Master Subscription Agreement (MSA)
This agreement is valid from September 15, 2018
1. Scope of the Business Analyze Master Subscription Agreement – “Agreement”
The Agreement governs Customer access and use of the Business Analyze Service.
The Service is operated on Business Analyze-controlled servers and infrastructure and the Customer gets access to the Service via the Internet. Business Analyze retains all rights to all elements that the Service consists of. The Customer is not awarded any license or any usage right beyond what is expressly stated in this Agreement. As an integral part of this Agreement, the Customer shall have the right to receive support as defined in clause 6 of this Agreement.
This Agreement is effective from the date of acceptance. Acceptance is deemed to take place when the Customer starts using the Free Trial or by the Customer entering into a paid subscription of the Service by signing the Initial Order Form and a Data Processing Agreement.
2. Free Trial
If the Customer registers for a Free Trial of the Service, one or more of the services will be enabled, free of charge until the earliest of a) the free trial ends after 30 days or b) the date of entering into a paid subscription to the Service. This Agreement also governs the Free Trial.
Please note: Any data entered into the Free Trial Service, configurations made or 3rd Party Add-ons (Third Party Services) activated in the Free Trial will be permanently lost unless Customer signs a standard Subscription Agreement of the same services as in the Free Trial. If you decide to purchase the same services you have in the Free Trial before your Free Trial ends, you can continue the use of your data and configurations after the Free Trial.
Business Analyze reserves the right to accept or deny any individual or company registration of the Service without explanation or cause. You may not use Free Trial if you are a competitor of Business Analyze without a prior written consent from Business Analyze. Accessing the Service for purposes of monitoring the Service´s availability, performance or functionality, or for any other benchmarking or competitive purposes is prohibited.
- “Agreement date” is the date you sign the Initial Order form. The Customer is from this date a customer and we will enable our Service without unnecessary delay.
- “Agreement period” is the current Agreement period you are in. This means the initial Agreement period of 12 months, before it changes to match the Invoice interval you are in.
- “Customer Data” shall in this Agreement mean all data that the Customer stores on Business Analyze’s or any of Business Analyze’s sub-contractor’s servers.
- “Initial Order form” is used to describe the documents (which include information about number of User Plans, Invoice interval, prices, Data Processing Agreement, etc.) signed when ordering the Service.
- “Invoice interval” is the payment period specified in the Initial Order form or when agreed changed, in writing, at later date. Invoice interval can be annual, bi-annual, quarterly or monthly.
- “Metered Services” is the term used for measuring storage volume.
- “Pay-per-use” is used when actual use of “Metered Services” are exceeding the limits included in the Service.
- “Service / Services” means Business Analyze – the software-based services that are ordered by Customer via the Initial Order Form or provided under a Free Trial as described. Services exclude content and Third Party Services.
- “Third Party Services” means products, services, functionality or content provided by Third Party Service providers. These services are designed to be used in conjunction with the Business Analyze Service. Third Party Services are not governed by this Agreement, but requires separate agreements between Customer and Third Party Service providers.
- “Subscription fee” is the total amount charged for using the Service according to the Invoice interval.
- “User Plan” is the name of the plan assigned to an individual user for a specific set of functions.
- “Company Plan” is the name of services with a specific set of functions available on a “per-customer” basis.
4. Customer Responsibilities
4.1 Limited right of access to and use of the Service
The right of access to the Service is at any given time limited to the number of Users for which the Customer is subscribing and paying.
If the Customer needs to expand the Agreement with additional Users, the subscription for additional Users shall be ordered from Business Analyze according to the procedure in clause 12.
Subscriptions under this Agreement is limited to the Customer’s employees or consultants who according to an agreement with the Customer are performing services for the Customer. The Customer shall require the users to commit themselves to be legally bound by the terms and conditions included in this Agreement. The Customer shall not allow other persons or entities directly or indirectly to gain access to or use the Service or the documentation, other than what is expressly set out in the Agreement.
The Customer may only use the Service for the Customer’s internal purposes. The Customer is not entitled to perform data processing on behalf of a third party using the Service. The Customer commits to use the Service according to the applicable law and regulations, permissions, limitations and requirements in the Agreement.
The Customer is responsible for the data, materials and the information that the Customer or its Users process with the Service. The Customer shall not use the Service to send illicit spam or otherwise unlawful material using the Service. The Customer shall not store, process or send material containing software viruses and similar harmful computer codes, scripts, files, or programs.
The Customer shall not attempt to gain unauthorized access to the Service or its related networks or systems. The Customer is at all times responsible to not interfere with or disrupt the security, integrity or performance of the Service or the data it contains.
A high speed Internet connection is required for proper transmission of the Services. Customer is responsible for the network connections that connect customer’s network to the Service, including “browser” software supported by Business Analyze. Such infrastructure should support HTTP over Transport Layer Security (TLS). Business Analyze assume no responsibility for the reliability or performance of any connections as described in this section.
In case of breach of these conditions, Business Analyze is entitled to immediately terminate the Agreement and shut down the Customer’s access to the Service with immediate effect. Such actions from Business Analyze shall not release the Customer from the obligation to pay for the total current Agreement period.
4.2 Third Party Services
Customer may integrate Third Party Services (Applications) with the Service. Any acquisition or development by Customer of such Applications, and any exchange of data between Customer and 3rd party, is solely between Customer and the applicable Third Party Service provider. Business Analyze does not warrant or support Third Party Services, whether or not they are “certified” by Business Analyze, unless expressly provided otherwise in an Order Form.
If Customer chooses to use a Third Party Service with the Service, Customer grants Business Anlyze permission to allow the Third Party Service and its provider access to Customer Data as required for the interoperation of that Third Party Service with the Service. Business Analyze is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third Party Service or its provider. Data Protection Agreements must be signed between Customer and such Third Party Service providers. Customer is responsible for informing Users of any disclosure of their personal data to a Third Party Service provider.
5. Service availability
The Service availability level is 99.8%. The monthly availability percentage is defined as the total number of minutes in a given calendar month minus total number of minutes of Service Unavailability in the same period over the total number of minutes in the period. Service Unavailability is defined as a period of time when the Customers are unable to read or write any data for which they have appropriate permission.
Some type of Service maintenance will result in disruptions in operation of the Service and is not included in Service Unavailability as defined above. To the extent, it is possible; the Customer shall be informed of such maintenance with a sufficient notice. Such maintenance shall preferably be attempted performed outside normal office hours and in such way that the Service is disrupted as little as possible. Nevertheless, the maintenance can be performed with a short notice or without notice and can be carried out during office hours, if this is necessary to correct errors in the Service or to prevent errors in the Service from occurring. The Service availability is dependent upon the use of the Internet, which may be subject to limitations, delays and other problems outside Business Analyze control. Delays, delivery failures or unavailability resulting from such problems are not included in the Service Unavailability as defined above.
If the Service is available for less than 99.8% during a given calendar month and this is caused by a failure in the Business Analyze environment, equipment or software, the Customer can claim proportionate reduction of the subscription fee calculated for the relevant calendar month. Other situations, e.g. unavailability caused by communication facilities, external factors or the Customer’s equipment or software, do not entitle the Customer to claim for reduction of the subscription fee.
To be eligible to submit a claim, the Customer shall notify Business Analyze if the Service is unavailable by submitting a new support request on our support center within 5 working days following an incident. The Customer must provide all relevant information of the incident, including, but not limited to, a detailed description, the number of affected users and the location of these users and any attempts made by the Customer to resolve the incident. The calculation of unavailability starts after the Customer has notified Business Analyze thereof or after Business Analyze otherwise becomes aware of the unavailability. Business Analyze will use its best efforts and available information to validate a claim and make a good faith judgment on whether the claim is eligible. Business Analyze will use its best efforts to process a claim within 20 days.
The Customer is granted access to the Business Analyze Community where resources for education, help, frequently asked questions, training and inspiration are available. A forum for communication with all users of Business Analyze is also available.
Support also includes e-mail support via firstname.lastname@example.org
Our support team works for Customer success Monday thru Friday during normal business hours (8 hours per day / 5 days per week, CET) except on public holidays.
Support includes Business Analyze’s best effort in solving software problems based on a detailed description of the problem, provided by the Customer. Finding a solution cannot be guaranteed.
Support shall be made available in accordance with the following guidelines:
- Customers must nominate a support contact, who will then act as the Customer’s contact point with Business Analyze.
- The Customer will use its best effort and most qualified personnel to search the source of the problem and to share detailed information with the support personnel.
- Cases, which do not comply with the above listed conditions, will be invoiced at the applicable Business Analyze hourly consulting fees. Approval of such invoicing should be made in advance.
The Support does not extend to other applications, configurations, integrations, operating systems and similar. The same applies to Customer’s hardware, internal networks, internet connections or items of peripheral equipment that are independent of the Service.
Business Analyze reserves the right to recommend a training course or consultancy services if the support takes the form of general training. Business Analyze similarly reserves the right to send the Customer specifications of possible solutions, which the Customer must attempt to implement in order to solve the problem in question.
This Support shall not include any form of administration, configuration, design, development or other consultancy services. The Customer may purchase consultancy services as required, in addition to the Support provided according to the Agreement. Such additional Services will be made available on a time and material basis based on Business Analyze’s official prices.
The Parties may also enter into a separate Service Level Agreement to cover such assistance.
7. Breach of Agreement and limitation of liability
There is a breach of Agreement if one of the parties does not fulfill its obligations as defined in the Agreement. It shall not be regarded as a breach of Agreement by Business Analyze if the Service is unavailable as a result of errors, or has reduced functionality, or the Customer achieves poor response time, in the following cases: i) as a result of circumstances outside Business Analyze control, or ii) as a result of circumstances related to the Service, if Business Analyze has corrected or made reasonable efforts to correct the error.
Business Analyze does not give any warranty or promise that the functionality in the Software will cover the Customer’s individual requirements, expectations or needs. Business Analyze does not warrant nor promise that interruptions or errors will not occur during the operation of the Service.
The Customer acknowledges that errors may occur from time to time and waives its right to claim compensation because of errors occurring, except as set out above under clause 5.
Business Analyze shall under no circumstances be liable for indirect losses, including, but not limited to lost profits of any kind, losses as a result of delayed startup of operation or operational disruption, lost goodwill and/or third party claims.
Business Analyze is only liable for errors in the Software if Business Analyze does not try to correct errors that Business Analyze has confirmed that will be tried corrected. No warranty is given that the error may be satisfactory rectified. Any liability is restricted to the Customers documented direct losses, and such liability shall for the whole lifetime of the Agreement be limited to the compensation for the Agreement period when the error occurred. No liability can be claimed as a result of faults or errors in the Software or the Service, unless expressly stated otherwise in this agreement.
8. Legal defects
If a third party starts legal action claiming that the Service infringes other’s copyright, title or industrial rights, Business Analyze shall at its own expense defend itself and the Customer’s interest. This should however only apply to the extent the Customer immediately notifies Business Analyze as soon as it is informed of such claims, that Business Analyze gets full control of the case and that the Customer co-operates with Business Analyze in the negotiations and potential court proceedings. Business Analyze shall in such case cover legal costs and compensation awarded against the Customer. No other claims than those stated in this clause can be put forward against Business Analyze as a result of legal defects.
9. Personal data processing
Business Analyze will process personal data on behalf of the Customer for the purpose of the Agreement. The parties shall enter a separate Data Processing Agreement (DPA) where Customer is the Controller and Business Analyze the Processor.
In order to access the Service, the Customer must provide certain data to Business Analyze, including correct name, contact data and email address of the users. This information is used for secure authentication and access to the Service as well as individual support and service. In addition, the Customer allows Business Analyze access to user-statistics for the purpose of improving and optimizing the Service. The Business Analyze Privacy Statement is available in the Business Analyze Trust center.
Furthermore, Business Analyze shall comply with the relevant provisions regarding data privacy and information security of EU Regulation 2016/679 (the General Data Protection Regulation) on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as implemented in the country of legal venue and governing law ref. section 19 in the Agreement.
10. Processing of financial information
In the event that the Customer is a financial institution subject to specific rules and regulations, such rules and regulations shall be regulated in Appendix to the Data Processing Agreement between the parties.
Business Analyze shall secure that everyone who on behalf of Business Analyze receives information about the Customer and the Customer’s business, relations and other data, marked as confidential information, are obliged to not expose such information to third parties without the Customer’s consent. This applies accordingly for the Customer. The Customer shall also provide that everyone that act on behalf of Customer protect and keep confidential all other information that Business Analyze provides to the Customer, or information that the Customer becomes aware of; to the extent that the Customer understands or should have understood that the information is Business Analyze confidential information. The obligation to keep information confidential shall remain in force after expiry of this Agreement.
12. Fees and payment
12.1 Subscription Fees
The monthly subscription fee payable for access to the Service is specified on the Initial Order form.
The price is calculated on the basis of the total number of Company Plans made available to the Service, multiplied by the price per Company Plan in effect at any given time and on the basis of the total number of users in each User Plan, made available to the Service, multiplied by the price per User Plan in effect at any given time.
If the Customer orders access for additional Company Plans and/or users and User Plans, cf. clause 12.4 below, the price per company and/or user is the then current Business Analyze official price or, if applicable, the agreed price. The Customer shall be invoiced for added Company Plans and/or users according to User Plans, for the period from the time the order has been confirmed by Business Analyze and to the end of the current Invoicing period. Added Company Plans, and added users, will be included in the total number of Company Plans and the total number of users per User Plan, based to calculate the Subscription fee for subsequent Invoicing intervals.
The Agreement shall be invoiced per invoice interval in advance. The invoice shall cover a period according to the agreed Invoice interval. The first Invoice interval shall be calculated with effect from the turn of the month following the Agreement date.
The Customer may change the Invoice interval. The change will have effect from the next Invoice interval. Prices and subscription fees will be adjusted according to Business Analyze´s official price list.
This Subscription Agreement is a continuous agreement that runs until terminated by any of the parties according to the provisions in clause 13.
The Customer accepts that all sales documents and reminders are sent electronically. When Business Analyze has not been provided with an option to email or e-invoice the sales document, Business Analyze is according to local legislation required to send the sales document per post. In these cases, Business Analyze will charge an invoice fee per sales document.
12.2 Usage Limits
In the Service, some resources/features are limited to a specified usage level. These resources and limits are specified in the official price list (i.e. size of storage). Usage exceeding these limits, are invoiced on a Pay-per-use principle as a Metered Service in addition to the price of Company- and User Plans and added to the subsequent Invoicing interval. Actual and current usage of Metered Services is available for Customer´ administrators in the Service’s Administration module.
12.3 Additional services
Remuneration for other services, such as approved consulting fees, shall be invoiced after the relevant service has been performed and at the agreed prices.
12.4 Amendments to the number of Company Plans and to the number of Users covered.
Customer may expand the Agreement to cover additional Company Plans and /or users at any time. The order shall be issued by the person with the authority to commit the Customer. The order is binding for Customer when issued, and becomes part of the Agreement upon Business Analyze’s confirmation of the order. The order will be implemented after Business Analyze has confirmed the order and thereafter, the order is part of this Agreement.
The Customer can reduce the number of users per User Plan for the Service. The reduction of the number of users covered by this Agreement must be done in writing. Reductions will have effect from the end of the current Invoice interval, under the provision that a written notice of such reduction is sent and received at least 30 days prior to the end of the running Invoice interval. If the reduction notice is not issued in accordance with this provision, the Subscription fee will not be reduced until the subsequent Invoice interval, in which this provision of 30 days’ notice is satisfied. Downgrading Your Company/User Plan to a Company/User Plan with less functionality, may cause loss of content, features or capacity of the Service as available to Customer under Customer Account, and Business Analyze does not accept any liability for such loss.
Please note that some of the specific feature-sets of the Service requires a minimum number of Company Plans and/or users in specific User Plans. More information is found in the official price list.
13. Termination of Agreement
Each party may terminate the Agreement. The termination of the Agreement must be done in writing and will have effect from the end of the running Agreement period. If the customer terminates before the end of the current Agreement period, the customer will still have to pay for the entire Agreement period. A written notice of termination shall be sent to the other party at least 30 days prior to the end of the Agreement period. The termination shall not involve any form of refund of the compensation and shall only indicate that the Agreement will not be extended for a subsequent Agreement period.
If the notice of termination is not issued in accordance with the provisions in the first paragraph, the Agreement shall be automatically renewed for a new Invoice interval.
If the Customer fails to make payments when payments are due, or falls into arrears or otherwise does not full-fill its obligations pursuant to the Agreement, Business Analyze shall have the right to terminate the Agreement with immediate effect. Business Analyze shall have the right to suspend user login, when outstanding payments remain after notice from Business Analyze.
13.1 Transfer of data
Upon request by The Customer within 30 days after the effective date of termination or expiration of this Agreement, Business Analyze will make The Customers Data available to The Customer’s main user (the Administrator) for download. After such 30-day period, all data belonging to the Customer will be removed from Business Analyze’s servers and facilities.
After 30 days following termination, all data belonging to the Customer will be removed from Business Analyze’s servers and facilities, unless Business Analyze is obligated to keep data due to requirements set down in mandatory law.
Business Analyze may assist the Customer in converting data to another format as specified by the Customer. Business Analyze will invoice accrued time as a result of such provision and conversion of data according to Business Analyze prevailing rates for such assistance. Such assistance requires that all outstanding payments are settled by the Customer.
14. Transfer of rights
Business Analyze can in whole or partly, transfer its rights and/or obligations pursuant to this Agreement, as long as this does not substantially hurdle the performance of the Agreement. This should be announced if possible with a 30 days’ notice. The Customer cannot transfer its rights and obligations pursuant to this Agreement without Business Analyze´s written approval. Such approval cannot be unreasonably rejected. Business Analyze can in whole or partly let its obligations pursuant to the Agreement be performed by a third party, and Business Analyze may use Sub-suppliers.
Business Analyze is still fully responsible for the Service towards the Customer also when using such sub-suppliers.
15. Customer and user communication
The Customer is obligated to provide Business Analyze with contact details, including full name, email and mobile phone, on primary contacts responsible for system administration, security and agreements. Business Analyze will store contact details on all users of the service. See clause 9 in this agreement, the Business Analyze Privacy Statement and the Data Processing Agreement for further details.
All changes in the Customer’s contact information, including address changes and changes of the Customer’s contact person with the authority to commit the Customer, shall be communicated in writing to Business Analyze. The Customer undertakes to provide correct information regarding the User’s identity and a correct and legitimate e-mail address at all times.
The Customer agrees that Business Analyze from time to time may send the Customer and Users relevant and/or important information about the service, unless the Customer specifically asks not to receive such information. Note that because this Service is an centralized online software service, it may be necessary from time to time to send all Customers and Users important information or notifications related to the operation of the Service. Such notifications can be sent all users, regardless of their subscriptions preferences and consents.
16. Modifications to Terms of Service
Business Analyze reserves the right to make amendments to the terms and conditions of this Agreement with 3 months prior notice. If amendments are governed in a clause of this Agreement, the stated prior notice applies. All Customers will be informed of such amendments by email or through the information being made available on Business Analyze’s websites, Trust Center or Customer Community.
17. Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events which occur after the signing of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
18. Intellectual Property and Data Ownership
Business Analyze warrants that Business Analyze is the sole owner and holder of any and all the Intellectual Property Rights required for the delivery of the Service to its Customers. Business Analyze warrants that the Business Analyze software will at all times comply with applicable laws and regulations such as laws pertaining to competition, taxation, corruption and accounting and that Business Analyze has all required regulatory licenses, permits and authorizations to provide the Service.
Customer shall own the Customer Data. Business Analyze shall not acquire any right, title or interest to the Customer Data and Business Analyze shall not use the Customer Data for any other purpose than as strictly needed to provide the Services in accordance with this Agreement
The rights and obligations of the parties under the Agreement shall in their entirety be governed by Norwegian law. If a dispute arises in connection with the interpretation of the Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall be referred to the ordinary courts of law at Oslo, Norway, as the exclusive venue.