Terms & conditions

1. Definitions

  1. When we say, “OGSM Software”, “we,” “our,” or “us,” we’re referring to OGSM Software BV, our employees, directors, officers, affiliates, and subsidiaries.
  2. When we say “Client”, “you” or “your”, we are referring to the person or entity that’s registered with us to use the Software and/or Services that OGSM Software offers and that enters into an agreement with OGSM Software.
  3. When we say “Terms”, we mean our Terms of Service, which includes our Privacy Policy (published on ogsmsoftware.com).
  4. When we say “Software”, we mean the OGSM Software’s Software for Programme Management (SaaS).
  5. When we say “Services”, we mean the Implementation process described in our offer, the Service Level Agreement, updates & upgrades, maintenance and support, which will all be carried out by OGSM Software for the Client if the Agreement between OGSM Software and the Client states that Service will be provided by OGSM Software in addition to the Software license.
  6. When we say “License Fee”, we mean the fee that is paid for the use of the Software.
  7. When we say “Service/Consultancy fee”, we mean the fee that is paid for our senior and junior consultants for the implementation of the Software and the Services provided afterwards.
  8. When we say “Administrator(s)”, we mean the employee/”superuser” that is available and responsible for the administrator role during the Agreement. This person will act as the central communication hub between OGSM Software and Client’s other employees.

2. Applicability, offers & delivery

  1. These Terms apply to all offers and contracts pursuant to which the Client purchases the right to use the Software and/or enters into another agreement regarding Services related to the Software, with OGSM Software.
  2. The applicability of any of your general or standard conditions will not be accepted by us and are explicitly rejected. In any case, the Terms prevail over any general or standard conditions established by the Client.
  3. In the event of a conflict or contradiction between the provisions of the Terms and the Agreement, service level agreements and/or any other Client specific contracts between OGSM Software and the Client, the provisions of the Agreement, service level agreements and/or Client specific contracts will prevail.
  4. All offers made by OGSM Software are without obligation, non-binding and subject to our written confirmation.
  5. If an offer does not contain a term for acceptance, we are entitled to withdraw the offer before, as well as two working days after, receiving acceptance from you.
  6. The agreement enters into effect at the moment you agree with our offer. The agreement consists exclusively of the agreed offer or order conformation and these Terms, unless we have explicitly agreed otherwise in writing (“The Agreement”).
  7. The Agreement replaces and sets aside all previous (oral or written) offers, correspondence, agreements or any other communication.
  8. After the implementation of the Software, you are obliged to instantly check and establish whether the Software is complete and meets the agreed requirements, though in any case within 48 hours after the implementation of the Software.
  9. Any times, delivery dates and other dates mentioned by OGSM Software in our offer are approximate only and are not strict deadlines, but we will make an effort to meet the mentioned times and dates.

3. Data, data security & confidentiality

  1. OGSM Software adheres to a strict data security policy. Our clients can choose their data storage location and data storage provider.
    • We have an encrypted connection between the client, device and host (https)
    • We use best practice for passwords (length and complexity)
    • Clients have the option to turn on two-step authentication
    • We regularly audit all login attempts (failed and successful logins)
    • Our support team receives immediate notification of failed log in attempts and takes appropriate action
    • We recommend a data provider which delivers the highest levels of data security (facilities security) and best meets the client’s needs.
    • We require our staff and recommend our clients to store passwords in encrypted databases
    • All data stays in the cloud. If client downloads a report or document on local device, the client is to ensure that that data is secured.
    • Clients can choose to apply IP-white and blacklisting
    • We apply strict security procedures for our own staff (hr policy)
    • Annual independent audit commissioned (last in Nov 2018)
    • We communicate our Privacy Policy on our website
  2. You own and manage your data.
  3. During implementation, conversion and/or support, OGSM Software will possibly gain access to your confidential information. We will treat all information as being confidential and no information (including customer-specific templates without “live” data) will be shared, used or presented to other parties outside OGSM Software.

4. Service Level Agreement (SLA)

  1. OGSM Software guarantees that our Software is available 365 days per year without interruption, except in cases of force majeure (see article 16) or due to upgrades (see article 4.3). In case the service is unavailable during anytime during one office day (9am – 4pm) for more than 3 hours after the Client notifies OGSM Software regarding the unavailability, we shall decrease the yearly License Fee by 1/52 per day. The decrease of the yearly License Fee is limited to a maximum that is equal to the yearly license fee of that related year. In the event that OGSM Software performances are below the levels indicated in the SLA (article 4) we take corrective actions (provisions in SLA agreement(s) may apply).
  2. Furthermore, OGSM Software guarantees that it has all rights and licenses in order to provide the Services under this Agreement.
  3. In order to maintain the Software, OGSM Software will perform the necessary updates and upgrades. Therefore, if possible only outside of office hours, the Software(application) may not be available for a small period of time due to those upgrades and/or updates (also see article 6.1).

5. Support

  1. The License Fee secures access to phone and email support. OGSM Software will supply support to a fair extent during office hours (9am – 4pm) to a limited number of employees in the Client’s organization. Our support team is available (at least within 1 hour during office hours) through online messages in our software, by email and phone.

6. Updates & upgrades

  1. You are informed about and agree to the fact that OGSM Software is under constant development due to the continuous improvement and user feedback in general. Unavailability due to the mentioned improvement does not constitute a claim under the warranties or any other claim for you. New releases are communicated in a timely manner to the Administrator(s) with you as our Client. Any upgrades and/or updates are provided to you free of charge. Maintenance activities are carried out after office hours (unless OGSM Software has no other option to keep the Software available), in order to maximize performance levels.
  2. Development costs will be added if the Client requires development outside the scope of the Agreement. An example is: developing new reports. No development will be initiated without a written confirmation from the Client.

7. Intellectual Property

  1. We own OGSM Software and our Software. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of OGSM Software, our Services, or our content on OGSM Software without our written permission.

8. Passwords and Accounts

  1. You will maintain a responsible password policy.

9. Communication

  1. OGSM Software requires the Client to assign a minimum of one Administrator, so that the load on OGSM Software’s support systems is minimized (also see article 5 regarding “support”).

10. Contract period

  1. the Agreement will automatically renew on a monthly or yearly basis, depending on the agreed contract term.

11. Termination

  1. The Agreement can be terminated by the Client on a monthly or yearly basis, depending on the agreed contract term.
  2. In the event of cancellation or termination we can execute upon Client request our data transfer procedure to assure clients keep access to their data. Once this procedure has been completed and signed off by the client, your account will be disabled.
  3. In the event of business discontinuity, such as requested or declared bankruptcy, requested or declared suspension of payment, dissolution or liquidation of the Client, the Agreement will end by operation of law.
  4. Upon first request of the Client, OGSM Software will make the necessary arrangements so that as our Client you get access to the source code in case of OGSM Software’s definite business discontinuity (bankruptcy, dissolution or liquidation) and can continue to use the service.

12. Fees & Payment Terms

  1. Our License Fees will be charged per year within a week after the commencement date, and after that – in case of renewal – every year within a week after the yearly renewal date of the Agreement. The subscription fee will be invoiced in advance as soon as Client is set up in our systems and is able to use the Software.
  2. We reserve the right to change service fees with CPI annually.
  3. All price lists, statements of cost, brochures and other data relating to OGSM Software’s Software and Services that are provided by us are indicative and subject to change without prior notice, no rights can be derived from them. Prices will only be binding for us after OGSM Software expressly confirms the offer in writing.
  4. You are obliged to pay the License fees within 30 days after the invoice date, without the possibility of claiming any discount offset or suspension, regardless of any (alleged) claim.
  5. Invoices will be paid by transfer to the bank account appointed by OGSM Software. The Client is in default by operation of law – without us being obliged to pay any compensation and without any (further) summons or notice of default required – in the event that the invoice is not paid within the before mentioned payment term of 30 days.
  6. All prices are stated in Euro’s (EUR) and are excluding value added tax (VAT) and/or any other (inter)national taxes, levies, duties, (import)fees or (delivery)charges.

13. Cancellation

  1. The Client has the right to terminate their contract at renewal, with a 30 day notice period. You are solely responsible for the proper cancellation of your account. You may cancel your account by sending an email to info@ogsmsoftware.com.

14. Indemnification

  1. Unless we agree otherwise in the Agreement, you agree to indemnify and hold us harmless from any and all demands, loss, liability, claims or made against us by any third party due to or arising out of or in connection with your use of OGSM Software.
  2. Client indemnifies OGSM Software against all claims from third parties arising as a direct or indirect result from the Clients’ non-compliance with the intended purpose and/or applicable laws and regulations regarding the Software and/or in case of any acts or omissions that result in third party damages.

15. Limitation of Liability

  1. The contractual and non-contractual liability of OGSM Software, which liability only exists in the event of direct damages and costs caused by default regarding the Agreement, is always limited to a maximum of 100% of the License Fee per year, except in case of intent or wilful recklessness on behalf of OGSM Software.
  2. Client is fully and solely liable for the usage of the Software in compliance with the Software’s intended purpose and in compliance with the applicable (inter)national laws and regulations in the country of usage.
  3. The functioning of the Software depends on several variables, such as the hardware that the Client uses and whether the necessary maintenance is taken care of. Because OGSM Software does not have any influence on the way the Software is used by Client after the implementation of the Software, OGSM Software is under no circumstances liable for:
    • Any indirect damages caused by your default (non-performance) regarding the Agreement;
    • Damages suffered by you as a result of acts or omissions by implementers, constructors, suppliers or other third parties that you use to carry out this or any other agreement related to the Software;
    • Damages to the Software that we delivered as a result of wrongly executed processing by or on behalf of the Client. At our request you will repeat processing, with new material delivered by OGSM Software at your own expense;
    • Your (or any third party’s) loss of (manufacturers’) warranty;
    • Any errors or shortcomings on behalf of third parties (possibly engaged by you);
    • The nature, qualifications, features, properties, quality, use, safety and/or the application of the products and/or services supplied by the Client to third parties; and/or
    • Using the Software incorrectly or allowing the Software to be used incorrectly and/or for any other purpose than their intended purpose;
    • Any direct or indirect damages due to using our Software with an outdated browser that does not support the latest standards, such as an old version of Internet Explorer.

16. Force Majeure

  1. You agree that we are not liable for any delays or failure in the performance of any part of the Software and the Services, from any cause beyond our control, such as electricity failure, maintenance by utilities, internet failure due to acts of terrorism or any circumstance that originates in or is due to the business operation of the Client.

17. Miscellaneous

  1. You agree that we are not liable for any delays or failure in the performance of any part of the Software and the Services, from any cause beyond our control, such as electricity failure, maintenance by utilities, internet failure due to acts of terrorism or any circumstance that originates in or is due to the business operation of the Client.

18. Governing Law; Dispute Resolution

  1. You agree that all matters relating to your access to or use of OGSM Software, including all disputes, will be governed exclusively by the laws of the Netherlands. The Vienna Convention of the International Sales of Goods (CISG) does not apply.
  2. In the event of any controversy or dispute between you and OGSM Software arising out of or in connection with your use of our Software and Services, OGSM Software and the Client hereby consent to the exclusive jurisdiction of the Dutch Civil Court in Utrecht.