The terms and conditions will apply to all delivery of operating services from Ad2Pro to the customer.
1. SaaS (Software as a Service)
1.1 Ad2Pro is required to provide the SaaS services to the Customer with agreed features and capacity, which are specified in the Contract Document. Additional services are purchased through supplementary agreements. The supplementary agreements should be regarded as an integral part of the Agreement. The terms of the Agreement will also apply to the supplementary agreements.
1.2 Ad2Pro will aim to make the Operating Environment available to the Customer at all times. Ad2Pro is entitled to temporarily suspend the Customer’s access to the Operating Environment in connection with bug fixes, preventive maintenance or security updates related to the Operating Environment. Ad2Pro strives to ensure that the period during which access to the Operating Environment is closed is as short as possible in view of the required work. Downtime in the Operating Environment, which has been notified to the Customer with at least 3 days prior notice, for the purpose of preventive maintenance and security updates (service windows), is not included in the calculation of Downtime. Similarly, Downtime due to emergency service, is not included in the calculation of Downtime. Emergency service will typically be service caused by urgently recommended security patches recommended by third-party vendors.
2. Customer use
2.1 The Customer’s organization and administration of data and software in the Operating Environment is the Customer’s responsibility.
2.2 The Customer must take all reasonable precautions to ensure that the Customer’s use of Aotm suite complies with applicable law, third party rights, and that the Customer’s use complies with good IT practices around the Internet and Customers or persons granted rights to Customer’s operating environment do not upload virus, malware etc. or any other files or software that may affect Aotm suite.
2.3 Ad2Pro may at any time request the Customer to delete files, data or other information in Aotm suite, to which the location in Aotm suite may give rise to Ad2Pro being sued by a legal infringement case or otherwise subject to sanction or liability to third parties. Similarly, Ad2Pro may at any time request the Customer to delete any software or files affecting Aotm suite (This may be, for example, malware, etc.). If the Customer does not immediately comply with Ad2Pro’s request within two (2) business days of receiving such request, Ad2Pro is entitled to delete the files in Aotm suite without the Customer’s participation.
2.4 Ad2Pro will not be dealing with disputes between the Customer and third parties / authorities. If third parties or authorities make claims against Ad2Pro as a result of the Customer’s use of the Operating Environment, the Customer must take over the handling of the case against third parties and indemnify Ad2Pro for any loss in this connection.
3.1 Ad2Pro provides support for Aotm suite within the Scheduled Support Time. Outside the agreed operating hours, by payment of consultancy hourly prices as agreed upon by Ad2Pro and Customer, we can provide regular support regarding the Operating environment.
4.1 Ad2Pro risk management is based on a documented and regularly updated risk and vulnerability assessment of Aotm suite. Ad2Pro conducts ongoing risk assessments of current risks, including changes in Ad2Pro’s own organizational conditions or impending changes in technology and infrastructure. Aotm suite is thus protected with reasonable and up-to-date protection against illegal electronic or physical intrusion, vandalism, theft, hacker attacks, computer viruses and other similar security breaches that may endanger Aotm suite or give unauthorized access to Aotm suite.
4.2 If a breach of security is detected, the Customer will be informed immediately and not later than 48 hours after Ad2Pro has been informed of the breach, with a full description of the breach and the consequences thereof, so that the Customer can fulfil its obligations to notify those who is entitled to notification within the time limits which the Customer is obliged to comply with.
5.1 The Parties are obligated to keep all materials and information exchanged between the Parties in the course of the negotiations and subsequent cooperation in strict confidence and in no way disclose such information, or any part thereof, to third parties. If the Parties may be in dispute or other conflict situation, the Parties undertake to keep this strictly confidential.
5.2 With the Customer’s consent, Ad2Pro is entitled to use the Customer as a reference.
5.3 The Customer and Ad2Pro agree that this section constitutes an independent agreement between the Customer and Ad2Pro, which is valid for 5 years after the termination of the Agreement.
6.1 Ad2Pro retains its rights to Aotm suite. The customer’s access to Aotm suite is thus limited to a right of use in accordance with the terms of the Agreement, which is limited to the period to which the Agreement applies.
6.2 The Customer retains its full rights to its trademarks, patents, trade names, logos, copyrights or licenses therein, or other enforceable intellectual property rights and whether in hard or electronic copy (“Customer Intellectual Property”).Ad2Pro thus receives no rights to the Customer’s Intellectual Property, data or other material and Customer’s Intellectual Property shall remain the property of Customer.
7. Data Processing
7.1 Ad2Pro may process your personal data where such relevant personally identifiable information is required to be processed for legitimate Ad2Pro’s purposes as follows, but not limited to:
- Processing applications for products and services
- Providing products and services (It is not feasible for an organisation to provide product / service without processing)
- Monitoring and improving our website and its content
- Conducting market research and surveys with the aim of improving our products and services
- Sending you information about our products and services for marketing purposes and promotions
- Complying with applicable law, regulation, policy, voluntary codes, directive, judgement or court order
7.2 Ad2Pro processes your personal data for compliance with applicable legal or regulatory obligations or Ad2Pro’s legitimate interests to provide you with adequate and qualitative products and services and to prevent against any excessive risk.
7.3 Your personal data processed by Ad2Pro are kept in a form which permits your identification for no longer than is necessary for the purposes for which the personal data are processed in line with legal, regulatory or statutory obligations.
7.4 At the expiry of such periods, your personal data will be deleted or archived to comply with legal retention obligations or in accordance with applicable statutory limitation periods.
8. Force majeure
8.1 In case of force majeure, a Party’s obligations under the Agreement shall be suspended as long as the force majeure situation persists to the extent that the Party’s fulfilment of the obligations is prevented by the force majeure situation.
8.2 Force majeure covers matters of a particularly qualified nature which are beyond the control of the Party and which the Party should not have taken into consideration prior to the conclusion of the Agreement, nor should it have avoided or realized after the conclusion of the Agreement. The following conditions are considered, inter alia, as force majeure:
8.2.1 Lightning, flooding, fire, overload or failure of internal and external grid connections,
8.2.2 Strike or other work conflict with the Customer or the Supplier,
8.3 If a force majeure situation lasts for more than 30 days or if the force majeure situation is of such a nature or duration such that the performance of the Agreement may be deemed impossible, the other Party shall be entitled to terminate the Agreement in its entirety or partly. Neither party can make a claim on this occasion.
9. Intellectual Property
9.2 Ad2Pro may update the Software from time to time and Customer may receive notifications of Updates. Any Updates to the Software are subject to this Agreement. Customer agrees that its purchase of the Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Ad2Pro with respect to future functionality or features.
10 Limited License
10.1 Subject to the terms and conditions set forth in these Terms and Conditions charter, Ad2Pro grants you a non-exclusive, non-transferable, limited right to access, use and display this website and the materials thereon. You agree not to interrupt or attempt to interrupt the operation of the website in any manner. Unless otherwise specified, the website is for non-commercial use. You shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this website.
11.1 Ad2Pro is obliged, upon all or partial termination of the Agreement, for whatever reason, to assist the Customer in a reasonable and necessary manner in connection with the Customer’s return and / or the Customer’s transfer to other suppliers. Assistance must be provided as soon as possible and, as far as possible, before the date of cessation.
11.2 Ad2Pro’s consultancy assistance in connection with the termination of the Agreement will be settled at applicable hourly rates for consultancy services. Ad2Pro is entitled to demand prepayment of its consultancy assistance to the Client, if this is reasonably justified. 11.3 Unless otherwise agreed, the Customer’s data, files and software, etc. are deleted in the Hosting Environment when the Agreement terminates.
The terms and conditions should be read in conjunction with the details covered under the Customer Contract.