Master Services Agreement
This Master Services Agreement (“MSA”) is entered into by and between you as a customer (“Customer”) and ConnectMyApps with registered address at Smeltedigelen 1, 0195 Oslo and with company registration no. 913244990 (“ConnectMyApps”). The MSA covers any use of the services as described and delivered hereunder (the ‘’Services”) and applies to the Customer to which ConnectMyApps provides access to the ConnectMyApps Web Application and/or the Service.
By registering to use the Service on the ConnectMyApps website (www.connectmyapps.com), and by clicking the check box "I agree", the Customer confirms to have read, and accepted the terms of the MSA. The MSA consist of these terms and any Sow and DPA entered into between the Parties.
ConnectMyApps shall notify the Customer in an appropriate manner either via email or a notification in the Web Application, prior to changes of the Service. Replacements for defective parts of the Services made by ConnectMyApps shall not be seen as a change of Services.
- "Act" means the Norwegian Data Protection Act (LOV-2018-06-15-38), which includes the implementation of the General Data Protection Regulation (GDPR) into Norwegian law) in force at any time.
- "Agreement", “MSA” or “Terms” means this Master Services Agreement.
- "Confidential Information" includes all information exchanged between the parties under the MSA and under the provision of Services, whether in writing, electronically or orally, but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by a party to this MSA.
- "ConnectMyApps" refers to the organisation providing the Service and Web Application. The registered address of ConnectMyApps AS is Smeltedigelen 1, 0195 Oslo, Norway, company number 913244990.
- "Customer" means the company registered to use the Service and/or entering this MSA, and which authorizes its User(s) to use the Services. Each Customer is an individual legal entity.
- "Data" means any data inputted by Customer or with Customer´s authority into the Web Application, for the purposes of ConnectMyApps providing the Service to Customer.
- ‘’Go-live Date’’ means the date the integration workflow goes into live production use, or the date Customer subscribed to a paid plan as chosen by the Parties, or upon acceptance by Customer.
- "Intellectual Property Right" means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- "Personal Data" means any information of a nature where the information may be connected to a person, such as, but not limited to, personal name, social security number, date of birth, phone number, address, phone number and e-mail address.
- "Service" or "Services" means the online data synchronisation services made available (as may be changed or updated from time to time by ConnectMyApps) via the Web Application or via web service application programming interfaces (API). The Service also includes other tasks and other Value-added service as described and priced under a Statement of Work (SoW) and delivered by ConnectMyApps under the MSA.
- Customer "Subscription" means the fees (excluding any taxes and duties) payable by Customer in accordance with the fee schedule set out on the Website (which ConnectMyApps may change from time to time on notice to Customer) and/or in an applicable SoW.
- “Subscription term” means the period in which the Customer is granted the right to use the Service.
- “Statement of Work” (SoW) describes the technical requirements of the proposed integration and associated time and cost for the work, including any applicable Subscription fees.
- "Third-party application" refers to software programs which are connected using the Service.
- “User” means the person authorised by Customer to use the Services. The Customer is responsible for the User’s use of the Services, and its acts and omissions, as if they were Customer’s own.
- “Value-added services” means any professional consulting and advice provided by ConnectMyApps as set out in a SoW and billed to Customer on a time and material basis.
- “Web Application” means the ConnectMyApps integration platform, which allows the Customer to synchronize data between its various applications.
- "Website" means the Internet site at the domain www.connectmyapps.com or any other site operated by ConnectMyApps.
2. Use of Service
ConnectMyApps grants Customer the right to access and use the Service, during the Subscription term, via the Web Application and according to Customer’s subscription level. This right is non-exclusive, non-transferable, and limited by and subject to this MSA. The Service may consist of consulting, development, project management and related services, delivered on a time and material basis, and as described under the SoW.
During the course of the MSA, Customer may request certain advice and professional consulting from ConnectMyApps not covered in the original SoW, and subject to confirmation from ConnectMyApps, such services will be delivered on a time and material basis.
The subscription levels and price plans are described on the Website, and the SoW sets out the agreed Subscription Fees and other Services fees.
3. Customer´s Obligations and Acknowledgements
In addition to its other responsibilities under these Terms, Customer is responsible for the following:
3.1 Payment Obligations and Subscription
Customer will be invoiced by ConnectMyApps for the relevant Subscription term. Invoicing commences from the date Customer subscribed to a paid plan, or from ‘’Go-live Date’’. If not otherwise stipulated in a SoW, the first Subscription term commences from the ‘’Go-live date’’ and runs for a period of 1 year, to be automatically renewed for future 1-year periods. ConnectMyApps will automatically renew the subscription and invoice again at the start of each new Subscription term for the relevant amount for continued access to the Service until this Agreement is terminated in accordance with clause 10.
If Customer, after signing the SoW, but before subscription to a paid plan or the “Go-live Date”, terminate the Agreement, CMA has the right to invoice the Customer for 20% of the time and materials cost estimated in the SoW (excluding the Subscription fees) or for the hours worked in connection to consulting, development, project management and other related tasks performed to that point, whichever is greater.
All ConnectMyApps payment receipts and tax invoices will be sent to Customer, or to a Billing Contact whose details are provided by Customer, by email. If Customer upgrades to a different Service level, Customer may be charged the price for the new Service level from the date the new Service level comes into force. If Customer downgrades to a different Service level, Customer will be charged the price for the new Service from Customer´s next payment period onwards.
Customer is responsible that billing details are kept up to date. Any failed payments may result in a disruption of the Service. Customer may be charged for any bank or debt collection fees incurred by ConnectMyApps for failed payments. Customer is responsible for payment of all taxes and duties in addition to the Subscription.
3.2 General obligations
If not otherwise agreed to in the SoW, Customer must only use the Service and Web Application for Customer’s own lawful internal business purposes, during the Subscription term, and in accordance with these Terms. Customer is only permitted to use the Service to integrate Customer´s own internal business applications from within Customer´s own ConnectMyApps account.
The Customer may not assign any rights or delegate any obligations created by this Agreement to a third-party without the prior written consent of ConnectMyApps. Any assignment in violation of this Agreement is void. Where the Customer is authorized to use the Service and Web Application on behalf of a third-party entity, the Customer must notify ConnectMyApps in order for such entity to be registered with ConnectMyApps and will be invoiced the applicable subscription as if they were a separate Customer in their own right.
3.3 Access conditions
When accessing and using the Service, Customer must:
A) not attempt to undermine the security or integrity of ConnectMyApps' computing systems or networks or, where the Service is hosted by a third-party, that third-party's computing systems and networks;
B) not use, or misuse, the Service in any way which may impair the functionality of the Service or Web Application, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Web Application;
C) not attempt to gain unauthorized access to any materials other than those to which Customer has been given express permission to access or to the computer system on which the Service is hosted;
D) not transmit, or input into the Web Application, any files that may damage any other person's computing devices or software or material or Data in violation of any law
E) not attempt to modify, copy, adapt, reproduce, disassemble, decompile, or reverse engineer any computer programs used to deliver the Service or to operate the Web Application
3.4 Usage Limitations
Use of the Service may be subject to limitations, including but not limited to, monthly data transaction volumes and the number of database or API calls Customer is permitted to make against ConnectMyApps’ application programming interface. ConnectMyApps follows a 'fair use' policy. If Customer´s volume of transactions, API or database calls is deemed excessive, at the sole discretion of ConnectMyApps, ConnectMyApps will contact Customer and attempt to find a mutually acceptable solution.
3.5 Customer Acceptance
The parties agree that for any completion of professional consulting Services provided by ConnectMyApps described under a SoW and delivered on a time and material basis, the signature of a User Acceptance Confirmation by Customer shall demonstrate acceptance of such Services. If Customer does not sign the User Acceptance Confirmation within ten (10) business days, the Customer shall be deemed to have accepted the Services. Regardless of this, the Services shall always be considered accepted if the Customer takes the integration workflow into live production (“Go-live date”). Upon acceptance of the Services, ConnectMyApps has discharged its obligations under the SoW and the Services are deemed to have met the SoW specifications. Subsequent change requests to the Service will be considered out of scope.
4. Confidentiality and Privacy
A) The Parties agree that any Confidential Information, whether tangible, intangible, written, machine-readable, or in other form, which may be furnished by either Party (“discloser”) to the other Party (“recipient”) under this Agreement shall remain the property of the discloser. Unless the relevant party has the prior written consent of the other or unless required to do so by law, each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with the MSA. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by the MSA.
B) This clause shall impose no confidentiality obligations upon the recipient with respect to any Confidential Information that
(i) is or becomes publicly available other than by breach of the recipient’s obligations;
(ii) is known to the recipient prior to receipt from the discloser;
(iii) is received by the recipient from a third-party without an obligation of confidentiality if such third-party has the right to make such disclosure; or
(iv) is independently developed by the recipient without access to the Confidential Information.
5. Privacy - Data Protection
(i) Processor and controller roles and responsibilities
Customer will, however, act as the controller of its own personal data when ConnectMyApps integrates Customer’s Data from one application to another. ConnectMyApps may process personal data on behalf of the Customer, and Customer’s initial instructions and further processing details are set out below.
(ii) Initial instructions
Customer hereby instruct ConnectMyApps to access, transform, transfer or otherwise process personal data from the Web Application in order for the Service to function. The personal data may comprise of, for example, names, addresses, bank account number, emails as specifically described in a SoW.
Customer gives ConnectMyApps a general mandate to enter into agreements with Sub-processors given that they are in a written agreement imposing the same privacy obligations as ConnectMyApps has committed to here and in the Data Processing Agreement. The sub-contractors are listed in the Data Processing Agreement and ConnectMyApps will be responsible for sub-processors acts and omissions as if they were ConnectMyApps’ own. The Data Processing Agreement sets out the security requirements, and any other instructions made by the Customer.
The personal data will be processed in the following locations: EU / EEA
ConnectMyApps will notify Customer of any intended changes of sub-processors or locations of processing giving Customer the opportunity to object.
(iii) Processing details
ConnectMyApps will meet the requirements under the Act and GDPR art. 28 by committing to:
- only process personal data as instructed by Customer under the Master Services Agreement, Data Processing Agreement or Statement of Work, or later documented in writing.
- notify the Customer as a controller if ConnectMyApps believes that an instruction is in violation of applicable privacy laws.
- ensure that persons who process personal data are subject to a duty of confidentiality.
- implement appropriate technical and organizational measures to ensure a level of security for personal data appropriate to the risk.
- assist Customer in its duty to respond to data subjects' requests to exercise their GDPR rights.
- fulfill the requirement for data breach notification and assistance.
- Give Customer reasonable assistance with its data protection impact assessment and any cooperation with the supervisory authority.
- by Customer’s reasonable request demonstrate compliance with the obligations under GDPR art. 28 by making available necessary information. ConnectMyApps will also allow and contribute to any reasonable audits directed by Customer, at all times based on ConnectMyApps’ applicable hour rate.
- Delete or return personal data and copies at Customer’s choice at the end of the Service relating to the processing.
Each party's obligations under this clause will survive termination of the MSA Terms.
By entering into the Agreement, the Customer hereby accepts the data processing and security terms of the ConnectMyApps Data Protection Addendum (DPA). The current edition of the DPA is available for download at the Website.
6. Intellectual Property
Title to, and all Intellectual Property Rights in the Service, the Web Application and any documentation relating to such remain the exclusive property of ConnectMyApps (or its licensors).
6.2 Backup of Data
It is Customer´s responsibility to maintain backup copies of all Data and/or Personal Data inputted into the Service or Web Application. ConnectMyApps adheres to its best practice policies and procedures to prevent data loss but shall have no liability if there is any loss of Data.
6.3 Third-party Applications, Sites and Services
ConnectMyApps makes no representation whatsoever about any third-party applications or websites which Customer may access from the Web Application and Service, and Customer does such correspondence on its own behalf.
7. Customer’s Warranties and Acknowledgements
The User accessing the Service, and which registers the Customer for the Service warrants that he/she is authorized to agree to these Terms on behalf of the Customer.
Customer warrants that it has the legal grounds for processing the Personal information and Data that Customer transfers to the Web Application (whether that information and Data is Customer´s own or that of a third party).
8. ConnectMyApps’ limited warranty
8.1 Limited warranty
ConnectMyApps warrants that the Services will be performed by qualified personnel in a workmanlike manner. EXCEPT TO THE EXTENT PROVIDED OTHERWISE IN THIS SECTION, ConnectMyApps AND ITS THIRD-PARTY SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR OTHERWISE ARISING FROM THE COURSE OF PERFORMANCE OR USAGE OF TRADE. NEITHER ConnectMyApps NOR ITS THIRD-PARTY SUPPLIERS WARRANT THAT THE SERVICES, INCLUDING THE COMPONENTS THEREOF, PROVIDED PURSUANT TO THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT CERTAIN RESULTS MAY BE OBTAINED FROM THE USE THEREOF.
8.2 Quality of Services
Customer accepts that ConnectMyApps is providing software-based Services that may include errors or bugs, as is the case with any software. Upon the Customer notifying ConnectMyApps of any errors for which ConnectMyApps accepts responsibility, ConnectMyApps will use reasonable commercial efforts to rectify said errors as soon as practicably possible.
9. Limitation of liability
Neither Party shall be liable to the other Party for any indirect damages including without limitation, interruption of business, loss of profits, lost revenue arising out of these Terms (including without limitation the Services, the use of Services or the inability to use the Services).
ConnectMyApps’ maximum aggregate liability for any claim related to the Agreement shall not exceed one hundred percent (100%) of the Fees (excluding V.A.T.) paid to ConnectMyApps for the relevant Subscription Term, regardless of the basis of a claim.
The said limitations shall not apply in the case of gross negligence or wilful misconduct on the part of the breaching Party or anyone for whom it is responsible.
10. Term and Termination
Both parties may terminate these Terms by giving notice to the other party at any time during the current Subscription term. In the case of termination of a subscription at Customer’s discretion partway through a period, ConnectMyApps will not provide a refund for the remaining days in the Subscription term, but instead keep the Service accessible to the Customer until the end of the Subscription term.
11. Termination for Breach
If any of the Parties
- breaches any of these Terms (including, without limitation, by non-payment of any Subscriptions) and do not remedy the breach within 14 days after receiving notice of the breach (if the breach is capable of being remedied); or
- breaches any of these Terms and the breach is not capable of being remedied (which includes, without limitation, any breach of clause 3.3 or any payment of Subscriptions that are more than 30 days overdue); or
- a Party becomes insolvent or a Party´s business goes into liquidation or has a receiver or manager appointed of any of its assets or makes any arrangement with its creditors, or becomes subject to any similar insolvency event in any jurisdiction
then the other Party may take any or all of the following actions, at its sole discretion:
(i) Terminate these Terms with immediate effect; or
(ii) If breach by Customer: Suspend for any definite or indefinite period of time, Customer´s use of the Services and the Web Application.
For the avoidance of doubt, if payment for Subscriptions due in relation to any of Customer´s accounts is not made in full by the relevant due date, ConnectMyApps may suspend or terminate Customer´s use of the Service or the authority for all or any of Customer´s organizations to use the Service.
12. Accrued Rights
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement Customer will remain liable for any accrued charges and amounts which become due for payment before or after termination.
13. Expiry or termination
Clauses 4, 5, 6, 7, 8, 16 and 17 survive the expiry or termination of these Terms.
14. Support and Service availability
14.1 User Support
Limited User support is provided through FAQs on the Website or by contacting the ConnectMyApps Support desk via firstname.lastname@example.org or the support widget within the Web Application. ConnectMyApps will endeavour to respond within two business days to support requests, unless otherwise agreed in a separate SLA with Customer subscribing to a premium support plan.
14.2 Service availability
Whilst ConnectMyApps intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services, Web Application or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason ConnectMyApps has to interrupt the Services for longer periods than ConnectMyApps would normally expect, ConnectMyApps will use reasonable endeavours to inform Customer by email.
The operation and availability of the systems used for accessing the Service, including computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. ConnectMyApps is not in any way responsible for any such interference or prevention of Customer´s access or use of the Services.
The Service often depends on application programming interfaces (API’s) provided by third party vendors, and ConnectMyApps has no responsibility for the functionality or bugs contained in them.
14.3 Service Level and Availability
User Support is available Monday to Friday 09:00 to 16:00 CET.
The Services shall have a 99.9% availability, 24/7. However, ConnectMyApps takes no responsibility for any downtime above this but shall make reasonable efforts to resume the Service during the downtime.
Unavailability due to the following circumstances will not be calculated towards the Service Availability:
- user errors
- lack of Customer maintenance and compliance with instructions
- connectivity issues, whether it be locally in the computer networks of the Customer, or public internet lines connecting to the Services
- acts of terror and sabotage, and other force majeure situations
- unavailability for security reasons, due to intrusion attempts, ransomware and crime prevention, and direct and coordinated attacks on the Services, such as denial of service attacks
- unavailability due to service or maintenance of the Services
ConnectMyApps has a goal to resolve requests, incidents, User support and changes in a prioritized and efficient manner, and in alignment with Customer’s business needs and priorities. ConnectMyApps shall always make its reasonable efforts to respond to Customer’s support requests or incidents within 8 business hours.
If either party waives any breach of the MSA this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
15.2 Force Majeure
Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to circumstances beyond that Party’s reasonable control, including but not limited to acts of nature, labour strikes and other labour disturbances, power surges or failures, failures of communication carriers, terrorism, epidemics or outbreak of disease, or the act or omission of any third-party.
15.3 Price adjustment
ConnectMyApps may adjust the price of the Services yearly in accordance with the inflation index in Norway (calculated by Statistisk Sentralbyrå (SSB)). ConnectMyApps may also adjust the price of the Services if overall manufacturing costs increase due to unforeseen circumstances, such as an increase in the price of raw materials, direct and indirect taxes, etc.
16. Governing law and jurisdiction
This Agreement is governed by and construed in accordance with Norwegian law. Both parties hereto submit to the exclusive jurisdiction of the courts of Norway for all disputes arising out of or in connection with this Agreement, with Oslo, Norway as their exclusive legal venue.
If any part or provision of these Terms is invalid, unenforceable or in conflict with applicable laws, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that invalid provision. The remainder of this Agreement will be binding on the parties.
ConnectMyApps may be required to notify Customer of certain events. Customer hereby acknowledges and consents that such notices will be effective upon posting on our Website, in the Web Application, or delivering them to Customer through e-mail. Notices to Customer will be sent to the email address which Customer provided when setting up Customer´s access to the Service. Notices to ConnectMyApps must be sent to email@example.com
19. Rights of Third-Parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.