Terms of Service

This Team Solutions Enterprise Agreement (the “Agreement”) is entered into by and between Team Solutions s.r.o. - provider of TeamGuru service, based at Lidicka 81, Brno, Czech Republic (“Team Solutions”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date on which Customer first signs-in to TeamGuru system or signs the hardcopy version of this agreement (the “Effective Date”). This Agreement governs Customer’s access to and use of the Services.

1. Services

1.1. General. Team Solutions will provide the Services in accordance with this Agreement. Team Solutions will provide Customer with an Admin Account to use for administering the End User Accounts and other features of the Services. Customer shall: (a) administer End User Accounts / Access Rights using the Admin Console and Admin Tools; and (b) determine the Services to be provided to End Users. Subject to the terms and conditions of this Agreement, Team Solutions grants Customer a non-exclusive right to access and use the hosted Services during the applicable Subscription Term. Customer acknowledges that the Services are on-line, subscription-based products and that Team Solutions may make changes to the Services.

1.2. Modifications to the Services. Team Solutions may make commercially reasonable improvements / changes to the Services. If Team Solutions makes a material change to the Services, Team Solutions will inform Customer via such method as Team Solutions may elect provided that Customer has subscribed with Team Solutions to be informed about such changes.

2. Use of Services

2.1. Availability. Team Solutions will use commercially reasonable efforts to make the purchased Services available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from availability commitments: (a) planned downtime (with regard to which Team Solutions will endeavor to provide at least 48 hours advance notice, except for routine maintenance times scheduled (if needed) for Saturday 2pm CST to Sunday 10 pm CST (b) any unavailability caused by circumstances beyond Team Solutions's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability or modification by third parties of Third Party Offerings.

2.2. Support. Team Solutions makes a variety of Services support offerings available to its customers and will provide Customer with the level of support to which Customer is entitled based on Customer's purchase.

2.3. Privacy  and Security. Team Solutions will maintain administrative, physical and technical safeguards for the privacy, protection, confidentiality and integrity of Customer Data and will provide the Services in accordance with applicable laws and government regulations.

2.4. Security Audit and Certification. During the Subscription Period, Team Solutions will maintain the ISO 27001:2005 (Information Security Management Standard) audits and certification of Team Solutions’ systems and processes examining logical security controls, physical security controls, and system availability.

2.5. Customer's Responsibilities. Customer shall not allow access to or use of the Services by anyone other than Users. Customer is responsible for its Users' compliance with this Agreement and for ensuring that Users maintain the confidentiality of their passwords and user names. If Customer suspects any unauthorized use of its passwords or User accounts or any other possible security breach with respect to the Services, Customer must immediately notify Team Solutions by sending an email to: support@teamguru.com. Customer agrees that it will not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Services or make the Services available to any third party, other than to Users or as otherwise contemplated by this Agreement.

3. Invoices and Payment

3.1. Fees. Customer agrees to pay all fees specified in Price Sheet using one of the payment methods Team Solutions supports (Credit card, Wire transfer). Fees are subject to change upon 30 days notice from Team Solutions.

3.2. Payment. Customer shall pay the Fees within 30 days of the date of the relevant invoice snt by Team Solutions to Customer. Fees shall be considered immediately overdue in the event that Customer fails to pay the Fees within 30 days of the date of the invoice.

3.3. Overdue Charges. If Team Solutions does not receive fees by the due date, then at Team Solutions's discretion, (i) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid; and (ii) Team Solutions may condition future Services purchases and Order Forms on payment terms shorter than those specified in Section 3.2 (Payment).

3.4. Suspension for Non-Payment.

a. Suspension. Customer will have thirty days to pay Team Solutions overdue Fees. If Customer does not pay Team Solutions overdue Fees within thirty days from the overdue date, Team Solutions may automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Team Solutions all outstanding Fees.

b. During Suspension. Team Solutions will stop charging Customer monthly Fees during Customer’s suspension for non-payment. Customer must pay all outstanding Fees in order to resume its use of the Services.

c. Termination After Suspension. If any overdue Fees are not paid within 60 days of the overdue date, Team Solutions may immediately terminate this Agreement on written notice to Customer (which may be by email).

4. Cancellation and Termination

4.1. Customer may terminate this Agreement at any time on written notice to Team Solutions (which may be by email), and Team Solutions may terminate this Agreement at any time on written notice to Customer (which may be by email). If either party terminates this Agreement under this Clause 4.1, or Team Solutions terminates the Agreement under Clause 3.4(c), Customer shall pay Team Solutions any outstanding Fees using the payment method selected.

5. Confidential Information

5.1. Confidential Information Handling. The Receiving Party shall: (a) use the same degree of care to protect the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information (but in no event less than reasonable care); and (b) not use or disclose any Confidential Information of the Disclosing party for any purpose outside the scope of these Terms of Use, except with the Disclosing Party's permission.

5.2. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6. Indemnification

6.1 Indemnification by Team Solutions. Team Solutions, at its expense, will defend and pay any settlement amounts and damages, costs and expenses (including reasonable attorneys' fees) arising out of any third party claim, suit or proceeding alleging that Customer's use of the Services in accordance with this Agreement of Use infringes a third party's United States copyright or patent issued as of the Effective Date. The foregoing obligations shall not apply with respect to a claim of infringement if such claim arises out of (i) Customer's use of infringing Customer Data (ii) use of the Services in combination with any software, hardware, network or system not supplied by Team Solutions where the alleged infringement relates to such combination, (iii) any modification or alteration of the Services other than by Team Solutions, (iv) Customer's continued use of the Services after Team Solutions notifies Customer to discontinue use because of an infringement claim, (v) use of open source software or (vi) Customer's violation of applicable law. If any claim which Team Solutions is obligated to defend has occurred, or in Team Solutions's determination is likely to occur, Team Solutions may, in its sole discretion and at its option and expense (a) obtain for Customer the right to use the allegedly infringing item, (b) substitute a functionality equivalent, non-infringing replacement for such item, (c) modify such item to make it non-infringing and functionally equivalent, or (d) terminate this Agreement  and refund to Customer any prepaid amounts attributable the period of time between the date Customer was unable to use the Services due to such claim and the remaining days in the then-current Subcription Term.

6.2. Indemnification by Customer. Customer, at its expense, will defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim, suit or proceeding (i) alleging that the Customer Data infringes any trade secret, trademark, copyright, or patent issued as of the Effective Date; or (ii) arising from occurrence of the conditions set forth in Section 6.1(i)-(vi) above.

7. Limitation of Liability

7.1. Nothing in this Agreement shall exclude or limit either party’s liability for: (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees; (b fraud or fraudulent misrepresentation; (c) breach of any implied condition as to title or quiet enjoyment; or (d) misuse of confidential information.

7.2. Save to the extent that this Agreement expressly states otherwise, nothing in this Agreement shall exclude or limit either party’s liability under Clause 7 (Indemnities).

7.3. Subject to Clauses 7.1 and 7.2, neither party shall be liable under this Agreement (whether in contract, tort or otherwise) for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this Agreement):

a. loss of actual or anticipated profits (including loss of profits on contracts);
b. loss of anticipated savings;
c. loss of business opportunity;
d. loss of reputation or damage to goodwill; and
e. special, indirect or consequential losses.

7.4. Subject to Clauses 7.1, 7.2 and 7.3, each party's liability under this Agreement (whether in contract, tort (including negligence) or otherwise) for any of the above losses whether in relation to liability arising from any given event or series of connected events, shall be limited to 125% of the total amount paid and payable by Customer under this Agreement in the 6 months immediately preceding the month in which the event (or first in a series of connected events) occurred.

8. Definitions

8.1. "Services" means the online, web-based strategic and operations management tools and technologies provided by Team Solutions via the URL “company-name”.teamguru.com or such other websites designated by Team Solutions, including: (a) all proprietary technology (software, hardware, processes, algorithms, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Team Solutions, its licensors and service providers used by Team Solutions to provide the Services, and (b) associated support and maintenance services, as may be applicable.

8.2. "Third Party Offerings" means services delivered or performed by third parties independently of Team Solutions related to the Services, or other online, web-based CRM, ERP, or other business application services, and any associated offline products provided by third parties, that interoperate with the Services.

8.3. "Users" means Customer's or its Affiliates' employees, consultants, contractors or agents who are authorized by Customer or its Affiliates to access and use the Services and who have been supplied user identifications and passwords for such purpose.

8.4. “Customer Data" means all data submitted, stored, posted, displayed, transmitted or otherwise used together with the Services.