Terms and conditions

By using Scopey, you acknowledge that you are familiar with the Terms & Conditions of our service and agree to abide by them.

These General Terms and Conditions of Service (the "Agreement") are entered into between the entity specified in the Order Confirmation for accessing The Services (referred to as the "Customer") and Scopey Ltd ("Scopey"), collectively referred to as the "Parties" or each as a "Party".

This Agreement encompasses all operational regulations, policies, and guidelines mentioned herein or published on scopey.com by Scopey, including but not limited to: (i) the Order Confirmation, which provides details about the Customer's order (the "Order Confirmation"); (ii) Scopey's terms and conditions for using the Site ("Site Terms of Use"); (iii) Scopey's guidelines on the usage, disclosure, and management of Customer data ("Privacy Policy"); (iv) Scopey's list of subprocessors ("Sub-processors"); and (v) Scopey's guidelines on Customer data processing ("Data Processing Agreement") (collectively referred to as "The Agreements"). Occasional updates may be made to the Agreement, its rules, policies, and guidelines for valid reasons such as enhancing existing features or ensuring compliance with applicable laws. In the event of significant changes to the Agreement, Scopey will notify the Customer accordingly, as deemed appropriate under the circumstances.

Definitions

1.1 Authorized User: the designated beneficiaries (e.g., employees, contractors, agents of the Customer) who are registered and authorized by Scopey to use The Services under this Agreement, subject to any restrictions specified in an applicable Order Confirmation.

1.2 Contract Templates: standard forms available on the Platform that serve as suggestions for commonly used agreements. These templates aim to streamline the contractual process and improve the site's user-friendliness, but they do not provide legal advice. Consequently, Scopey's Services and Contract Templates do not constitute legal advice, and the Customer is encouraged to seek external legal advice concerning the execution of legal documents, as also mentioned below in Section 9.

1.3 Order Confirmation: Specifications and details of the desired subscription that the Customer intends to order. An Order Confirmation does not hold any binding effect until both Scopey and the Customer duly execute it in accordance with Section 2, at which point it becomes part of this Agreement.

1.4 The Platform: Scopey's web-based system for drafting and managing contracts.

1.5 The Services: All features and functionalities, including websites and user interfaces, as well as all content and software applications associated with Scopey's comprehensive contract management platform, enabling users to electronically draft, send, sign, and automatically store all agreements in a centralized location.

1.6 User Content: Content created by the Customer on the Platform.

Acceptance

2.1 The Agreement becomes binding and effective for any use of the Services by the Customer upon the Customer's acceptance of the Order Confirmation, which can be done in one of the following ways: I. Electronically or physically signing the Order Confirmation and/or the Agreement through the Scopey Platform; or II. Clicking the designated "accept" button via a web form or a similar method.

2.2 Term of the Agreement

The Agreement becomes effective on the date when a valid Order Confirmation is executed in accordance with Section 2.1 (the "Effective Date") and remains in force for the duration specified in the Order Confirmation (the "Initial Term") or until terminated as per Section [2.3.1] and[/or] 13 (the Initial Term and any subsequent renewal of the Agreement collectively referred to as the "Term").

2.3 Automatic Renewal

2.3.1 On the last day of the Initial Term and on each subsequent anniversary of that date, the Agreement will automatically be renewed at Scopey's current standard non-discounted price for an additional period equal to the preceding subscription period, as specified in the applicable Order Confirmation. This renewal is subject to the terms referenced in the Order Confirmation, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days prior to the end of the current term. The Customer must send their notification of non-renewal to: support@scopey.co. Any such non-renewal shall be considered a termination of the Agreement for the purposes stated herein.

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Payment Terms

3.1 Pricing and Tax

3.1.1 Unless otherwise specified in the Order Confirmation, all fees are stated in Euros, or as specified in the Order Confirmation, excluding any taxes. The price for the Customer's purchase of the Services is subject to applicable Value Added Tax (VAT) and any other mandatory taxes. Scopey will notify the Customer of the applicable VAT and taxes when signing up for the Services, and it is the Customer's responsibility to make the necessary payments for such VAT and taxes upon Scopey's invoice issuance.

3.1.2 The prices, features, and options of the Services are based on the subscription plan chosen by the Customer, which may include usage or overage fees. Scopey does not guarantee the indefinite availability of a specific subscription plan. Scopey reserves the right to modify the prices, features, or options included in a particular subscription plan without prior notice, provided that such changes will take effect from the Customer's next Term.

3.1.3 Scopey will notify the Customer in writing of any changes in its prices for the subsequent renewal term no later than 45 (forty-five) days before the previous term expires.

3.1.4 As specified in the Order Confirmation, the Customer will be invoiced or billed via credit card payment. Unless otherwise stated in the Order Confirmation: (i) The Services are non-cancellable during the Term, and all fees are non-refundable; and (ii) Payment for the Services and any applicable taxes is due upon acceptance of the Agreement and must be paid in advance as specified in the Order Confirmation for each period that the Agreement remains in effect. In the event of late payment, any outstanding amounts will accrue interest at a rate of 1.5% per month, along with an administration fee of DKK 100 for each reminder sent to the Customer regarding late payment. Additionally, if the Customer fails to pay any invoiced fees in accordance with this Agreement, Scopey may immediately suspend the Customer's access to the Scopey Service. Such suspension does not release the Customer from its obligation to pay the invoices or any other fees payable to Scopey under the relevant Order Confirmation.

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Using the Services

4.1 Eligibility to Use

The Customer declares and confirms that they are of legal age (18 years or older, or the legal age in their resident jurisdiction) and possess the legal capacity to enter into this Agreement. If the Customer is accepting this Agreement on behalf of an organization or entity, they declare and confirm that they, or the authorized individual accepting this Agreement and/or the Order Confirmation, have the authority to bind that organization or entity to this Agreement and/or the Order Confirmation.

4.2 Access to Scopey Content

Subject to this Agreement, Scopey grants the Customer a limited, non-exclusive, revocable, and non-transferable license to access and utilize the Services throughout the Term solely for their internal business purposes.

4.4 Access to Customer's Content

Scopey does not pre-screen content uploaded to the platform but reserves the right (though not the obligation) to remove any User Content that violates this Agreement or infringes upon third parties' intellectual property rights or any applicable laws in the jurisdictions where Scopey offers the Services and/or operates. The Customer acknowledges and agrees that Scopey does not verify, adopt, endorse, or approve User Content, and the Customer assumes all risks associated with their use of User Content.

4.5 Obligations

4.5.1 Scopey's Obligations

Upon acceptance of this Agreement, Scopey shall:

4.5.1.1 Provide the Services to the Customer as specified in the Customer's Order Confirmation, allowing them to use the Services, its content, and materials within the applicable limits or maximums.

4.5.1.2 Implement industry-best practices, such as secure SSL connections, two-step verification, confirmation tokens, token authentication, encrypted data storage, unique keys, and security protocols, to safeguard the Customer's data.

4.5.1.3 Endeavor to maintain the Service's availability, usability, and accessibility at least 99.5% of the time ("Uptime") each month, and take appropriate measures to prevent any disruptions to the Service. In the event of any disruptions, Scopey is committed to promptly addressing the cause of the disruption and providing timely notification to the Customer.

4.5.2 The following circumstances are excluded from the Uptime definition: I. Scheduled service work agreed upon by both parties outside of regular working hours; II. Force majeure events; or III. The Customer's own circumstances that render it impossible or significantly impede the use of Scopey's Services.

4.6 Throughout the Term, Scopey will provide Support Services during the designated Support Hours (between 09:00 - 17:00 on business days in Ireland) to maintain the Service Levels, provided that the Customer cooperates in investigating and determining the cause of any faults and furnishes Scopey with all necessary and relevant information concerning such faults. All notices should be sent to support@scopey.co or alternatively via phone at 0873858282

4.7 The Customer's Obligations

Upon accepting this Agreement, the Customer shall:

I. Collaborate with Scopey by providing the necessary information and materials reasonably required for the provision of the Service, ensuring that such information is complete and accurate in all material respects.

II. Promptly notify Scopey of any unauthorized use of which the Customer becomes aware.

4.7.1 The Customer must not (and must not permit any third party to) directly or indirectly:

I. Rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise grant access to the Services to a third party.

II. Modify or create derivative works of the Scopey Service or any part thereof.

III. Reverse engineer, disassemble, decompile, translate, or attempt to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Scopey Service, except to the extent expressly permitted by applicable law and only with prior written notice to Scopey.

IV. Disable or circumvent any security measures of the Scopey Service, or configure the Scopey Service to avoid fees or in any way disrupt the integrity, performance, or security of the Services.

V. Exceed the usage limits specified in the Order Confirmation without prior notification to Scopey and payment of the associated fees.

VI. Access the Services for the purpose of developing a competitive product or service, or replicate its features or user interface.

VII. Use or allow the use of the Services for any unlawful or deceptive purpose, or in any manner inconsistent with this Agreement.

VIII. Collect, use, or disclose data that violates any third-party Intellectual Property Rights, including but not limited to copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.

IX. Violate any requirements imposed by consumer protection laws concerning the use of electronic signatures. The Customer is solely responsible for ensuring that the documents, agreements, or contracts used with the Services are suitable for electronic signatures, and Scopey assumes no responsibility or liability for such determination.

Intellectual Property

5.1 The ownership, rights, title, or interests in any Intellectual Property Rights or Pre-Existing Material belonging to a Party prior to the Effective Date shall not be altered, transferred, or assigned by virtue of this Agreement.

5.2 The Customer acknowledges that Scopey retains all rights, title, and interest (including all intellectual property rights) in and to the Services, including all related or underlying documentation, technology, code, know-how, logos, templates, any materials delivered as part of support or other services, and any updates, modifications, or derivative works thereof (collectively referred to as Scopey's confidential information). Scopey reserves any licenses not expressly granted in this Agreement. The Services are provided as an online, hosted product. Therefore, the Customer acknowledges and agrees that it has no right to obtain a copy of the software underlying the Services, and Scopey has sole discretion to make updates, bug fixes, modifications, or improvements to the Scopey Service periodically. Scopey reserves the right to change or remove features of the Services from time to time. In the event of any significant alterations to the Services, Scopey will provide the Customer with a notice period of 20 business days.

5.3 The Contract Templates may be distributed, copied, or downloaded by the Customer, provided that:

I. The Customer retains all copyright and other proprietary notices on the templates.

II. The templates are used solely for the Customer's internal business purposes.

III. The distribution of the templates is not for commercial purposes.

IV. The use of the templates is at the Customer's own discretion and risk.

5. 5.3.1 The Customer agrees that Scopey may use the Customer's name and logo on Scopey's websites and as part of a general list of Scopey's customers for corporate, promotional, and marketing purposes.

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No Legal Services

6.1 The use of scope templates, smart scan, smart suggestions or smart scopes is solely the responsibility of the Customer and is at the Customer's discretion. The Customer acknowledges and understands that the scope Templates are designed to streamline the scope drafting process for the Customer. However, Scopey will not apply the law to the Customer's specific circumstances or act as a legal advisor. Scopey is not a law firm or legal consultancy and does not provide services typically performed by attorneys or legally accredited personnel. The content of the templates is general in nature and does not provide specific advice or propose a course of action. Therefore, the Customer accepts and acknowledges that the suggestions in the templates should not be construed as legal advice under any circumstances.

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Data Responsibility

7. 7.1 The Customer retains full ownership of all rights, titles, and interests in their data. Under this Agreement and the Data Processing Agreement between the Parties, the Customer grants Scopey and its Affiliates a non-exclusive, limited-term license to host, process, transmit, and display the Customer's data strictly for the following purposes: (i) to provide, maintain, update, and resolve issues related to The Services in a reasonable manner; (ii) to prevent or address security or technical issues, including providing support; and (iii) to comply with legal requirements, the Privacy Policy, or as explicitly permitted in writing by the Customer. If Scopey is legally obligated to disclose Confidential Information, Scopey will promptly notify the Customer in writing before making such disclosure.

7.2 The Customer shall bear responsibility for the data they provide or use in The Services. The Customer is solely responsible for complying with any applicable regulations, laws, or conventions pertaining to the data they provide and their use of The Services. The Customer warrants that their collection and use of any personal information or data provided while using The Services complies with all relevant data protection laws, rules, and regulations.

7.3 Unless agreed otherwise, the Customer acknowledges that any electronic agreements distributed through The Services will include the Customer's name and email address.

8 Confidentiality

8.1 Any commercial information obtained or possessed by the Parties concerning the other Party shall be treated as confidential and shall not be disclosed to third parties without the prior written consent of the relevant Party. The obligations of confidentiality between the Parties under this Agreement shall continue indefinitely even after the termination of the Agreement.

8.2 The obligation of confidentiality shall not apply to information that: (i) becomes publicly available without the receiving party's fault; (ii) is obtained by a Party in good faith from a third party; or (iii) a Party is required to disclose under applicable law or to fulfill its obligations and exercise its rights under the Agreement.

9 Indemnification

9.1 Scopey will defend, indemnify, and hold harmless Scopey, its affiliates, officers, directors, employees, suppliers, consultants, and agents from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (i) Scopey's breach of the Agreements or any of them; (ii) the nature and content of any User Content processed through The Services; (iii) any activity in which Scopey engages on or through The Services; and (iv) Scopey's violation of any law or the rights of a third party.

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10 Limitation of liability

10.1 The use of the Service is the sole responsibility of the Customer. The Service is provided "as is" and may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability.

10.2 All warranties, conditions, and other terms implied by statute or law are excluded from the Agreement to the fullest extent permitted by law.

10.3 Scopey (or its affiliates, licensors, and suppliers) shall not be liable for any claims or actions (whether in contract, negligence, strict liability, or otherwise) arising from or related to this agreement, the Scopey service, or any of the websites operated by Scopey, including but not limited to:

(i) any loss of profits, contracts, revenue, business, business opportunity, loss or corruption of data, recovery of data, goodwill, or security breach resulting from a failure of a third-party telecommunications and/or the internet;

(ii) any loss or damage arising in connection with liabilities to third parties;

(iii) any matter beyond its reasonable control; and

(iv) any indirect, incidental, or consequential loss or damage whatsoever.

Furthermore, Scopey's liability for all claims in aggregate shall not exceed the amounts paid to Scopey by the customer during the 12-month period preceding the date on which the first claim arose, even if Scopey has been advised of the possibility of such damages. These limitations are independent of all other provisions of this agreement and shall apply regardless of the failure of any remedy provided herein.

10.4 Nothing in the agreement shall exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud, or fraudulent misrepresentation.

11 Force Majeure

11.1 Neither party will be held liable for any delay or failure to fulfill its obligations under this Agreement (excluding payment obligations) if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to strikes, blockades, wars, acts of terrorism, riots, natural disasters, power or telecommunications failures or reductions, or government actions.

Insurance

12.1 Scopey is obligated to maintain customary insurance coverage with a recognized insurance firm.

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13 Termination

13.1 Either party may terminate the Agreement, including any associated Order Confirmation, under the following conditions: (i) the other party fails to remedy a material breach of this Agreement (including failure to pay undisputed fees) within thirty (30) days after receiving written notice specifying the breach; (ii) the other party ceases operations without a successor; or (iii) if permitted by applicable law, the other party seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or similar proceeding, or if any such proceeding is initiated against the party and remains unresolved for a period of sixty (60) days thereafter.

13.2 Effects of Termination

Upon the expiration or termination of the Agreement for any reason: (i) the Customer shall settle any accrued and outstanding amounts owed to Scopey, including those for the billing cycle in which the termination occurs; (ii) all liabilities of the Customer to Scopey that have accrued prior to the effective date of termination or expiration shall survive; (iii) any licenses and usage rights granted to the Customer with respect to The Services and intellectual property shall immediately cease; (iv) Scopey's obligation to provide further services to the Customer under this Agreement shall immediately cease, except for any services expressly designated to be provided after the expiration or termination of this Agreement; and (v) the Customer shall delete (or, at Scopey's request, return) all copies of Scopey's code, templates, documentation, passwords or access codes, and any other confidential information belonging to Scopey that are in the Customer's possession or control.

14 Assignment

14.1 The Parties are not permitted to transfer their rights or obligations under the Agreement to any third party without obtaining prior written consent from Scopey. Any change in the direct or indirect control of the Customer (whether through the sale of controlling equity interests or otherwise) will be considered as an assignment of the Agreement by the Customer, which necessitates the prior written consent of Scopey.

15 Severability

15.1 Unless otherwise stated in the Agreements, if any provision of the Agreements is deemed invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable the remaining provisions of the Agreements. The remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

16 Agreement and Variation

16.1 The Agreement represents the complete agreement between the Customer and Scopey regarding its subject matter. It supersedes and replaces all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations, and understandings of any kind made by or on behalf of the parties relating to the same, whether oral or written.

16.2 No modification of this Agreement shall be effective unless it is in writing and signed by the parties or their authorized representatives.

17 Dispute Resolution

17.1 Initial Dispute Resolution

17. Most disputes can be resolved without resorting to legal proceedings. In the event that Scopey and the Customer have a dispute, both Parties agree to engage in initial dispute resolution. Before taking any formal action, including but not limited to legal actions or proceedings, the Customer shall contact Scopey at nmb@scopey.com and provide a concise written description of the dispute along with the Customer's contact information (including the Customer's username, if the dispute relates to an Account). Scopey and the Customer will make reasonable efforts to settle the dispute, claim, question, or disagreement through amicable consultation and good faith negotiations. Initiation of legal proceedings shall be subject to prior attempts at amicable resolution.

18 Waiver

18. 18.1 Scopey's failure to enforce or exercise any provision of the Agreement shall not be deemed a waiver of that provision.

19 Choice of Law and Jurisdiction

19. 19.1 The Agreement is governed by the laws of Denmark.

19.2 In the event of any dispute arising out of or in connection with this Agreement, such dispute shall be settled by the City Court of Copenhagen as the exclusive jurisdiction.

Applicable to U.S. Customers Only

19.3 For Customers located in the United States, this Agreement is governed by the laws of the State of New York.

19.4 If initial dispute resolution, as per Section 17 of this Agreement, fails to resolve the dispute, both Parties agree that the Civil Court of the City of New York shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

Notices and Contact

20.1 Any notices required to be given under this Agreement shall be provided in writing and may be delivered via email, hand-delivery, or sent by pre-paid or recorded delivery post to the other party at the address specified in this Agreement or the Order Confirmation.

20.2 If a notice is delivered by hand, it shall be considered received upon delivery (or if delivered outside of business hours, at 9 am on the first business day following delivery). A properly addressed notice sent by pre-paid first-class post or recorded delivery post shall be considered received at the time it would have been delivered under normal postal procedures. A notice sent by email shall be considered received at 9.00 am on the first business day following its delivery.

1. 20.3 The Customer can send notices to Scopey via email at support@scopey.co.

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