CRM terms
Terms and Conditions: Brandfinity Sàrl
(End User License Agreement)
1. Introduction and Scope
Agreement Nature:
These Terms and Conditions constitute a legal End User License Agreement (EULA) between Brandfinity Sàrl (“Brandfinity”) and the Customer.
Supplemental Terms:
This EULA supplements the Microsoft Online Services Agreement (or the equivalent agreement governing the Customer’s use of Microsoft Dynamics 365). In the event of a conflict regarding the specific Brandfinity Managed Solution, this EULA shall prevail.
Service Definition:
The “Services” consist of a pre-packaged configuration of Microsoft Dynamics Sales customized for the education sector, delivered as a Managed Solution.
2. Subscription and License
SaaS Model:
Services are provided as “Software as a Service” (SaaS) and integrated into the Customer’s Microsoft Dynamics environment.
License Grant:
Brandfinity grants the Customer a limited, terminable, non-exclusive, and non-transferable license to use the Services for internal business operations.
Per-Environment Licensing:
Licensing is provided on a per-environment basis. A valid subscription is required for each Microsoft Dynamics environment (e.g., Production, Sandbox) where the solution is installed.
Managed Solution Restrictions:
The solution is delivered as a Managed Solution. The Customer may not modify, reverse-engineer, decompile, or copy the internal components or configurations of the Brandfinity package.
3. Access Rights and Extensibility
Customer Extensibility:
While the core package is managed, the Customer is permitted to build additional functionalities within the environment by adding separate solutions or customisations.
User Responsibility:
The Customer is responsible for the security of its login credentials and ensuring that all users comply with these terms.
Prohibited Use:
The Services must not be used for illegal purposes or to transmit harmful code/malware.
4. Data Privacy and Support Access
No General Access:
As the solution resides within the Customer’s Microsoft environment, Brandfinity does not have access to Customer Data in the ordinary course of business.
No DPA Required:
Because Brandfinity does not process or store Customer Data, a Data Processing Agreement (DPA) is not required for standard use of the software.
Temporary Admin Access:
If requested by the Customer for support or to implement custom modifications, Brandfinity may require temporary “Delegated Admin” access to the environment. Such access is granted only upon explicit request, is limited to the duration of the support task, and is subject to the confidentiality obligations herein.
5. Pricing and Billing
Microsoft Billing:
All billing and collection of license fees are handled through Microsoft (via AppSource or the Microsoft 365 Admin Center).
Payment Frequency:
Subscription fees are charged monthly in advance.
Fee Structure:
Charges are based on the number of active Environments.
Taxes:
VAT and other applicable taxes are added to the prices as determined by Microsoft’s billing platform.
6. Term and Termination
Monthly Term:
This Agreement is valid for one (1) month and automatically extends for subsequent one-month periods.
Termination:
Either party may terminate the subscription via the Microsoft management portal or in writing at least thirty (30) days prior to the end of the current monthly period.
Effect of Termination:
Upon the final day of the subscription, access to the features of the Brandfinity managed solution will be deactivated.
7. Support and Custom Modifications
Standard Support:
The subscription includes administrative support for standard product features during business hours.
Paid Amendments:
If the Customer requires modifications to the packaged solution to adapt to specific needs, Brandfinity can provide these changes for an additional fee.
Fee Definition:
Modification fees are defined based on the Customer’s specified requirements and a mutually agreed scope of work.
8. Intellectual Property Rights (IPR)
Ownership:
Brandfinity (or its licensors) remains the sole owner of all IPR related to the Services, including source code, configurations, and documentation.
Infringement Penalty:
Unauthorized attempts to copy or modify the managed solution may result in damages equal to the greater of five years of subscription fees or actual damages.
9. Confidentiality (Secrecy)
Obligation:
Both parties undertake not to disclose business or professional secrets to third parties without prior written consent.
Duration:
This confidentiality obligation applies during the term of the agreement and for five (5) years following its expiration.
10. Limitation of Liability / Scope:
Brandfinity’s liability is limited to direct damages.
Cap:
Total compensation for direct losses during any 12-month period shall not exceed an amount corresponding to 12 months’ worth of subscription fees.
Force Majeure:
Neither party is liable for delays caused by events outside their reasonable control (e.g., natural disasters, labor disputes).
11. Applicable Law and Disputes
Governing Law:
This Agreement and all related obligations are governed exclusively by Swiss law.
Jurisdiction:
Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the Canton of Fribourg, Switzerland.