This page our terms and conditions for our subscription services. You can request a copy of these terms by contacting us.
Last update 24 January 2024
Article 1 Introduction
1.1 Gysho will make the software described in the quote available to the Customer remotely (using the internet), without providing the Customer with a physical carrier (a so-called SaaS service). These general terms and conditions specify the conditions under which the Customer will be granted online access to this SaaS service.
1.2 These general terms and conditions also describe the conditions under which Gysho offers maintenance, support, and coaching services, as well as training concerning the SaaS service.
Article 2 Access to the SaaS Service
2.1 Gysho grants the Customer the right to access the SaaS service as included in the offer.
2.2 To gain access to the SaaS service, Gysho will provide the Customer with the initial username(s) and password(s). The Customer can then create or change usernames and/or passwords. Usernames and passwords are strictly personal. Under no circumstances may this information be shared by the Customer and/or any of its users with third parties, other than within their own organization.
2.3 Gysho is entitled to change the assigned username(s) and/or password(s). The Customer must treat the username(s) and password(s) confidentially and with care and only disclose them to authorized persons. Gysho is never liable for damage and costs resulting from misuse of the username(s) and/or password(s), unless the misuse was directly caused by an act or omission of Gysho.
2.4 If the Customer fails to meet its obligations under these general terms and conditions and the offer, including but not limited to the payment of fees due for the services described in this agreement, Gysho is entitled to deny the Customer access to the SaaS service and/or temporarily suspend access.
2.5 The Customer is responsible for managing, monitoring the settings, using the SaaS service, and the way the results obtained through the SaaS service are used. Gysho is not responsible for data conversion unless explicitly stated in the offer.
2.6 Gysho may modify the content of the SaaS service. If a change results in a change in the fee, Gysho will notify the Customer in writing. The Customer is then entitled to terminate the agreement in writing as of the date the change takes effect, except if the change is due to amended laws and regulations.
2.7 Gysho may perform the SaaS service using new or modified versions of the underlying software used by the SaaS service.
2.8 Gysho is not obliged to provide the Customer with a copy of the underlying software and/or source code in any way.
2.9 For any potential disaster, two different backups of all data are made. A continuous backup is kept for 30 days, and a daily backup is kept for 6 months.
Article 3 Services
3.1 Gysho will maintain the SaaS service. This maintenance includes, among other things, maintaining knowledge of the SaaS service and underlying software, fixing identified bugs as deemed relevant by Gysho, developing new or modified versions of the underlying software if deemed relevant by Gysho, and providing a support helpdesk as described below.
3.2 Gysho is entitled to temporarily suspend the SaaS service for maintenance in any form. Gysho will not do this longer than necessary for maintenance and will do this outside regular office hours in the United Kingdom where possible. If this maintenance takes place during regular office hours, Gysho will notify the Customer.
3.3 Gysho will make every effort to perform the services with care, in accordance with the written agreements and procedures with the Customer where applicable. All services are performed on a best-effort basis.
3.4 Gysho will provide the following support services for the Customer:
- Support Team: Gysho's support team is available online (www.gysho.com) and in email (support@gysho.com), with additional support services added based on your support level agreement.
- Documentation will be provided with customised solutions as deemed necessary to operate them effectively.
3.5 Gysho offers the training as included in the offer. Gysho also offers advisory services as included in the offer. The rates included therein apply.
3.6 If Gysho employees perform work at the Customer's location, the Customer will provide the facilities reasonably desired by those employees free of charge, such as a workspace with telecommunication facilities if applicable. The Customer will indemnify Gysho against claims from third parties, including Gysho employees, who suffer damage in connection with the execution of the agreement due to the actions or omissions of the Customer or unsafe situations in its organization.
3.7 Gysho does not guarantee that the software behind the SaaS service is free of errors and will always operate without interruption.
Article 4 Fees
4.1 All prices are exclusive of VAT and other government-imposed levies.
4.2 The Customer owes the amounts included in the offer:
4.3 If the Customer does not agree with a price or rate adjustment announced by Gysho as referred to in article 4.2, the Customer is entitled to terminate the agreement in writing within seven working days after the notification referred to in those articles, effective from the date mentioned in Gysho's notification when the price or rate adjustment would take effect, or to cancel the agreement.
4.4 Gysho is always entitled to adjust the agreed prices and rates by written notice to the Customer for performances that, according to the relevant schedule or agreement, will be delivered at least three months after the date of this notification.
4.5 All invoices will be paid by the Customer in accordance with the payment terms stated on the invoice. In the absence of specific terms, the Customer will pay within fourteen days of the invoice date.
4.6 If the Customer does not pay the amounts due within the agreed term, the Customer will owe statutory commercial interest on the outstanding amount without any notice of default being required. If the Customer remains in default after notice of default, the claim may be handed over, in which case the Customer will also owe full compensation for extrajudicial and judicial costs, including all costs calculated by external experts in addition to the costs determined by law, related to the collection of this claim or the exercise of legal rights otherwise, the amount of which is set at a minimum of 15% of the total amount.
4.7 If no price has been agreed between Gysho and the Customer at the conclusion of the agreement for certain performances, Gysho will calculate the fee for its performances on a post-calculation basis. If the fee for Gysho's performances is calculated on a post-calculation basis, this calculation must be based on the number of hours specified by Gysho for the performance, unless the Customer proves that Gysho's specification is incorrect.
4.8 Rights are always granted or, where applicable, transferred to the Customer under the condition that the Customer pays the agreed fees on time and in full.
Article 5 Duration of the Agreement
5.1 This agreement will commence on the date of signing the offer and will be entered into for the duration agreed in the offer. If no duration is included in the offer, the agreement will be entered into for an initial period of one year.
5.2 The agreement will be automatically renewed each year for the same period as it was entered into, unless one of the Parties terminates it in writing before the end of the term, with a notice period of two months.
5.3 Each party is entitled to dissolve the agreement due to an attributable failure in the performance of the agreement only if the other party, after a detailed written notice of default in which a reasonable period is set for remedying the failure, continues to fail to fulfill essential obligations under the agreement. Payment obligations of the Customer and all other obligations to cooperate by the Customer or a third party engaged by the Customer are always considered essential obligations under the agreement.
5.4 If the Customer has already received performances for the execution of the agreement at the time of dissolution as referred to in article 5.3, these performances and the related payment obligation will not be subject to undoing, unless the Customer proves that Gysho is in default concerning a substantial part of those performances.
Amounts that Gysho has invoiced before the dissolution in connection with what it has already properly performed or delivered under the agreement remain due, taking into account the provisions of the previous sentence, and become immediately payable at the time of dissolution.
5.5 The Customer is never entitled to terminate a service or assignment agreement entered for a fixed period prematurely.
5.6 Each party can terminate the agreement without notice of default with immediate effect in writing if the other party is granted suspension of payments, whether provisional or not, if bankruptcy is filed for the other party, if the other party's business is liquidated or terminated other than for the purpose of reconstruction or merger of businesses, or if the decisive control over the Customer's business changes. Gysho is never obliged to refund already received funds or to pay damages due to this termination. In the event of the Customer's bankruptcy, the right to use the services provided to the Customer lapses by operation of law.
Article 6 Privacy
6.1 Gysho processes data of the Customer and users of the SaaS Service in accordance with its privacy statement as published on Gysho's website.
6.2 The Customer accepts that Gysho's SaaS Service is not designed or intended for processing personal data. The Customer will refrain from processing personal data using the SaaS Service. If the Customer nevertheless processes personal data using the SaaS Service, the Customer bears the full risk of the relevant processing. The Customer indemnifies Gysho against any legal claim from third parties, for any reason, in connection with the relevant processing of personal data.
6.3 If Gysho incurs costs to support the Customer in fulfilling its obligations under this article, the Customer will reimburse these costs at Gysho's then-applicable rates.
Article 7 Liability
7.1 Gysho's total liability for an attributable failure in the performance of the agreement or for any other reason, including any failure in the performance of a warranty obligation agreed with the Customer, is limited to compensation for direct damage up to a maximum of the amount of the price agreed for that agreement (excluding VAT). This limitation of liability applies correspondingly to Gysho's indemnification obligation. If the agreement is mainly a continuing performance agreement, the agreed price for the agreement is set at the total of the fees (excluding VAT) agreed for six months. In no case will Gysho's total liability for direct damage, for any reason, exceed €45,000 (forty-five thousand Euros).
7.2 Gysho's liability for indirect damage, consequential damage, lost profits, missed savings, reduced goodwill, damage due to business interruption, damage resulting from claims by customers of the Customer, damage related to the use of items, materials, or software prescribed by the Customer to Gysho, and damage related to the Gyshoment of suppliers prescribed by the Customer to Gysho is excluded. Gysho's liability for mutilation, destruction, or loss of data or documents is also excluded.
7.3 The exclusions and limitations of Gysho's liability described in the preceding paragraphs of this article do not affect other exclusions and limitations of Gysho's liability.
7.4 The exclusions and limitations referred to in this article will lapse if and to the extent the damage is the result of intent or deliberate recklessness by Gysho.
7.5 Unless performance by Gysho is permanently impossible, Gysho's liability for an attributable failure in the performance of an agreement arises only if the Customer immediately notifies Gysho in writing of the default, setting a reasonable period for remedying the failure, and Gysho continues to fail to perform its obligations attributable after that period. The notice of default must contain as detailed a description of the failure as possible so that Gysho can respond adequately.
7.7 A condition for any right to compensation is always that the Customer reports the damage to Gysho in writing as soon as possible after it occurs. Any claim for compensation against Gysho expires six months after the claim arises.
7.8 Apart from the cases mentioned in this article, Gysho has no liability for compensation, regardless of the basis on which an action for compensation would be based.
Article 8 Confidentiality
8.1 Each party ensures that all information received from the other party before and after entering into the agreement that is of a confidential nature remains confidential. Information will be considered confidential if it is designated as such by one of the parties. The Customer understands that the content and operation of the SaaS service are considered confidential.
8.2 The Customer will immediately report any (potential) breach of this article to Gysho in writing. The Customer will also do everything, either on its own or at Gysho's request, to limit any damage to Gysho.
Article 9 Force Majeure
9.1 Neither party is obliged to fulfill any obligation if it is prevented from doing so due to force majeure. Force majeure includes, but is not limited to, the failure to properly fulfill obligations by suppliers prescribed by the Customer to Gysho, government measures, power outages, internet, computer network, or telecommunication facility failures, war, occupation, strikes, general transportation problems, and the unavailability of one or more employees through no fault of Gysho.
9.2 If the force majeure situation lasts longer than ninety days, the parties have the right to terminate the agreement by written dissolution. What has already been performed under the agreement will then be settled proportionately, without the parties owing each other anything further.
Article 10 Intellectual Property
10.1 All intellectual or industrial property rights to all software, equipment, or other materials developed or made available under the agreement, such as analyses, designs, documentation, reports, offers, and preparatory materials thereof, are exclusively vested in Gysho or its licensors.
Article 11 Miscellaneous Provisions
11.1 If the Customer is a consumer, meaning someone who uses the SaaS service not in the exercise of their profession or business, they normally have the right of return. Due to the nature of this SaaS service, a consumer does not have this right.
11.2 The applicability of any purchase or other conditions of the Customer is expressly rejected.
11.3 If any provision of these general terms and conditions is null and void or annulled, the other provisions of these general terms and conditions will remain in full force, and Gysho and the Customer will consult to agree on new provisions to replace the null and void or annulled provisions, taking into account the purpose and intent of the null and void or annulled provision as much as possible.
11.4 All delivery terms mentioned by Gysho are established to the best of its knowledge based on the information known to Gysho at the time of entering into the agreement and will be observed as much as possible; the mere exceeding of a mentioned delivery term does not put Gysho in default. Gysho is not bound by delivery terms that cannot be met due to circumstances beyond its control that occurred after entering into the agreement. If exceeding any term is imminent, Gysho and the Customer will consult as soon as possible.
11.5 In the event of the export of equipment, parts, or software by the Customer, the relevant export provisions apply. The Customer will indemnify Gysho against all claims from third parties related to violations of the applicable export provisions attributable to the Customer.
11.6 All provisions intended to continue after the end of the agreement, such as those concerning confidentiality and intellectual property, will remain in effect after the end of the agreement.
11.7 The agreement can be amended if the Parties agree in writing.
11.8 UK law applies to the agreement.
11.9 Disputes arising between the Parties in connection with the agreement or subsequent agreements resulting from it will be settled by the court in the United Kingdom.
