PRODUCT OFFERING AGREEMENT FOR AN ONLINE SOFTWARE AS A SERVICE TOOL (SAAS) – GLOBAL PAYROLL CALCULATOR (“Agreement”)

Edition effective since: September 1st, 2022

This SaaS Public OfferingAgreement is entered into digitally. This Agreement will be legally binding for Acumen and for anyone who is qualified as Customer since Effective date as determined below.

1.              GENERAL PROVISIONS

1.1.         Quick reference and Definitions:
“Acumen”	Acumen International OU trading under Acumen International trademark is a company which is providing the Services hereunder and is the party to this agreement, hereto referred to as Acumen.Registered office at Narva mnt 13, Tallinn, 10151, Estonia.
“Customer”	Shall mean a legal entity or individual which orders the Services hereunder and is the party to this agreement since the “Effective date” (as defined below). Customer shall enter all necessary data through Client Private Area access. If you enter this Agreement on behalf of a legal entity, you warrant that:You have the full legal authority to bind the legal entity to Agreement;You have read and understood the Agreement;You agree that you have the legal entity’s permission for ordering the Service;You agree to Agreement on behalf of the legal entity that you represent.
User	An Individual that has not became a Customer of the service yet and that can have access to the unpaid free trial of the service.
Service	Here online service means paid access to the online SaaS tool. Its purpose is to give customers the ability to get automated calculations of payroll taxes and employment costs in various countries of the world. The service is named for customers a Global Payroll Calculator.
“SaaS”	“Software as a service” – Software as a Service, under which multiple customers gain access, usually through the internet, to what is typically the same software. The application is deployed on servers controlled by the supplier. A SaaS agreement, or software as a service agreement, lays out terms and conditions of a software delivery model. In this type of model, software and data will be centrally hosted and users and customers will access the software and data over the internet.
“Effective date”	Is the date when this Agreement becomes legally binding for the Customer and starts since any of the following situations, whichever occurs first:(1)    upon creating a Customer’s personal account in the Client Private Area (including when being invited by the Admin). Creating a Customer’s personal account entails an obligation to verify the Customer’s email.(2)    If the Customer agrees to or is deemed to have agreed to the Agreement; any use, access or attempt to use or attempt to access the Software online or the Service, including Free Trial, shall be considered deemed to agree.(3)    If Customer makes the first payment for the Service.Agreement does not require its execution in writing.
“Free Trial”	Access to the Software is limited in the period of usage (7 calendar days) and limited to a number of calculations (up to 10 calculations), for getting familiar with the interface, service, and functions of the Global Payroll Calculator, provided to the User free of charge.
“Client Private Area (CPA)”	Is the personal account at the Global Payroll Calculator website (https://globalpayrollcalculator.com/) with the data on the Customer’s Subscription Plan and relevant personal (account) information.
“Parties”	Acumen and Customer are jointly referred to as the Parties, and each individually – the Party.
“Privacy Policy”	Terms on processing personal data and privacy rules that are legally binding for the Parties may be changed occasionally by Acumen, available at:  https://globalpayrollcalculator.com/privacy-policy/
“Software”	Software provided by Acumen under this Agreement;Global Payroll Calculator (“GPC”) shall stand for Software unless otherwise specified in the Subscription Plan.
“Subscription plan”	A subscription to a plan is an agreement between a Customer and Acumen, according to which Acumen agrees to provide a user with a set of services under the terms of the plan, and a Customer receives the right to use the services and undertakes to pay for these services. The detailed information on current Subcription plans can be found on the pricing page on our website https://globalpayrollcalculator.com/pricing/
“Monthly payment” “Annual payment”	Payment for the period of 30 calendars days for monthly subscription plan or a calendar month.  Payment for 12 calendar months for a yearly subscription plan.
“Subscription Term”	Subscription Term the initial term of Customer Subscription as agreed in the Agreement ( see ‘Effective date”) which commences on the date of acceptance of the Service or as otherwise agreed to by the parties.
“Auto– prolongation (auto-renewal)”	Services use auto-renewal for their subscription plans. This mode in active status (by default or by choose) means that after a billing period ends, the provision of services does not stop (evergreen renewal).  The procedure for such renewal is the following:Five days prior to the expiration of a monthly subscription plan (on 25th day following the subscription activation) or annual subscription plan (during the 12th month after the subscription activation) the Acumen shall give to the Customer a Notice (whether in the form of e-mail, or pop-up notification) specifying the date of the subscription plan end. Such a Notice shall also indicate the amount of fee to be charged for the extension of subscription for the following period and the procedure for canceling the subscription. The detailed subscription conditions are stipulated in Section 4 of the present Agreement.In case the Customer does not decline the auto-renewal, the fee for the applicable subscription plan will be withdrawn from the Customer on the day following the date of the subscription plan end.
“Billing”	Billing means invoicing the customers with a bill charged to the Customer on a monthly or annual basis depending on the Subscription Plan. Billing can be set over a specific period, such as 1 (one) month or 12 (twelve) months.
“Fees”	The fees charged to the Customer according to the Subscription Plan and paid by the Customer for accessing the services they purchased.
“Intellectual Property Rights”	All copyright and related rights, patents, rights to inventions, utility models, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Terms of Use”	Terms of Use that are legally binding and rules for the Parties, may be changed occasionally by Acumen, available at:  https://globalpayrollcalculator.com/our-website-terms/

1.2.         Subject of Agreement. Acumen grants the Customer revocable worldwide free and paid access to the Software for the business purposes in accordance with this Agreement, the Terms of Use and Privacy Policy, during the validity period of this Agreement. Software and data will be centrally hosted, and the Customer will access the user interface of the Software and data over the Internet.

1.3.         Binding terms. Terms of Use and/or Privacy Policy may be changed from time to time by Acumen with prior notice to the Customer, and about these changes Customer can be informed through the public web sources (Acumen website or email notifications); Acumen may introduce pop-up notification, email or CPA notice on such change which may have immediate effect. The Customer confirms their awareness and consent to the changed Terms of Use and/or Privacy Policy by continuing access to the user interface of the Software upon change of Terms of Use. By using the Service, Customer accepts these terms and conditions in full. If Customer disagrees with these terms and conditions or any part of these terms and conditions, the Customer must stop using this service and cancel the Subscription plan

1.4.         Prepayment. Service is delivered upon prepayment is done pursuant to the selected Subscription Plan, normally within 1 business day. Acumen provides the Customer with the Access Credentials (for example, passwords and other enabling access to the Software).

1.5.         Free Trial. The Customer may request the Free Trial. Free Trial starts after the activation via the link sent to the Customer email address upon Sign-Up on the Software website. Terms of Free Trial may be communicated with the Customer in the free trial activation email. Customers may skip Free Trial and proceed with the selected Subscription Plan at any time.

1.6.         Validity period. This Agreement is concluded indefinitely. The Customer receives the service (1) during Free Trial (if any) or/and (2) as long as the Customer makes payments for the selected monthly or annual Subscription Plan. Failure to provide the due payment leads to Acumen’s suspension of the service but does not automatically terminate the Agreement. The Agreement is valid during the period of the selected Subscription Plan and is terminated when the selected plan expires.

2.              Service level agreement and Maintenance

2.1.         System Runtime with the Availability. Acumen shall provide the Software available online as specified below:

–         System Runtime: 24×7; 365(366) days;

–         Availability: 93%

2.2.         Maintenance. The Software update is provided automatically, the Customer doesn’t need to launch an update. Acumen may use reasonable technical measures to limit the use of Software resources by the Customer for the purpose of assuring services to its customers generally. Acumen may temporarily suspend the Customer’s access to the Software for the purposes of scheduled maintenance to the Software. Acumen shall ensure that all scheduled maintenance is carried out outside Business Hours (means the hours of 09:00 to 17:00 within UTC time zone). The schedule of the maintenance works is provided by Acumen via email to the Customer in a timely manner, except for urgent cases or cyberattacks. Acumen shall apply adequate data security measures: (1) data backup; (2) security of entered data; (3) encryption tools.

3.              ONBOARDING AND SUPPORT SERVICE

3.1.         Onboarding procedure. To get an access, the Customer shall undergo procedure as follows:

1)       Customer shall sign up online on https://globalpayrollcalculator.com/

2)       Customer gets “Confirmation email” and activates Free Trial version of Software by clicking the embedded link;

3)       Customer gets a “Welcome email” with the terms and the link to start using Free Trial;

4)       Customer shall log in (also known as online ‘sign in’ and shall use the Software in accordance with the Free Trial terms;

5)       If Customer has questions, they can get answers and assistance via email/phone or by filling feedback form, or other forms of communication in CPA;

6)       After Free Trial period expiry or at any time, Customer can proceed (also known as ‘upgrade’ with the paid Subscription plans by filling Update Plan Request Form in CPA and accepting the Terms and Conditions of the Agreement.

7)       After getting the request, the relevant invoice will be issued automatically; or Acumen’s Account/Sales manager will contact the Customer and send an invoice and will answer the questions that may arise.

8)       After the payment, the Customer gets a “Welcome email” with the link to start paid plan and gets access to Software on terms according to the selected Subscription Plan.

9)       All Subscription Plans can be extended upon the Customer’s written request by email or CPA to the Acumen team;

10)   In case of Technical and online limitations from any of the parties of this Agreement, Acumen may consider postponing the service delivery or terminating this Agreement, or changing the Subscription Plan of the Customer.

3.2.         Digital contract. The Agreement is deemed to be concluded digitally since the Effective date. The Customer receives the Service within the scope of accessible functions in accordance with the chosen Subscription Plan. Update of the Subscription Plan shall also mean the acceptance of the terms hereunder. Acumen may use check–boxes and similar tools to have digital proof of your acceptance or consent.

3.3.      Customer support. Acumen provides the support services to the Customer under this Agreement via email, telephone, and the Feedback form in the Global Payroll Calculator CPA, as provided on https://globalpayrollcalculator.com/. Acumen shall make reasonable efforts to reply and provide the technical support within forty-eight hours after receiving the request. Any further customer services and customer support tools can be provided by Acumen without amending this Agreement.

The scope of the Customer support does not cover advice or guidance on the legal, financial, accounting, taxation or other matters not related to the work of the Software user interface.

4.              CHARGES AND PAYMENTS

4.1.         Subscription Plan. The Customer shall pay the charges specified in accordance with the selected Subscription Plan which is available on the Pricing Page https://globalpayrollcalculator.com/pricing/. Invoices and/or charges, and respective payments may be charged on a monthly or annual basis, as opted in the Subscription Plan; Acumen will send invoices 5 days before the end of the activated month/year period. Automatic payment charges may apply if Customer opted for this and provided banking and/or card details. More of the terms on the Subscription Plans, scopes of functions and Customer’s accounts are laid down in the Terms of Use. All prices are and currency is indicated in the Subscription Plan.

 After a customer pays their subscription fee, they will receive a confirmation email detailing the billing period.

4.2.      Changes by Customer. Customer may change (upgrade or downgrade) current Subscription plan by emailing Acumen upon 3-day advance notice. In the event of changing the subscription plan, further invoices and/or charges, and respective payments will be adjusted.

4.3.         Changes by Acumen. Acumen has the right to review the pricing with an effect to the future unpaid periods (month, year, other), provide discounts, special offers, and best deals, as may be announced by Acumen in emails or public web sources (official website) occasionally. As permitted by law, you accept the new price by continuing to use the Software after the price change takes effect or may cancel the Subscription at any time.

4.4.         Suspending service if unpaid. Acumen may (but not obliged to) suspend the provision of the services if any amount due to be paid by the Customer to Acumen under this Agreement is overdue. However, Acumen may extend service delivery while waiting for payment. Acumen may deliver an email advance notice on need to pay for the service and/or notice that payment has become overdue.

4.5.         Overdue payments. If the Customer does not pay proper amount due to Acumen under this Agreement, Acumen may:

suspend service.

4.6.      Refund policy. All GPC paid plans have a fixed-term commitment plan you’ve subscribed for (generally set to 1 or 12 months). All fees paid by you to Acumen are non-refundable and there are no credits for partially used Payment Plan periods.

5.              DATA PROTECTION AND CONFIDENTIALITY OBLIGATIONS

5.1.      General compliance. Acumen shall comply with relevant data protection regulations (https://gdpr.eu/), (https://www.privacyshield.gov/). Acumen shall follow terms set in its Privacy Policy. Privacy policy predominates over the rules set hereunder.

5.2.         Purpose. All data collected by the Acumen is used for the purpose of delivering the Service. Acumen reserves its right to deliver direct marketing messages, and by entering into this Agreement shall stand for Customer’s explicit content for direct marketing communications.

5.3.         Consent. The Customer shall gives consent to Acumen for gathering, storing and otherwise processing personal data (be it copying, reproducing, distributing, exporting, adapting, editing or translating) for the purposes of performance hereof, for securing the adequate operation of the Software, for sending the Customer marketing materials. Once consent is withdrawn, Acumen may still have another valid ground for processing personal data The Customer shall also give consent to Acumen for unlimited access to all the Customer’s activities and calculations performed by the Customer as well as for their processing, transmitting, copying, reproducing, distributing, translating, adapting, or editing in any way.

5.4.         Eligible disclosure. Acumen may disclose the Personal Data to its officers, employees, professional advisers, insurers, agents and subcontractors, who act on need-to-know basis, in particular, for the performance hereunder. Such disclosure refers, in particular, to system administrators, sales managers, product managers, SaaS internal and external developers. Acumen shall ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

5.5.      Data flows. Acumen may engage joint controllers, processors, sub-processors with respect to Customer Personal Data, or third parties identified in Privacy Policy. Acumen may transfer the Customer data to its partners in forms and scales required to provide for the high-quality service of the Software. Personal data may be transferred to other countries pursuant to Privacy Policy, Customer consents to cross-border data transfer. Acumen may choose location of servers at its own discretion or may engage outside server/hosting provider. By submitting personal data to Acumen, Customer agrees that Acumen and its partners may process, transmit and/or store personal data to a third parties to the extent necessary for Acumen to perform its obligations under the present Agreement. In case of changing ownership of the Software and/or of the Acumen, the acquiring Company shall receive gathered Personal Data. In such a case notification hereof shall be sent to the Customer via e-mail or website enabling the Customer to determine the further actions related to the Personal Data. If there is an omission to act by the Customer within the period of time specified in the Notice, such a Customer shall be deemed as having given Consent for transferring and processing Personal Data by the new owner.

5.6.         Data deletion. Acumen is data controller of personal data needed for performance hereunder. Upon End date Acumen may (but is not obliged to) store any data uploaded by the Customer. Acumen shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer. Deleting of the necessary for Software operation personal data upon the Customer’s request may lead to the early termination of this Agreement.

5.7.         Confidentiality. Acumen shall keep the Personal Customer Data strictly confidential unless the Agreement sets otherwise; use the same degree of care to protect the said confidentiality as Acumen uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care. Agreement imposes no obligations upon Acumen with respect to the Customer Personal Data that: (1) is known to Acumen before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (2) is or becomes publicly known through no act or default of Acumen; (3) is obtained by Acumen from a third party in circumstances where Acumen has no reason to believe that there has been a breach of an obligation of confidentiality. Acumen may disclose the Customer Personal Data if it is obliged to do so by: (i) the law or regulation; (ii) any judicial or governmental order or request. The provisions of this Section shall survive for subsequent 3 years following the End date.

6.              INTELLECTUAL PROPERTY

6.1.         IP is not transferred. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Acumen to the Customer, or from the Customer to Acumen, unless otherwise is explicitly agreed upon. The access and use of the Software do not constitute any ground for any intellectual property entitlement of Customer neither relating to the objects created as a result of such use or access, nor to the objects already existing in the Software.

6.2.         IP restrictions. The Customer does not have a right to a physical copy of the Software used. The Customer must not use the Software in any way that causes, or may cause, damage to the Software (such as impairment of the availability or accessibility of the Software) as well as to Acumen or its clients. The Customer must not: use the Software in any way or with the purpose that is unlawful, illegal, fraudulent or harmful; or allow unauthorized access of use of Software; access (reverse engineer, decompile, disassemble etc.) or utilize (be it copying, amending or any other form) the code of the Software (including object code, intermediate code and source code). Customer must not: republish material from the Software or website (including republication on another website); sell, rent or sub-license material from the Software or website; show any material from the Software or website in public; reproduce, duplicate, copy Software, or otherwise exploit Software beyond acceptable use; edit or otherwise modify any material on the website; or redistribute material from Software or website except for content specifically and expressly made available for redistribution.

6.3.         IP infringement remedies. Acumen collects data related to the unauthorized use of its Software, including personal data. Any unauthorized user, be it of Customer or of its affiliates, of Acumen’s Software is hereby informed and consents to such collection of data, as well as its transmission and use for anti-piracy purposes. Acumen reserves its right to apply IP infringement remedies worldwide.

7.              WARRANTIES, LIABILITY AND DISPUTE RESOLUTION

7.1.         “As is” software. ACUMEN PROVIDES THE SOFTWARE ON THE “AS IS” AND “WITH ALL FAULTS” BASIS AND IS NOT LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL LOSES OR DAMAGES (BE IT FINANCIAL, DATA LOSSES OR OTHERS) EMANATING FROM THE INCORRECT WORK, ANY OTHER FAULTS OF SOFTWARE OR RESULTING FROM THE ANY UNAUTHORIZED ACCESS BY THIRD PARTIES. ACUMEN ENDEAVOURS TO PROVIDE THE BEST OF SERVICE AND MAINTAIN UNRESTRICTED ACCESS TO THE SOFTWARE. ACUMEN MAKES NO OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THE DOCUMENTATION. IN ADDITION, ACUMEN DOES NOT WARRANT THAT THE SOFTWARE’S OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED.

7.2.         Security disclaimer. The Customer acknowledges that complex Software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Acumen gives no warranty or representation that the Software will be entirely secure. Acumen shall not be liable to the Customer in respect of any loss or corruption of any data, database or Software providing that this Clause shall not protect Acumen unless it has fully complied with its relevant obligations under this Agreement.

7.3.         Limitation of liability. The liability of Acumen according to the Agreement shall be limited to the one-time amount fee which was paid for last activated month/year period, depending on the Subscription Plan. In no event Acumen shall be liable to the Customer for indirect, incidental or consequential damages, including, but not limited to loss of use, loss of data, loss of production, loss of interest and loss of profit, arising out of, resulting from or incident to the performance or non-performance of the Services. Acumen shall only be liable for any damage incurred by the Customer in the event of gross negligence or intent of Acumen.

7.4.         Force Majeure. Acumen shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event. The Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (1) promptly notify the other; and (2) inform the other of the period for which it is estimated that such failure or delay will continue. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

7.5.         Dispute resolution. The Parties shall strive to settle any conflict which may arise through dialog and mutual discussions. In case of any conflicting situation, the Parties shall inform one another about the matter of conflict in a timely manner. The Party, which was informed about contradictory circumstances strives to settle the issue on the good faith principles. The Parties may engage the neutral certified mediator as to resolve the matter from agreed independent local or global mediation body. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales. Parties may also apply procedures for Mediation, for Expert Determination, for Adjudication, and for other forms of ADR, to be administered by the London Court of International Arbitration (LCIA), or in which the LCIA is to act as appointing authority.

8.              TERMINATION

8.1.         Validity period. See above Clause 1.6.

8.2.         Cancelling subscription by Customer. The Customer may cancel their subscription at any time and their subscription will remain active for the duration of the period for which Customer had paid the services. In case of cancellation of specific Subscription plan, previously paid amounts are not refundable. Cancelling of the subscription does not entail the Termination of the Agreement, unless directly requested by the Customer otherwise.

8.3.         Early termination of Agreement by Customer. The Customer may terminate the agreement in whole upon 30-day advance notice. Amounts paid are not refundable in case of cancellation of a specific Subscription plan.

8.4.         Early termination of Agreement by Acumen. Acumen may terminate this Agreement by giving to the Customer at least 30 days’ written notice of termination. Acumen must refund to the Customer any Charges paid by the Customer to Acumen in respect of services that were to be provided to the Customer after the termination of this Agreement, without prejudice to the parties’ other legal rights.

8.5.         Early termination of Agreement by Acumen for breach by the Customer. Acumen may terminate this Agreement immediately by giving email notice of termination to the Customer if the Customer commits a material breach of this Agreement.

8.6.         Termination by either Party. Subject to applicable law, either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party: (1) is dissolved; (2) ceases to conduct all (or substantially all) of its business; (3) is or becomes unable to pay its debts as they fall due; (4) is or becomes insolvent or is declared insolvent; (5) as a result of illness or incapacity, becomes incapable of managing his or her own affairs; (6) is the subject of a bankruptcy petition or order.

8.7.         Survival. Upon the termination of this Agreement, the specific provisions of this Agreement shall survive as stated in the Agreement.

9.              MISCELLANEOUS

9.1.         Severability. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

9.2.         Assignment. Acumen may transfer, sub-contract or otherwise deal with its rights and/or obligations under these terms and conditions without notifying Customer or obtaining Customer’s consent. Customer may not transfer, sub-contract or otherwise deal with Customer’s rights and/or obligations under these terms and conditions.

9.3.     Reference to Subscription plan. Subscription plan is available through CPA and also under the following URL: https://globalpayrollcalculator.com/pricing/. Amending Subscription plan is allowed in electronic form, without the need to execute the same in writing.

Annex 1 Services Details

1. Services: Providing paid access limited to the selected Subscription (Plan) to Acumen’s software located at web resource: www.globalpayrollcalculator.com (or any other URL, which will be notified to the Customer in advance).

2. Deliverables: The Customer will be able to calculate the total employer cost in foreign countries under the countries’ list, which is set out at the URL above (which may be amended from time to time by Acumen). The Customer acknowledges that these calculators are for information purposes only and the Customer shall not rely on, or make any decisions based on, the information provided by such calculators.