General terms

Subscription Agreement

This Subscription Agreement (the “Agreement”) governs the obligations and rights of the Customer and Arctur d.o.o., Industrijska cesta 5, SI-5000 Nova Gorica (Arctur) for the use of cloud application 4PM for project management.

1 Definitions

  • 4PM is web application. Arctur is its sole and exclusive owner of material copyright on the source code and deployment, with all upgrades and improvements.
  • Content is all visual, written or audible data, information or material uploaded to, transferred through, posted, processed or entered into the Services by the Customer or the Users.
  • Customer is the individual or the legal entity that activates Services provided by Arctur and assumes payment responsibility to Arctur.
  • Initial Term is the initial contract period during which the Customer subscribes to the Services.
  • Order Form is the initial order form and/or order confirmation and any subsequent order forms and/ or order confirmations evidencing: the type of Subscription, Subscription term, Initial Term, the number of Users Licenses, ordered Professional Services, applicable fees, etc. Each Order Form forms an integral part of this Agreement. In the event of conflict between the terms of an Order Form and the terms of this Agreement, the terms of the Order Form shall prevail.
  • Professional Services means training, solution advising and any other related consultancy services.
  • Renewal Term means successive renewal periods during which the Customer subscribes to the Services.
  • Services means the current version of the web services, associated software, and other related services provided by Arctur in accordance with this Agreement. The Services are offered as a Software as a Service with subscription types:
    • Free
    • Lite
    • Standard
    • Enterprise

The characteristics and features of subscriptions are described at www.4pm.si. The Services may include additional services and add-ons, including third party software, as agreed between the Customer and Arctur on a case-by-case basis.

  • Subscription means the terms governing the type of Subscription, Subscription term, billing frequency, the number of Users Licenses, applicable fees, etc.
  • Free Trial Service means a Service, which is provided free of charge for a limited trial period of up to 30 days or which is under development or evaluation and is marked “free”, “demo”, “trial”, “beta” or “evaluation” (or a similar designation).
  • Terms of Use means the terms and conditions, available at the Web Site, to which all Users agree by completing the user registration form (creating a user account).
  • User(s) are all individuals who are authorized to user Services and/or participate in one or more Customer projects.
  • User License(s) means the subscribed number of Users under a Subscription.
  • Web Site means 4PM’s home page www.4pm.si.
  • User Account is the account within the Service with user data, access rights for the use of the Service.
  • Authorized User is user that Arctur has authorized to manage User’s account.

2 Services, License Grant, Restrictions

Arctur grants to the Customer a non-transferable, non-exclusive, non-sublicensable, limited term, world-wide right and license for the Customer and Users to access and use the Services.

Arctur reserves the right to implement new versions and upgrades of the Services including changes that effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.

Arctur undertakes to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven (7) days a week.

Arctur is entitled to take measures that affect the accessibility where Arctur deems such to be necessary for technical, maintenance, operational, or security reasons: Planned downtime (of which We shall give You a prior notice via the Site). We shall use reasonable effort to ensure that such downtime interference to the Services will be as minimal as possible.

The Customer provides Users with access to the Customer’s Content and the Services provided by Arctur. The Customer is fully liable for the Users to whom the Customer affords access to the Services.

The maximum number of Users and storage is defined in the Order Form or on the Web Site. Additional Users or Storage may be added at any time by another Purchase Order.

User subscriptions are for designated Users and cannot be used by more than one User.

The Customer can order Professional Services related to the Services that are described at 4PM’s web page. Arctur will prepare written offer for the execution of Professional Services that include detailed specification and the price. The parties shall mutually agree upon when such services shall be performed.

Professional services should be called off no later than 6 months after the date of order. If not otherwise agreed, Arctur shall be compensated for direct costs incurred related to performing Professional Services, such as traveling, allowance, etc. Arctur has the right to assign training to an training partner at no additional cost to the Customer. If the Customer has ordered Professional Services the following cancellation policy shall apply to; Training at client site, Online and at Arctur offices and for other services with a pre-defined project scope, agreed number of resources or agreed number of hours. Failure to provide written cancellation notice at least fourteen (14) business days in advance of the workshop obligates the Customer to make payment for the full price of the workshop.

Arctur reserves the right to reschedule or cancel the date, time and location of a training class at any time, including replacing personnel who may be scheduled to deliver the training. In such event both parties must agree on scheduling of another workshop within three (3) months of the date of the original class. Arctur shall not be responsible for any other loss incurred by Customer as a result of a cancellation or reschedule.

3 Trial Services – Free

Trial Services are provided strictly “as is”. The Customer may use a Trial Service in a manner consistent with the terms of this Agreement, but Arctur may disable certain features of a Trial Service and enforce time limits on the Customer’s right to use. Trial Service is provided free of charge, Arctur disclaims all warranties and liabilities as set forth in this Agreement.  Arctur shall not be liable for damages of any kind related to the Customer’s or User’s use of a Trial Service.

Any data you enter into the services, and any customizations made to the services, during your free trial period may be permanently lost unless you purchase a subscription to the same services as those covered by the trial, purchase upgraded services, or export such data, before the end of the free trial period. If you purchase a service that is a downgrade from that covered by the free trial, you should export your data before the end of the trial period or your data may be permanently lost.

4 Customer Obligations

The Customer shall always comply with the security and administrative regulations as set on the Web Site. The Customer shall also be responsible for notifying Users of such regulations and also the User’s fulfilment of regulations.

The Customer shall ensure that all details regarding the Customer’s contact information, billing information, are correct and undertakes to update such information.

The Customer shall be responsible for the activities conducted by the Customer and the User’s within the Services and shall use the Services in compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall be the sole responsibility of the Customer.

The Customer is responsible for managing Users and the Users right to use the System. User accounts cannot be shared or used by more than one (1) individual User.

The Customer shall not:

  • make the Services available to anyone other than Users,
  • sell, resell, rent or lease the Services,
  • interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or
  • Attempt to gain unauthorized access to the Services or their related systems or networks.

The Customer is obligated to notify Arctur regarding any suspected breach of these provisions. 

5 Fees and Payment Terms 

The Customer shall pay for the Services in accordance with the fees set out in the Order Form or otherwise agreed. Arctur is entitled to annually adjust its fees. Fees are quoted and payable in Euros and are based on Services purchased and not actual usage. Fees do not include value added tax.

All Services provided by Arctur shall be debited to the Customer in advance for the subscribed number of User Licenses and the selected period (monthly, quarterly, bi-annually or annually) as agreed between the parties.

If you purchase the subscription, you are authorizing Arctur to bill your Pay pal account or invoice you for the first monthly fee and to invoice you each month thereafter in selected period intervals. The Customer may upgrade a Subscription at any time with additional User Licenses, additional storage, or additional services.

The billing impact of any change in the number of users will take effect on the following billing cycle, meaning that added users in the middle of a billing period will be charged in full starting the following billing period. There will be no refunds or credits for partial days of service or for unused days/months.

Payment shall be made by the Customer through use of Pay pal or against invoice. Payment must reach Arctur in full within eight (8) days of the issue date of the invoice or Pay pal charge if not otherwise agreed. Penalty interest shall be payable according to law. Arctur shall be entitled to charge a fee for any payment reminders. The Customer shall be responsible for the reasonable costs incurred by Arctur when collecting overdue fees.

The Customer undertakes to make payment of invoices, in the currency and into the account stated on the invoice.

If for any reason for these fees are rejected or refused by your Pay pal account or returned by your financial institution, this Agreement and your subscription and license to Use the Software will automatically terminate without notice and all Customer data may be withheld or deleted.

Arctur may temporarily disable the Customer’s and the Users’ access to the Services in the event the Customer has overdue payments in excess of thirty (30) days. Arctur may terminate a Subscription, delete and destroy the Customer’s Content and to immediately terminate this Agreement in the event of overdue payments in excess of fifty (50) days.

In the event of early termination of a Subscription, the Services or the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

6 Ownership 

Arctur shall hold title to any and all intellectual property rights and technical solutions to the Services or, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark belonging to Arctur. Access to the Services is licensed, not sold.

All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by the Customer and/or Users shall remain the sole property of the Customer or its respective legal owner. Arctur shall have no liability for such Content.

The Customer may not in any way modify, decompile, disassemble or reverse engineer the Services. 

7 Customer Support

Arctur provides customer support by ISL, e-mail and telephone regarding Customers’ enquiries in connection with use of the Services. Support is provided on weekdays (excluding Slovenian public holidays) during Arctur’s ordinary office hours (8 a.m. – 16 p.m. CET).

Enquiries and/or error notices must be submitted to Arctur by e-mail or telephone in accordance with the contact information available on the Web Site.

8 Personal Data, Privacy, Disclosure 

In order for the Customer to be able to use the Services, the Customer must provide certain data to Arctur regarding the Customer’s representatives. Arctur will process data in order to enable Arctur to administer and otherwise perform its obligations within the Services and to ensure that unauthorised persons do not gain access to the Services. 

Arctur collects, manages, processes and stores the following information about the Customer:

  • the name and surname of the holder administrator account;
  • e-mail address (username);
  • password to enter 4PM in encrypted form;
  • information on the legal entity;
  • other information that users voluntarily entered into Form;

Arctur collects, manages, processes and stores the following information about Users:

  • name and surname;
  • e-mail address (username);
  • password to enter 4PM in encrypted form;
  • the legal entity with which the User (person) is related;
  • other information that the user or administrator enters to 4PM: home address, telephone number, workplace and systematization; annual leave, information on salary and hourly rate..

Customer shall obtain the consent of the Users to the processing of the relevant personal data. The Customer by completing a form agrees to the processing of personal data and declares that is familiar with the processing of personal data by Arctur and the use of these data by Arctur.

Arctur is considered to be personal data processors to Customer. Customer is the controller of personal data and has the full responsibility for the registered data under the applicable national law.

A User that does not give its consent will not gain access to the Services. If third party applications are made available by Arctur within the Services, Customer acknowledges that Arctur may allow such third party application provider access to Content and personal data as required for the interoperation of such embedded or linked applications.

In order for the Customer to be able to use the Services, the Customer must allow Arctur to store session information through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the user identification and to prevent unauthorised access to the Services. Information on the use of 4PM can be used for anonymous statistical data processing to improve the user experience and the development of 4PM.

Arctur shall adopt technical systems and operational procedures to protect the privacy of the Customer and the Users. For the correctness, completeness and accuracy of the information is responsible the Customer.

The Customer agrees that Arctur may disclose the fact that the Customer is a customer of Arctur. The Customer agrees that Arctur may use the Customer’s name and logo to identify the Customer as a customer of Arctur on the Web Site, and as part of a general list of Arctur’s customers for use and reference in Arctur’s promotional and marketing literature. 

9 Security, Passwords

The Customer shall ensure that User names, passwords obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Customer shall be liable for any unauthorised use of the Services. Arctur shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.

Where it is suspected that any unauthorised person has become aware of a user identity and/or password, the Customer shall immediately inform Arctur and change user identity and/or password.

The Customer shall be liable for losses or damage incurred by Arctur where the Customer intentionally or negligently reveals a user identity/password to a third party, unless the Customer notifies Arctur immediately upon suspicion that such has occurred.

Arctur shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards.

10 Limited Warranty 

Arctur warrants to the Customer that the Services will perform substantially in accordance with its documentation available on the Web Site, under normal use and circumstances, and for the purpose intended. This warrant does not apply to Trial Services.

Except for the express warranties set forth above and to the extent permitted by law, Arctur disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected. 

11 Limitation of Liability 

Each Party shall only be liable for direct damages. 

In the event of major defects that seriously impede the Customer’s use of the Services and that are attributable to Arctur, Arctur undertakes to act to rectify such defect without delay. In the absence of intent or gross negligence by Arctur, Arctur assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Customer in accordance with the instructions by Arctur and within a reasonable time of the discovery of the defect.

The Customer shall not be entitled to a reduction in payment, or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Arctur.
In the absence of intent or gross negligence shall a party be liable for indirect or consequential losses, including but not limited to loss of profits or anticipated savings, loss of revenue, loss of Content or any other data. 

12 Force Majeure 

A party shall be released from liability in damages and other sanctions where the performance of a specific obligation is prevented or rendered onerous due to circumstances beyond a party’s control and which could not reasonably have been foreseen.

Where a party’s performance is prevented for a period in excess of three (3) months due to an event as stated above, either party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation. 

13 Confidentiality 

Arctur undertakes not to disclose to any third party, or otherwise make available, information received by Arctur from the Customer or Users within the scope of the Agreement. This confidentiality obligation shall not apply to such information as Arctur can demonstrate became known to Arctur other than pursuant to this Agreement or which is in the public domain. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement.

Arctur also reserves the right to analyse usage patterns in an aggregated form.

Except for Content mentioned above and other than pursuant to the Customer’s instructions, legal provisions, public authority regulations or court orders, Arctur shall not be entitled to review Content processed by the Customer via the Services. 

14 Amendments 

Arctur reserves the right to amend the terms and conditions of this Agreement. The Customer shall be informed of such amendments by e-mail or through the Web Site. The Customer shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available on the Web Site. Where the Customer does not accept the amendment, the Customer shall be entitled, within thirty (30) days from the date of dispatch of the e-mail or from the amendment being published on the Web Site, provided that the changes have an adverse effect, on the Customer, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions.

15 Term of Agreement and Termination 

This Agreement shall enter into force upon acceptance by the Customer of these terms and conditions through execution of this Agreement online during Subscription sign-up, or acceptance by the Customer of these terms and conditions in an Order Form, frame agreement, or in any other form.

The Initial Term is equal to the initial term as stated on the Order Form or as otherwise mutually agreed upon.

Upon expiration of the Initial Term, this Agreement will be automatically renewed with successive renewal terms at Arctur’s then communicated current fees and terms and conditions. The Renewal Term is equal to the Initial Term or as otherwise stated in an Order Form or mutually agreed upon. 
This Agreement can be terminated by either party subject to written notice of termination, effective only at the end of the then current Subscription term and provided that all accrued fees are paid in full.
Upon termination of a Subscription or the Agreement, Arctur shall not be responsible for the Content generated by the Users/Customer within the scope of the Subscription or the Services. Accordingly, it is the sole obligation of the Customer to ensure that it possesses the necessary back-up copies, etc. of the Content that it desires to retain when the Subscription is terminated.

Upon the termination of a Subscription by the Customer, Arctur shall be entitled to immediately delete and destroy all Content. In the event of expiration of the subscription term of a Subscription and in the absence of the Customer’s renewal, Arctur shall be entitled to delete and destroy such Content thirty (30) calendar days following the expiration date.

Upon termination of a Subscription or this Agreement for any reason, Arctur shall be entitled to and undertakes to permanently delete and destroy all copies of the Customer’s Content within a timeframe reasonable relating to the back-up and administrative procedures applied by Arctur from time to time.
Sections 11 and 13 shall survive any termination of this Agreement.

16 Access Restrictions, Premature Termination 

Arctur shall be entitled, with immediate effect, to disable the Customer’s access to a Subscription or to the Services or to prematurely terminate the Agreement in writing where:

  • the Customer or a User uses the Services in a manner that entails the perpetration of a crime;
  • the Customer or a User uses the Services in a manner that occasions losses or the risk of loss for Arctur or any third party;
  • the Customer or a User  uses the Services in a manner that violates Arctur’s security or administrative regulations;
  • it may be reasonably assumed that continued dissemination of Content violates governing law;
  • notwithstanding reminders, the Customer fails to pay agreed fees to Arctur within a stated time;
  • the Customer or a User uses the Services in a manner whereby the Customer utilises resources or seeks unauthorised access to Arctur’s systems;
  • the Customer otherwise fails to comply with the Agreement; or
  • the Customer is placed into insolvent liquidation or is otherwise insolvent. 

The Customer shall be entitled to prematurely terminate the Agreement in writing where:

  • operational disruptions or data traffic errors occur to such an extent that the Customer does not have access to the Services during a period in excess of one (1) month;
  • Arctur is in material breach of its obligations under the Agreement and fails to effect rectification within fourteen (14) days of a demand therefore; or
  • Arctur is placed into insolvent liquidation or is otherwise insolvent. 

17 Marketing & Publication

The Customer is willing to assist Arctur to publish certain press releases or other communications. Joint press releases or other communications shall be mutually approved in advance by The Customer and Arctur.

References or other non-press related communications, such as social media, newsletters, websites, presentations, blogs and other methods that may be relevant from time to time, in which the name of the other party appears, shall not require the prior written consent of such other party.

18 Assignment 

Arctur shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement to a company without the Customer’s prior consent.

The Customer shall not be entitled to assign its rights or obligations under this Agreement without Arctur’s prior written consent. 

19 General Provisions 

This Agreement has been prepared in the Slovenian language. Any non-English versions of this Agreement are provided solely for accommodation purposes.

If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect. 

20 Governing Law and Disputes 

This Agreement and the ensuing relationship between Arctur and the Customer shall be construed in accordance with, and governed by, the laws of Slovenia.
In the event of any dispute relating to this Agreement, the parties agree to initially make attempt to resolve such dispute by negotiation, prior to commencing court proceedings. 

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