Services Subscriptions Terms and Conditions

Subscription terms and conditions

By subscribing to the services offered by Dokos (the “Services”) provided by DOKOS SAS, you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

These services are applicable to the hosting of the following softwares (the “Software”): ERPNext and Mautic

1 Term of the agreement

The duration of this Agreement (the “Term”) is of a minimum of one month and shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination, by email or tracked letter, minimum 30 days before the end of the Term to the other party.

2 Definitions

User

Any active user account with access to the Software in creation and/or edition mode. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as “Website Users” in ERPNext), when applicable, are not counted as Users.

Bug

Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of DOKOS SAS.

3 Access to the Software via DOKOS hosting service

For the duration of this Agreement, DOKOS SAS gives the Customer an access to the Software via its Cloud Plateform. The Cloud Platform is hosted and fully managed by DOKOS SAS, and accessed remotely by the Customer.

The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Software’s usage and accepts that DOKOS collects statistics for that purpose, including but not limited to the running of an instance, the number of Users and installed Apps. DOKOS SAS commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its official Privacy Policy, published at https://dokos.io/securityandprivacy. Should the Customer breach the terms of this section, the Customer agrees to pay DOKOS SAS an extra fee equal to 300% of the applicable list price for the actual number of Users and installed Apps.

4 Services

4.1 Functional Support

For the duration of this Agreement, DOKOS SAS commits to making all reasonable efforts to answer to functional and technical questions the Customer might have regarding the usage of the Software.

The support is available only remotely from 9h to 18h (Europe/Paris), except weekends and french national holidays, via phone, email or any other service DOKOS SAS might implement in the future.

This service can under no circumstances consist in an intervention on the software, a bug correction, an additional development or a data migration operation for example, these services resulting in additional charges.

4.2 Upgrade Services

For the duration of this Agreement, DOKOS SAS commits to making an upgrade of the software hosted on its cloud platform at the following minimum frequency:

  • ERPNext: 1 / Month
  • Mautic: 1 / Month

If a security bug fix is released, DOKOS SAS commits to upgrade the software hosted on its platform within the next two working days, except requested otherwise by writing by the Client.

5 Charges and Fees

5.1 Standard charges

The standard charges for the hosting subscription and the Services provided by DOKOS SAS are based on the number of Users and the necessary disk space, specified in writing at the conclusion of the Agreement.

When during the Term, the Customer has more Users than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the beginning of the Term) for the additional Users, for the remainder of the Term.

The standard rates applicable from July 1st 2018 are:

ERPNext

1 User: 39€ exc.VAT /Month
2 Users : 24,50€ exc.VAT/Month / User
3 Users : 22€ exc. VAT/Month / User
5 Users or more: 19€ exc. VAT/Month / User

Each user benefits from 5Go of free storage space. Each additional 10Go storage space is charged 4€ exc.VAT/Month

Mautic

10 000 emails: 79€ exc.VAT/Month

5Go of free storage space is included. Each additional 10Go storage space is charged 4€ exc.VAT/Month

5.2 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when DOKOS SAS is legally obliged to pay or collect Taxes for which the Customer is responsible.

6 Conditions of Services

6.1 Customer Obligations

The Customer agrees to:

  • Pay DOKOS SAS any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified in the corresponding invoice ;
  • Immediately notify DOKOS SAS when their actual number of Users exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee as described in this Agreement;
  • Take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Software usage hosted by DOKOS SAS, as described in this Agreement;
  • Appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
  • Take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
  • Make a reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities;

6.2 No Soliciting or Hiring

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer employment to any employee of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for a period of 12 months from the date of termination or expiration of this Agreement. In case of any breach of the conditions of this section that leads to the termination of said employee toward that end, the breaching party agrees to pay to the other party an amount of EUR (€) 30 000.00 (thirty thousand euros).

6.3 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

6.4 Confidentiality

Definition of “Confidential Information”:

All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

6.5 Data Protection

Definitions

“Personal Data”, “Controller”, “Processing” take the same meanings as in the Regulation (EU) 2016/679 and the Directive 2002/58/EC, and any regulation or legislation that amends or replaces them (hereafter referred to as “Data Protection Legislation”)

Processing of Personal Data The parties acknowledge that the Customer’s database may contain Personal Data, for which the Customer is the Controller. This data will be processed by DOKOS SAS when the Customer instructs so, by using any of the Services that require a database (e.g. the Cloud Hosting Services), or if the Customer transfers their database or a part of their database to DOKOS SAS for any reason pertaining to this Agreement. This processing will be performed in conformance with Data Protection Legislation.

In particular, DOKOS SAS commits to:

(a) only process the Personal Data when and as instructed by the Customer, and for the purpose of performing one of the Services under this Agreement, unless required by law to do so, in which case DOKOS SAS will provide prior notice to the Customer, unless the law forbids it ;

(b) ensure that all persons within DOKOS SAS authorised to process the Personal Data have committed themselves to confidentiality ;

(c) 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 ;

(d) forward promptly to the Customer any Data Protection request that was submitted to DOKOS SAS with regard to the Customer’s database ;

(e) notify the Customer promptly upon becoming aware of and confirming any accidental, unauthorized, or unlawful processing of, disclosure of, or access to the Personal Data ;

(f) notify the Customer if the processing instructions infringe applicable Data Protection Legislation, in the opinion of DOKOS SAS;

(g) make available to the Customer all information necessary to demonstrate compliance with the Data Protection Legislation, allow for and contribute reasonably to audits, including inspections, conducted or mandated by the Customer;

(h) permanently delete all copies of the Customer’s database in possession of DOKOS SAS, or return such data, at the Customer’s choice, upon termination of this Agreement, subject to the delays specified in DOKOS SAS’s Privacy Policy ;

With regard to points (d) to (f), the Customer agrees to provide DOKOS SAS with accurate contact information at all times, as necessary to notify the Customer’s Data Protection responsible.

6.6 Termination

In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party. Further, DOKOS SAS may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within the due date specified on the corresponding invoice.

7 Warranties, Disclaimers, Liability

7.1 Warranties

For the duration of this Agreement, DOKOS SAS commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

  • the Customer provides adequate troubleshooting information and, for Self-Hosting, any access that DOKOS SAS may need to identify, reproduce and address problems;
  • all amounts due to DOKOS SAS have been paid.

The Customer’s sole and exclusive remedy and DOKOS SAS’s only obligation for any breach of this warranty is for DOKOS SAS to resume the execution of the Services at no additional charge.

7.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. DOKOS SAS does not warrant that the Software complies with any local or international law or regulations.

7.3 Limitation de responsabilité

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

7.4 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist. 8 General Provisions

8.1 Governing Law

Both parties agree that the laws of France will apply, should any dispute arise out of or in connection with this Agreement, without regard to choice or conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereinabove, both parties agree to submit to the sole jurisdiction of the Paris (France) court for the purpose of litigating all disputes.

8.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

9 Appendix

9.1 Appendix A

DOKOS Hosting Service - Service Level Agreement

Uptime

  • Customer databases are hosted by DOKOS through Amazon Web Services, within the EMEA zone (Frankfort, Paris).
  • Each customer database is replicated in real-time on redundant storage located in the same data center
  • Our hosting provider delivers at least 99.99% uptime guarantee.
  • So we can guarantee a minimum of 99.9% uptime (3 nines, excluding planned maintenance)*
  • This corresponds to a maximum unplanned downtime of 1.44min/24h or 8h/year.
  • We usually deliver much better uptime than this (100% most months), as our providers always deliver a much better uptime than their SLA too.
* these metrics refer to the availability of the platform itself for all customers. Individual databases may be temporarily unavailable for specific reasons, typically related to the customer's actions or customizations.

High Availability

  • Each customer database is replicated in real-time on redundant storage located in the same data center, so a failover can happen quickly in case of hardware failure, with no data loss.

Backups & Disaster Recovery

  • 14 full backups up to 3 months: 1/day for 7 days, 1/week for 4 weeks, 1/month for 3 months
  • Users can download manual backups of their live data at any time

Security

The safety of your data is very important to us, and we design our systems and procedures to guarantee it.

  • SSL - All web connections to client instances are protected with 256-bit SSL encryption (HTTPS). All our certificates chains are using SHA-2 already.
  • Reliable Platform - We work with the safest providers on the planet and follow their best practices recommendation by the letter. We connect to the servers using SSH keys only.
  • Safe System - Our servers are running recent Linux distribution with up-to-date security patches, with firewall and intrusion counter-measures
  • Isolation - Client data stored in dedicated databases - no sharing of data between clients, no access possible from one database to another

9.2 Appendix B

The software is provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non infringement.

In no event shall the authors or copyright holders be liable for any claim,damages or other liability, whether in an action of contract, tort or otherwise,arising from, out of or in connection with the software or the use or other dealings in the software.