Terms of Service
FoxIDs.com provides FoxIDs as a Identity as a Service ("IDaaS") which is the same product for all customers. This means that FoxIDs.com does not provide its customers with any custom deliverables, custom software development or any services on-site. To be able to provide a standardized product such as FoxIDs, it is imperative that FoxIDs.com offers the same terms for all of its customers to ensure most possible predictability in contractual matters and reduce the complexity of introducing new features, changing internal security procedures, etc. This Terms of Service has been developed to give our customers a balanced agreement for both parties that reflects market practice.
1. Background & Purpose
- This Agreement sets out the terms and conditions for the delivery of the SaaS FoxIDs Product by ITFoxtec to the Customer.
- Notwithstanding any specifications or details in the Customer’s order confirmation, the Customer’s general sales and delivery conditions or similar documents, this Agreement shall prevail and apply to any delivery or service performed by ITFoxtec.
- This Agreement comes into force upon the Tenant Creation Date.
- This Agreement will continue in force indefinitely, subject to termination in accordance with Clause 6, and will govern the provision the SaaS FoxIDs Product.
3. Access & Use
- Subject to payment of all applicable fees set forth in the order or payment in accordance with an indirect order through ITFoxtec’s affiliate partners and the terms and conditions of this Agreement, ITFoxtec grants the Customer, during the subscription term, a non-exclusive, non-transferable right to access and use the SaaS FoxIDs product solely for Customer’s internal business purposes in accordance plan specified in the applicable order.
- The Customer will operate the SaaS FoxIDs product in accordance with the documentation and is responsible for the acts and omissions of its users.
Except to the extent expressly permitted in this Agreement, the access granted by ITFoxtec to the Customer is subject to the following prohibitions:
- the Customer must not sub-license its right to access and use the SaaS FoxIDs product;
- the Customer must not permit any unauthorized person to access or use the SaaS FoxIDs product; and
- the Customer must not make any alteration to the SaaS FoxIDs product.
- The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator login details, to ensure that no unauthorized person may gain access to the SaaS FoxIDs product using an administrator account.
- The Customer must comply with these terms and must ensure that all users using the SaaS FoxIDs product with the authority of the Customer or by means of an administrator account comply with these terms.
- The Customer must not use the SaaS FoxIDs product in any way that causes, or may cause, damage to the SaaS FoxIDs product or impairment of the availability or accessibility of the SaaS FoxIDs product.
- The Customer must not attempt to gain unauthorized access to the SaaS FoxIDs product.
- ITfoxtec may suspend the provision of the SaaS FoxIDs product if any amount due to be paid by the Customer to ITfoxtec or its affiliate partner under this Agreement is overdue, and ITfoxtec or its affiliate partner has given to the Customer at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the SaaS FoxIDs product on this basis.
4. Service Level
- The SaaS FoxIDs product is hosted by Microsoft Azure. ITfoxtec guarantee a monthly uptime percentage in accordance to the plan.
Monthly uptime percentage will be calculated as follows: The number of minutes the SaaS FoxIDs product is accessible and not suffering from a service outage as reported to ITfoxtec by the Customer during each calendar month, divided by the total number of minutes in the calendar month. If the Customer fails to report a service outage within 10 days of the event, the Customer shall not be entitled to any service credits.
Availability 1evel Free plan service credits Pro plan service credits Enterprise plan service credits < 99.9% - >= 99% None None 5% of monthly subscription < 99% - >= 98% None None 10% of monthly subscription < 98% - >= 95% None 10% of monthly subscription 20% of monthly subscription < 95 None 25% of monthly subscription 50% of monthly subscription
If you experience an event that you believe brings you below the aforementioned availability levels, please submit a support ticket.
- ITfoxtec can very rarely schedule maintenance service on the SaaS FoxIDs product on Saturdays or Sundays, which is excluded from counted monthly uptime.
- Microsoft guarantees a high availability of the underlying infrastructure. In the event of a Microsoft Azure outage documented on https://status.azure.com/en-us/status, such outage is excluded from the monthly uptime as this is not within ITfoxtec's reasonable control.
For the avoidance of doubt, downtime caused directly or indirectly by any of the following will not be considered a breach of this Agreement:
- a force majeure event;
- a fault or failure of the Internet or any public telecommunications network; and
- a scheduled maintenance services carried out in accordance with this Agreement.
- Customer subscriptions continue indefinitely.
- The Customer may terminate the subscription for convenience at any time, with a notice period to ITfoxtec of at least 30 days to the end of the month.
- ITfoxtec may terminate the subscription, with a notice period to the Customer of at least 180 days.
- the customer will have no further right to access or use the SaaS FoxIDs product;
- ITfoxtec may immediately after termination deactivate Customer’s User Account; and
- the Customer tenant and related data will be deleted within 14 days.
- Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within 30 days of its receipt of written notice from the other party outlining the nature of the breach.
- Notwithstanding the foregoing, Customer’s failure to pay any overdue fees and expenses within 30 days of ITfoxtec notifying Customer of the overdue payment will constitute a material breach of this Agreement.
Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party:
- is dissolved;
- ceases to conduct all (or substantially all) of its business;
- is or becomes unable to pay its debts as they fall due; or
- becomes insolvent or is declared insolvent.
- ITfoxtec or its affiliate partner will invoice the Customer for all contractually binding services using the updated prices visible on www.foxids.com, possibly plus the statutory VAT.
- The Customer must pay the fees to ITfoxtec or its affiliate partner in accordance with the payment and invoice terms set out in the invoice.
- Unless otherwise specified in the applicable sales order, all fees are stated and payable in Euros.
7. Intellectual Property Rights
- Nothing in this Agreement operates to assign or transfer any intellectual property rights from ITfoxtec to the Customer, or from the Customer to ITfoxtec.
- The Customer owns all right, title and interest in all customer data. Nothing in this Agreement shall be construed as granting ITfoxtec any rights in customer data beyond those expressly provided herein.
- The SaaS FoxIDs product logs errors, events and traces to gain insights, the logs are stored according to the plan.
- Neither party may assign any of its obligations or rights under this Agreement to a third party without the prior written consent of the other party, except in the case of a merger, acquisition, corporate reorganization or sale of assets.
9. Acknowledgements & Warranties
- The Customer acknowledges that complex software is never wholly free from SaaS product defect; and subject to the other provisions of this Agreement, ITfoxtec gives no warranty or representation that the SaaS FoxIDs product will be wholly free from SaaS product defect.
- The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, ITfoxtec gives no warranty or representation that the SaaS Product will be entirely free of security vulnerabilities.
Notwithstanding any of the above, ITfoxtec warrants that:
- it shall provide the SaaS FoxIDs product in a professional manner consistent with general industry standards; and
- the SaaS FoxIDs product, and the use thereof, will not infringe any intellectual property rights of a third party.
ITfoxtec shall not be liable for a breach of warranty that is the result of:
- a defect in any third-party products (including both hardware and software products) not provided by ITfoxtec as part of the SaaS Product;
- blocking of the execution of the SaaS Product by third-party products (including both hardware and software products) not provided by ITfoxtec as part of the SaaS Product;
- a failure by Customer to perform its obligations expressly stated in this Agreement;
- Customer data; and
- use of the SaaS Product by Customer that is not in conformity with this Agreement.
Customer shall be required to report any breach of warranty to ITfoxtec within a period of thirty (30) days of the date on which the incident giving rise to the claim occurred. ITfoxtecs sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of these warranties will be for ITfoxtec, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if ITfoxtec fails to correct the breach within such cure period, Customer may terminate the affected order and, in such event, ITfoxtec shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination.
Any and all warranties, expressed, incorporated or implied, are limited to this extent.
- ITfoxtec shall, at its own cost, maintain in full force and effect during the subscription term of the Agreement the minimum insurance coverage. Should ITfoxtec at some point in time replace the current insurance, the Customer’s sole and exclusive remedy in case of any dissatisfaction with the new insurance, is to terminate the Agreement immediately upon written notice to ITfoxtec.
10. Limitations of Liability
- Each party is liable for any damage incurred due to its breach of the Agreement, subject to the limitations in this section.
- A party’s annual liability for damages under this Agreement is limited to an amount equal to all fees paid under the Agreement during the six month period preceding the event giving rise to the damages, or in case the Agreement has been in force less than six months, maximum all fees paid until date.
- In no event will either party’s maximum aggregate liability arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the limited amount specified in this section. The foregoing disclaimer will not apply to the extent prohibited by law.
The parties shall:
- keep confidential information of the other party strictly confidential;
- not disclose the confidential information to any person without the other party’s prior written consent, and then only under conditions of confidentiality approved in writing by the other party;
- use the same degree of care to protect the confidentiality of the other party’s confidential information as used to protect own confidential information of a similar nature, being at least a reasonable degree of care;
- act in good faith at all times in relation to the other party’s confidential information; and
- not use any of the other party’s confidential information for any purpose other than the permitted purpose.
- The parties may disclose confidential information to the party’s own officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the confidential information for the performance of their work with respect to the permitted purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the confidential information.
This clause imposes no obligations upon the parties with respect to confidential information which:
- is known to the parties before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
- is or becomes publicly known through no act or default of the parties; or
- is obtained by the parties from a third party in circumstances where the parties has no reason to believe that there has been a breach of an obligation of confidentiality.
- The restrictions in this clause do not apply to the extent that any confidential information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.
- The provisions of this clause shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
12. Force Majeure Event
- Neither party will be liable to the other party for any force majeure event.
In the event of material breach by the Customer ITfoxtec is entitled to:
- terminate this Agreement with immediate notice;
- discontinue the provision of any services under this Agreement;
- deactivate the user account and delete the customer data; and
- claim damages.
- The Customer is not entitled to claim damages for any direct or indirect losses incurred as a result of ITfoxtec’s decision to enforce any of its rights under this clause.
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15. Governing Law & Jurisdiction
- This Agreement is to be governed by and construed in accordance with Danish law.
- The courts of Denmark is to have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.