Terms of Service

Subscription terms and conditions

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. THIS SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) GOVERN YOUR USE OF OUR SERVICES (AS DEFINED BELOW), INCLUDING BUT NOT LIMITED TO, ANY FREE, TRIAL, OR PAID EVOX SERVICES OR SOFTWARE WHERE THE SUBSCRIPTION AGREEMENT APPEARS OR IS LINKED TO. THIS DOCUMENT MAY BE UPDATED BY US FROM TIME TO TIME, ARE HEREBY INCORPORATED BY REFERENCE INTO THE SUBSCRIPTION AGREEMENT.

THIS AGREEMENT CONTAINS PROVISIONS REQUIRING THAT YOU AGREE TO THE USE OF ARBITRATION TO RESOLVE ANY DISPUTES ARISING UNDER THIS AGREEMENT RATHER THAN A JURY TRIAL OR ANY OTHER COURT PROCEEDINGS, AND TO WAIVE YOUR PARTICIPATION IN CLASS ACTION OF ANY KIND AGAINST EVOX.

By clicking on the “Create Account” button (or any similar button) that is presented to you at the time of sign-up, by using or accessing the Services, or by otherwise indicating your acceptance of this Agreement, you agree to be bound by this Agreement. Evox may modify this Agreement from time to time, subject to the terms in Section 14 (Changes to this Agreement) below.

If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Evox that you have the authority to bind such Entity to this Agreement, in which case the terms “you,” “your” or a related capitalized term herein will refer to such Entity. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and must not use the Services.

1. Term

All of your subscriptions will automatically renew for periods equal to your initial Subscription Term, and you will be charged at our then-current rates unless you cancel your subscription through written email notice prior to your next scheduled billing date.

2. Grant of access to license to Access and Use service

Evox hereby grants to you a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for your internal business operations in accordance with the terms of this agreement.

3. Service Level

Evox shall provide the Service to you with a “System Availability” of at least 99% during each calendar month. Evox may take the Service offline for scheduled maintenance, and change its schedule of maintenance on one month written notice to you.

In the event when Evox does not meet the Service Commitment, you will be eligible to receive Service Credits as described below.

Monthly Uptime Percentage	Service Credit Percentage
Less than 99.0% but greater than or equal to 95.0%	10%
Less than 95.0%	25%

You shall make a written application to receive its Service Credits. Any service credits resulting from a downtime refund will be applied as a deduction from future payments and cannot be paid out in cash. Any service credits are capped at 30 days of paid service.

4. Billing

4.1 Recurring Billing

In order to use Evox, you will be required to provide Evox with your credit card information or other payment information (“Payment Method”). By providing a Payment Method you are authorizing us to charge your Payment Method on a monthly, annual basis, or as otherwise applicable for the fees associated with the Services that you sign up for. Any Payment Method that you provide us must be valid and kept current by you during the Subscription Term. By providing us with a Payment Method, you represent and warrant that you are authorized to use such Payment Method. Evox will begin billing your Payment Method for the services on the day that you sign up for such services, regardless of whether you have fully configured the services as of that date.

4.2 Price Changes

We reserve the right to change the fees that we charge for the Service, at any time in our sole discretion, provided that we give you at least thirty (30) days' prior notice of such changes. Unless otherwise specified in such notice to you, any changes to the subscription fees will take effect in the billing period immediately following our notice to you.

4.3 No Refunds

FEES ARE NONREFUNDABLE. YOU WILL BE BILLED IN FULL FOR THE SUBSCRIPTION TERM IN WHICH YOU CANCEL AND NO REFUNDS WILL BE PROVIDED FOR THE UNUSED PORTION OF SUCH SUBSCRIPTION TERM. Following any cancellation, however, you will continue to have access to the Paid Services through the end of your current Subscription Term. We may, in our sole discretion, provide a refund, discount, or credit (“Credits”) to you in a specific instance, however, the provision of Credits in a specific instance does not entitle you to Credits in the future for similar instances or obligate us to provide additional Credits.

4.4 Taxes

Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Evox as measured by our net income. Unless you provide us with evidence of an exemption, we will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.

5. Confidentiality obligation

Evox shall treat the confidential information with the strictest secrecy and may not disclose or otherwise use it except as permitted in this Service Agreement. Furthermore, Evox herewith acknowledges that the confidential information is of considerable value and significant importance to you and/or the client(s) or partner(s).

Evox is obliged to receive, treat and keep such information in confidence and confidentiality.

In particular, Evox commits to:

do not disclose confidential information to any other person, organisation or entity
use the obtained information solely for the intended purpose described in this Service Agreement
refrain from using it directly or indirectly otherwise than this mentioned purpose.
destroy any received information at the request of the delivering party
use all reasonable care to protect the confidential information
refrain from copying any of information without receiving prior (written) permission
return or destroy all information furnished by you upon its written request
use all reasonable care to protect the confidential information
immediately notify the parties involved, if it becomes aware of any unauthorized use or disclosure of the confidential information

The obligation to keep the confidential information secret shall survive the termination of the Service Agreement. The Information shall remain the sole property of you. Evox shall not either directly or indirectly assume any ownership or property right or interest to the Information or any derivative thereof.

6. Customer Restrictions

You will not distribute, license, loan, or sell the Software or content that is displayed in it;

Modify, alter, create any derivative works of the Software
Reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software
Upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights

7. Ownership of the Intellectual Property

Evox will retain all interest in and to the Service, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Evox’s name, logos, and trademarks reproduced through the Service.

8. Termination

We may at our sole discretion terminate your user account or suspend or terminate your access to the Service at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time through a written notice to us.

9. Governing Law, Language of the Agreement, Place of Jurisdiction

This Agreement may be drafted in other languages for your convenience only. The use of the other language shall not change the applicable law and the Agreement shall be interpreted as if it was drafted in the English language. Construction of the Agreement according to common law principles is excluded.

The Parties hereby irrevocably submit to the jurisdiction of the Ordinary Tribunal of the canton of Basel-Landschaft, Switzerland). The place of jurisdiction will be Münchenstein.

10. Limitation of Liability

IN NO EVENT WILL THE EVOX ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE EVOX ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE EVOX ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO EVOX TO ACCESS AND USE THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. Changes to this Agreement

Evox reserves the right to make modifications to this Agreement at any time. If a revision materially alters your rights we will use reasonable efforts to contact you, including sending a notification to the email address(es) associated with your account. In some instances, such as with Free Services, you may be required to indicate your consent to the revised terms in order to continue accessing the Service. Unless otherwise specified, any modifications to this Agreement will take effect at the start of Subscription Term following the notice. If you do not agree with the revised terms, your sole and exclusive remedy will be not to renew your Subscription.

RECITALS

A. System Availability Definition shall mean the percentage of minutes in a month that the key components of the Service are operational. System availability will not include any minutes of downtime resulting from;

scheduled maintenance,
events of force majeure,
malicious attacks on the system,
issues associated with Customer’s computing devices, local area networks or internet service provider connections, or
Company’s inability to deliver services because of Customer’s acts or omissions.

Free Trial Terms and Conditions

This Free-Trial Subscription Agreement (this “Agreement”) contains terms and conditions that govern your acquisition of subscriptions to, and use of, the Free-Trial Services (as defined below), and is a contract between Evox KlG, and you or the entity or organization that you represent.

If you are an individual using the Free-Trial Services for your own purposes: (1) all references to “Customer” are to you and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside and that you have the right, power and authority to enter into this Agreement.

If you are using the Free-Trial Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent and warrant that you are at least 18 years of age, or have otherwise reached the age of “majority” where you reside and that you have the right, power and authority to enter into this Agreement on behalf of Customer.

This Agreement becomes binding and effective on Customer upon the earliest of: (1) when you access or use the Free-Trial Services, (2) when you click on “I Accept,” “Sign up” or a similar button or checkbox referencing this Agreement, or (3) when you enter into a Free-Trial Order (as defined below) with Evox.

1. The free trial shall last for a period of 30 days only. After the 30 days of the free trial, the service may not be available.

2. At the end of the thirty day period, the customer will no longer have access to any data, customisation, and configuration they have made.

3. Evox General Terms and Conditions apply.

4. The customer may use a free trial once.

5. Evox reserves the right to remove or cancel the free trial offer at any time.

6. Evox reserves the right to change the features of the free trial offer at any time.

7. Evox reviews all orders and reserves the right to deny or cancel free trial requests at any time and for any reason.

8. Evox may Process information about Customer’s configuration and use of the Free-Trial Services:

1. To manage the Customer’s account;

2. To provide and improve the Free-Trial Services and Support, including to address requests for Support and troubleshoot other issues;

3. To provide Customer and Authorized Users insights, service and feature announcements and other reporting. Evox may also Process Usage Data that has been aggregated and/or anonymized.

Data Processing Agreement

This Data Processing Agreement (“Agreement”) forms part of the Contract for Services under the Evox Terms and Conditions (the “Subscription Agreement”). This Agreement is an amendment to the Subscription Agreement and is effective upon its incorporation to the Subscription Agreement, which incorporation may be specified in the Subscription Agreement or an executed amendment to the Subscription Agreement. Upon its incorporation into the Subscription Agreement, this Agreement will form a part of the Subscription Agreement.

We periodically update this Agreement. If you have an active Evox account, you will be informed of any modification by email. The term of this Agreement shall follow the term of the Subscription Agreement. Terms not defined herein shall have the meaning as outlined in the Subscription Agreement.

WHEREAS

(A) Your company act as a Data Controller (the “Controller”).

(B) Your company wishes to subcontract certain Services (as defined below), which imply the processing of personal data, to Evox KlG, acting as a Data Processor (the “Processor”).

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework about data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons about the processing of personal data and the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1.Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:
1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on Controller’s behalf according to or in connection with the Subscription Agreement;
1.1.3 “Contracted Processor” means a Subprocessor;
1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
1.1.5 “EEA” means the European Economic Area;
1.1.6 EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.8 “Data Transfer” means:
1.1.8.1 a transfer of Company Personal Data from Controller to a Contracted Processor; or
1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor,
in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
1.1.9 “Services” means end-to-end encrypted email services. The Service is described more in detail in Schedule 1.
1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection with the Agreement.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Company Personal Data
2.1Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.1.2 not process Company Personal Data other than on Controller’s documented instructions.
2.2 The controller instructs Processor to process Company Personal Data to provide the Services and related technical support.
3. Processor Personnel
Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the Subscription Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
4. Security
4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4.2 In assessing the appropriate level of security, Processor shall take into account, in particular, the risks that are presented by Processing, in particular from a Personal Data Breach.
5. Subprocessing
5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by Controller.
6. Data Subject Rights
6.1 Taking into account the nature of the Processing, Processor shall assist Controller by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Controller obligations, as reasonably understood by Controller, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
6.2 Processor shall:
6.2.1 promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
6.2.2 ensure that it does not respond to that request except on the documented instructions of Controller or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of that legal requirement before the Contracted Processor responds to the request.
7. Personal Data Breach
7.1 Processor shall notify Controller without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Controller with sufficient information to allow Controller to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
7.2 Processor shall co-operate with Controller and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
8. Data Protection Impact Assessment and Prior Consultation
8.1 Processor shall provide reasonable assistance to Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Controller reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.
9. Deletion or return of Company Personal Data
9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.
9.2 Processor shall provide written certification to Controller that it has fully complied with this section 9 within 10 business days of the Cessation Date.
10. Audit rights
10.1 Subject to this section 10, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by Controller or an auditor mandated by Controller in relation to the Processing of the Company Personal Data by the Contracted Processors.
10.2 Information and audit rights of Controller only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.
11. Data Transfer
11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of Controller. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.
12 General Terms
12.1 Confidentiality. Each Party must keep any information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
(a) disclosure is required by law;
(b) the relevant information is already in the public domain.
12.2 Notices. All notices and communications given under this Agreement must be in writing and will be sent by email. The controller shall be notified by an email sent to the address related to its use of the Service under the Subscription Agreement. Processor shall be notified by an email sent to the address: info@evox.work.
13. Governing Law and Jurisdiction
13.1 This Agreement is governed by Swiss law.
13.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Geneva, subject to a possible appeal to the Swiss Federal Supreme Court in Lausanne.

Schedule 1: Service Description

The Service offered by Evox KlG is Evox (“Evox”).

Evox offers cutting edge cloud-native HR platform. Evox provides a complete platform that includes both server-side software and client-side applications for Web and Mobile (iOS and Android). Evox is cross-platform and can be used on all devices without needing software downloads or updates, allowing authorised users access to Evox anywhere in the world, on any device.

Schedule 2: Data Processing and Security

1.Description of the data processing carried out on behalf of the Controller

In addition to the information provided elsewhere in the Agreement, the Parties wish to document the following information in relation to the data processing activities.

The data processing performed by the Data Processor on behalf of the Controller relates to the services of Evox. The data processing details and the procedure can be found in the Company’s Privacy Policy at https://evox.work/privacy/.