) the Customer provides to the Supplier a guarantee acceptable to the Supplier to guarantee further payments and/or (iii) the Customer pays an advance payment for such Professional Service. The terms and conditions of the Agreement (including but not limited to these Terms) shall continue to apply to such Professional Service.
12.4.2 Upon the expiration or termination of the Agreement or upon earlier expiry of the Software license, the Customer shall cease the use of the Software and Documentation and certify such cessation to the Supplier in writing.
13.1. Notices
Notices required to be made to the other Party in written form are deemed to be given in written form also when given by email. Written notices to the Customer may be given by the Supplier also in the user interface of the Software or in other electronic form.
13.2. Assignment and Subcontractors
Either Party may not assign the Agreement to a third party without the prior written consent of the other Party. However, the Supplier may assign the Agreement to a transferee when assigning the ownership of the Supplier’s business assets or part thereof, or to a Supplier’s group company, and, for the avoidance of doubt, in merger or demerger. The Supplier has also the right to transfer its receivables to a third party. The Supplier is liable for the work of its subcontractors as for work of its own.
13.3. Export Restrictions
Each Party shall comply with the laws and regulations that are applicable to the export of the Software and technical information.
13.4. Survival
Upon expiration or termination of the Agreement, the provisions relating to title and Intellectual Property Rights, confidentiality, disclaimers of warranties, limitations of liability and this Section “Miscellaneous” shall survive. Also, other provisions which by their nature or wording contemplate effectiveness beyond the expiration or termination, shall survive.
13.5. Entire Agreement
The Agreement constitutes the complete agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, marketing materials and other communications with respect to the same subject matter. The Customer’s purchase, procurement or other terms or conditions shall not apply to the Agreement, even if delivered or referred to by the Customer.
13.6. Amendment
13.6.1 If the Supplier launches new functionalities of the Software, the Supplier may impose new and/or amended terms as a condition for use of those functionalities, and those new and/or amended terms will be applied starting from the Customer’s acceptance or the use of the functionalities.
13.6.2 The Supplier may also otherwise update the terms of the Agreement (including but not limited to these Terms) from time to time by notifying the Customer. The Customer has fourteen (14) days after receiving such notification to object to the changes in writing, if the change affects the Customer adversely. If the Customer objects to the change as permitted herein and if the Supplier still will change the Agreement as notified by the Supplier, either Party may terminate the Agreement by giving the other Party a thirty (30) days’ written notice. Such termination is the Customer’s sole and exclusive remedy.
13.6.3 Otherwise, no change of the Agreement shall be binding unless made in writing and signed by duly authorized representatives of each Party. Electronic signatures are also sufficient.
13.7. Force Majeure
The Supplier shall not be liable for delays, defects or damages caused by factors due to an impediment beyond his reasonable control, which he cannot reasonably be deemed to have taken into account at the time of the conclusion of the Agreement, and the consequences of which he could not reasonably have avoided or overcome. Such events of force majeure shall include, without being limited to, natural disasters, breakdown of electricity or networks, security attacks, failures in Internet or other public networks, pandemic, plague, vandalism, strikes and other labor disputes or acts of government, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm. A labor dispute is a force majeure event also when the Supplier is the target or a party to such an action. A force majeure event suffered by a subcontractor of the Supplier shall also be considered as a force majeure event.
13.8. Governing Law and Dispute Settlement
The Agreement (including but not limited to these Terms) shall be construed in accordance with the laws of Finland, excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to the Agreement (including but not limited to these Terms), or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland, and shall be conducted in English. Notwithstanding the above, the Supplier shall be entitled to seek equitable and/or injunctive relief and take legal actions concerning overdue payments, in any court of law.