Cloud Service Agreement – safer.plus

1. Service

1.1 Access and Use.

During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate Order Form with Provider, the Customer's Affiliate creates a separate agreement between Provider and that Affiliate, where Provider's responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates' agreement.

1.2 Support.

During the Subscription Period, Provider will provide Technical Support as described in the Order Form.

1.3 User Accounts.

Customer is responsible for all actions on Users' accounts and for all Users' compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data.

Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider's products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.5 Customer Content.

Provider may copy, display, modify, and use Customer Content only as needed to provide, maintain, secure, and support the Product. Customer is responsible for the accuracy and content of Customer Content.

2. Restrictions & Obligations

2.1 Restrictions on Customer.

a. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Product; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (vi) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (vii) use the Product to develop a competing service or product; (viii) use the Product with any activity prohibited by Applicable Laws; (ix) use the Product to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights.

b. Use of the Product must comply with all Documentation and Use Limitations.

2.2 Suspension.

If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer's access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer's account when practical. Provider will reinstate Customer's access to the Product only if Customer resolves the underlying issue.

3. Privacy & Security

3.1 Personal Data.

Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

3.2 Prohibited Data.

Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product. This restriction does not prohibit Personal Data, including health data or other special categories of Personal Data, where that data is relevant to supported HSEQ functionality and is processed in accordance with Applicable Data Protection Laws and the DPA.

4. Payment & Taxes

4.1 Fees.

Standard monthly subscription plans are:

• Basic — €20/month: up to 10 employees, 1 module, 1 site, and 2 Users. Users 3–10 are €5 per additional User/month; User 11 onwards is €3 per additional User/month.
• Growth — €50/month: 11–50 employees, 2 modules, 3 sites, and 5 Users. Users 6–20 are €5 per additional User/month; User 21 onwards is €3 per additional User/month.
• Premium — €120/month: 51–200 employees, 5 modules, 5 sites, and 10 Users. User 11 onwards is €3 per additional User/month.
• Additional sites are €10/site/month and additional modules are €15/module/month.
• Customers outside the standard plan limits may be subject to separately agreed pricing in an Order Form.
• Unless stated otherwise, all Fees are in EUR and applicable VAT or other taxes are added as required by law. Fees are non-refundable except where this Agreement or Applicable Laws require otherwise.

4.2 Invoicing.

Standard subscription Fees are billed monthly in advance unless an Order Form states otherwise. Usage-based or other variable Fees, if any, may be billed in arrears.

4.3 Automatic Payment.

If Customer selects automatic payment, Provider may automatically charge the payment method on file for Fees when due, and Customer authorizes those charges. Provider will make the relevant bill, invoice, or transaction record available to Customer.

4.4 Taxes.

Customer is responsible for all duties, taxes, and levies that apply to Fees, including VAT or withholding taxes, where applicable. Customer is not responsible for Provider's income taxes.

4.5 Payment.

Customer will pay Fees and applicable taxes in EUR using the agreed payment method or by the due date shown on the applicable invoice.

4.6 Price Changes.

Provider may change standard subscription or add-on pricing by giving Customer reasonable prior notice. Any change will take effect from a future renewal period and will not apply retrospectively.

4.7 Payment Dispute.

If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5. Term & Termination

5.1 Subscription and Renewal.

A standard subscription starts when the Product is activated for Customer and continues in monthly Subscription Periods. Standard subscriptions automatically renew each month unless Customer cancels before the next renewal date. Cancellation may be made through the account settings where available or by written notice to Provider. Cancellation takes effect at the end of the current paid Subscription Period. Fees already paid for that period are non-refundable except where this Agreement or Applicable Laws require otherwise. An Order Form may specify a different Subscription Period or renewal arrangement.

5.2 Termination.

Either party may terminate this Agreement or an applicable Order Form immediately:

• if the other party fails to cure a material breach of the Agreement or an Order Form following 30 days notice;
• upon notice if the other party (i) materially breaches the Agreement or an Order Form in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.3 Effect of Termination.

Termination of this Agreement will automatically terminate all applicable Order Forms. Upon any expiration or termination:

• Customer will no longer have any right to use the Product.
• Provider will delete Customer Content within 60 days after termination, unless Applicable Laws require longer retention. Customer Content may remain in routine backups for a limited period until those backups are overwritten or deleted. Upon Customer's earlier request, Provider will delete Customer Content sooner where reasonably practicable and legally permitted.
• Each Recipient will return or destroy Discloser's Confidential Information in its possession or control.
• Provider will submit a final bill or invoice for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 4 (Payment & Taxes).

5.4 Survival.

• The following sections will survive expiration or termination of the Agreement: Section 1.4 (Feedback and Usage Data), Section 2.1 (Restrictions on Customer), Section 4 (Payment & Taxes) for Fees accrued or payable before expiration or termination, Section 5.3 (Effect of Termination), Section 5.4 (Survival), Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Confidentiality), Section 10 (Reservation of Rights), Section 11 (General Terms), Section 12 (Definitions).
• Each Recipient may retain Discloser's Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 3 (Privacy & Security) and Section 9 (Confidentiality) will continue to apply to retained Confidential Information.

6. Representations & Warranties

6.1 Mutual.

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.

6.2 From Customer.

Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.

6.3 From Provider.

Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during the Subscription Period.

7. Disclaimer of Warranties

7.1

Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 6 (Representations & Warranties) do not apply to misuse or unauthorized modification of the Product, or to products or services provided by anyone other than Provider. Except for the warranties in Section 6, Provider and Customer each disclaim all other warranties and conditions to the maximum extent permitted by Applicable Laws.

7.2 HSEQ Use.

The Product is a management and recordkeeping tool intended to support HSEQ and related management-system activities. It does not replace competent professional advice, professional judgement, statutory inspections, or Customer's legal and organisational responsibilities. Customer remains responsible for reviewing and approving its risk assessments, procedures, controls, records, documents, automated or AI-assisted outputs, and other information used through the Product, and for determining whether they are suitable and compliant with applicable requirements. Use of the Product does not by itself guarantee compliance with Applicable Laws, ISO standards, certification requirements, or other management-system standards.

8. Limitation of Liability

8.1 Liability Cap.

Except as provided in Section 8.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the Fees paid or payable by Customer for the Product during the 12 months immediately preceding the event giving rise to the claim.

8.2 Excluded Damages.

Except as provided in Section 8.4, neither party will be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if informed in advance of the possibility of those damages.

8.3 Applicability.

Sections 8.1 and 8.2 apply to liability whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise.

8.4 Exceptions.

Nothing in this Agreement limits, excludes, or restricts liability to the extent prohibited by Applicable Laws. The liability cap does not limit Customer's obligation to pay Fees properly due. Any different liability terms expressly agreed in the DPA will govern liability relating to Personal Data.

9. Confidentiality

9.1 Non-Use and Non-Disclosure.

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

9.2 Exclusions.

Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

9.3 Required Disclosures.

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

9.4 Permitted Disclosures.

Recipient may disclose Discloser's Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 9 (Confidentiality) and Recipient remains responsible for everyone's compliance with the terms of this Section 9 (Confidentiality).

10. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1 (Access and Use), Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Section 1.5 (Customer Content), Customer retains all right, title, and interest in and to the Customer Content.

11. General Terms

11.1 Entire Agreement.

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.

11.2 Modifications, Severability, and Waiver.

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

11.3 Governing Law and Chosen Courts.

The Governing Law will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of the Chosen Courts.

11.4 Assignment.

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

11.5 Beta Products.

If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 6.3 (Representations & Warranty From Provider) does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider's discretion with or without notice.

11.6 Notices.

Any notice, request, or approval about the Agreement must be in writing and sent to the Notice Address. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.

11.7 Independent Contractors.

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

11.8 Force Majeure.

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

11.9 Anti-Bribery.

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business.

11.10 Titles and Interpretation.

Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation.

12. Definitions

12.1 Defining Variables.

Variables have the meanings or descriptions given on a Cover Page. However, if the applicable Cover Page or Order Form omits or does not define a Variable, the default meaning will be "none" or "not applicable" and the correlating clause, sentence, or section does not apply to that Agreement.

• "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
• "Agreement" means these Standard Terms, any applicable Key Terms or Order Form, and any policies or documents expressly incorporated into them.
• "Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.
• "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
• "Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
• "Cloud Service" means the product described in the Order Form.
• "Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information on each Cover Page. Customer's Confidential Information includes non-public Customer Content and Provider's Confidential Information includes non-public information about the Product.
• "Cover Page" means a document that is signed or electronically accepted by the parties, incorporates these Standard Terms, and identifies Provider and Customer. A Cover Page may include an Order Form, Key Terms, or both.
• "Customer Content" means data, information, or materials submitted by or on behalf of Customer or Users to the Product but excludes Feedback.
• "Discloser" means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.
• "Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
• "Employee" means a worker or other person forming part of the workforce managed through the Product, whether or not that person has an individual User account.
• "Feedback" means suggestions, feedback, or comments about the Product or related offerings.
• "Fees" means the applicable amounts described in Section 4 (Payment & Taxes) or an Order Form.
• "Force Majeure Event" means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
• "GDPR" means Regulation (EU) 2016/679 (General Data Protection Regulation), as applicable and supplemented by relevant national law.
• "Key Terms" means a Cover Page that includes the key legal details and Variables for this Agreement, including the Governing Law and any additional terms agreed by the parties.
• "Module" means a functional area of the Product made available under the applicable subscription.
• "Order Form" means a Cover Page that includes key business details and Variables for the applicable subscription or services. An Order Form includes the policies and documents referenced in or attached to the Order Form. An Order Form may include details about the level of access and use granted to the Cloud Service, length of Subscription Period, or other details about the Product.
• "Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
• "Product" means the Cloud Service, Software, and Documentation.
• "Prohibited Data" means full payment-card data, passwords or authentication secrets for third-party systems, or other information that Provider expressly identifies as unsupported for storage in the Product or that Applicable Laws prohibit from being stored in the Product. Prohibited Data does not include health data or other special categories of Personal Data where the Product provides functionality intended for those records and the data is processed in accordance with Applicable Data Protection Laws and the DPA.
• "Recipient" means a party to this Agreement when the party receives Confidential Information from the other party.
• "Site" means a separately managed physical workplace, facility, or operational location configured in the Product.
• "Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
• "Standard Terms" means these Cloud Service Agreement terms, adapted from the Common Paper Cloud Service Agreement Standard Terms Version 2.1.
• "Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer's or User's use of the Product.
• "User" means any individual who uses the Product on Customer's behalf or through Customer's account.
• "Variable" means a word or phrase that is highlighted and capitalized, such as Subscription Period or Governing Law.