ENGAGEMENT TERMS

These engagement terms together with any referenced documents herein (the “Engagement Terms”) govern the use of any and all Services provided by OfficeRnD Limited (as defined below „We/Us/Our/OfficeRnD/Company“) and you (as defined below, “Subscriber”/”You”). By electronically executing an Order Form (as per the Company’s template), You expressly agree to be bound by and comply with these Engagement Terms and the stipulations of the Order Form where the Engagement Terms and the stipulations of the signed Order Form shall jointly constitute the entire agreement between You and the Company (the “Agreement”). If You are not authorized to enter into this Agreement or do not agree to be bound by any term or condition contained in this Agreement do not sign the Order Form and do not use the Services. This Agreement is effective as between Subscriber and OfficeRnD from the date of its signing by the Subscriber unless anything specific has been provided in the Order Form.

If You sign up for, or access or use the Services on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to these Engagement Terms, and the terms “You” or “Your” herein shall include You, the individual user, and such entity. You, the individual user, represent and warrant that You are at least eighteen (18) years old and able to enter into contracts.

Use of the Services for Competitive Activities:
You may not access or use the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access or use the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

I. Definitions & Interpretations

 

  1. “Add-on Services” – additional services that can be added to the main Services for which the Subscriber is billed monthly or annually as per the stipulations of the signed Order Form.
  2. “API” means the OfficeRnD Application Program Interface and associated documentation.
  3. “Account” means an interface within the Website configured for Users authorised by Subscriber to upload, manage and share files and information including Content.
  4. “Account Holder” means the individual(s) appointed by Subscriber to manage the Account and Users on behalf of the Subscriber. All Account Holders must have full authority granted to them by Subscriber to perform the obligations stated hereby as well as to enter into this Agreement and to bind the Subscriber to its terms and conditions in case the Account Holder acts as Subscriber’s representing person.
  5. “Asset” means a real estate resource with economic value registered at a geographical address that an individual, corporation or country owns or controls with the expectation that it will provide future benefit.
  6. “Commencement Date” the date of the signing of the Order Form by the Subscriber as of which the Agreement enters into force, unless otherwise specifically stipulated in the Order Form.
  7. “Content” means all documents, files, contact details, discussions, tasks, meetings, electronic media, calendar dates, visual, written or audible data, information or material, that is entered into, uploaded to, posted, transmitted or displayed through the Services by Subscriber, Account Holder or any User, including, without limitation, any hyperlink, graphic, artwork, video, music, text, image, logo, document, spreadsheet, presentation, text message, form entry, web page or other data.
  8. „Desk” (product specific term; applied as applicable) means: (i) a dedicated seat/desk, or (ii) a hot desk/flex desk/seat, and/or (iii) a desk seat in an office.
  9. “Documentation” means any installation and configuration guides, or other supportive documentation related to the Services provided to the Subscriber by OfficeRnD and available here – https://help.officernd.com/hc/en-us.
  10. “Intellectual Property Rights” means, inter alia, all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisional, reissues, re-examinations, and revivals thereof and existing anywhere in the world.
  11. “Initial Term” means the minimum commitment period for which the Agreement has been signed by and between the Parties.
  12. “Location” (product specific term; applied as applicable) means a physical or virtual location of the office operator with its own street address. In with multiple buildings located on the same street address each building will count as a separate location. The OfficeRnD Subscription Plans count locations in “Open” and “Draft” status towards your Subscription Plan quota.
  13. “Member” (product specific term; applied as applicable) is (i) an individual that is assigned an active monthly product (recurring membership) or Service in OfficeRnD; (ii) a person that is part of a company with an active monthly (recurring membership) product or Service in OfficeRnD; (iii) an individual that is assigned a non-recurring charge (one-off fee) OR booked a room through OfficeRnD for the respective month.
  14. “Onboarding” means the process of OfficeRnD assisting new Subscribers with the initial setup configuration of the Services.
  15. “Open Source Software” means any software or other material embedded in or made available with the Services where such software or other material is made available under an “open source license” as this term is commonly understood by members of the open source community, including, but not limited to, those licenses meeting all the criteria prescribed in the Open Source Definition provided by the Open Source Initiative (https://opensource.org/osd).
  16. “Order Form” means any written or electronic document or registration form for placing orders for the Services provided by the Company and any addenda or amendments thereof, entered into contemporaneously with this Agreement or from time to time thereafter. Each Order Form shall be governed by and deemed to incorporate the terms and conditions contained herein, except as otherwise expressly provided in the Order Form. Each Order Form will describe all the Services that OfficeRnD agrees to make available to Subscriber. The Order Form is unilaterally signed by the Subscriber and upon its signing the Subscriber accepts and agrees to all the terms of the Agreement.
  17. “Renewal Term” means a term equal to the Initial Term for which the Agreement is concluded which commences upon the expiration of the Initial Term, unless a Notice for Non-Renewal has been served by either of the Parties to this Agreement in accordance with Section XI, item 3.
  18. “Resource” (product specific term; applied as applicable) the term can include but is not limited to parking space, locker, pool bike, pool car, bicycle rack, etc.
  19. “Subscription Plan” means the level of the Services Subscriber has been licensed to use, as provided within the Order Form, which details the features and limits to the features Subscriber is permitted to use. All Subscription Plans are prepaid ones. The Subscription Fees can be prepaid either annually (i.e Annually Prepaid Subscription Plans) or monthly (i.e. Monthly Prepaid Subscription Plans).
  20. “Services” means, collectively, the computer applications, interfaces, software, programs, products, services, and websites provided or made available by OfficeRnD and its affiliates pursuant to any signed Order Form, including provision of access to the Platform for, among other things, creating and managing the Account.
  21. “Service Level Agreement” refers to the agreement between You and OfficeRnD which governs the use of Support Services, which forms an integral and inseparable part of this Agreement and is published in the following URL https://www.OfficeRnD.com/service-level-agreement/
  22. “Subscriber” means the company, organization, employer, principal, or other legal entity named in each Order Form and for whom OfficeRnD provides the Services pursuant to the Agreement.
  23. “Subscription Fees” – the fees payable annually or monthly by the Subscriber for the use of the Services and the Add-on Services specified in the signed Order Form and adjusted accordingly as per the terms of this Agreement.
  24. “Support Package” means the detailed description of the individual parameters of the Support Service offered by OfficeRnD to its subscribers during and after Onboarding.
  25. “Support Services” means the support services provided to You by OfficeRnD as described in the Service Level Agreement and any Order Form.
  26. “Meeting Room” (product specific term; applied as applicable) any type of room that is added to OfficeRnD Hybrid.
  27. “User” means an individual who has completed the user registration process and created a user account at the Website. This includes any individual that OfficeRnD creates a user account for at Subscriber’s direction and any individual invited by Subscriber to become a user.
  28. “Platform” means OfficeRnD software platform hosted at https://app.officernd.com, https://hybrid.officernd.com and any other URLs maintained by OfficeRnD for the purpose of making the Services accessible to Users.
  29. „Workstation” (product specific term; applied as applicable) a desk that can be used by an active member of Your organization. This excludes meeting room and event space desks.
  30. “Website” means OfficeRnD webpage at https://www.officernd.com/ and all its subpages.
  31. “We/Us/Our/OfficeRnD” means the OfficeRnD company described in Section XIX ‘Governing Law; Jurisdiction’.

 

In this Agreement, unless the context requires otherwise, any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words, and references to the singular include the plural and, in each case, vice versa.

The headings and subheadings in this Agreement are inserted for convenience only and shall not affect the meaning of this Agreement.

II. Grant of Licence; Proprietary Rights

 

  1. Subject to the terms of this Agreement, OfficeRnD hereby grants to Subscriber a non-transferable, non-exclusive, revocable, limited term license to access and use, and to authorise and permit Users to access and use, the Services and the Documentation, solely as provided in each Order Form. Except for the rights specifically granted under this Agreement, Subscriber is not given any right, title, or interest in or to the Services, Documentation, Platform or Website, and OfficeRnD expressly reserves all such rights, title, and interests. Open-Source Software will be governed by the terms of its applicable licenses and not the terms of this Agreement. Information about the Open-Source Software may be found in the documents accompanying the Services or upon request by Subscriber.
  2. Subscriber shall be allowed to sublicense the access and use of the Services and the Documentation only to its Users within the parameters of the Subscription Plan which the Subscriber has purchased according to the respective Order Form and subject to the terms and conditions of this Agreement. The present authorization does not grant to any User the right to further sublicense the access and use of the Services and the Documentation, and it is subject to strict compliance with the terms and conditions of the present Agreement and any of its schedules, annexes, or addendums both by Subscriber and its Users. The Subscriber hereby undertakes to ensure that its Users comply with all the terms and conditions of this Agreement, remaining Subscriber fully liable to OfficeRnD in case of non-compliance by any of its Users.
  3. As between the Parties, OfficeRnD shall hold title to all Intellectual Property Rights in and to the Services, Documentation, Platform and Website. Such Intellectual Property Rights may only be used by Subscriber in the manner stated in this Agreement or otherwise instructed by OfficeRnD. Under no circumstances shall Subscriber or a third party acquire any Intellectual Property Rights to the Services, Documentation, Platform or Website. Access to the Services, Documentation, Platform and Website is licensed, and not sold, on the terms set out in this Agreement.
  4. Subscriber agrees that it shall not do or permit or authorize any Users to do any of the following acts (hereinafter “License Restrictions”):
    1. Modify, translate, amend or otherwise alter the Services, Documentation, Platform or Website;
    2. Attempt to decompile, reverse engineer or otherwise disassemble, or create derivative works of or from any part of the Services, Documentation, Platform or Website;;
    3. Redistribute, encumber, sell, rent, lease, or otherwise transfer any Services, Documentation or portion of the Platform or Website, including in a timeshare or service bureau relationship; or
    4. Remove, alter, or destroy from the Services, Documentation, Platform or Website any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures, or any other like marks affixed to or embedded therein.
  5. All Content shall remain Subscriber’s sole property or the property of its respective legal owner. OfficeRnD shall have no liability for such Content. By uploading Content, Subscriber represents and warrants that it has obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of such Content by OfficeRnD and by third parties in accordance with this Agreement and in order for OfficeRnD to provide the Services. Subscriber acknowledges and agrees OfficeRnD does not control the Content posted by Users, and does not guarantee the accuracy, integrity or quality of such Content. Subscriber agrees that Subscriber must evaluate, and bear all risks associated with, the use of any third-party Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will OfficeRnD be liable in any way for any third-party Content, including, but not limited to, any errors or omissions in any third party content, or any loss or damage of any kind incurred as a result of the use of any third party Content posted, emailed, transmitted or otherwise made available via the Services or Website.
  6. Notwithstanding the above, Subscriber hereby grants OfficeRnD perpetual, non-exclusive, sublicensable, irrevocable, world-wide, fully paid up and royalty free license to use the Content in order to collect and structure quantitative data derived from the use of the Services and the Platform and to use and disclose such quantitative data for industry analysis, benchmarking, analytics and other business purposes. This license includes, without limitation, the right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license, sell, lease or otherwise use and disclose the Content to third parties for the above-mentioned purposes. All Content and quantitative data derived from it collected, used, and disclosed as described in the present clause will not be relating to an identified or identifiable natural person by itself or with the use of additional information and will not identify any individual organization.
  7. Subscriber agrees to use the Services within the parameters of the Agreement and the Subscription Plan outlined in the signed Order Form. OfficeRnD reserves the right to terminate the Services immediately on breach of this clause and OfficeRnD is under no obligation to provide a refund in full or in part for the fees paid.

 

III. DIGITAL MILLENIUM COPYRIGHT ACT (APPLICABLE IF DOMICILED IN THE UNITED STATES OF AMERICA ONLY)

 

  1. We will not knowingly publish content in violation of applicable copyright law. If You believe content has been displayed, reproduced, printed, or otherwise distributed by us through this website in violation of any third-party copyright, please notify us in writing and include the following:
    1. electronic or physical signature of a person authorized to act for the copyright owner.
    2. description of the copyrighted work.
    3. description of where the infringing content is located on this website.
    4. your office or home address, telephone number and email address.
    5. a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
    6. a statement under penalty of perjury that the above is true and You are authorized to act for the owner.

You acknowledge that if You fail to comply with all the requirements of this Section, Your DMCA notice may not be valid.

IV. Availability of Service

 

  1. The Services are normally available over the Internet around the clock. OfficeRnD shall be entitled to take measures that affect the aforementioned accessibility when OfficeRnD deem such to be necessary for technical, maintenance, operational, or security reasons. OfficeRnD guarantees at least 99.5% total uptime of the Service, as measured over a rolling 3-month (90 day) period by a reputable external monitoring service of our choice from time to time. This excludes any planned maintenance periods as described below. Availability is currently measured as continuous availability of the OfficeRnD login page, tested every minute from one of at least 8 (eight) global locations. OfficeRnD will make available the official uptime reports to Subscriber on request. OfficeRnD will notify Subscriber at least 1 (one) week in advance of any planned maintenance periods that exceed 15 (fifteen) minutes in length by posting on our status page https://status.officernd.com/. OfficeRnD will endeavour to carry out any such planned maintenance at times that would affect minimum number of users. There will be a maximum of one (1) planned maintenance period in any three (3) week period. OfficeRnD will backup Subscriber’s data stored on Our system, including files stored in the Subscriber Account and associated User data such as notifications, permissions, and comments. Backups of the OfficeRnD file store are carried out daily at our disaster recovery data centre. Full backups of the OfficeRnD database are carried out daily. At a minimum, OfficeRnD takes full snapshots every 24 (twenty-four) hours, ensuring that in the event of a serious issue, the oldest Your data will be is 24 hours. Any problems experienced by Subscriber in accessing the Service should be reported to OfficeRnD through the Website or at [email protected]. The service levels as described above are compensated by OfficeRnD as follows: If OfficeRnD fails to meet the described service levels for service availability, OfficeRnD will compensate Subscriber by crediting Subscriber one day of Subscriber’s annual fee for each one hour of downtime. If availability of the Service as described in this clause is lower than 75% (seventy-five percent) in any 3-month (90-day) period Subscriber shall be able to terminate Subscriber Agreement with immediate effect.
  2. OfficeRnD assumes no responsibility for technical support or problems arising from or relating to third party systems, equipment owned or maintained by Subscriber or any Users, or the administration of email addresses or the email account of any User.
  3. OfficeRnD agrees to take commercially reasonable steps to maintain the Services in a secure manner. If a security flaw is detected with respect to which OfficeRnD has reason to believe the security or integrity of Content or account information of Subscriber’s Users may be affected, OfficeRnD shall use reasonable efforts to notify Subscriber without undue delay of such defect and any related remedial steps OfficeRnD propose to take.
  4. OfficeRnD reserves the right at any time and from time to time to reasonably modify or discontinue, temporarily or permanently, the Services or Platform (or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions. However, any changes will not materially limit the scope of the Services. Subscriber agrees that OfficeRnD shall not be liable to Subscriber or to any third party for any modification, suspension, or discontinuance of the Services, the Platform or Website (except for refunding to Subscriber any prepaid fees corresponding to the period following any permanent discontinuance of Services other than due to Subscriber’s breach).
  5. Services may be performed by Our affiliates or subcontractors in Our discretion, provided that OfficeRnD shall be responsible for compliance with and performance of this Agreement by any such persons and such persons will be under the same confidentiality provisions as set forth in this Agreement and will undertake to comply with any applicable data protection obligations which may be applicable to them.
  6. Notwithstanding anything of the above, the specific terms of the Support Services and service level commitments of OfficeRnD to which the Parties hereby agree are these described in the Service Level Agreement which forms an integral and inseparable part of this Agreement.
  7. The Services, Platform or Website may contain links to third party websites that are not owned or controlled by OfficeRnD. These links are provided solely for Users’ convenience. OfficeRnD has no control over any linked third-party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites.

 

V.  OBLIGATIONS OF THE SUBSCRIBER

 

  1. Subscriber agrees to:
    1. use the Services in accordance and to the extent permitted by the provisions of the present Agreement and not to sublicense the OfficeRnD Product in violation of its clauses.
    2. pay duly and timely all Subscription Fees and any other fees and charges that might be incurred as per the Agreement.
    3. appoint at least one Account Holder.
    4. provide true, accurate, current, and complete information about Users who access the Services on Subscriber’s behalf (“Subscriber’s Users”) as prompted by the registration process, including Users’ identity and a correct and legitimate email address (the “Registration Data”).
    5. maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
    6. cause Subscriber’s Users to maintain the security of their login credential(s); and
    7. consent and authorise OfficeRnD to verify any Registration Data. If Subscriber or a User provides any information that is untrue, inaccurate, not current or incomplete, or OfficeRnD have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, OfficeRnD have the right to suspend or terminate the relevant User accounts and refuse any current or future use of the Services or Website.
    8. provide reasonable assistance and cooperation to OfficeRnD, if necessary, for the provision and implementation of the Services.
  2. Except if otherwise provided in the present Agreement, Subscriber acknowledges, consents, and agrees that OfficeRnD may access, preserve, and disclose Subscriber’s account information and Content if and solely to the extent required to do so by law or in good faith belief that such access, preservation, or disclosure is reasonably necessary to:
    1. respond to Subscriber’s requests for service.
    2. comply with the legal process.
    3. enforce this Agreement;
    4. respond to claims that Subscriber’s Content violates the rights of third parties; or
    5. protect the rights, property, or personal safety of OfficeRnD, other Users, or the public.
  3. Where OfficeRnD is required to access and disclose Subscriber’s Registration Data and Content, OfficeRnD will use commercially reasonable efforts, to the extent OfficeRnD is permitted to do so, to give Subscriber as much notice of this disclosure as possible.
  4. Notwithstanding the above, disclosure of Subscriber’s account information and Content which contains personal data shall be subject to the terms and conditions of Section XIV of this Agreement and the applicable data protection law.
  5. Subscriber agrees to notify OfficeRnD immediately of any unauthorised use of Subscriber’s account, the login credentials of any of Subscriber’s Users, or any other breach of security. Subscriber may be held liable for losses incurred by OfficeRnD or any User of the Services or Website due to someone else using the Registration Data.
  6. Subscriber represents that Subscriber is authorised to receive the Services under the laws of the geographical jurisdictions in which Subscriber and Subscriber’s Users are located. Subscriber shall be responsible for all activities, communications and transactions of Subscriber and Subscriber’s employees and agents conducted through use of the Services and Website and their compliance with applicable national, federal, state, and local laws.
  7. Subscriber agrees that OfficeRnD may include Subscriber’s company name and/or logo among our clients listed in Our marketing materials, including the Website. Nothing herein shall require Subscriber to endorse the Services.
  8. Subscriber agrees not to:
    1. Use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services, Platform or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser.
    2. Collect or harvest any personally identifiable information, including names, from the Services, Platform or Website.
    3. Use any information provided in the Services, Platform or Website for the sending of spam, bulk email messages or bulk instant messages for marketing or other purposes other than internal business use.
    4. Use any part of the Services, Platform or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment.
    5. Use any part of the Services, Platform or Website to pretend to be OfficeRnD or someone else or otherwise misrepresent the identity or affiliation of a User or attempt to disguise the origin of any Content.
    6. Use the Services, Platform or Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights.
    7. Interfere with or disrupt the Services, Platform, Website, servers, or networks connected to these, or disobey any requirements, procedures, policies, or regulations of networks connected to these.
    8. Upload, post, email, transmit, or otherwise make available any Content that OfficeRnD, in our sole discretion, deem to be unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, inflammatory, hateful, or racially, religiously, ethnically, or otherwise objectionable, or harmful to minors.
    9. Attempt to gain unauthorised access to the Services, Platform or Website or any portion or feature of thereof, or any other systems or networks connected to these or to any of Our Servers.
    10. Probe, scan, or test the vulnerability of the Services, Platform or Website or any network connected to these (except with OfficeRnD express prior written consent and cooperation for security testing purposes only), nor breach the security or authentication measures on the Service, Platform or any network connected to these.
    11. Take any action that imposes an unreasonable load on the Services, Platform or Website or on OfficeRnD infrastructure or networks or any networks connected to these.
    12. Use the Services, Platform or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services, Platform or Website in any other manner incompatible with the purpose thereof; or
    13. Provide access to the Services, Platform or Website to anyone else other than Users and the Account Holder.

VI. API Terms

 

  1. In case Subscriber is granted a license to the API under the Order Form or any other agreement between the Parties, the license is a limited, non-sub-licensable right to access the API, the Services and Customer Data for the purpose of enabling Subscriber and Users it authorizes to access the OfficeRnD Services via third party software or website. Any use of the API, including use of the API through a third-party software or website that accesses the Services, is subject to the terms of this Agreement plus the following specific terms:
  2. Subscriber agrees that Subscriber is solely responsible for (and that OfficeRnD have no responsibility to Subscriber or to any third party for) any services and/or products Subscriber provides or uses through any third-party software.
  3. Subscriber expressly understand and agree that OfficeRnD shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if OfficeRnD has been advised of the possibility of such damages), resulting from Subscriber use of the API or third-party products that access data via the API.
  4. Subscriber will not collect any users’ personal information or data in a misleading, illegal, unauthorised, or unfair way. Without limiting the generality of the foregoing, Subscriber will never collect, store or record passwords used by users’ to log-in to the Services. If users need a separate password to use Subscriber software Subscriber will generate a unique password and securely communicate it to the user. Subscriber agrees that any 3rd party software shall be provided by Subscriber in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).
  5. Subscriber will not use the API to create software that sends unsolicited communications (whether commercial or otherwise) to any third party.
  6. OfficeRnD reserves the right at any time to modify or discontinue, temporarily or permanently the API (or any part thereof). Where OfficeRnD permanently discontinues the API, OfficeRnD will continue to provide appropriate levels of support to ensure continuance of the API which has just been replaced for a period not less than 6 months to be determined by OfficeRnD, in our sole discretion.
  7. Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of Subscriber account’s access to the API. OfficeRnD, in our sole discretion, will determine abuse or excessive usage of the API.
  8. OfficeRnD retains the right to the Services, Platform and Website, including the API. In no way will Subscriber pass off, market, or otherwise make representations that the OfficeRnD brand, Services, Platform or Website is owned or otherwise connected with Subscriber. Subscriber must make it clear that Subscriber are allowing access to the OfficeRnD API via an independent 3rd party piece of software and must prominently display the following text: “This product uses the OfficeRnD API but is not endorsed, certified or otherwise approved in any way by OfficeRnD”. Subscriber shall not have any rights to use OfficeRnD trademarks or logos.
  9. OfficeRnD reserves the right to limit Subscriber access to the API or the number of calls Subscriber software can otherwise make to it, except solely as agreed in a separate written order.
  10. OfficeRnD reserves the right to make information about any software or website that uses the API available to our users on our Platform and Website and any other marketing collateral.

 

VII. Confidentiality

  1. “Confidential Information” means any and all information disclosed by or at the direction of either party to the other in connection with the provision or use of Services, Platform and Website under this Agreement, including the Documentation and, without limitation, information relating to the business, operations, technology, properties, employees and customers of the disclosing party. Without limiting the foregoing, as between the parties, all Content shall be treated as Subscriber’s Confidential Information. Notwithstanding the foregoing, “Confidential Information” does not include any information that a receiving party can demonstrate
    1. was known to it prior to the information’s disclosure in connection with provision or use of the Services;
    2. is or becomes known publicly through no wrongful act of the receiving party;
    3. was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential; or
    4. was independently developed by the receiving party, without the use of any Confidential Information.
  2. Each receiving party agrees that it shall use Confidential Information of the disclosing party solely in furtherance of the performance of this Agreement and for no other purpose. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Each party agrees not to disclose the other party’s Confidential Information to any person or entity other than: (i) to employees, agents, subcontractors or consultants of the receiving party on an as-needed basis, provided such persons have entered into written confidentiality agreements consistent with this Section VII or otherwise are bound under substantially similar confidentiality restrictions; (ii) with respect to Subscriber Confidential Information, as authorised by Subscriber; (iii) to the extent required by court order, legal process, governmental or exchange regulation or applicable law, provided that the party required to disclose the information provides prompt advance written notice thereof (to the extent permitted by law) to the other party; or (iv) otherwise solely as expressly authorised in writing by the disclosing party. Notwithstanding any provision hereof to the contrary, OfficeRnD may use and disclose anonymous, aggregated data and statistics regarding use of the Services, provided no individual organization or person can be identified and no Content is disclosed in connection with such data and statistics.
  3. Each party acknowledges and agrees the use or disclosure of Confidential Information inconsistent with this Agreement could cause irreparable harm to a disclosing party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any remedies available at law, any non-breaching party shall have the right to obtain immediate injunctive relief, without the necessity of posting a bond, in the event of a breach or threatened breach of this Section VII by the other party , any of its affiliates or their representatives. This Section VII shall survive termination or expiration of this Agreement.

 

VIII. Warranties

 

  1. OfficeRnD warrants, to the best of its knowledge after implementing reasonable measures, that components of the Services, Documentation, Platform and Website made accessible to Subscriber do not contain viruses, worms, code or other third party computer code intentionally designed to disrupt, disable, or harm the operation of Subscriber’s computer systems. OfficeRnD further warrants, to the best of Our knowledge, that the Services, Documentation, Platform and Website do not infringe any third party trade secret, copyright, issued patent or trademark. OTHER THAN THE FOREGOING, THE SERVICES, DOCUMENTATION, PLATFORM AND WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. OfficeRnD MAKE NO WARRANTY THE SERVICES, DOCUMENTATION, PLATFORM AND WEBSITE WILL BE ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES OfficeRnD WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES, PLATFORM AND WEBSITE WITH ALL SUBSCRIBER OR USER SITES, HARDWARE, OR SOFTWARE CONFIGURATIONS. EXCEPT AS SET FORTH IN THIS SECTION VIII, OfficeRnD MAKES AND SUBSCRIBER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. OfficeRnD DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. SUBSCRIBER HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY OfficeRnD OR ITS REPRESENTATIVES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
  2. The entire and exclusive remedy for breach of this Limited Warranty shall be, at OfficeRnD option, either:
    1. the return of the relevant license fee paid, or
    2. to repair, upgrade, or otherwise enhance the performance of OfficeRnD to address the failure of performance.
    3. Subscriber warrants that any Content Subscriber or Subscriber’s Users submit, post, transmit, or otherwise make available through use of the Services, Platform or Website and its use by the OfficeRnD in accordance with this Agreement will not infringe any third-party rights including, but not limited to trade secret, copyright, issued patent or trademark.

IX. INDEMNITY

 

  1. Subscriber agrees to indemnify and hold harmless OfficeRnD and its subsidiaries, affiliates, directors, officers, agents, and employees from and against any losses, damages, costs or expenses (including reasonable legal fees, expert fees, and other costs of litigation) (collectively, “Losses”) arising from or related to any third party claim, demand, or action (an “Action”) based upon:
    1. Content Subscriber or Subscriber’s Users submit, post, transmit, or otherwise make available through use of the Services, Platform or Website,
    2. Subscriber’s, Subscriber’s Users or Account Holder’s violation of this Agreement or any applicable law, or
  2. Subscriber’s, Subscriber’s Users or Account Holder’s violation of any rights of another, except, in any case, to the extent such Action is based on Our breach of this Agreement, willful misconduct or negligence, provided that there would not have been an Action except for such breach, willful misconduct or negligence. OfficeRnD agree to indemnify and hold harmless Subscriber, its subsidiaries affiliates, directors, officers, agents and employees from and against any Losses arising from or related to any Action based upon
    1. infringement by OfficeRnD of any third-party trade secret, copyright, issued patent or registered trademark, except to the extent such infringement is attributable to (i) the use or publication of Content, (ii) breach of the License Restriction by the Subscriber, (iii) failure by the Subscriber to incorporate updates provided by OfficeRnD without additional charges, (iv) unauthorised use of the Services, Platform and the Website in combination with software not provided by OfficeRnD(an “Infringement Claim”); or
    2. breach of Our obligations under Section VII (Confidentiality), except, in any case, to the extent such Action is based on Subscriber’s breach of this Agreement, willful misconduct or negligence. In the event of an Infringement Claim, OfficeRnD may at OfficeRnD’s discretion mitigate any Losses indemnified hereunder by any of the following actions:
      1. procure for Subscriber the necessary right to continue using the Services;
      2. replace or modify any infringing portion of the Services with a functionally equivalent non-infringing substitute thereof;
      3. modify the Services so as to be non-infringing; or
      4. if none of the foregoing are commercially reasonable, terminate this Agreement (and in the event of such termination, Subscriber shall be entitled to a refund of any prepaid fees for the unexpired portion of any Order Form).
      5. Indemnification under items 1 and 2 hereof will be provided only on the conditions that: (i) the indemnifying party is given written notice promptly after the indemnified party receives notice of the subject Action; provided, however, that late notice shall only excuse the indemnifying party from its obligations hereunder if such late notice materially prejudices the indemnifying party; (ii) the indemnifying party has sole control of the defence and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified party shall be subject to such party’s prior written approval; and (iii) the indemnified party provides cooperation and information in furtherance of such defence, as reasonably required by the indemnifying party. This Section IX shall survive termination or expiration of this Agreement.

X. LIMITATION OF LIABILITY

  1. EXCEPT FOR CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH) AND CLAIMS BASED ON WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR BUSINESS OR OTHER INTANGIBLE LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
  2. EXCEPT FOR CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH), CLAIMS BASED ON WILLFUL MISCONDUCT OR FRAUD, AND CLAIMS FOR INDEMNIFICATION UNDER SECTION IX, THE AGGREGATE LIABILITY OF OfficeRnD FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES AND OTHER CHARGES PAID OR PAYABLE BY SUBSCRIBER DURING THE TWELVE-MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.

 

XI. TERM, AUTO-RENEWAL AND TERMINATION OF THE AGREEMENT

 

  1. This Agreement shall enter into force on the date of signing of the respective Order Form by Subscriber or on the effective date explicitly stated in the Order Form and shall remain effective unless terminated accordingly on any of the grounds provided in item 4 of this Section XI.
  2. This Agreement is concluded for an initial term specified in the Order Form (“Initial Term”) and will renew automatically for successive periods (without limitation of their number) equivalent to the length of the Initial Term, each such term referred to as “Renewal Term”. Each Renewal Term commences, as the case may be: (i) on the day following the day of the expiration of the Initial Term, or respectively (ii) on the day of the expiration of the previous Renewal Term.
  3. To prevent the automatic renewal of the Agreement either of the Parties shall serve a notice for non-renewal prior to the expiration of the Initial Term/the current Renewal Term as the case may be (“Notice for Non-Renewal”). The Notice for Non-Renewal shall be served 30 days prior to the expiration of the Initial Term or any following Renewal Term, as the case may be.
  4. The Agreement may be terminated:
    1. Without cause:
      1. following the expiration of the Initial Term and any following Renewal Term, as the case may be, if a Notice of Non-Renewal has been served by either of the Parties in accordance with item 3 of this Section.
      2. at any time – by mutual agreement between the Parties expressed in writing.
    2. With cause:
      1. Either Party may terminate this Agreement immediately upon written notice if the other Party:
        1. becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed within 30 days thereafter.
        2. makes an assignment for the benefit of creditors; or
        3. breaches any material obligation under this Agreement and fails to cure such breach within reasonable time (but in all cases no longer than 30 days) after delivery of notice thereof by the non-breaching party. This letter c) is applied with regard to the rights of the Company under item 4.2.2. hereinbelow and in the event of contradiction item 4.2.2. shall prevail.
      2. The Company may terminate the Agreement unilaterally, with immediate effect:
        1. If the Subscriber delays any payment under this Agreement with more than 30 /thirty/ days.
        2. If the Subscriber breaches any of the obligations under sections V, VII, VIII or XII as these sections are deemed to contain obligations of utmost importance for the Company and any violation of which may cause irreparable damages to it.
    3. Early Cancellation Right
      Either Party may choose to cancel the Agreement prior to the expiration of the Initial Term, respectively of any current Renewal Term, at its convenience, by sending a 90-day written notice to the other Party in this respect (“Early Cancellation Right”).

      1. If the Early Cancellation Right is exercised by a Subscriber on a Monthly Prepaid Subscription Plan:
        1. for Agreements with an Initial Term of 12 months – Subscriber owes 100% of the Subscription Fees (including such for Add-on Services) due up to the expiration of the Initial Term/the current Renewal Term;
        2. for Agreements with an Initial Term of 24 months –
          1. If the Early Cancellation right is exercised within the first year – Subscriber owes 100% of the Subscription Fees (including such for Add-on Services) due up to the expiration of the first 12-month period plus 50% of the Subscription Fees (including such for Add-on Services) due up to the expiration of the second 12-month period;
          2. If the Early Cancellation right is exercised within the second year – Subscriber owes 100% of the Subscription Fees (including such for Add-on Services) due up to the expiration of the Initial Term/ the current Renewal Term as the case may be.

        The same rule applies accordingly for Agreements with an Initial Term of more than 24 months.

      2. If the Early Cancellation Right is exercised by a Subscriber on an Annual Prepaid Subscription Plan:
        1. for Agreements with an Initial Term of 12 months – Subscriber is not entitled to any pro-rated refunds of the Subscription Fees (including such for Add-on Services) up to the expiration of the Initial Term/the current Renewal Term;
        2. for Agreements with an Initial Term of 24 months –<ol=”style:list-style-type: disc;”>
        3. If the Early Cancellation right is exercised within the first year – Subscriber is not entitled to any prorated refunds of the Subscription Fees (including such for Add-on Services) up to the expiration of the first 12-month period and in addition owes 50% of the Subscription Fees (including such for Add-on Services) due up to the expiration of the second 12-month period;
        4. If the Early Cancellation right is exercised within the second year – Subscriber is not entitled to any pro-rated refunds of the Subscription Fees (including such for Add-on Services) up to the expiration of the Initial Term/the current Renewal Term.

      The same rule applies accordingly for Agreements with an Initial Term of more than 24 months.

  5. Except as otherwise expressly provided in any Order Form, upon termination of this Agreement, all Services shall cease and Subscriber and Subscriber’s Users will discontinue use of the Services, Platform and Website; provided, however, that OfficeRnD will allow Subscriber to remove Content from the Services for a period of 30 days following termination of this Agreement for any reason other than Subscriber’s breach.

 

XII. SUBSCRIPTION FEES, BILLING AND PAYMENT FOR SERVICES

Except if otherwise provided in the respective Order Form:

  1. The applicable Subscription Fees for the Services are contained in the Order Form. All Subscription Plans are prepaid ones, while Subscriber is billed for the Services either annually (for the Annually Prepaid Subscription Plans) or on a month-to-month basis (for the Monthly Prepaid Subscription Plans) depending on the chosen Subscription Plan, the specifics of which are outlined in detail in the signed Order Form.
  2. Subscriber shall pay duly and timely all applicable Subscription Fees specified in the signed Order Form. The Company is entitled to calculate an interest of 1.5% for each month of delay for payment but no more than 10% of the whole due sum.
  3. Fees stated in the Order Form exclude any applicable sales and use taxes, value added tax, withholding taxes or other taxes relating to provision or use of the Services. Subscriber is responsible for the payment of all such taxes (excluding taxes on OfficeRnD’s income) and taxes applicable to the territory the Subscriber resides in.
  4. Subscription Fees and any related payment obligations towards the Company can be paid via bank transfer, credit, or debit card. However, bank transfers are accepted only for payments under: (i) Monthly Prepaid Subscription Plans with monthly recurring revenue (MRR) of $/AU$/£/€ 1,000 or higher and (ii) Annually Prepaid Subscription Plans – regardless of the sum. If You provide OfficeRnD with debit or credit card details, You authorise OfficeRnD to charge such debit or credit card for all fees listed in the Order Form as soon as practicable by OfficeRnD but in all cases – no earlier than the stipulated payment term.
  5. The first billing date for all Subscription Plans (either Annually Prepaid Subscription Plans or Monthly Prepaid Subscription Plans) is the Commencement Date. For the Monthly Prepaid Subscription Plans any following billing date is the first business day of the respective month during the Initial Term/the current Renewal Term, as the case may be. For the Annually Prepaid Subscription Plans any following billing date is the first business day of the month of the renewal.
  6. The Company issues invoices as per the preceding items which are payable by the Subscriber within 10 /ten/ days as of the date of the respective billing date, regardless of the payment method.
  7. If Subscriber is provided with a Trial Period as per the terms of Section XV and the stipulations of the Order Form, the first billing date is the first business day following the expiration of the Trial Period.
  8. Subscriber is responsible for providing OfficeRnD with complete and accurate billing and contact information and notifying OfficeRnD of any changes to such information.
  9. Failure to fulfil any payment obligations arising out of this Agreement within the agreed payment terms may result in the Services being made unavailable to Subscriber or legal action being taken to secure any outstanding fees. Subscriber shall also be liable for any additional costs, including legal costs, incurred by OfficeRnD to secure such fees.
  10. In case of any payment overdue exceeding 30 /thirty/ days Subscriber authorizes OfficeRnD to charge Subscriber’s provided cards or accounts directly without prior written notice. Moreover, OfficeRnD shall be entitled to: (i) further suspend Subscriber’s account and Subscriber’s Users’ access to the Services until the overdue amounts have been fully paid and without prior notice or to: (ii) exercise its right under Section XI, item 4.2.2 (a).

XIII. SUBSCRIPTION FEE ADJUSTMENTS AT RENEWAL

  1. Upon renewal, we may unilaterally increase Your Subscription Fees as we deem appropriate. For any Subscription Fee increase the Subscriber shall be notified by the Company in writing at least 60 /sixty/ days prior to the commencement of the Renewal Term.
  2. For avoidance of doubt, in the event of increase upon renewal as per the preceding item the Subscriber may choose to not renew the Agreement by exercising its right under Section XI, item 3 hereinabove within the 30-day notification requirement.
  3. The increased Subscription Fees as per this Section apply as of the beginning of the Renewal Term.

XIV. Personal Data

  1. Any personal data exchanged between the Parties for the purpose of executing the present Agreement shall be processed with the utmost confidentiality and in accordance with the applicable data protection legislation.
  2. Each of the Parties’ representatives and designated contact persons shall be informed that their personal data will be processed by the other party in connection to or for the purpose of entering into, performing or terminating the contractual relationship, which is the legal basis for the processing. In addition, their personal data shall be stored for the term of the contractual relationship and may be further processed to establish, exercise or defend legal claims which arise under this Agreement or to comply with legal obligations stemming from the applicable law, including tax and accounting obligations. The personal data of the Parties’ representatives and designated contact persons may be communicated to banks and financial entities, for the management of collections and payments and to public authorities where required by the applicable law. Each Party’s representatives and designated contact persons may request access to, rectification of or erasure of their personal data and the limitation of their processing at the address of the other Party set in the present Agreement or otherwise provided. For OfficeRnD this address shall be [email protected]. Furthermore, Parties’ representatives and designated contact persons have the right to complain to the relevant Data Protection Authority.
  3. In order to provide the Services and comply with its obligations under this Agreement OfficeRnD may have to access personal data shared by the Subscriber as part of the Content or otherwise. The Parties therefore enter into a data processing agreement included as integral and inseparable part to this Agreement as Addendum A which shall regulate all aspects of the processing of such data.

XV. Trial period

  1. OfficeRnD may provide the Subscriber with temporary free access to the Services and the Platform upon request solely in order for the Subscriber to be able to evaluate these (hereinafter, “Trial Period”).
  2. Unless subject to separate agreement between the Parties, the Trial Period shall be governed by the terms and conditions of the present Agreement and the applicable Order Form.
  3. Upon expiration of the Trial Period, the access to the Services and Platform shall be subject to payment of the then applicable OfficeRnD fees and compliance with the rest of the Subscriber’s obligations stated in the present Agreement.
  4. Within the Trial Period You may terminate the Agreement at any time regardless of the reason for this termination. To exercise this right for termination, You should send a written notice to us in this respect. In this event, the Agreement terminates as of the date following the notice date. Subscriber shall not be liable for any fees whatsoever related to the use of the services or related to the termination of the Agreement within the Trial Period.

XVI. ONBOARDING TERMS OF SERVICES

  1. The following capitalised items shall have the following meaning for the purpose of this Section XVI:“Business Days”
    shall mean official Bulgarian, Australian, or United States business days per regional representative.
    “Business Hours”
    shall mean the working hours per day per regional representative, during business days.
    “Onboarding Services”
    means the services outlined in this agreement and provided by OfficeRnD.
    “Paid Onboarding Services”
    means the services included in the paid onboarding package.
    “Project Managers”
    means the OfficeRnD onboarding specialist and Subscriber’s project manager or designated point of contact.
    “Service End Date”
    means the designated date when services are set to expire: 90 /ninety/ days after the Service Start Date (for OfficeRnD Flex) and 45 /forty-five/ days after the Service Start Date (for OfficeRnD Hybrid), unless otherwise agreed upon by both Parties.
    “Service Start Date”
    means the date on which an onboarding specialist was assigned to the project and introduced to the Subscriber, unless otherwise agreed upon by both Parties.All capitalized items not expressly defined in this section XVI shall have the meaning given to them pursuant to Section I hereinabove.
  2. Availability of ServicesThe Onboarding Services begin within a week of the Commencement Date and will be provided depending on the Services – for up to 90 /ninety/ days (for OfficeRnD Flex), respectively up to 45 /forty-five/ days (for OfficeRnD Hybrid) after assigning an onboarding specialist, unless otherwise agreed upon by both Parties.OfficeRnD will work with the Subscriber to perform the Onboarding Services on a mutually agreed upon schedule between the Project Managers. Implementation Services will be rendered via virtual meetings, Zoom, Google Meet, or an equivalent provider, as well as email communications and file exchanges.The OfficeRnD Onboarding Services are provided during the standard business days and hours. OfficeRnD may use a variety of personnel in performing the services depending on the task that should be delivered (e.g. API questions are addressed by a specialist from the technical support team).OfficeRnD will make a reasonable effort to complete the tasks included in the Subscriber’s onboarding package in a mutually agreed-upon timeframe and is not obliged to meet any deadlines that were committed prior to coming into agreement with OfficeRnD, unless previously agreed to, and discussing those plans with the assigned implementation specialist.The Onboarding Services provided by OfficeRnD are available in English only.
  3. Limits on the Onboarding ServicesOfficeRnD is not responsible for any of the processes below:
    1. Configuration of any third-party systems (e.g. accounting, payment gateways, CRMs, etc.) even when those integrate with OfficeRnD;
    2. Import of historical data like invoices and/or contracts with Subscribers;
    3. Configuration of any external websites the Subscriber might use and would like to connect with OfficeRnD;
    4. Any service outside the scope of the Engagement Terms;
    5. Unless stated otherwise, OfficeRnD is not responsible for developing functionalities that are not available at the time of the implementation in case any of the Subscriber’s use cases are not (fully) supported by the software or the suggested workaround is not accepted by the Subscriber.
  4. Subscriber ResponsibilitiesTo realize the full value of the Onboarding Service, participation and effort from the Subscriber is needed. Resources that may be required from the Subscriber include a project manager or a person who knows the Subscriber’s business processes and needs and can involve the decision-makers if any changes are to be introduced.
    Responsibilities that may be required include:

    1. providing data required for the system implementation in the requested format (e.g. floor plans, Subscriber data, business model, pricing, etc.) and within the agreed-upon time frame;
    2. exchange of emails;
    3. attending scheduled and/or regular progress review meetings;
    4. acting as internal liaison between OfficeRnD and any third parties critical to the successful implementation (e.g. accountant, external partners like developers, etc.).
  5. Services ExpirationThe Paid Onboarding Services cannot be cancelled once purchased. If, for reasons which are not due to OfficeRnD, the Subscriber does not use the services included in their onboarding package before the Service End Date, they shall expire automatically on the Service End Date, and the Subscriber is not entitled to any conversion, extension, or refund.
  6. Services Included with the Basic Onboarding Package
    1. For OfficeRnD Flex:During the onboarding phase, the Subscriber can expect to receive the following assistance (up to 3 hours of calls):
      1. General Setup & Data Import
        1. Uploading of floor plans for the locations included in the Agreement;
        2. Consulting on how to best configure the OfficeRnD billing plans & resource rates (a.k.a. the pricing model of the Subscriber);
        3. Import of Subscriber data (companies, company employees, individual members);
      2. Integrations & Mobile app
        1. Publishing of the OfficeRnD white-labelled mobile app when this is part of the Subscription Plan of the Subscriber, and the required resources are submitted by the Subscriber and meet the requirements;
        2. Consulting on how to best configure the OfficeRnD billing plans & resource rates (a.k.a. the pricing model of the Subscriber);
        3. The subscriber is accountable for connecting and mapping all native integrations within OfficeRnD. Queries regarding the communication between the two systems can be resolved via email or during an online meeting with an onboarding representative.
      3. This package will be valid only if the Subscriber has not opted in for a paid onboarding package (Premium Onboarding Package).
    2. For OfficeRnD Hybrid:During the onboarding phase, the Subscriber can expect to receive the following assistance (up to 3 hours of calls):
      1. General Setup & Data Import
        1. Uploading of floor plans for the locations included in the Agreement;
        2. Import of the physical assets data needed for resource management within the OfficeRnD platform;
        3. Import of employee data (teams, lead, etc.)
      2. Mobile app
        Publishing of the OfficeRnD white-labeled mobile app when this is part of the Subscription Plan of the Subscriber and the required resources are submitted by the Subscriber and meet the requirements.
  7. Services Included with the Premium Onboarding Package
    1. For OfficeRnD Flex:During the implementation phase, the Subscriber can expect to receive the following assistance:
      1. Account Configuration
        1. Configuration of general account settings;
        2. Configuration of offering & services – billing plans & resource rates;
        3. Configuration of the OfficeRnD billing and invoicing settings;
        4. Configuration of contracts & e-sign (if applicable);
        5. Assistance in configuring/mapping the main native integrations from the following sections: Accounting, Payment Gateways, CRM, and Door Access. Provided on calls with the Subscriber, who has to ensure the two systems have been connected in order to work on the setup with the OfficeRnD implementation specialist;
        6. If applicable, consultation with the development of the API integrations as it pertains to the API Integration documentation. OfficeRnD will need a reasonable time frame to arrange assistance if this consultation is required;
        7. Publishing of the OfficeRnD white-labelled mobile app when this is part of the Subscription Plan of the Subscriber and the required resources are submitted by the Subscriber and meet the requirements.
      2. Location Configuration
        1. Uploading of floor plans for the locations included in the Agreement;
        2. Import of the physical assets data needed for resource management within the OfficeRnD platform;
        3. Import of Subscriber data (companies, company employees, individual members, purchased services);
        4. Location-specific account configuration;
        5. Multi-Location instances are to be completed in a phased/staged rollout pending the discovery phase of the implementation;
        6. Document and email template customizations (up to 5) – e.g. invoice document, contract document, welcome email, etc.
      3. Ongoing Personalized Assistance
        1. Dedicated Onboarding Manager who guides You through the entire onboarding process;
        2. Tailored Onboarding Plan;
        3. Live Sessions with a dedicated Onboarding Manager (up to 10h in total)
        4. Access to Knowledge Base & Documentation;
        5. Access to live sessions recordings.
        6. Access to Flex Academy Resources
      4. Training Sessions (all of which included within the total of 10h Live Sessions)
        1. Community Module Training (1h);
        2. Billing & Invoicing Module Training (1h);
        3. Meeting Rooms & Bookings Module Training (1h).
    2. For OfficeRnD Hybrid:During the implementation phase, the Subscriber can expect to receive the following assistance (up to 10 hours of calls and 3 hours of training):
      1. General Setup & Data Import
        1. Uploading of floor plans for the locations included in the Agreement;
        2. Import of the physical assets data needed for resource management within the OfficeRnD platform;
        3. Import of employee data (teams, lead, etc.)
      2. Integrations
        1. Assistance in configuring/mapping the main native integrations from the following sections: Communication, Directory & SSO, Calendar, provided on calls with the Subscriber, who has to ensure the two systems have been connected in order to work on the setup with the OfficeRnD implementation specialist.
        2. If applicable, consultation with the development of the API integrations as it pertains to the API Integration documentation. OfficeRnD will need a reasonable time frame to arrange assistance if this consultation is required.
      3. Training & Multi-Location Implementation
        1. Admin team training Session for the team that will manage the system once the implementation is complete;
        2. Multi-Location instances are to be completed in a phased/staged rollout pending the discovery phase of the implementation

XVII. ADD-ON SERVICES

  1. The Subscriber may opt-in for Add-on Services at any time during the term of the Agreement.
  2. The Add-on Services are subject to additional fees for which the Subscriber is billed as per the terms outlined in this Section and in the signed Order Form.
  3. The fee due for the Premium Onboarding Package is calculated as a one-off fee that is either included in the first invoice for the Services issued as per the terms of Section XII or a separate invoice is issued on the day of signing of an addendum for the purchase of the Add-On Service. The payment terms outlined in section XII are accordingly applicable.
  4. The billing for the Branded App Services (applicable only to OfficeRnD Flex) commences: (i) on the first business day following the day on which the Branded App is officially published or (ii) 60 /sixty/ days following the signing of an addendum for the Add-On Service whichever among (i) and (ii) occurs first. The fee is due regardless of the fact whether the Subscriber has submitted a request for the app to be published or not.
  5. Sections XI, XII and XIII are applied accordingly to the Add-on Services.

XVIII. MISCELLANEOUS

  1. Modification. OfficeRnD reserves the right to amend this Agreement at any time by notifying Subscriber as provided in this Agreement. If OfficeRnD amends this Agreement, OfficeRnD will post the updated Agreement on the Website and provide You with at least twenty-eight (28) day’s notice before the changes take effect (“Notification Period”) during which period of time You may reject the changes by notifying OfficeRnD by email in which case the Parties will negotiate in good faith the terms for the provision of the Services. By continuing the use of the Services and the Platform after the Notification period and provided no disagreement with the notified changes are sent by You to OfficeRnD as described above, You agree to be bound by the modified Agreement. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver of such right, power, or remedy.
  2. Remedies. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Subscriber agrees that any breach of this Agreement may cause OfficeRnD substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, OfficeRnD shall have the right to seek specific performance and other injunctive and equitable relief. In the event that Subscriber use the Services, Documentation, Platform or Website for commercial purposes in breach of this Agreement, Subscriber agrees that OfficeRnD shall be entitled to any proceeds that Subscriber has obtained from such activity, without prejudice to other rights or remedies OfficeRnD may have against Subscriber.
  3. Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors with respect to each other, and neither shall be deemed an employee, agent, partner, or legal representative of the other for any purpose or shall have any authority to create any obligation on behalf of the other. No third-party beneficiary rights are granted as a result of or pursuant to this Agreement.
  4. Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused to the extent caused by any event beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, power outages, and governmental restrictions.
  5. Entire Agreement; Severability. This Agreement together with its referenced documents set forth the entire understanding and agreement between the parties and supersedes all prior agreements, understandings, representations, warranties, proposals, requests for proposal and negotiations, if any, related to the subject matter hereof. Each provision of this Agreement is severable from each other provision for the purpose of determining the enforceability of any specific provision. This Section XVIII shall survive termination or expiration of this Agreement.
  6. Assignment. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Either party shall have the right to assign this Agreement without the consent of the other party: (a) to any affiliate of such party; or (b) in connection with the merger, reorganisation or acquisition of such party or the sale of all or substantially all of its assets related to this Agreement. Any purported assignment of this Agreement in violation of this item shall be invalid. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
  7. Notices. Invoices and other correspondence relating to this Agreement may be delivered by email to the email addresses furnished by Subscriber in each Order Form. Any notice of termination, breach or Actions under this Agreement shall be given by either email (the Subscriber may use the following email: [email protected] or internationally recognised courier service to the addresses set forth in the applicable Order Form or such other address as either party may provide in writing from time to time.

XIX. GOVERNING LAW; JURISDICTION.

  1. Subscriber is contracting with OfficeRnD Limited, a company organised under the laws of the United Kingdom with offices located at 69 Church Way, NE29 0AE, North Shields, England and this Agreement shall be governed by and construed in accordance with the Law of England & Wales without giving effect to its conflict of laws principles. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to submit to the jurisdiction of the Courts of England & Wales, for the adjudication of any case or controversy arising under this Agreement, and the parties hereby waive their right to a trial by jury in any such litigation.

Subscribers with questions about this Agreement or the Privacy Policy may contact OfficeRnD at [email protected].

 

Last updated: May, 2024