THEREFORE Online Cloud Services Terms of Use EMEA region

These THEREFORE Online Cloud Services Terms of Use (“TOU”) are last updated on 16th July 2025.

 

These TOU set forth the conditions upon which you may access and use the Services you have purchased from a Reseller.

You may wish to save a copy of these TOU for your records.

In any event, THEREFORE (also “we”, “us”) may, in its sole discretion, modify or update these TOU from time to time, so you should review this page which you can find at https://therefore.net/online-tos/emea/ periodically. Changes are not retroactive; they apply only to new orders, services that do not expire and renewals. You accept the changes by placing new orders or continuing use after the change effective date or allowing transactions to renew after receipt of the change notice.

In order to be able to use the Services, you may be required to download certain THEREFORE Software licensed to you by us or third parties. THEREFORE Software is licensed to you under separate terms set out at the end of the document. By accepting these TOU, you also acknowledge and agree that you have read and agree to the terms of the EULAs.

Furthermore, the Services and such THEREFORE Software may be using Open Source Software which is licensed to you under their providers own terms.

Your access to and use of the Services is conditioned on your acceptance of and compliance with these TOU. By accepting these TOU, you represent and warrant that you are over the age of eighteen (18) and possess the legal capacity to bind yourself and your business organization or entity (“Company”) to these TOU. If you do not have the legal authority to bind the Company or you do not agree with these TOU, do not accept these TOU and do not use the Services.

With respect to Services to be provided to Company, Company shall be deemed to mean “Company or its Affiliates” as the context requires. The Affiliates receiving the Services under these TOU are bound by these TOU to the same extent as if such Affiliate were a signing party to these TOU and shall be separately liable for its own performance hereunder. Company shall procure that the Affiliate abides by these TOU.

These TOU are effective on the date of your acceptance of these TOU (the “Effective Date“). You may accept these TOU by clicking “I Agree” during the creation of your Account and thereby manifesting your consent to these terms and conditions. In any event, use of the Services shall imply and be deemed acceptance of these TOU.

THEREFORE’s address for notification is:

Post: Therefore Corporation GmbH, Wiener Strasse 2, 2340 Moedling, Austria.

E-Mail: customerservice@therefore.net

By accepting these TOU, you expressly agree to the collection, use, and disclosure of data as set forth in these TOU. You can find the THEREFORE Privacy and Cookies Policies at https://therefore.net (which are hereby incorporated by reference).

  1. DEFINITIONS

Account: The collection of key information identifying and defining your subscription for Services governed by these TOU created in accordance with Section 7 of these TOU.

Affiliate: with respect to a party, any other entity controlling, controlled by, or under common control with, such party, for only so long as such control exists. For these purposes, “control” shall refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, or (ii) the ownership, directly or indirectly, of more than 50 percent (50%) of the voting securities or other ownership interest of a person.

Business Day: any day which is not a Saturday, Sunday or public holiday in the country where THEREFORE provides the Services to you.

Charges: any fees and charges payable by you for the Services as agreed with your Reseller.

Customer Agreement: an agreement under which you acquire from a Reseller the right to use the Services.

Data: any data transmitted to the Website through automated or other means and whether converted or not in different formats in connection with or pursuant to your use of the Services.

Data Processing Agreement: the agreement attached as Appendix 1 to these TOU governing the circumstances and manner pursuant to which THEREFORE may process your Personal Data.

DORA Regulation means Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011.

End User License (or EULA): the licenses provided with THEREFORE Software allowing you to use the THEREFORE Software for the purpose of using the Services and set referred to in Appendix 2.

Intellectual Property Rights: all intellectual property rights recognized as such in any jurisdiction including (without limitation) any and all (a) patents, utility models trademarks, service marks, business and trade names and rights in domain names, logos, get up (including any and all goodwill associated with or attached to same) designs, copyrights, database rights; and (b) all similar or equivalent rights protecting inventions, discoveries, technology, know-how, trade secrets, expertise, methodologies or any creative, artistic or industrial works or information, together with all applications and rights to apply for registration of any such rights.

Order Form: the order form (if any) for provision of the Services to you in the Territory and which establishes the specific Services, including number of user subscriptions and the Term .

Open Source Software (OSS): free and open software available under various types of licences and which is used in the development of the Services and THEREFORE Software. OSS used in the Services and THEREFORE Software is set out in Appendix 3.

Personal Data: any information relating to an identified or identifiable natural person inputted by you (or delivered to the Website defined below by automated or other procedures for the purpose of using the Services or facilitating your use of the Services); an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.

Reseller: Canon Europa NV, any of its fully owned subsidiaries or any of their authorized dealers in the Territory.

Services: a range of cloud-based document management solutions designed to manage customer’s document management and workflow known as THEREFORE Online cloud services as more particularly described in the THEREFORE Online Help. The Services will be hosted regionally on a flexible and secure platform made up from time to time of the use of THEREFORE Software and any of the following as requested by you.  THEREFORE Online cloud service is available through a variety  of paid subscription models available from your Reseller. Services may be amended, modified, added or withdrawn by us. When a Service is modified this will not denigrate its functionality or security features. When a paid Service is withdrawn at least a 6-month notice period will be given.

THEREFORE Software: available software modules provided under these TOU and the corresponding EULAs, installed on your local systems or personal computer in order for you to use the Services (and for such use only).

Territory: Europe (including the United Kingdom), Middle East and Africa.

Term: the duration of the Services as set out in the relevant Order Form or as otherwise agreed and any renewal periods specified therein or purchased afterwards by you from your Reseller.

Third Party Services: the third-party services provided by third party providers under separate terms where it may be possible to link to or from the Services and for which THEREFORE does not control nor bears any responsibility.

You or you: the Company that purchases the use of Services by means of a Customer Agreement, and, as the context requires the person acting on behalf of such Company.

Website: the Services which you may access through https://www.therefore.net and its online supporting environment (or such other website that THEREFORE may use to provide the Services).

  1. Clause headings shall not affect the interpretation of these TOU.
  2. Reference to person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
  3. Reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  4. Words in the singular shall include the plural and vice versa.
  5. A reference to one gender shall include a reference to the other gender.
  6. A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
  7. A reference to writing or written includes e-mail.

 

  1. TERM

Subject to THEREFORE’s suspension and termination rights, these TOU and your right to use the Services are valid for the Term. These TOU may also be referenced for any purchase that increases the quantity of the original Services ordered (additional users or devices), for any additional cloud services options offered by THEREFORE or the Reseller for the original Services ordered and for any renewal of the Services period of the original Order Form.

  1. ACCESS TO AND USE OF THE SERVICES

You may use the Services by accessing the Website and only in compliance these TOU and all (i) local, state, national, and international laws, statutes, rules, regulations applicable to you, or any Data collected or otherwise processed by you; (ii) judicial, governmental, or administrative order, judgement, decree or ruling or enforceable requirements of any industry self-regulatory body; and (iii) enforceable regulatory and binding guidance and written or authoritative interpretation of any of the foregoing by a regulatory body (collectively, “Laws”).

Subject to these TOU, you are permitted to access and use the functions and features of the Services made available to you by THEREFORE under your subscription to the Services on a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable basis, solely for your own use in conjunction with THEREFORE Software licensed in accordance with the corresponding EULA and only for your internal business purposes. Certain functions and features may be subject to additional terms and conditions at the time when they are enabled.

THEREFORE reserves all rights not expressly granted herein in and to the Services, and other than as expressly set forth herein, nothing in these TOU shall be construed as granting or transferring any Intellectual Property Right to you.

(ii) using the Services, you may wish to access Third Party Services operated by any third party providers, access third party websites or use connectors which you agree to do at your own risk and responsibility. THEREFORE does not have control over such Third Party Services or websites of third parties and shall not be responsible for such Third Party Services or websites of third parties. THEREFORE does not review, warrant or make representations about such Third Party Services or websites of third parties, any information, software, products, services or materials found there, or any results that may be obtained from using them.

Your access to the Third Party Services for use of the Services may require an account for the Third Party Services or additional software. You shall be responsible for acquiring such account, downloading any software and bearing any and all costs associated with such acts. The Third Party Services have their own terms of use which are applied to your use of those services and which you must agree in order to use the Third Party Services.

To enable THEREFORE to provide you with the Services, you acknowledge and agree that, THEREFORE may need to process certain Data and Personal Data for the Term.

To the extent that both THEREFORE and the Third Party Service providers process your Data and Personal Data, e.g. if the service from such a third party needs an interface to the THEREFORE Services then we both are appointed as and authorized to be independent processors by you which means that each processor is legally detached from the service of the other processor and only has to fulfil its obligations laid down in the respective contract.

THEREFORE or its third party providers may make changes or updates to the Services (such as infrastructure, security, technical configurations, application features, etc.) during the Term, including to reflect changes in technology, industry practices and patterns of system use. You are required to accept all patches, bug fixes, updates, maintenance and service packs (collectively “Patches”) (if any) necessary for the proper function and security of the Services, including for the THEREFORE Software. You acknowledge that in the event of a technical issue you shall first contact the Reseller that sold the Services to you.

THEREFORE may temporarily suspend your password, Account, and access to or use of the Services if you violate any provision of these TOU, or if in THEREFORE’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality.

Where you accept these TOU on behalf of a Company, you:

  1. agree that any restrictions and obligations contained herein also include the obligation to procure that other users within the Company comply with such restrictions and obligations; and
  2. undertake and agree that:
    1. the maximum number of users or devices that you authorize to access and use the Services shall not exceed the number of user or device subscriptions as set out in the Order Form;
    2. in case of Services requiring paid user subscriptions, you will not allow or suffer any user subscription to be used by more than one user;
    3. in case of Services requiring paid user subscriptions, you will ensure that each user shall keep a secure password for his use of the Services, that such password shall be changed frequently (it is recommended that it is changed at least monthly) and that each user shall keep his password confidential;
    4. in case of Services requiring paid user subscriptions, you shall maintain an up to date list of current users and provide such list to THEREFORE promptly of THEREFORE’s request.

 

  1. RESTRICTIONS

To the fullest extent permitted by applicable statutory law, you and your end users may not:

  1. reverse engineer, decompile, or disassemble the Services, the THEREFORE Software (or any portion thereof);
  2. modify, create derivative works from, distribute, transmit, transfer, license, sublicense, sell, market, or lease any portion of the Services, the THEREFORE Software or any information made available through or contained within the Services (excluding your Data and reports and other documents prepared by you for internal use);
  3. use any or all of the Services for third-party training, commercial time-sharing or service bureau use;
  4. use the Services for any illegal or unauthorized purpose, including without limitation any purpose in violation of any Laws in THEREFORE’s or your jurisdiction or any other applicable jurisdiction;
  5. interrupt or attempt to interrupt operation of the Services in any way;
  6. remove or obscure any trademark symbols, copyright notices, or other Intellectual Property Rights notices in the Services or the THEREFORE Software;
  7. use or provide log-in credentials of any other users of the Services;
  8. spam, interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services or attempt to do so;
  9. take any action that imposes, or may impose, as determined in THEREFORE’s sole discretion, an unreasonable or disproportionately large load on its infrastructure for the Services having regard to the business of the customer;
  10. upload viruses, worms, or other software agents or malware through the Services;
  11. bypass the measures used to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any Data or Personal Data or enforce limitations on use of the Services or the Data or Personal Data therein;
  12. use the Services in, or in connection with, hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation, communication, or control systems, direct life support machines, weapons systems, or other uses in which failure of the Services could lead directly to death, personal injury, or severe physical or environmental damage;
  13. use the Services in any way resulting to the violation of the rights of others;
  14. use of the Services for any purpose not expressly permitted by these TOU;
  15. For the avoidance of doubt, these restrictions apply to any Services you perform on your local machine, including local testing, in addition to Services made available online.

 

  1. OWNERSHIP RIGHTS

THEREFORE and its licensors retain all of their respective right, title and interest in and to the Services (including software used to provide these), and all Intellectual Property Rights in and any derivative works of the foregoing. Except as expressly provided herein, nothing in these TOU shall be deemed to create a license in or under any such Intellectual Property Rights.

You retain all right, title and interest in and to your Data, Personal Data and any Intellectual Property Rights in or to the foregoing. You are responsible for archiving and backing any Data or Personal Data you wish to keep.

  1. CONFIDENTIAL INFORMATION

The Services and the THEREFORE Software or other software used in the Services contain confidential and/or proprietary information of THEREFORE and/or its licensors. You shall not use the Services or other information received from THEREFORE relating thereto, except to the extent expressly permitted herein. You will not disclose the Services or such information to any third party, except to the extent expressly permitted herein; provided, however, that such non-disclosure obligation will not apply to such information that is already in the public domain or which becomes part of the public domain through no wrongful act of you or any third party.

In the event THEREFORE receives your confidential information as a consequence of providing the Services to you then the provisions of this Section shall apply and protect such confidential information. For the avoidance of doubt, transmission of Data and Personal Data for processing pursuant to the Services does not constitute disclosure as referenced herein.

You acknowledge that a breach of this Section 6 of these TOU would cause substantial harm to THEREFORE that could not be remedied by payment of damages alone. Accordingly, THEREFORE will be entitled to seek preliminary, temporary and permanent injunctive relief, and other equitable relief, for any such breach, without any requirement to prove damages.

  1. YOUR ACCOUNT

You may register for an Account in order to access and use the Services.

Upon creation of an Account and after THEREFORE accepts an order for Services from a Reseller for your use of the Services. An automatic email will be sent to the root administrator of your Account with instructions to login for the use of the Account. Further steps are then automatically generated on how to change the password and make the required acceptance of these TOU.

You are solely responsible for (i) following the instructions for the correct setting up of the various tenants based on your requirements; (ii) setting permissions, allocating privileges and external users’ rights and (iii) generally the activity that occurs on your Account and for keeping your Account password(s) secure. You agree to not solicit the password of another user of your Company, or otherwise act in a way that interferes with other users’ use of the Services. THEREFORE encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account.

You shall promptly notify THEREFORE of any possible security breach or misuse related to your Account.

THEREFORE cannot guarantee that unauthorized third parties will never be able to breach THEREFORE’s and its third party providers’ security measures. You must notify THEREFORE immediately of any breach of security or unauthorized use of your Account. THEREFORE will not be liable for any losses caused by any unauthorized use of your Account, and you acknowledge that you use the Services at your own risk.

  1. PAID SERVICES

Any use of the Services is subject to the payment of all Charges agreed with your Reseller and THEREFORE’s suspension rights as set out in Section 3 above and Sections 15 below. You agree to pay all Charges as agreed with your Reseller, with THEREFORE being a third-party beneficiary. THEREFORE may add new Services upon Company request for additional Charges at any time. THEREFORE may change fees and charges for existing Services, at any time to be effective with respect to a renewal Term, and such changed fees and charges may affect the Charges from your Reseller during any renewal Term immediately following the then-current Term.

You acknowledge and agree that billing and Services use data (which may include but not be limited to meter data, Company name, number of users, number of devices but no data content) may be shared with Third Party Services providers for the purpose of allowing Charges to be billed for the Services and for improvement of the Services provided to you.

  1. BETA/TRIALS

You acknowledge and agree that certain products and services may be made available to Reseller and select THEREFORE customers on a beta or trial basis. You acknowledge and agree that such beta products and services may contain bugs, defects, and errors, and that such products and services are not expected to function fully when made available to you. If such products and services are made available to you and you agree to use them, you understand that you are being offered the opportunity in exchange for, among other things, your evaluation of such beta products and services, including but not limited to, feedback on how such products and services may be improved, and a positive reference in a form to be agreed upon should the products and services satisfy your needs. Any feedback offered following a beta/trial use shall be confidential information of THEREFORE and all rights including all Intellectual Property Rights in such feedback shall automatically upon creation belong to THEREFORE. You further agree that THEREFORE may use results and information from the trials such as Company name, statistics and number of devices. You will generally be notified at regular intervals before your trial is due to expire. If you do not purchase paid Services upon expiration of the trial you will not be able to continue to use the Services.

  1. YOUR DATA AND PERSONAL DATA

You are solely responsible for the content of all Personal Data and for the decisions you make regarding your Data and Personal Data, including determining whether you have the right to provide, publish, or transmit, directly or indirectly, all such Data and Personal Data using the Services. THEREFORE does not and will not assume any obligations with respect to Personal Data other than as expressly set forth in these TOU and its Appendix 1 (Data Processing Agreement) or as required by mandatory applicable law. In connection with your use of the Services, you hereby represent and warrant that:

  1. you have all necessary rights to provide the Data and any Personal Data to THEREFORE for the Services; and
  2. THEREFORE’s use of your Data and Personal Data as contemplated under these TOU will comply with all Laws, and not violate any rights of any third party, including without limitation Intellectual Property Rights.

THEREFORE does not use Data except as stated in these TOU. If you provide any Data to THEREFORE, you are responsible for providing any notices and/or obtaining any consents necessary for THEREFORE to access, use, retain and transfer such data.

You hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to THEREFORE, a royalty-free, transferable, non-exclusive, worldwide license in connection with the Services to host, transmit, distribute, modify, reproduce, display, archive, analyze, use, execute and otherwise perform all operations on your Data and/or Personal Data as reasonably necessary to perform the Services. The rights and licenses granted to THEREFORE under these TOU, including this Section 10, shall extend to third party providers and other contractors exercising such rights and licenses on THEREFORE’s behalf.

  1. PERSONAL DATA PROCESSING

THEREFORE will only use and process Personal Data you provide:

  1. To provide Services and to fix issues: services data may be accessed and used to perform services under your order for support, consulting, cloud or other services and to confirm your compliance with the terms of your order. This may include testing and applying new product or system versions, patches, updates and upgrades; monitoring and testing system use and performance; and resolving bugs and other issues you have reported to THEREFORE. Any copies of services data created for these purposes are only maintained for periods relevant to those purposes and
  2. As a result of legal requirements: THEREFORE may be required to retain or provide access to services data to comply with legally mandated reporting, disclosure or other legal process requirements.

As between you and THEREFORE, you retain all rights to the Personal Data and you are the data controller while THEREFORE is the data processor acting on your behalf and your instructions. You control access to Personal Data by your end users; end users should direct any requests related to their personal information to you. THEREFORE will only use the Personal Data as you direct, with your permission to provide the Services and in accordance with applicable laws.

Duration of the processing is for the Term and the purpose is the performance of the Services.

THEREFORE shall allow you to correct, amend and delete any Personal Data upon request of the appropriate authorized person.

Without limiting the foregoing, in connection with any Personal Data, you further hereby represent and warrant that:

  1. you have obtained all necessary consents and permissions to provide such Personal Data to THEREFORE;
  2. your provision of any Personal Data and THEREFORE’s use thereof as provided under these TOU does not and will not violate any (a) Laws, including without limitation any data protection legislation, (b) any rights of privacy, Intellectual Property Rights or other third-party rights.

Agreements have been concluded with our Sub-processors that storage of any Personal Data shall only be on servers located in European Union. However, in very rare cases, access or transfer outside the region may be required in order to allow for provision of support and enable the provision of the Services or part thereof, in which case, you hereby expressly agree to such transfer. THEREFORE has in place data practices designed to provide that Personal Data is appropriately protected.

  1. DATA SECURITY AND SECURITY BREACH

As set forth in Appendix 1 hereto, THEREFORE will implement and maintain commercially reasonable administrative, physical, and technical safeguards reasonably designed to prevent unauthorized use, access, processing, destruction, loss, alteration, or disclosure of your Data and Personal Data. THEREFORE security policies cover the management of security for both its internal operations as well as the Services.

THEREFORE will use commercially reasonable efforts to notify you following discovery of a breach or compromise of the security, confidentiality, or integrity of your Data or Personal Data in connection with the Services and to take steps to mitigate the effects and minimize any damage resulting from a security breach. More information about the security provisions is set out in Appendix 1.

  1. AUDIT

During the Term and for one (1) year thereafter, THEREFORE or a third party on its behalf may, at its expense and during your regular business hours, audit your compliance with these TOU. If any such audit reveals any noncompliance by you with such terms and conditions, you will, in addition to any other remedies available to THEREFORE under these TOU, applicable Law, or otherwise, reimburse THEREFORE for the full cost of such audit. If use not authorized by these TOU are found or reasonably alleged by THEREFORE, then: (a) you agree to immediately cease such use immediately upon receipt of THEREFORE’s written notification; and (b) THEREFORE may, at its discretion, suspend or terminate your use of the Service effective immediately and without liability.

  1. DORA REGULATION

In case you are an entity listed in Art. 2 of the DORA Regulation and you purchase the use of the Services form a Reseller to perform critical or important function as defined in Art. 3 para (22) of the DORA Regulation within your operation, we offer to enter into an addendum to these TOU with you as set out in Annex 4. Such addendum adds to these TOU the clauses necessary to satisfy the applicable rules under the DORA Regulation.

In case you are an entity listed in Art. 2 of the DORA Regulation and you purchase the use of the Services form a Reseller to perform function other than critical or important function as defined in Art. 3 para (22) of the DORA Regulation within your operation, we offer to enter into an addendum to these TOU with you as set out in Annex 5. Such addendum adds to these TOU the clauses necessary to satisfy the applicable rules under the DORA Regulation.

You can accept the offer to enter into the relevant agreement with us by following the link provided in Annex 4 or 5 and take steps indicated when following the respective link.

 

  1. SUSPENSION TERM AND TERMINATION

THEREFORE shall have the right to suspend all Services immediately (without prejudice to termination rights or any other right or remedy) if:

  1. an event giving THEREFORE a right to termination occurs;
  2. if THEREFORE is notified that you have failed to pay any Charges when they fall due;
  3. if THEREFORE (or its third party providers) reasonably believes that suspension of the Services is necessary to protect its customers, data or the integrity of the Service (for example in the event of a denial of service attack).

When THEREFORE is entitled to suspend Services under the clause above, you will be unable to access your Data during suspension of Services.

In the event that a party commits a breach of its obligations under these TOU and fails to cure that breach within thirty (30) days after receiving written notice thereof, the other party may terminate the use of the Services immediately upon written notice to the party in breach. Upon termination or expiration of your right to use the Services or the Customer Agreement, your Account, or your subscription, you shall immediately cease all use of the Services and all amounts due to THEREFORE under the Customer Agreement or these TOU for Services provided by THEREFORE prior to the effective date of termination shall become immediately due and payable.

  1. LIMITED WARRANTY

During the Term, the Services will be provided with reasonable commercial care and skills, in accordance with “Good Industry Practice” (which means the standards that fall within the upper quartile of a skilled and experienced provider of business-critical managed services similar or identical to the THEREFORE Services, having regard to factors such as the nature and size of the parties, the service level arrangements, the term, the pricing structure and any other relevant factors) and THEREFORE will take commercially reasonable precautions against viruses and malicious attacks.

WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK. THE ENTIRE RISK OF USING THE SERVICES

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND THEREFORE SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. NEITHER THEREFORE OR ANY RESELLER MAKES ANY GUARANTEES AS TO THE ACCURACY OR RELIABILITY OF THE SERVICES OR THEREFORE SOFTWARE FOR ANY PURPOSE. IF YOU CHOOSE TO ACCESS THE SERVICES, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. YOU MAY NOT USE OR EXPORT THE SERVICES OR THEREFORE SOFTWARE IN VIOLATION OF US OR FOREIGN EXPORT OR IMPORT LAWS.

YOU AGREE AND ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WILL NOT OCCUR.

 

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THEREFORE, ANY RESELLER, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT DAMAGES ARISING UNDER OR RELATING TO THESE TOU OR RESULTING FROM THEREFORE’S PROVISION OF OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR THEREFORE SOFTWARE (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) IN AN AMOUNT EXCEEDING THE FEES PAID BY YOU FOR THE SERVICES THAT WERE THE SUBJECT OF SUCH CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE APPLICABLE CAUSE OF ACTION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THEREFORE, ANY RESELLER, AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE THE SERVICES OR THE THEREFORE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SAVE AS OTHERWISE EXPRESSLY STATED IN THESE TOU, NEITHER THEREFORE NOR ANY RESELLER ASSUMES ANY LIABILITY OR RESPONSIBILITY FOR ANY (I) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVICES OR THEREFORE SOFTWARE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR THEREFORE SOFTWARE; (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES OR THEREFORE SOFTWARE BY ANY THIRD PARTY; (IV) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA PROVIDED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES OR THEREFORE SOFTWARE; AND/OR (V) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THIS SECTION (LIMITATION OF LIABILITY) APPLIES WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY OR BASIS, AND EVEN IF THEREFORE, ANY RESELLER, AND THEIR RESPECTIVE AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR DAMAGES.

  1. INDEMNIFICATION

Subject to the provisions of Section 17 above, which in this Section, will apply for the benefit of both parties, in the event (i) you receive a third party claim (“Claim”) that the Services used in accordance with their documentation and these TOU or (ii) THEREFORE receives a third party claim that the Services, used by you contrary to the documentation and these TOU, infringe the Intellectual Property Rights of such third party, the party receiving such Claim shall be indemnified by the other party against all reasonable legal costs and expenses (supported by receipts or valid documentary evidence) arising from or incurred as a result of such Claim; and any direct damages arising out of a final judgment or settlement, provided that it gives the other party: (x) prompt written notice of the Claim, (y) full information and reasonable cooperation in connection with the defense and/or settlement of the Claim (at your expense) and (z) full (and sole) authority to defend or settle the claim or suit, provided that such other party may participate with counsel of its own choosing at its own expense and further provided that any portion of any settlement or compromise which constitutes an admission or requires contribution from such other party shall be subject to the prior written approval of such other party. Notwithstanding the foregoing, failure to so notify you shall not diminish indemnity obligations hereunder except to the extent such failure or any delay actually prejudices defense of such matter.

THEREFORE shall not be responsible under this Section 18 to the extent that the infringement claim arises out of (a) any unauthorised addition to or modification of the Services; or (b) any combination of the Services with other software or devices not developed and provided by THEREFORE or any of its Resellers; or (c) any use modification or other change made on instructions by you or a third party on your behalf.

If any infringement claim within the scope of this Section 18 is brought against you, or if in THEREFORE’s opinion the Services are likely to become a subject of such a claim of infringement, THEREFORE shall be entitled at its option: (x) to procure for you the right to continue the use of the Services (y) to replace or modify the Services so as not to infringe such third party’s rights while conforming, as closely as possible to the original specifications or (z) to terminate the use of the Services subject to reasonable portion of Services fees being refunded after having taken into account the use of the Services.

  1. FEDERAL GOVERNMENT END-USE

If the Services being offered are licensed to the United States government or any agency thereof: the Services, including any related technical data, software or accompanying documentation, are “commercial items” as defined in 48 C.F.R. §2.101, and includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The use, duplication, reproduction, release, modification, disclosure or transfer of the Services and any technical data or documentation relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-1, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202-1 through §227.7202-4, as applicable. The commercial items, commercial computer software and commercial computer software documentation are being licensed to U.S. Government end users (i) only as commercial items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. This is in lieu of, and supersedes, any other Federal Acquisition Regulation (“FAR”), the Defense FAR Supplement (“DFAR”), or other agency supplemental clause or provision that addresses Government rights in computer software or technical data. Any use, reproduction, release, performance, display or disclosure of the Services and/or any related technical data or accompanying documentation by or for the U.S. Government will be governed solely by the terms of these TOU, to the extent permitted by law.

  1. EXPORT COMPLIANCE

The Services and confidential information of THEREFORE provided or used under these TOU may be subject to U.S. export and import control Laws and the trade Laws of other countries. You agree to comply with all export and import control Laws and to obtain any required licenses or classification to export, re-export or import the Services and any confidential information or other technical information provided by THEREFORE. You agree not to export or re-export to entities on the current U.S. export exclusion lists or to any embargoed or terrorist countries as specified in the U.S. export Laws or control Laws of other countries. You will not use the Services for prohibited nuclear, missile, or chemical biological weaponry end uses. THEREFORE assumes no responsibility for your failure to obtain any necessary export approvals or for your violation of any export or import control Laws.

  1. APPLICABLE LAW; DISPUTE RESOLUTION

Choice of Law. These TOU shall be governed by and construed as set out below without giving effect to conflicts of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

  1. JURISDICTION

Any action arising out of or relating to these TOU may be brought only before any court of competent jurisdiction located in England, in accordance with the English laws and you consent to the exclusive jurisdiction and venue of such courts and waive any objections of improper venue or inconvenient forum. Notwithstanding the foregoing, THEREFORE may initiate litigation in any court of competent jurisdiction seeking any remedy in equity, including the issuance of a preliminary, temporary or permanent injunction, or to specifically enforce its rights under these TOU.

  1. OTHER PROVISIONS

 

  1. These TOU, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by THEREFORE without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
  2. THEREFORE shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes, or any other causes that are beyond the reasonable control of THEREFORE. You acknowledge that events beyond THEREFORE’s control may affect, limit or prevent the use or access to the Services.
  3. THEREFORE may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on THEREFORE’s website, as determined by THEREFORE in its sole discretion. THEREFORE reserves the right to determine the form and means of providing notifications to its customers.
  4. In the event that any provision of these TOU shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of these TOU.
  5. No waiver of any term of these TOU shall be deemed a further or continuing waiver of such term or any other term, and THEREFORE’s failure to assert any right or provision under these TOU shall not constitute a waiver of such right or provision.
  6. These TOU, together with the applicable Order Form, the privacy policy or other terms and conditions of Services set forth at the Website, and all amendments, and any additional agreements you may enter into with THEREFORE in connection with the Services constitute the entire agreement between you and THEREFORE concerning the Services and govern your use of the Services, superseding any prior agreements (including, but not limited to, any prior versions of these TOU.
  7. If you have entered into an arrangement with certain identity management providers (“Provider”) for the management of the identity of your users (“ID Service”) and you would like your users to be able to use the ID Service when they login to use the Services, you hereby:
    • authorize THEREFORE to link with the ID Service; and authorize THEREFORE and Provider to exchange certain Personal Data relating between the ID Service and Service; and
    • represent and warrant that you:
      • have the authority to allow this linking and exchange of Personal Data,
      • have and will obtain consents and/or authorizations from data subjects and/or Provider for this exchange and use of Personal Data, if required by applicable law,
      • have and will provide accurate and appropriate notices to data subjects and/or Providers regarding this exchange and use of customer data, if required by applicable law.

This Authorization: (i) shall be binding upon you and your successors, assigns and transferees by operation of law; (ii) shall be made and construed in accordance with the laws of the jurisdiction by which these TOU are governed, without regard to conflicts of laws principles.

For any question, concerns, or comments about these TOU, or for more information, please contact THEREFORE at the details set out at the beginning of these TOU.

 

 

APPENDIX 1

Data Processing Agreement (Software as a Service)

This data processing agreement (the “Data Processing Agreement”) forms part of the TOU (the “Agreement”) and is entered into between THEREFORE and the entity that accepts the TOU (“Customer”) – together the “Parties”.

  1. DEFINITIONS

Unless otherwise defined herein, all capitalized terms shall have the same meaning as in the Agreement.

“Data Protection Legislation” means the General Data Protection Regulation and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction, including, where applicable, the guidance and codes of practice issued by supervisory authorities;

“General Data Protection Regulation” or “GDPR” means the General Data Protection Regulation (EU) 2016/679;

“Security Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;

“Services” means the THEREFORE Online cloud services as further defined in the Agreement;

“Standard Contractual Clauses” means:

(i) in relation to EU personal data, the Standard Contractual Clauses for Data Processors established in third countries pursuant to Commission Implementing Decision (EU) 2021/914/EU (“EU SCCs), as currently available at here (https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32021D0914) (or any subsequent version thereof released by the European Commission; the latest version shall automatically apply);

(ii) in relation to UK personal data, the International Data Transfer Addendum to the EU SCCs, issued by the Information Commissioner and laid before Parliament in accordance with s.119A of the UK Data Protection Act 2018; and

(iii) in relation to Swiss personal data, the EU SCCs subject to the following modifications (a) The term “member state” according to clause 18 (c) of the EU SCCs shall not be interpreted in such a way that data subjects in Switzerland are excluded from exercising their rights, if any, at their place of habitual residence; (b) The supervisory authority pursuant to clause 13 of the EU SCCs is the Swiss Federal Data Protection and Information Commissioner; (c) The law applicable to the EU SCCs pursuant to clause 17 of the EU SCCs shall be Swiss law; (d) The place of jurisdiction under clause 18 (b) of the EU SCCs shall be the courts of the city of Zurich; (e) Where the EU SCCs include references to the GDPR, such references shall be understood as references to the Swiss Federal Act on Data Protection (“FADP”); and (f) The term “personal data” also includes data relating to legal entities, if and as long as they are protected under the FADP.

where clause 5 refers to the requirement for Standard Contractual Clauses in relation to personal data transfers to third countries not subject to an adequacy decision of the European Commission (in relation to EU personal data), it shall also refer to countries which are not subject to adequacy decisions under the UK Data Protection Act 2018 or the Swiss Federal Act on Data Protection (to the extent applicable, and with the respective Standard Contractual Clauses applied); and

“data controller”, “data processor”, “data subject”, “personal data” and “processing” shall be interpreted in accordance with the General Data Protection Regulation.

  1. GENERAL
    1. This Data Processing Agreement shall apply to the extent THEREFORE is processing in the course of providing the Services personal data on behalf of the Customer within the meaning of Art. 4 No. 2 and Art. 28 GDPR.
    2. This Data Processing Agreement serves as a data processing agreement between THEREFORE and each data controller providing personal data under the Agreement with view to the personal data that THEREFORE processes in the course of providing the Services. For the avoidance of doubt, any use of the Services by a data controller which is not the entity accepting these terms is at the respective data controllers´ own risk with respect to the laws applicable in the country in which the other data controller is located. The parties also agree that China is out of scope of this Agreement.
    3. The Parties agree that the Customer and the Customer Affiliates covered by the Agreement are the data controllers and THEREFORE is the data processor in relation to the personal data that THEREFORE processes in the course of providing the Services.

 

  1. PERSONAL DATA PROCESSING
    1. The subject-matter of the data processing is the performance of the Services and the processing will be carried out for the duration of the Agreement. The obligations and rights of the Customer and Customer Affiliates are as set out in this Data processing Agreement. Schedule 1 of this Data Processing Agreement sets out the nature and purpose of the processing, the types of personal data the THEREFORE processes and the categories of data subjects whose personal data is processed.
    2. Customer shall be solely responsible for compliance with applicable Data Protection Laws with view to the processing that takes place under this Data Processing Agreement, in particular that Personal Data is disclosed to THEREFORE and that personal data is processed by THEREFORE on behalf of Customer.
    3. To the extent Affiliates of the Customer are also covered by the Services under the Agreement and Customer acts in this respect on behalf of and in the name of its Affiliates (Data Controllers).
    4. Customer will serve as a single point of contact for THEREFORE (THEREFORE may refuse any instructions provided directly by a Data Controller that is not the Customer).
    5. Customer is solely responsible for the coordination, submission and assessment of any instructions of Data Controllers that are not the Customer to THEREFORE.
    6. Customer warrants to THEREFORE that its instructions, including appointment of THEREFORE as a Data Processor or Subprocessor, have been authorized by the relevant Affiliate/Data Controller.
    7. When THEREFORE processes personal data in the course of providing the Services, THEREFORE shall, notwithstanding anything to the contrary in this Agreement:
      1. process the personal data only in accordance with written instructions from the Customer on its own behalf or on behalf of its Affiliate in case they are covered by the Agreement as set out exclusively in the Agreement and this Data Processing Agreement and THEREFORE will not use or disclose the personal data for its own purposes except where expressly permitted by Article 28 (3) (a) GDPR. If THEREFORE is required to process the personal data for any other purpose by European Union or Member State law to which THEREFORE is subject, THEREFORE shall inform the Customer and the relevant Customer Affiliate via the Customer of this requirement before the processing, unless that law prohibits this on important grounds of public interest. Any additional or alternate instructions must be agreed to according to the process for amending the Agreement.
      2. be responsible for complying with all Data Protection Laws applicable to its provision of the Services in its role as Data Processor (for the avoidance of doubt, THEREFORE shall not be responsible for compliance with any laws applicable to the Customer or the Customer’s industry that are not generally applicable to information data processors).
      3. notify the Customer and the relevant Affiliate via the Customer immediately if, in the THEREFORE’s opinion, an instruction for the processing of personal data given by the Customer or the relevant Affiliate infringes applicable Data Protection Legislation (without any obligation to perform a legal assessment when providing the Services). In that case THEREFORE is entitled to suspend the performance of the respective instruction until Customer confirms it lawfulness or modifies such instruction;
      4. securely store the Personal Information:

(1) in transit, by encrypting data according to industry-standard protocols. TLS 1.2 is the default and enforced security protocol for all THEREFORE Online deployments and the components involved in the solution;

(2) at rest, encrypted and decrypted transparently using 256-bit AES encryption; and

(3) on network servers set up for Geo-Redundant Storage (GRS). Storage locations

  1. implement and maintain appropriate technical and organizational measures to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of the personal data and having regard to the nature of the personal data which is to be protected. The measures to be taken under this Data Processing Agreement are set out in Schedule 2 to this Data Processing Agreement. Customer understands and agrees that these measures are subject to technical progress and development and THEREFORE shall be able to implement adequate alternative measures as long as the general security level described in Schedule 2 of this Data Processing Agreement is maintained (and not lowered);
  2. at least once per year audit the security of the computers and system environment that it uses for the processing of personal data when providing the Services. Customer acknowledges that THEREFORE is regularly audited against security standards by independent third-party auditors.
  3. ensure that access to the personal data is limited to personnel that requires such access to provide Services under the Agreement and personnel required to access the personal data have committed to keep personal data confidential and comply with the obligations set out in this clause and that these confidentiality obligations survive the termination of their engagements or are under an appropriate statutory obligation of confidentiality;
  4. support Customer in a manner consistent with the functionality of the Services and THEREFORE’s role as a data processor and to the extent reasonably possible for THEREFORE (and only where Customer cannot do so without THEREFORE’s assistance):
    • in fulfilling data subjects’ requests and claims, as detailed in chapter III of the GDPR; and
    • assist the Customer and the Customer Affiliate via the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (taking into account the nature of the processing and the information available to THEREFORE and provided that this support does not result in any breach of THEREFORE’s confidentiality obligations towards third parties).
  5. notify Customer, without undue delay, if THEREFORE becomes aware a Security Breach within its scope of responsibility. THEREFORE shall implement the measures necessary for securing personal data and for mitigating potential negative consequences for the data subject; THEREFORE shall coordinate such efforts with Customer without undue delay;
  6. notify to Customer the point of contact for any issues related to data protection arising out of or in connection with the Agreement;
  7. at the end of the Services upon the Customer’s request, securely destroy or return personal data to the Customer and delete existing copies (unless European Union or Member State law requires storage of the personal data);
  1. Customer shall (i) without undue delay notify THEREFORE of any defect or irregularity in terms of data protection compliance when providing the Services and (ii) notify to THEREFORE the point of contact for any issues related to data protection arising out of or in connection with the Agreement, and (iii) reasonably support THEREFORE in defending possible claims asserted by data subjects against THEREFORE or its Affiliates in accordance with Article 82 GDPR.

 

  1. SUB-PROCESSING
    1. Customer (also on behalf of its Affiliates that are covered by this Data Processing Agreement) authorizes THEREFORE to engage Affiliates and third parties to provide the Services and to process personal data as Sub(sub-)processors. This authorization constitutes the Customer’s (and its Affiliates) prior written consent to the subprocessing as required under applicable Data Protection Legislation. A list of the current Subprocessors used to provide the Service is attached to this a Data Processing Agreement as Schedule 3. All these Subprocessors will be permitted to process personal data of the Customer (or its Affiliates) only to deliver the Services under the Agreement (unless otherwise stipulated under this Data Processing Agreement).
    2. Subprocessors that are engaged by THEREFORE for the provision of the Services shall be subject to written terms with THEREFORE that are no less protective than this Data Processing Agreement. Before engaging a third party as Subprocessor, THEREFORE must evaluate the reliability and competence of this Subprocessor with view to the respective data processing operations that should be performed by the Subprocessor (if available based on respective certifications).
    3. THEREFORE shall, prior to the use or replacement of Subprocessors with at least 30 days prior notice, inform Customer thereof. Customer shall be entitled to reasonably contradict any change notified by THEREFORE within 30 days upon receipt of the Customer’s notice and for materially important reasons. The parties will then discuss possible resolutions within 30 days (but without any obligation for THEREFORE to implement resolutions suggested by Customer) (“Resolution Period”). Where a materially important reason for such contradiction still exists, and the parties are failing to conclude on an amicable resolution of this matter, Company shall be entitled to terminate the Agreement upon 14 days written notice after the Resolution Period has ended. Where Customer fails to contradict such change within such period of time, Customer shall be deemed to have consented to such change. The Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated services. No other claims of the Customer against THEREFORE may be based on reason of such termination.
    4. For the avoidance of doubt, where a Subprocessor fails to fulfill its obligations under any subprocessing agreement or any applicable Data Protection Legislation, THEREFORE will remain fully liable to the Customer for the fulfillment of the THEREFORE’s obligations under this Agreement.
    5. For the avoidance of doubt, the authorization in section 4 (a) under this Data Processing Agreement is not required in cases where THEREFORE or Subprocessors subcontracts ancillary services from third parties which are not specific to the provision of the services under the Agreement. Such ancillary services shall, for example, include (but not be limited to) general infrastructure services like telecommunications services or facility management services. THEREFORE and Subprocessors shall nevertheless conclude, with such third parties, agreements necessary to ensure applicable data protection standards.

 

  1. THIRD COUNTRY TRANSFER
    1. In case the processing will be undertaken in a third country, this will be notified to Customer (for the current list of Subprocessors please see Schedule 3). Each and every transfer of data to a country which is not a Member State of either the European Union or the European Economic Area shall only occur if the specific conditions of Article 44 et seq. GDPR have been fulfilled. Article 44 recognises “appropriate safeguards” and “adequacy decisions” as evidence that a recipient country provides adequate data protection.
    2. Appropriate safeguards include Standard Contractual Clauses. THEREFORE has concluded Standard Contractual Clauses with its Subprocessors that are situated in a third country; in addition, THEREFORE respects European Commission adequacy decisions which include (i) the recognition of whitelisted jurisdictions (in other words, a non-EU/EEA jurisdiction which enforces data protection equivalent to the GDPR (currently the following jurisdictions enjoy an Adequacy Decision: Andorra, Argentina, Canada (some provinces), Faroe Islands, Guernsey, Israel, the Isle of Man, Japan, Jersey, New Zealand, Republic of Korea, Switzerland, the United Kingdom and Uruguay)) or (ii) a valid mechanism such as the EU-US data privacy framework or anything that supersedes it, applies to the respective transfer.

 

  1. LIABILITY AND DAMAGES
    The regulations on the parties’ liability contained in the Agreement shall be valid also for the purposes of processing under this Data Processing Agreement, unless expressly agreed upon otherwise.

 

  1. MISCELLANEOUS
    1. This Data Processing Agreement shall automatically terminate upon any termination or expiration of the Agreement;
    2. In case of any conflict between any provision of this Data Processing Agreement and any provision of the Agreement, this Data Processing Agreement shall prevail. If Standard Contractual Clauses are used according to this Data Processing Agreement and there is a conflict between this Data Processing Agreement and the Standard Contractual Clauses shall prevail.

 

 

Schedule 1

to the Data Processing Agreement

Data processing information

  1. Data Subjects

The personal data transferred relate to the following data subjects:

  • Users and Tenant Administrators of the THEREFORE Online Cloud Services e.g.:
    • employees,
    • agents,
    • applicants,
    • temporary employees of Customer
  • online data may contain any data subjects (depending on the content of the document)
  1. Categories of data

Data will be provided by the Customer (and its affiliates). The personal data transferred may therefore concern any categories of personal data and sensitive data depending on the Customer’s use of the Service. This may be:

  • e-mail addresses,
  • login data,
  • user names,
  • chat conversations with THEREFORE staff when using optional messaging tools, and others, which may be required to provide the THEREFORE Online cloud service,
  • online data may contain any kind of categories of data.
  1. Special categories of data

The personal data transferred concern the following special categories of data:

  • Online data may contain any kind of special categories of data.
  1. Processing activities

The personal data transferred will be processed by THEREFORE and its Subprocessors in order to provide the Services as agreed in the Agreement, such as:

  • hosting services,
  • maintenance & support services,
  • professional services,
  • account creation,
  • login functionality,
  • input and output accounting,
  • report generation

 

 

 

Schedule 2

to the Data Processing Agreement

 

List of current Subprocessors

THEREFORE may use the following Affiliates and third parties to provide certain parts of the Services on Customer’s (and its Affiliates) behalf:

Subprocessor Location / Mechanism Function
Microsoft Ireland Operations Ltd. One Microsoft Place South County Business Park Leopardstown Dublin 18 D18 P521 Cloud service provider
Rossum 71 – 75 Shelton Street, Covent Garden, WC2H 9JQ London, United Kingdom Capture Service
SendGrid / Twilio 101 Spear Street, First Floor, San Francisco, CA 94105, USA Default e-mail provider, configurable by customer

 

 

 

 

APPENDIX 2

EULAs information

The applicable EULA as available at: https://therefore.net/eula/emea/

 

 

APPENDIX 3


Open Source Software

The information about open-source software is available at:

https://www.therefore.net/help/2024/en-us/legal_onlinehelp_opensource.html

https://www.therefore.net/help/2024/en-us/legal_onlinehelp_opensource_add.html

https://therefore.net/about-therefore-go/

 

 

 

APPENDIX 4

 

DORA Agreement for critical and important functions

 

https://therefore.net/online-tos/dora-critical/

 

 

APPENDIX 5

 

DORA Agreement for non-critical and non-important functions

 

https://therefore.net/online-tos/dora-noncritical/