This agreement outlines the terms and conditions between you and Atwork. It covers your initial purchase and any future ones referencing this agreement. If you use the Service on behalf of your company, you confirm your authority to accept this agreement on its behalf.
If you buy our Service through an authorized reseller, this agreement still applies. By indicating acceptance or using the Service, both parties agree to the legally binding nature of this agreement.
We are fully committed to complying with GDPR and local data protection laws, ensuring your personal data is handled in accordance with regulations. GDPR is a global standard for data protection, regulating the handling of personal data by organizations.
GDPR (General Data Protection Regulation) is a European Union regulation that came into effect in 2018. It aims to protect individuals’ privacy by regulating how organizations collect, process, and store personal data. Key elements include data subject rights, consent, data breach reporting, privacy by design, and accountability. Non-compliance can result in substantial fines. GDPR applies to EU and non-EU organizations handling EU residents’ data, making it a global standard for data protection.
Data Handling Purposes
We utilize your personal data for the following purposes:
User Account Management: Administering user accounts on our platform.
Information Sharing: Sending requested offers and updates.
Contractual Relationship: Managing contracts and services.
Feedback Management: Handling claims, complaints, and suggestions.
Security and Compliance: Detecting fraud and ensuring legal adherence.
Satisfaction Surveys: Conducting service quality surveys.
Statistical Analysis: Analyzing user behavior for service enhancements.
Managing Subscriptions: Handling news and newsletter subscriptions.
Responding to Inquiries: Addressing information requests via various channels.
Marketing and Personalization: Sending marketing communications and customizing services based on your preferences.
1 Permitted Use
During the Subscription Term, you can access and use the Service for your internal business or personal needs as described in the Documentation and this Agreement. This includes the right to copy and use the Software within the scope of your authorized Service use.
You can designate a User as an administrator with control over your Service account, including User management and Customer Content, as explained in the Documentation. You bear full responsibility for selecting your administrators and their actions.
4 Customer Affiliates
Your Affiliates can use the Service as your Users. Alternatively, an Affiliate may create its own Order(s) with Atwork, creating a separate agreement between the Affiliate and Atwork, with the Affiliate considered the “Customer.” Neither you nor your Affiliates have rights under each other’s agreements with Atwork, and any breach or termination of one agreement does not affect the others.
5 Registration Using Corporate Email
If you registered with your employer’s email address, you confirm that you have the authority to create an account on behalf of your employer. You also acknowledge that your email address may be shared with your employer (as the “Customer”), and your account may be administered by them. In such cases, the administering entity may access, manage, restrict, or remove information from the account, restrict or terminate your access to the Service, and prevent you from disassociating your account from the Customer at a later time.
6 Sharing Setting
Using the Service, you have control over sharing Boards, including the option to make them public. Atwork assumes no liability for how others may access or utilize Customer Content based on your or your Users’ choices to share a Board.
You agree not to:
(a) Share, sell, or sublicense the Service to third parties.
(b) Use the Service for providing products or services to third parties.
(c) Create similar or competing products or services using the Service.
(d) Attempt to access the Service’s source code, non-public APIs, or unauthorized data, except as expressly permitted by law and with prior notice to Atwork.
(e) Modify, create derivative works of, or copy the Service (excluding authorized copies of the Software).
(f) Remove or obscure proprietary notices in the Service or misrepresent ownership.
(g) Publish benchmarks or performance information about the Service.
(h) Disrupt the Service, circumvent access restrictions, or perform security tests without authorization.
(i) Transmit viruses or harmful materials to the Service.
(j) Allow Users to share User seats.
(k) Engage in fraudulent, misleading, illegal, or unethical activities related to the Service.
(l) Use the Service to store or transmit illegal content.
Customer provides Atwork with a non-exclusive, global right to utilize, store, transmit, display, and make modifications or derivative works of Customer Content, but solely as required to deliver the Service, Support, and any Technical Services to Customer as specified in this Agreement.
Atwork implements reasonable technical and organizational measures, as detailed in the Security Policy, to safeguard the Service and Customer Content.
Customer assumes responsibility for its Customer Content, including content accuracy, and commits to complying with all applicable laws while using the Service. Customer guarantees that it has obtained all necessary rights, consents, and permissions for using its Customer Content with the Service. This includes granting Atwork the rights described in (Data Use) without violating any laws, third-party rights (including intellectual property, publicity, or privacy rights), or any relevant terms or privacy policies.
Customer must refrain from using the Service for Prohibited Data or engaging in High Risk Activities. Customer acknowledges that the Service is not intended to fulfill legal obligations for these purposes, including HIPAA requirements. Atwork is not classified as a Business Associate under HIPAA. Regardless of any other provisions in this Agreement, Atwork holds no liability for Prohibited Data or the use of the Service for High Risk Activities.
Individual User Account Takeover
The Service may offer functionality allowing Customer to convert accounts previously registered by individuals using email addresses from Customer’s domain into User accounts under Customer’s control. Customer affirms that it possesses all required rights and consents to perform such conversions when necessary.
Atwork reserves the right to suspend access to the Service and associated services in specific situations. These may include breaches of Section Restrictions, or Section Customer Obligations. Suspension may also occur if the Customer’s account remains overdue for more than 10 days or if the actions of the Customer or a User jeopardize the security, availability, or integrity of the Service or pose risks to other customers. Whenever possible, Atwork will make reasonable efforts to provide prior notice of the suspension. Access will be promptly restored in accordance with this Agreement once the issue prompting suspension is resolved.
Third-Party Platform Integration
Customers have the option to integrate the Service with Third-Party Platforms. However, the use of Third-Party Platforms is subject to the Customer’s agreement with the respective provider and is not governed by this Agreement. Atwork exercises no control over Third-Party Platforms and bears no responsibility for them. This includes aspects like security, functionality, operation, availability, interoperability, and how these platforms or their providers handle Customer Content. Enabling a Third-Party Platform with the Service may involve Atwork accessing and exchanging Customer Content with the Third-Party Platform on the Customer’s behalf.
Technical Services are detailed in the relevant Order. To facilitate Technical Services, the Customer agrees to provide Atwork with timely access to necessary Customer Materials. Failure to do so will exempt Atwork from its obligation to provide Technical Services until access is granted. Atwork will use Customer Materials solely for the purpose of delivering Technical Services. Any deliverables resulting from Technical Services are related to the configuration or usage of the Service.
Pricing and Taxes
Pricing details are outlined in each Order. The Customer will reimburse Atwork for approved travel and lodging expenses incurred in delivering Technical Services. Fees are invoiced according to the Order, while expenses eligible for reimbursement are invoiced after the fact. The Customer consents to Atwork charging their credit card or designated payment method for renewals, expenses, and any outstanding fees, as applicable. Payment method updates can be made through the Service’s user interface. Unless otherwise specified in the Order, all fees and expenses must be settled within 30 days of the billing date indicated in the relevant Order. Renewal Subscription Term fees will be based on Atwork’s prevailing rates, irrespective of any previous discounted pricing. Late payments will incur a service charge of 1.5% per month or the maximum allowable by law, whichever is less. he Customer is responsible for any applicable Taxes, such as sales, use, goods and services, value-added, withholding, or similar taxes or levies related to its Orders, whether domestic or foreign. These Taxes are solely the Customer’s responsibility, excluding Atwork’s income tax. Fees and expenses are quoted exclusive of Taxes.
Atwork provides the following warranties to the Customer:
(a) The Service will function substantially as described in the Documentation, and Atwork will not significantly reduce the overall functionality of the Service during a Subscription Term.
(b) Atwork will carry out any Technical Services in a professional and competent manner.
In the event of a breach of Limited Assurance, and upon Customer’s reasonably detailed warranty claim made within 30 days of discovering the issue, Atwork will make reasonable efforts to rectify the non-conformity. If Atwork cannot do so within 60 days of Customer’s warranty claim, either party may terminate the relevant Order related to the non-conforming Service or Technical Services. At that point, Atwork will refund the Customer any pre-paid, unused fees for the terminated portion of the Subscription Term or for the non-conforming Technical Services. These procedures constitute the Customer’s sole recourse and Atwork’s complete liability for breaching the warranties outlined. These warranties do not apply to (a) issues arising from misuse or unauthorized modifications, (b) issues within or caused by Third-Party Platforms or other third-party systems, or (c) Trials, Betas, or other free or evaluation usage.
Apart from what is explicitly stated in Section the Service, Support, Technical Services, and all related Atwork services are provided “AS IS.” Atwork and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Without limiting its explicit commitments in Section Support, Atwork does not guarantee that Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet Customer’s requirements, function in conjunction with third-party services used by the Customer, or maintain Customer Content without loss. Atwork is not responsible for delays, failures, or issues inherent in the use of the Internet and electronic communications or other systems beyond Atwork’s control. The Customer may have additional statutory rights, but any statutorily mandated warranties will be limited to the shortest legally permissible period.
Term and Termination
This Agreement becomes effective on the date mentioned as the Effective Date and remains in force until 90 days after the conclusion or termination of all Subscription Terms.
Termination for Cause
Either party holds the right to terminate this Agreement (including all Orders) under the following circumstances:
(a) The other party fails to rectify a substantial breach of this Agreement (including non-payment of fees) within 30 days of receiving notice.
(b) The other party ceases its operations without a successor.
(c) The other party initiates bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or a similar proceeding, or if such a proceeding is commenced against that party and not dismissed within 60 days.
Termination for Convenience
Either party may decide to terminate this Agreement (including all Orders) at any time and for any reason by providing 90 days’ notice to the other party. It’s important to note, however, that:
(i) The Customer will not be entitled to a refund of any pre-paid fees.
(ii) If the Customer has outstanding fees for the current Subscription Term, any such fees become immediately due and payable upon termination.
Consequences of Termination
Upon the expiration or termination of this Agreement or an Order, the Customer’s access to the Service and Technical Services will cease. At the request of the disclosing party after the expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential. Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to the confidentiality restrictions outlined in this Agreement.
This Agreement does not grant either party any rights or licenses beyond what is explicitly stated herein. Customer retains all intellectual property and other rights in Customer Content and Customer Materials provided to Atwork. Similarly, Atwork and its licensors maintain all intellectual property and other rights in the Service, any Technical Services deliverables, and related Atwork technology, templates, formats, and dashboards. This includes any modifications or enhancements made by Atwork.
For operational, improvement, analytical, and support purposes, Atwork may generate and use Usage Data. If Customer provides Atwork with feedback or suggestions regarding the Service or other Atwork offerings, Atwork is free to use this feedback or suggestions without any restrictions or obligations
Limitations of Liability
Exclusion of Consequential Damages
The provision in this Section shall not apply if it is prohibited by applicable Laws. With the exception of Excluded Claims, neither party (nor its suppliers) shall be liable for any damages arising from or related to this Agreement, including but not limited to loss of use, lost data, lost profits, security failures, revenues, goodwill, business interruption, or any indirect, special, incidental, reliance, or consequential damages, regardless of whether such damages were anticipated.
Limitation of Liability
Subject to Excluded Claims, the total liability of each party (including its suppliers) arising from or related to this Agreement shall not exceed the total amounts paid or payable by Customer to Atwork during the preceding 12 months under this Agreement.
Nature of Claims and Essential Purpose
The waivers and limitations set forth in this Section are applicable irrespective of the legal basis for the claim, including but not limited to contract, tort (including negligence), strict liability, or any other theory. These provisions will remain in effect and apply even in the event that any limited remedy specified in this Agreement fails to achieve its essential purpose.
Indemnification by Atwork
Atwork will defend Customer against any third-party claim asserting that the Service, when used as authorized under this Agreement, infringes a third party’s intellectual property rights. Atwork will also indemnify Customer against damages and costs resulting from such claims.
Indemnification by Customer
Customer will defend Atwork against third-party claims arising from Customer Content, Customer Materials, or any breach of Section Customer Obligations. Customer will indemnify Atwork against damages and costs associated with these claims.
The indemnifying party’s obligations are subject to: (a) prompt notice of the claim, (b) the exclusive right to control the defense and settlement, and (c) reasonable cooperation from the indemnified party. The indemnifying party may not settle without the indemnified party’s consent if it requires an admission of fault.
Mitigation and Exceptions
Atwork may, to prevent liability, secure rights for Customer’s continued use of the Service, modify the Service to avoid infringement, or terminate the affected Order with a refund. Atwork’s obligations do not apply if infringement results from Customer’s actions, use of outdated Software, unauthorized usage, or settlements without Atwork’s consent. This section is Customer’s exclusive remedy for intellectual property infringement claims.
“Confidential Information” refers to information disclosed under this Agreement that is designated as proprietary or confidential by the disclosing party or that should be reasonably understood as confidential due to its nature and circumstances. Atwork’s Confidential Information includes the terms of this Agreement and any technical or performance data about the Service. Customer’s Confidential Information includes Customer Content.
As the receiving party, both parties agree to:
(a) Keep Confidential Information confidential and not disclose it to third parties except as permitted in this Agreement, including Section 4.1 (Data Use).
(b) Use Confidential Information solely for fulfilling their obligations and exercising their rights under this Agreement.
The receiving party may share Confidential Information with its employees, agents, contractors, and representatives with a legitimate need to know, provided they are bound by confidentiality obligations no less protective than this Section 15.
Confidentiality obligations do not apply to information that the receiving party can document:
(a) Is or becomes public knowledge through no fault of the receiving party.
(b) It knew or possessed rightfully before receiving it under this Agreement.
(c) It received from a third party without violating confidentiality obligations.
(d) It independently developed without using the disclosing party’s Confidential Information.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are insufficient. Either party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section.
Nothing in this Agreement prevents either party from making disclosures, including of Customer Content and other Confidential Information, if required by Law, subpoena, or court order, provided that, if permitted by Law, the other party is notified in advance, and cooperation is provided in seeking confidential treatment.
Trials and Betas
If Customer gains access to the Service or specific Service features on a complimentary or trial basis, or as part of an alpha, beta, or early access program (“Trials and Betas”), such access is solely for Customer’s internal evaluation during the duration specified by Atwork. Participation in Trials and Betas is optional, and either party may terminate them at any time for any reason.
Trials and Betas may not function correctly, may be incomplete, or include features that Atwork may never release. Information about their features and performance is considered Atwork’s Confidential Information.
Neither party may publicly disclose this Agreement without the other party’s prior consent, except as required by law. Atwork may mention Customer and its trademarks in Atwork’s customer lists and promotional materials but will stop upon written request from Customer.
Modifications to Agreement
Atwork may update this Agreement, including changes to Service pricing and plans, by notifying Customer via email or within the Service. Unless Atwork specifies a shorter period (e.g., due to legal changes or urgent circumstances), modifications take effect upon the renewal of Customer’s current Subscription Term or the creation of a new Order.
If Atwork specifies that modifications will apply before Customer’s next renewal or Order, and Customer objects within 30 days of the notice, Atwork will either: (a) allow Customer to continue under the existing Agreement until the current Subscription Term ends (after which the modified Agreement applies) or (b) permit Customer to terminate this Agreement and receive a refund of any pre-paid Service fees for the terminated part of the current Subscription Term.
To keep using the Service, Customer may need to accept or agree to the modified Agreement. Regardless, using the Service after the updated Agreement takes effect means Customer accepts the changes.
Neither party may transfer this Agreement without the prior written consent of the other party, except for transfers related to a merger, acquisition, or asset transfer. Any unauthorized assignment is null and void. This Agreement is binding upon and inures to the benefit of the parties and their authorized successors and assigns.
Attorneys’ Fees and Costs
In any legal action to enforce this Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees and litigation costs.
All official notices must be in writing and sent by personal delivery, certified or registered mail (with return receipt requested), or a reputable commercial overnight delivery service. If sending a notice to Atwork, please use the address provided in Atwork’s official contact information. Atwork may also send operational notices to Customer via email or through the Service.
This Agreement, including all Orders, Policies, and the Data Processing Addendum (DPA), constitutes the entire understanding between the parties, supplanting any prior agreements or understandings. Section headings are for convenience only, and terms like “including” are not limiting.
Any amendments, modifications, or supplements to this Agreement must be in writing and signed by authorized representatives of both parties. However, Atwork reserves the right to modify its Policies to reflect new features or practices, provided that such modifications do not materially reduce Atwork’s obligations during an existing Subscription Term. Any terms in past, contemporaneous, or future purchase orders, business forms, or vendor agreements will not modify this Agreement and are expressly rejected.
Waivers and Severability
Waivers of any provision must be in writing and signed by the waiving party’s authorized representative. If any part of this Agreement is held invalid or unenforceable, it shall be limited to the minimum extent necessary to maintain the Agreement’s validity.
Neither party shall be held liable for a failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, such as strikes, war, terrorism, natural disasters, Internet or utility failures, or governmental actions.
Atwork may engage subcontractors to fulfill its obligations, but Atwork remains responsible for ensuring their compliance with this Agreement and overall performance.
The parties are independent contractors and not agents, partners, or joint venturers of each other.
Customer agrees to adhere to all applicable Netherlands and foreign export and import laws. Customer represents and warrants that it is not listed on any Netherlands government list of restricted parties, is not located in a country subject to Netherlands government sanctions, and will not use the Service in violation of any Netherlands export restrictions.
The Software may include third-party open source software, which is subject to separate licenses as indicated in the Documentation.
Certain elements of the Service constitute commercial computer software. If the Service is used by a Netherlands government entity, its use is subject to specific government regulations.
This section applies if Customer acquires the Service through a Reseller. Commercial terms, order details, and payment obligations are as set forth in the order placed by the Reseller on Customer’s behalf. If Atwork does not receive payment from the Reseller, Atwork may suspend Customer’s access to the Service. Atwork is not bound by any separate agreements between Customer and the Reseller.