1. Eligibility Requirements

Program partnership is available to accounting professionals who are self-employed or in private practice that provides accounting, advisory, consulting, tax preparation or bookkeeping services to multiple clients on a fee-paying basis. You must be an accredited accountant or bookkeeper providing services in accordance with any regulatory or legal requirements for your profession and by applying to join the Program, you represent and warrant to Fiskl that you are in good standing with any regulatory body and compliant with any rules or regulations that govern your provision of services in your respective country.

Fiskl reserves the right to limit availability of the Program to entities or individuals as it deems appropriate in its sole discretion without advance notice required.

2. Free Account

Program partnership includes a royalty-free, non-transferable, non-exclusive license to one (1) Fiskl account, subject to the license terms available here, for internal use and/or to support services provided to your clients who use Fiskl.

3. Referral Discount

Program partnership includes a referral discount that partners can provide to their clients to be applied to the client’s new Fiskl subscription.

4. Partner Account

Upon completion of the Fiskl Accountant Training, partners will be invited to sign up for a Fiskl Partner account whereby they will receive revenue share commissions as outlined in the Partner program.

5. Accountant Directory

Verified program partners will be added to the Online Directory of accounting professionals who are part of the program. This provides the opportunity to be matched with Fiskl customers seeking advisory, consulting, and strategy services.

Dedicated Account Management & Support. Partners of the program will receive dedicated Fiskl support via email accountant_support@fiskl.com.

6. Fiskl Trademarks

“Fiskl Trademarks” refers to trademarks, trade names, logos, service marks, domain names and URLs found at https://fiskl.com, which Fiskl may change from time to time at the discretion of Fiskl. Program partnership includes a limited, non-exclusive, royalty-free, non-transferable, worldwide license, without the right to sublicense, for you to use, reproduce, publicly perform, distribute and display Fiskl Trademarks solely in the form delivered by Fiskl, in connection with the Program.

7. Conduct of Business

As a Fiskl program partner, you represent and warrant that you will conduct business and provide services: (a) in a manner that reflects favourably at all times on the products, services, goodwill and reputation of Fiskl; (b) in full compliance with all applicable laws and regulations; and (c) in full compliance with all agreements you may have with Fiskl including without limitation the Fiskl Terms of Service. You further agree: (i) not to engage in deceptive, misleading or unethical practices; (ii) not to make any statements, representations, warranties, or guarantees to customers that are inconsistent with the policies established by Fiskl; (iii) to provide support and services of the highest quality and integrity; and (iv) to use best efforts to resolve any complaints or disputes with your clients regarding your services under the Program in a fair and timely manner. You agree not to use or display any materials or content on your Web site in a manner that is, as determined by Fiskl in its sole discretion, defamatory, misleading, libellous, obscene or otherwise potentially damaging to the reputation of Fiskl, or the goodwill associated with Fiskl.

All Participants are solely responsible for compliance with any applicable laws, rules and regulations, contractual limitations and/or office or company policies. Any personal information collected by Fiskl is collected, used and disclosed in accordance with the terms of the Accounting Professionals Privacy Policy and the Fiskl Privacy Policy.

8. Force Majeure

Fiskl shall not be liable for any delay or failure in performance whatsoever due to Acts of God, earthquakes, shortages of supplies, transportation difficulties, labor disputes, riots, war, fire, epidemics and similar occurrences. The obligations and rights of Fiskl shall be extended on a day-to-day basis for a period of time equivalent to the period of the delay.

9. No Agency

You have no right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of Fiskl or bind Fiskl in any respect whatsoever. Fiskl may limit availability of the Fiskl platform to any individuals or entities on terms it deems appropriate in its sole discretion.

10. Indemnification

You will indemnify and defend Fiskl (its employees, directors, officers) and its affiliates, subsidiaries and agents (“Indemnified Parties”) from any and all claims, actions, proceedings, liabilities, losses, damages, costs or expenses (including reasonable attorneys’ fees) incurred by the Indemnified Parties resulting from or arising out of or in connection with (any breach by You of any covenant, representation or warranty by you under this Agreement.

11. Limitation of Liability

Partnership of the program is on a voluntary basis and the program is provided ‘as is’ with no representations, warranties or guarantees of any kind. Fiskl shall have no liability to you or any other person or entity for any damages, expenses or costs of any kind (whether arising from this agreement, related to the software, the program or to any services provided to you by Fiskl) including, but not limited to, loss of profit or other commercial or economic loss, whether arising from contract, equity, tort (including negligence or strict liability) or any other theory of liability, even if Fiskl has been advised of the possibility of such damages, or they are foreseeable.

12. Termination

Fiskl may terminate your partnership at any time, with or without cause, by written notice to you. If your partnership terminates at any time, access to your Fiskl account will be deactivated and you must discontinue all use of Fiskl Trademarks and you will be removed from the Fiskl Accountant Directory.  In the event Fiskl deactivates your account, all saved content will be deleted.

13. Confidentiality

As a partner of the Program, you agree that any information Fiskl discloses to you that is identified by Fiskl as confidential or proprietary, or is otherwise not generally available to the public, is confidential information and that you will not disclose such confidential information without Fiskl’ prior written consent.

14. General Provisions

These Terms (including the license terms incorporated herein and accessible through the link under “Partnership Benefits” section) constitute the entire agreement between the parties relating to the Program. These Terms may be modified by Fiskl issuing a new posting of these Terms on the website. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Fiskl to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Any waiver of any right or provision by Fiskl must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Fiskl’ prior written consent.

Background

Fiskl is the owner and operator of a mobile and online business productivity service designed especially for small and medium sized businesses and independent freelancers (the “Fiskl Service”).   Partner wishes to promote, market and advertise the Fiskl Service to potential Fiskl customers (“Potential Customers”) through its website(s) and other marketing channels, in accordance with Fiskl’s Partner program (“Referral Program”) detailed in this Agreement.  Fiskl wishes to be introduced to such potential customers, and is willing to pay the Partner a commission on the terms of this Agreement if such potential customers purchase the Fiskl Service.

The Parties agree as follows:

1. Interpretation

The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Confidential Information: all information disclosed by one Party to the other Party which is marked as or has been otherwise indicated to be confidential or which would be regarded as confidential by a reasonable business person, save to the extent that such information:

• (i) is already in the public domain at the time of disclosure; or
• (ii) enters the public domain other than by a breach of any obligation of confidentiality.

Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (ii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.

Intellectual Property Rights: patents, trade marks, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, moral rights, performers’ rights, trade or business names, database rights, domain names, rights in computer software, website addresses, know-how, secret processes, trade secrets, rights to inventions, and any similar rights in any jurisdiction whether currently existing or created in the future, together with the right to sue for and recover damages or other relief in respect of infringements of any of them.

Net Income: the payments made to Fiskl for the Fiskl Service under a Subscription Contract less any value added tax or other sales tax on them, any payment processing expenses incurred by Fiskl and any discounts or rebates granted by Fiskl.

Qualified Referrals: Potential Customers:

• (a) who have been Referred by Partner to Fiskl;
• (b) of whom Fiskl has no prior record in connection with the Fiskl Service;
• (c) who accept Fiskl’s terms of service and subscribe to the Fiskl Service within the Referral Period, at a Potential Customer’s own discretion and without receiving any monetary or other incentive from Partner; and
• (d) who are not rejected by Fiskl, and make at least one subscription payment to receive the Fiskl Service. All Potential Customers will be deemed rejected by Fiskl if they do not become a Qualified Referral within the Referral Period.

Referral: the referral of Potential Customers to Fiskl in accordance with Clause 4. Refer, Refers, and Referred shall be interpreted accordingly.

Referral Date: for each Prospective Customer, the date during the term of this Agreement on which the Partner first Refers such Prospective Customer to Fiskl.
Referral Period: for each Prospective Client, 90 days from the Referral Date. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the Referral Period for a particular Potential Customer.

Subscription Contract: a contract for a subscription to the Fiskl Service entered into during the Referral Period between Fiskl and a Prospective Customer who was Referred by the Partner.

1.2 Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 Amendments to statutes. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 Subordinate legislation. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 Writing. A reference to writing or written includes e-mail.

1.6 Including. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7 Clauses. References to Clauses are to the clauses of this Agreement.

2. Appointment

2.1 Appointment. Subject the terms and conditions of this Agreement, Fiskl appoints the Partner on a non-exclusive basis to identify Prospective Customers for Fiskl in the Territory and to make Referrals of such persons on the terms of this Agreement. The Partner hereby accepts this appointment and agrees and consents to the terms of this Agreement and the Referral Program.

2.2 Referral Program. In order to participate in the Referral Program, Partner must complete the online registration form for participation in the Referral Program found on Fiskl’s website (the “Registration Form”) and enter this Agreement. Fiskl may reject any registration at its sole discretion. Fiskl will send Partner an email notifying the Partner if it has been rejected and this Agreement shall automatically terminate. On acceptance, Fiskl shall assign a unique referral identifier code (“Referral Code”) to the Partner and provide the Partner with access to the online partner portal on Fiskl’s website (“Partner Portal”).

2.3 Duties of Partner.

• (a) Good faith. Partner shall serve Fiskl faithfully and diligently and not to allow its interests to conflict with its duties under this Agreement;
• (b) Referrals. Partner shall use its best endeavours to make Referrals of Prospective Customers; and
• (c) Compliance with instructions. The Partner shall cooperate with Fiskl and comply with all reasonable and lawful instructions of Fiskl, including the compliance obligations set out in Clause 8 of this Agreement.

2.4 Limited scope of authority.

• (a) No authority to bind. Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Fiskl in any way, and shall not do any act which might reasonably create the impression that Partner is so authorised.
• (b) No authority to contract or negotiate. Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Fiskl, including for the provision of the Fiskl Service or the price for them, and shall not negotiate any terms for the provision of the Fiskl Service with Prospective Customers.

2.5 Limits on representations. Partner shall not, without Fiskl’s prior written consent, make or give any representations, warranties or other promises concerning the Fiskl Service which are not contained in the Marketing Materials.

2.6 Prohibited Activities. Partner agrees not to associate Fiskl or the Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Fiskl’s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients in promoting the Fiskl Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.

2.7 Obligation to disclose limits on authority. Partner must disclose to each Prospective Customer that it is a referral agent of Fiskl and that it has no authority or ability to negotiate or vary the Fiskl Service or the terms of the Fiskl Service or enter into any contract on behalf of Fiskl.

3. Marketing Materials

3.1 Licence. Subject to the terms and conditions of this Agreement, Fiskl hereby grants to Partner a free, non-exclusive, non-transferable and revocable license to use the Fiskl trade marks, logos and URLs as provided by Fiskl from time to time, (“Licensed Marks”), and associated materials, language or code for the sole purpose of promoting the Fiskl Service in accordance with this Agreement (collectively, “Marketing Materials”). Fiskl may revoke this license at any time by giving Partner a written notice (including via email).

3.2 Guidelines. The license to use the Licensed Marks and Marketing Materials granted herein is subject to Fiskl’s usage guidelines (which can be found at https://fiskl.com/company/partners/) incorporated here by reference, as updated from time to time by Fiskl at its sole discretion and any other specifications and instructions provided by Fiskl from time to time (“Guidelines”). Partner expressly agrees to comply with the Guidelines.

3.3 Use of Licensed Marks. Partner shall ensure that its use of Licensed Marks and Marketing Materials are in the form approved by Fiskl in the Guidelines or otherwise, shall not modify any Licensed Marks or otherwise substantially modify any other Marketing Materials contrary to reasonable instructions provided by Fiskl, and shall further comply with reasonable instructions from Fiskl as to the form, content and display of Marketing Materials.

3.4 Reservation of Rights. Fiskl is the owner of all Intellectual Property Rights in the Licensed Marks, the Marketing Materials, the Fiskl Service and any related content and technology (“Fiskl IP Rights”) and Partner agrees that the Fiskl IP Rights shall remain vested in Fiskl both during the term of this Agreement and thereafter and that the use by Partner is as a licensee under the Licensor’s control and subject always to the terms and conditions of this Agreement. All rights (including goodwill) arising from the use by Partner of the Licensed Marks and Marketing Materials shall inure for the sole benefit of Fiskl and Partner agrees that it will not challenge Fiskl’s claim to ownership of the Intellectual Property Rights in the Fiskl IP Rights.

3.5 Notice of Infringement. Partner shall promptly notify Fiskl of any infringement or suspected or threatened infringement of the Licensed Marks or Marketing Materials that may at any time come to its notice, giving reasonable particulars.

4. Referral Process

Partner shall provide its Referral Code to Potential Customers. Each Potential Customer shall be deemed to have been Referred to Fiskl by Partner when the Potential Customer uses the Partner’s Referral Code to enter into a Subscription Contract on the Fiskl Website.

5. Referral Fee

5.1 Referral Fee. Fiskl shall pay Partner a referral fee for each Prospective Client Referred by Partner only when they become a Qualified Referral. Not all Referrals will become Qualified Referrals. The referral fee payable shall be 30% of Fiskl’s Net Income received under each Subscription Contract (“Referral Fee”).

5.2 Reporting. Fiskl shall provide the Partner with the following information in relation to all Qualified Referrals:

• (a) the date it enters into a Subscription Contract;
• (b) the amount of the payments due for the Fiskl Service under the Subscription Contract;
• (c) the Referral Fee payable to Partner in relation to the Subscription Contract; and
• (d) how the Referral Fee has been calculated.

5.3 Payment of Referral Fee. The Referral Fees accrued in each calendar month shall become payable and be paid to Partner within thirty (30) days of the end of that calendar month, provided that such Referral Fees accumulate to a total of USD/EUR/GBP1000 or more (depending on your country/region). If the Referral Fees accrued at the end of any calendar month are less than USD/EUR/GBP1000, no payment will be rendered until the end of the calendar month in which the Referral Fees accumulate to a total of USD/EUR/GBP1000 or more.

5.4 Currency of Commission. Commission shall be payable to the Partner in pounds sterling, or such other currency as Fiskl in its sole discretion may make available to the Partner from time to time.

5.5 Taxes. All sums payable under this Agreement:

• (a) are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
• (b) shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
  • (i) lawfully avoid making any such deductions; or
  • (ii) enable the payee to obtain a tax credit in respect of the amount withheld.

5.6 Accounts and records. Fiskl shall keep separate accounts and records giving correct and adequate details of all Subscription Contracts entered into by Fiskl, all payments received under them. Fiskl shall permit the duly appointed representatives of the Partner at all reasonable times, but no more than once in any 12 month period, to inspect all such accounts and records and to take copies of them solely for the purpose of verifying the Referral Fee due to Partner. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to Fiskl.

5.7 Disputes about Referral Fee. If any dispute arises as to the amount of Referral Fee payable by Fiskl to Partner, the same shall be referred to Fiskl’s auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

5.8 Exclusions from Commission. No Commission or other compensation shall be payable where a Prospective Client is Referred by Partner and the Prospective Client then introduces Fiskl to a third party who purchases the Fiskl Services from Fiskl, Partner shall not, by virtue of such initial Referral, be deemed to have Referred the third party to Fiskl.

5.9 Continuing obligation to pay Referral Fee. Termination of this Agreement, howsoever arising, shall not affect the continuation in force of this Clause 5 and Fiskl’s obligation to pay the Referral Fee to the Partner in accordance with it.

6. Obligations of Fiskl

6.1 Good faith. Fiskl must at all material times act in good faith towards Partner.

6.2 Provision of information. Fiskl shall provide Partner at all material times with the information the Partner reasonably requires to carry out its duties, including marketing information for and details of the Fiskl Service, and information about Fiskl.

6.3 Notices of suspension or cessation of Services. Fiskl shall inform the Partner immediately if Fiskl suspends or ceases to perform the Fiskl Service.

6.4 Payment of expenses. Fiskl shall not be responsible for any expenses incurred by Partner unless such expenses have been agreed by Fiskl in writing, in advance.

6.5 Freedom of Fiskl not to pursue Referrals. Fiskl shall be under no obligation to:

• (a) follow up any Referral made by Partner; or
• (b) enter into a Subscription Contract.

7. Confidentiality

7.1 Obligations of confidentiality. Each Party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by clause 7.2.

7.2 Confidentiality exceptions. Each Party may disclose the other Party’s confidential information:

• (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall procure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause 7; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 Limited use of confidential information. No Party shall use any other Party’s confidential information for any purpose other than to perform its obligations under this Agreement.

7.4 Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by Partner from Fiskl shall be returned promptly to Fiskl on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

8. Compliance

8.1 Compliance. Each Party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

8.2 Mandatory Polices. Partner shall comply with Fiskl’s mandatory policies as posted on the Partner Portal and as amended by posting a change on the Partner Portal or by notifying Partner via email from time to time.

8.3 Anti-corruption and anti-bribery. Partner shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption in all jurisdictions (“Relevant Requirements”), including but not limited to the Bribery Act 2010 (“BA 2010”) and the United States Foreign Corrupt Practices Act.

• (a) Conduct outside the UK. Partner shall not engage in any activity, practice or conduct outside the UK which would constitute an offence under sections 1, 2 or 6 of the BA 2010 if such activity, practice or conduct had been carried out inside the UK;
• (b) Partner’s policies and procedures. Partner shall have and shall maintain in place throughout the term of this Agreement its own policies and procedures, including adequate procedures under the BA 2010, to ensure compliance with the Relevant Requirements and Mandatory Policies, and will enforce them where appropriate; and
• (c) Reporting obligation. Partner shall promptly report to Fiskl any request or demand for any undue financial or other advantage of any kind received by the Partner in connection with the performance of this Agreement. Partner shall promptly provide such supporting evidence of its compliance with this Clause 8.3 as Fiskl may reasonably request.
  Partner shall notify Fiskl immediately in respect of any breach of this Clause 8.3.

8.4 Sanctions. Partner warrants that is not a person incorporated in or resident in a country subject to economic or trade sanctions by the European Union, U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (the “OFAC”) and it is not listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime (a “Restricted Person”). Partner shall not market the Fiskl Service to, approach, or submit Referral for, Restricted Persons. Partner shall notify Fiskl immediately in respect of any breach of this Clause 8.4.

8.5 Data Protection Compliance: Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect. In the event that the Parties are required under Data Protection Legislation to enter into any other agreement, Partner shall execute and deliver such documents and perform such acts as may reasonably be required.

9. Indemnities.

9.1 Partner shall indemnify, defend and hold Fiskl and its subsidiaries, affiliates, officers and employees (the “Fiskl Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) resulting from any claim, action, demand, fine or proceeding brought by any third party against the Fiskl Indemnified Parties arising from any of the following: (a) a breach of the Agreement by Partner; (b) the negligence, gross negligence or wilful misconduct of Partner or its employees, agents or contractors; or (c) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced herein.

9.2 Partner shall be solely responsible for its operations in acting under this Agreement, including the legality of Partner’s operations and materials, created and used in connection with this Agreement. Except for a third party claim alleging that a Licensed Mark infringes a third party’s intellectual property rights, Fiskl is not responsible for the development, operation or content of Partner’s marketing materials and Partner shall defend, indemnify and hold Fiskl Indemnified Parties harmless against any and all costs, liabilities, losses and expenses (including but not limited to reasonable legal fees) resulting from any claim, action, demand, fine or proceeding brought by any third party relating to the development, operation, content and maintenance of Partner’s marketing materials.

10. Limitation of liability

10.1 Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either Party for:

• (a) Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
• (b) Fraud. Fraud or fraudulent misrepresentation.
• (c) Liability under indemnities. Liability under the indemnities contained in Clause 9.
• (d) Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.

10.2 Limitations of liability. Subject to Clause 10.1 above, Fiskl shall not be liable to under any circumstances whatsoever be liable to Partner, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• (a) any loss of profit, revenue, or anticipated savings;
• (b) any loss of goodwill or reputation;
• (c) any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
• (d) any loss that is an indirect or secondary consequence of any act or omission of Fiskl.

10.3 Total cap. Subject to Clauses 10.1 and 10.2 above, Fiskl’s total liability to Partner in respect of any loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Referral Fees due for the entire term of this Agreement.

11. Term and Termination.

11.1 Term. This Agreement shall commence the Effective Date and shall continue, unless terminated earlier in accordance with the terms of this Agreement, until either Party gives to the other Party ten (10) days prior written notice to terminate at any time for convenience.

11.2 Termination on notice. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

11.3 Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

11.4 Clauses to remain in force on termination. All provisions of this Agreement which are intended to have effect following any expiry or termination of this Agreement shall survive termination or expiry of this Agreement, including Clause 1, Clause 5, Clause 7, Clause 9, Clause 10 and Clause 12 (inclusive).

12. General

12.1 No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

12.2 Entire agreement.

• (a) This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
• (c) Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
• (d) Nothing in this Clause shall limit or exclude any liability for fraud.

12.3 Variation. Fiskl may modify this Agreement from time-to-time at its reasonable discretion by posting a change on Fiskl’s Partner Portal or by notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement on ten (10) days’ notice. Partner’s continued participation in the Referral Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

12.4 Assignment and other dealings. Fiskl may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement at any time. Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

12.5 No automatic waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.6 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

12.7 Notices. Any notice given to a Party relating to this Agreement shall be in writing, addressed to that Party and shall be delivered by email to the addresses detailed in the Cover Page. A notice or other communication sent by email shall be deemed to have been received one Business Day after transmission.

12.8 Third party rights. No one other than a Party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

12.9 Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

12.10 Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Third Parties

Fiskl currently uses third party Sub-processors to provide infrastructure services, and to help us provide customer support and email notifications. Prior to engaging any third party Sub-processor, Fiskl performs diligence to evaluate their privacy, security and confidentiality practices, and executes an agreement implementing its applicable obligations.

• Infrastructure Sub-processors

Fiskl may use the following Sub-processors to host Customer Data or provide other infrastructure that helps with delivery of our Services:

Entity Name	Subprocessing Activities	Entity Country
Amazon Web Services, Inc.	Cloud Service Provider	United States
Google Inc.	Cloud Service Provider	United States

• Other Sub-processors

Fiskl may use the following Sub-processors to perform other Service functions:

Sendgrid (Twilio, Inc)	Cloud-based Email Notification Services	United States
Salt Edge, Inc.	Bank Integration and Data Aggregation Services	Canada
Amazon Web Services, Inc.	Cloud-based Notification Services	United States

Updates

As our business grows and evolves, the Sub-processors we engage may also change. We will endeavour to provide the owner of Customer’s account with notice of any new Sub-processors to the extent required under the Agreement, along with posting such updates here. Please check back frequently for updates.

What is a cookie?

Cookies are small text files sent by us to your computer or mobile device. They are unique to your account or your browser. Session-based cookies last only while your browser is open and are automatically deleted when you close your browser. Persistent cookies last until you or your browser delete them or until they expire.

To find out more about cookies, visit this site.

Does Fiskl use cookies?

Yes. Fiskl uses cookies and similar technologies like single-pixel gifs and web beacons. We use both session-based and persistent cookies. Fiskl sets and accesses our own cookies on the domains operated by Fiskl and its corporate affiliates (collectively, the “Sites”). In addition, we use third party cookies, like Google Analytics.

How is Fiskl using cookies?

Some cookies are associated with your account and personal information in order to remember that you are logged in and which workspaces you are logged into. Other cookies are not tied to your account but are unique and allow us to carry out analytics and customization, among other similar things.

Cookies can be used to recognize you when you visit a Site or use our Services, remember your preferences, and give you a personalized experience that’s consistent with your settings. Cookies also make your interactions faster and more secure.

Categories of Use	Description
Authentication	If you’re signed in to our Services, cookies help us show you the right information and personalize your experience.
Security	We use cookies to enable and support our security features, and to help us detect malicious activity.
Preferences, features and services	Cookies can tell us which language you prefer and what your communications preferences are. They can help you fill out forms on our Sites more easily. They also provide you with features, insights, and customized content.
Marketing	We may use cookies to help us deliver marketing campaigns and track their performance (e.g., a user visited our Help Center and then made a purchase). Similarly, our partners may use cookies to provide us with information about your interactions with their services, but use of those third-party cookies would be subject to the service provider’s policies.We may use cookies to help us deliver marketing campaigns and track their performance (e.g., a user visited our Knowledge Base and then made a purchase). Similarly, our partners may use cookies to provide us with information about your interactions with their services, but use of those third-party cookies would be subject to the service provider’s policies.
Performance, Analytics and Research	Cookies help us learn how well our Sites and Services perform. We also use cookies to understand, improve, and research products, features, and services, including to create logs and record when you access our Sites and Services from different devices, such as your work computer or your mobile device.

How are cookies used for advertising purposes?

Cookies and other ad technology such as beacons, pixels, and tags help us market more effectively to users that we and our partners believe may be interested in Fiskl. They also help provide us with aggregated auditing, research, and reporting, and know when content has been shown to you.

What can you do if you don’t want cookies to be set or want them to be removed, or if you want to opt out of interest-based targeting?

Some people prefer not to allow cookies, which is why most browsers give you the ability to manage cookies to suit you. In some browsers you can set up rules to manage cookies on a site-by-site basis, giving you more fine-grained control over your privacy. What this means is that you can disallow cookies from all sites except those that you trust.

Browser manufacturers provide help pages relating to cookie management in their products. Please see below for more information.

• Google Chrome
• Internet Explorer
• Mozilla Firefox
• Safari (Desktop)
• Safari (Mobile)
• Android Browser
• Opera
• Opera Mobile

For other browsers, please consult the documentation that your browser manufacturer provides.

You may opt-out of third party cookies from Google Analytics on its website.

You can opt out of interest-based targeting provided by participating ad servers through the Digital Advertising Alliance (http://youradchoices.com). In addition, on your iPhone, iPad or Android, you can change your device settings to control whether you see online interest-based ads.

If you limit the ability of websites and applications to set cookies, you may worsen your overall user experience and/or lose the ability to access the services, since it will no longer be personalized to you. It may also stop you from saving customized settings, like login information.

Does Fiskl respond to Do Not Track Signals?

Our Sites and Services do not collect personal information about your online activities over time and across third-party websites or online services. Therefore, “do not track” signals transmitted from web browsers do not apply to our Sites or Services, and we do not alter any of our data collection and use practices upon receipt of such a signal.

Do:

• comply with all User Terms of Service, including the terms of this Acceptable Use Policy;
• comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including any rules of any national and other securities exchanges;
• upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
• use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
• keep passwords and all other login information confidential;
• monitor and control all activity conducted through your account in connection with the Services;
• promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and
• comply in all respects with all applicable terms of the third party applications, including any that Customer elects to integrate with the Services that you access or subscribe to in connection with the Services.

Do Not:

• permit any third party that is not an Authorized User to access or use a username or password for the Services;
• share, transfer or otherwise provide access to an account designated for you to another person;
• use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else’s trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
• upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Fiskl or any third party;
• attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
• attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
• access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
• use the Services in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
• impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
• use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United Kingdom as a foreign terrorist organization or other laws and regulations concerning national security, defence or terrorism;
• access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, “scraping” or creating accounts in bulk);
• send unsolicited communications, promotions or advertisements, or spam;
• place any advertisements within a Fiskl client;
• send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”;
• abuse referrals or promotions to get more credits than deserved;
• sublicense, resell, time share or similarly exploit the Services;
• use the Services for consumer purposes, as Fiskl is intended for use by businesses and organizations;
• access or use the Services on behalf of, or for the benefit of, any Patent Assertion Entity (as defined in the Customer-Specific Supplement);
• use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services; or
• authorise, permit, enable, induce or encourage any third party to do any of the above.

Contacting Fiskl

Please also feel free to contact us if you have any questions about Fiskl’s Acceptable Use Policy. You may contact us at feedback@fiskl.com or at our mailing address below:

Fiskl Limited
6A Thirlmere Road
London, N10 2DN
United Kingdom

Applicability Of This Privacy Policy

This Privacy Policy applies to Fiskl’s online workplace productivity tools and platform, including the associated Fiskl mobile and desktop applications (collectively, the “Services”), Fiskl.com and other Fiskl websites (collectively, the “Websites”) and other interactions (e.g., customer service inquiries, user conferences, etc.) you may have with Fiskl. If you do not agree with the terms, do not access or use the Services, Websites or any other aspect of Fiskl’s business.

This Privacy Policy does not apply to any third party applications or software that integrate with the Services through the Fiskl platform (“Third Party Services”), or any other third party products, services or businesses. In addition, a separate agreement governs delivery, access and use of the Services (the “Customer Agreement”), including the processing of any messages, files or other content submitted through Services accounts (collectively, “Customer Data”). The organization (e.g., your employer or another entity or person) that entered into the Customer Agreement (“Customer”) controls their instance of the Services (their “Workspace”) and any associated Customer Data. If you have any questions about specific Workspace settings and privacy practices, please contact the Customer whose Workspace you use. If you have received an invitation to join a Workspace but have not yet created an account, you should request assistance from the Customer that sent the invitation.

Information We Collect And Receive

Fiskl may collect and receive Customer Data and other information and data (“Other Information”) in a variety of ways:

• Customer Data. Customers or individuals granted access to a Workspace by a Customer (“Authorized Users”) routinely submit Customer Data to Fiskl when using the Services.
• Other Information. Fiskl also collects, generates and/or receives Other Information:
  1. Workspace and Account Information. To create or update a Workspace account, you or your Customer (e.g., your employer) supply Fiskl with an email address, phone number, password, domain and/or similar account details. In addition, Customers that purchase a paid version of the Services provide Fiskl (or its payment processors) with billing details such as credit card information, banking information and/or a billing address.
  2. Usage Information.
     • Services Metadata. When an Authorized User interacts with the Services, metadata is generated that provides additional context about the way Authorized Users work. For example, Fiskl logs the Workspaces, channels, people, features, content and links you interact with, the types of files shared and what Third Party Services are used (if any).
     • Log data. As with most websites and technology services delivered over the Internet, our servers automatically collect information when you access or use our Websites or Services and record it in log files. This log data may include the Internet Protocol (IP) address, the address of the web page visited before using the Website or Services, browser type and settings, the date and time the Services were used, information about browser configuration and plugins, language preferences and cookie data.
     • Device information. Fiskl collects information about devices accessing the Services, including type of device, what operating system is used, device settings, application IDs, unique device identifiers and crash data. Whether we collect some or all of this Other Information often depends on the type of device used and its settings.
     • Location information. We receive information from you, your Customer and other third-parties that helps us approximate your location. We may, for example, use a business address submitted by your employer, or an IP address received from your browser or device to determine approximate location. Fiskl may also collect location information from devices in accordance with the consent process provided by your device.
  3. Cookie Information. Fiskl uses cookies and similar technologies in our Websites and Services that help us collect Other Information. The Websites and Services may also include cookies and similar tracking technologies of third parties, which may collect Other Information about you via the Websites and Services and across other websites and online services. For more details about how we use these technologies, please see our Cookie Policy.
  4. Third Party Services. Customer can choose to permit or restrict Third Party Services for their Workspace. Typically, Third Party Services are software that integrate with our Services, and Customer can permit its Authorized Users to enable and disable these integrations for their Workspace. Once enabled, the provider of a Third Party Service may share certain information with Fiskl. For example, if a cloud storage application is enabled to permit files to be imported to a Workspace, we may receive user name and email address of Authorized Users, along with additional information that the application has elected to make available to Fiskl to facilitate the integration. Authorized Users should check the privacy settings and notices in these Third Party Services to understand what data may be disclosed to Fiskl. When a Third Party Service is enabled, Fiskl is authorised to connect and access Other Information made available to Fiskl in accordance with our agreement with the Third Party Provider. We do not, however, receive or store passwords for any of these Third Party Services when connecting them to the Services.
  5. Contact Information. In accordance with the consent process provided by your device, any contact information that an Authorized User chooses to import (such as an address book from a device) is collected when using the Services.
  6. Third Party Data. Fiskl may receive data about organizations, industries, Website visitors, marketing campaigns and other matters related to our business from parent corporation(s), affiliates and subsidiaries, our partners or others that we use to make our own information better or more useful. This data may be combined with Other Information we collect and might include aggregate level data, such as which IP addresses correspond to post codes or countries. Or it might be more specific: for example, how well an online marketing or email campaign performed.
  7. Additional Information Provided to Fiskl. We receive Other Information when submitted to our Websites or if you participate in a focus group, contest, activity or event, apply for a job, request support, interact with our social media accounts or otherwise communicate with Fiskl.

Generally, no one is under a statutory or contractual obligation to provide any Customer Data or Other Information (collectively, “Information”). However, certain Information is collected automatically and, if some Information, such as Workspace setup details, is not provided, we may be unable to provide the Services.

How We Use Information

Customer Data will be used by Fiskl in accordance with Customer’s instructions, including any applicable terms in the Customer Agreement and Customer’s use of Services functionality, and as required by applicable law. Fiskl is a processor of Customer Data and Customer is the controller. Customer may, for example, use the Services to grant and remove access to a Workspace, assign roles and configure settings, access, modify, export, share and remove Customer Data and otherwise apply its policies to the Services.

Fiskl uses Other Information in furtherance of our legitimate interests in operating our Services, Websites and business. More specifically, Fiskl uses Other Information:

• To provide, update, maintain and protect our Services, Websites and business. This includes use of Other Information to support delivery of the Services under a Customer Agreement, prevent or address service errors, security or technical issues, analyse and monitor usage, trends and other activities or at an Authorized User’s request.
• As required by applicable law, legal process or regulation.
• To communicate with you by responding to your requests, comments and questions. If you contact us, we may use your Other Information to respond.
• To develop and provide search, learning and productivity tools and additional features. Fiskl tries to make the Services as useful as possible for specific Workspaces and Authorized Users. For example, we may improve search functionality by using Other Information to help determine and rank the relevance of content, channels or expertise to an Authorized User, make Services suggestions based on historical use and predictive models, identify organizational trends and insights, to customize a Services experience or create new productivity features and products.
• To send emails and other communications. We may send you service, technical and other administrative emails, messages and other types of communications. We may also contact you to inform you about changes in our Services, our Services offerings, and important Services-related notices, such as security and fraud notices. These communications are considered part of the Services and you may not opt out of them. In addition, we sometimes send emails about new product features, promotional communications or other news about Fiskl. These are marketing messages so you can control whether you receive them.
• For billing, account management and other administrative matters. Fiskl may need to contact you for invoicing, account management and similar reasons and we use account data to administer accounts and keep track of billing and payments.
• To investigate and help prevent security issues and abuse.

If Information is aggregated or de-identified so it is no longer reasonably associated with an identified or identifiable natural person, Fiskl may use it for any business purpose. To the extent Information is associated with an identified or identifiable natural person and is protected as personal data under applicable data protection law, it is referred to in this Privacy Policy as “Personal Data.”

Data Retention

Fiskl will retain Customer Data in accordance with a Customer’s instructions, including any applicable terms in the Customer Agreement and Customer’s use of Services functionality, and as required by applicable law. Depending on the Services plan, Customer may be able to customize its retention settings and apply those customized settings at the Workspace level, channel level or other level. Customer may also apply different settings to messages, files or other types of Customer Data. The deletion of Customer Data and other use of the Services by Customer may result in the deletion and/or de-identification of certain associated Other Information. Fiskl may retain Other Information pertaining to you for as long as necessary for the purposes described in this Privacy Policy. This may include keeping your Other Information after you have deactivated your account for the period of time needed for Fiskl to pursue legitimate business interests, conduct audits, comply with (and demonstrate compliance with) legal obligations, resolve disputes and enforce our agreements.

How We Share And Disclose Information

This section describes how Fiskl may share and disclose Information. Customers determine their own policies and practices for the sharing and disclosure of Information, and Fiskl does not control how they or any other third parties choose to share or disclose Information.

• Customer’s Instructions. Fiskl will solely share and disclose Customer Data in accordance with a Customer’s instructions, including any applicable terms in the Customer Agreement and Customer’s use of Services functionality, and in compliance with applicable law and legal process.
• Displaying the Services. When an Authorized User submits Other Information, it may be displayed to other Authorized Users in the same or connected Workspaces. For example, an Authorized User’s email address may be displayed with their Workspace profile. Please consult the Knowledge Base for more information on Services functionality.
• Collaborating with Others. The Services provide different ways for Authorized Users working in independent Workspaces to collaborate, such as shared channels. Other Information, such as an Authorized User’s profile Information, may be shared, subject to the policies and practices of the other Workspace(s).
• Customer Access. Owners, administrators, Authorized Users and other Customer representatives and personnel may be able to access, modify or restrict access to Other Information. This may include, for example, your employer using Service features to export logs of Workspace activity, or accessing or modifying your profile details.
• Third Party Service Providers and Partners. We may engage third party companies or individuals as service providers or business partners to process Other Information and support our business. These third parties may, for example, provide virtual computing and storage services. Additional information about the subprocessors we use to support delivery of our Services is set forth at Fiskl Subprocessors.
• Third Party Services. Customer may enable or permit Authorized Users to enable Third Party Services. When enabled, Fiskl may share Other Information with Third Party Services. Third Party Services are not owned or controlled by Fiskl and third parties that have been granted access to Other Information may have their own policies and practices for its collection and use. Please check the privacy settings and notices in these Third Party Services or contact the provider for any questions.
• Corporate Affiliates. Fiskl may share Other Information with its corporate affiliates, parents and/or subsidiaries.
• During a Change to Fiskl’s Business. If Fiskl engages in a merger, acquisition, bankruptcy, dissolution, reorganization, sale of some or all of Fiskl’s assets or stock, financing, public offering of securities, acquisition of all or a portion of our business, a similar transaction or proceeding, or steps in contemplation of such activities (e.g. due diligence), some or all Other Information may be shared or transferred, subject to standard confidentiality arrangements.
• Aggregated or De-identified Data. We may disclose or use aggregated or de-identified Other Information for any purpose. For example, we may share aggregated or de-identified Other Information with prospects or partners for business or research purposes, such as telling a prospective Fiskl customer the average amount of time spent within a typical Workspace.
• To Comply with Laws. If we receive a request for information, we may disclose Other Information if we reasonably believe disclosure is in accordance with or required by any applicable law, regulation or legal process.
• To enforce our rights, prevent fraud, and for safety. To protect and defend the rights, property or safety of Fiskl or third parties, including enforcing contracts or policies, or in connection with investigating and preventing fraud or security issues.
• With Consent. Fiskl may share Other Information with third parties when we have consent to do so.

Security

Fiskl takes security of data very seriously. Fiskl works hard to protect Other Information you provide from loss, misuse, and unauthorised access or disclosure. These steps take into account the sensitivity of the Other Information we collect, process and store, and the current state of technology. Given the nature of communications and information processing technology, Fiskl cannot guarantee that Information, during transmission through the Internet or while stored on our systems or otherwise in our care, will be absolutely safe from intrusion by others.

Age Limitations

To the extent prohibited by applicable law, Fiskl does not allow use of our Services and Websites by anyone younger than 16 years old. If you learn that anyone younger than 16 has unlawfully provided us with personal data, please contact us and we will takes steps to delete such information.

Changes To This Privacy Policy

Fiskl may change this Privacy Policy from time to time. Laws, regulations and industry standards evolve, which may make those changes necessary, or we may make changes to our business. We will post the changes to this page and encourage you to review our Privacy Policy to stay informed. If we make changes that materially alter your privacy rights, Fiskl will provide additional notice, such as via email or through the Services. If you disagree with the changes to this Privacy Policy, you should deactivate your Services account. Contact the Customer if you wish to request the removal of Personal Data under their control.

International Data Transfers: Contractual Terms

Fiskl may transfer your Personal Data to countries other than the one in which you live. We deploy the following safeguards if Fiskl transfers Personal Data originating from the European Union or Switzerland to other countries not deemed adequate under applicable data protection law:

• European Union Model Clauses. Fiskl offers European Union Model Clauses, also known as Standard Contractual Clauses, to meet the adequacy and security requirements for our Customers that operate in the European Union, and other international transfers of Customer Data. A copy of our standard data processing addendum, incorporating Model Clauses, is available here: https://fiskl.com/legal/data-processing-addendum/.

Fiskl Payments Data Policy

If you elect to use Fiskl Payments, you will enter into an agreement with our payments partner, WePay, Inc., for the payments service and WePay’s use of your data. Please review the WePay Privacy Policy (https://go.wepay.com/privacy-policy-us), which will apply to you. Canada: https://go.wepay.com/privacy-policy-ca. United Kingdom: https://go.wepay.com/privacy-policy-uk.

Data Protection Officer

To communicate with our Data Protection Officer, please email cto[at]fiskl[dot]com.

Identifying The Data Controller And Processor

Data protection law in certain jurisdictions differentiates between the “controller” and “processor” of information. In general, Customer is the controller of Customer Data. In general, Fiskl is the processor of Customer Data and the controller of Other Information. Different Fiskl entities may provide the Services in different parts of the world. Fiskl Limited, a United Kingdom company based in London, United Kingdom is the controller of Other Information and a processor of Customer Data relating to Authorized Users who use Workspaces established for Customers.

Your Rights

Individuals located in certain countries, including the European Economic Area, have certain statutory rights in relation to their personal data. Subject to any exemptions provided by law, you may have the right to request access to Information, as well as to seek to update, delete or correct this Information. You can usually do this using the settings and tools provided in your Services account. If you cannot use the settings and tools, contact Customer for additional access and assistance.

To the extent that Fiskl’s processing of your Personal Data is subject to the General Data Protection Regulation, Fiskl relies on its legitimate interests, described above, to process your data. Fiskl may also process Other Information that constitutes your Personal Data for direct marketing purposes and you have a right to object to Fiskl’s use of your Personal Data for this purpose at any time.

Data Protection Authority

Subject to applicable law, you also have the right to (i) restrict Fiskl’s use of Other Information that constitutes your Personal Data and (ii) lodge a complaint with your local data protection authority or the UK Information Commissioner’s Office, which is Fiskl’s lead supervisory authority in the European Union. If you are a resident of the European Economic Area and believe we maintain your Personal Data within the scope of the General Data Protection Regulation (GDPR), you may direct questions or complaints to our lead supervisory authority.

Contacting Fiskl

Please also feel free to contact Fiskl if you have any questions about this Privacy Policy or Fiskl’s practices, or if you are seeking to exercise any of your statutory rights. You may contact us at feedback@fiskl.com or at our mailing address below:

Fiskl Limited
6A Thirlmere Road
London, N10 2DN
United Kingdom

1. U.S. Government Customers

If Customer is a U.S. government or U.S. public entity (or use of the Services is for the U.S. Government), the terms of the Customer-Specific Supplement in this Section I apply.

• A. Use By or For the U.S. Government. The Services are a “commercial item,” as defined at 48 C.F.R. §2.101, and constitute “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related Documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
• B. Indemnification, Auto-Renewal, Venue, Legal Fees: The sections in the Contract titled “Governing Law,” “Auto-renewal,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” are hereby waived to the extent they are inconsistent with federal law.
• C. No Endorsement: We agree that Customer’s seals, trademarks, logos, service marks, trade names, and the fact that Customer has a presence on one of our Sites and uses our Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by Customer or by any other element of the U.S. Government, or are considered by Customer or the U.S. Government to be superior to any other products or services. Except for pages whose design and content is under the control of the Customer, or for links to or promotion of such pages, we agree not to display any Customer or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by Customer or by other relevant federal government authority. We may list Customer’s name in a publicly available customer list on a Site or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.

2. State or Local Government Customers

This Section II applies to Customer if Customer is a state or local government, but only to the extent the Services are being used in an Authorized User’s official capacity as a state or local government official. The sections in the Contract titled “Governing Law,” “Venue; Waiver of Jury Trial; Fees,” and “Customer’s Indemnification of Us” will not apply to Customer only to the extent Customer’s jurisdiction’s laws prohibit Customer from accepting the requirements in those sections.

3. Healthcare Customers

Unless Customer has entered into a written agreement with Fiskl to the contrary, Customer acknowledges that Fiskl is not a “Business Associate” as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), and that the Services are not HIPAA compliant. Customer must not use, disclose, transmit or otherwise process any “Protected Health Information” as defined in HIPAA (“PHI”) through the Services. Customer agrees that we cannot support and have no liability for PHI received from Customer, notwithstanding anything to the contrary herein.

4. Education Professional Customers

If Customer is a school or educator in the United States and wants its students, who are over the age of 13, to use the Services, Customer is responsible for complying with the U.S. Family Educational Rights and Privacy Act (“FERPA”). This means Customer must notify those students’ parents/guardians of the personally identifiable information that it will collect and share with us and obtain parental/guardian consent before its students sign up or use the Services. When obtaining such consent, Customer should provide parents/guardians with a copy of our Privacy Policy. Customer must keep all consents on file and provide them to us if we request them. If Customer is located outside of the United States, we will rely upon Customer to obtain any required consents or approvals from the parent or guardian of any student covered by similar laws and, as a condition to Customer’s and its students’ use of the Services, Customer will comply with such laws.

5. Patent Assertion Entities

You agree that if Customer is a Patent Assertion Entity or is acting on behalf of, or for the benefit of a Patent Assertion Entity, Customer will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Fiskl or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). This section will survive any termination or expiration of the Contract.

Contacting Fiskl

Please also feel free to contact us if you have any questions about Fiskl’s Customer-Specific Supplement. You may contact us at feedback@fiskl.com or at our mailing address below:

Fiskl Limited
6A Thirlmere Road
London, N10 2DN
United Kingdom

Effective Date: February 15, 2023

These User Terms of Service (the “User Terms”) govern your access and use of our online workplace productivity tools and platform (the “Services”). Please read them carefully. Even though you are signing onto an existing workspace, these User Terms apply to you as a user of the Services. We are grateful you’re here.

First things First

These User Terms are Legally Binding

These User Terms are a legally binding contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to the applicable Fiskl entity in the Contract (defined below).

Customer’s Choices and Instructions

You are an Authorized User on a Workspace Controlled by a “Customer”

An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a workspace (i.e., a unique domain where a group of users may access the Services, as further described in our Knowledge Base pages). If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by your friend using her personal email address to work on her new start-up idea, she is our Customer and she is authorizing you to join her workspace.

What This Means for You—and for Us

Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Contract”) that permitted Customer to create and configure a workspace so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”). The Contract contains our commitment to deliver the Services to Customer, who may then invite Authorized Users to join its workspace(s). When an Authorized User (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Contract provides Customer with many choices and control over that Customer Data. For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data. Please check out our Knowledge Base pages for more detail on our different Service plans and the options available to Customer.

The Relationship Between You, Customer and Us

AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. FISKL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.

A Few Ground Rules

You Must be Over the Legal Age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

While You Are Here, You Must Follow the Rules

To help ensure a safe and productive work environment, all Authorized Users must comply with our Acceptable Use Policy and remain vigilant in reporting inappropriate behaviour or content to Customer and us.

You Are Here At the Pleasure of Customer (and Us)

These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

Limitation of Liability

If we believe that there is a violation of the Contract, User Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorized Users, or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU. FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

Application of Consumer Law

Fiskl is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to Customer of pre-paid fees for your subscription covering the remainder of the term.

Survival

The sections titled “The Relationship Between You, Customer, and Us,” “Limitation of Liability,” and “Survival,” and all of the provisions under the general heading “General Provisions” will survive any termination or expiration of the User Terms.

General Provisions

Email and Fiskl Messages

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users through the Services (e.g., an application notification). Notices to Fiskl should be sent to feedback@fiskl.com, except for legal notices, which must be sent to legal@fiskl.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to Customer in accordance with the terms of that agreement.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Governing Law; Venue; Waiver of Jury Trial; Fees

The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the User Terms. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting Fiskl

Please also feel free to contact us if you have any questions about Fiskl’s User Terms of Service. You may contact us at feedback@fiskl.com or at our mailing address below:

Fiskl Limited
6A Thirlmere Road
London, N10 2DN
United Kingdom

Effective: May 2nd, 2024

Updated section: Google API Services User Data Policy Compliance

These Customer Terms of Service (the “Customer Terms”) describe your rights and responsibilities when using our online workplace productivity tools and platform (the “Services”). Please read them carefully. If you are a Customer (defined below), these Customer Terms govern your access and use of our Services. If you are being invited to a workspace set up by a Customer, the User Terms of Service (the “User Terms”) govern your access and use of the Services. We are grateful you’re here.

First Things First

These “Customer Terms” Form a Part of a Binding “Contract”

These Customer Terms (or, if applicable, your written agreement with us) and any Order Form(s) (defined below) together form a binding “Contract” between Customer and us. If any terms in the Customer Specific Supplement apply to Customer those terms are also incorporated herein by reference and form part of the Contract. “We,” “our” and “us” refers to the applicable Fiskl entity in the section entitled “Which Fiskl Entity is Customer Contracting With?” below.

Your Agreement On Behalf of “Customer”

If you purchase subscription(s), create a workspace (i.e., a digital space where a group of users may access the Services, as further described in our Knowledge Base pages), invite users to that workspace, or use or allow use of that workspace after being notified of a change to these Customer Terms, you acknowledge your understanding of the then-current Contract and agree to the Contract on behalf of Customer. Please make sure you have the necessary authority to enter into the Contract on behalf of Customer before proceeding.

Customer Choices and Instructions

Who is “Customer”?

“Customer” is the organization that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new start-up idea but haven’t formed a company yet, you are the Customer.

Signing Up Using a Corporate Email Domain

If you signed up for a plan using your corporate email domain, your organization is Customer, and Customer can modify and re-assign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of Customer.

What This Means for Customer—and for Us

Individuals authorized by Customer to access the Services (an “Authorized User”) may submit content or information to the Services, such as messages or files (“Customer Data”), and Customer may exclusively provide us with instructions on what to do with it. For example, Customer may provision or de-provision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data, please review the Knowledge Base pages for more information about these choices and instructions.

Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under the Contract is lawful.

Ordering Subscriptions

A subscription allows an Authorized User to access the Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured through the Services interface. Please see the Knowledge Base for more information on procuring subscriptions and inviting new Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to Customer and continue for the term specified in the Services “check-out” interface. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. Check out our Knowledge Base pages for additional information on setting up a workspace, inviting Authorised Users and assigning roles.

Legal compliance

You represent and warrant that (i) you are not located in a country that is subject to a United Kingdom or U.S. Government embargo, or that has been designated by the UN, United Kingdom or U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any United Kingdom or U.S. Government list of prohibited or restricted parties. List of currently restricted countries are: Afghanistan, Belarus, Burundi, Central African Republic, Chad, Congo, Democratic Republic of the Congo, Cuba, Regions of Ukraine: Crimea, Donetsk and Luhansk, Eritrea, Iran, Iraq, Democratic People’s Republic of Korea, Libya, Myanmar, Somalia, Republic of South Sudan, Russia, Sudan, Syria, Yemen, Venezuela.

Banking Account Information Services

In order to enable access to information on Users’ financial accounts and related data enrichment services, Fiskl has partnered with a trusted third party, Salt Edge Limited (hereinafter “Salt Edge”). Salt Edge is an account information service provider registered in the United Kingdom, FCA reference number 822499, registered address: 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ, United Kingdom. Account information services are provided by Salt Edge in accordance with its Terms of Service and Privacy Policy, which are incorporated by reference into these Terms. Specifically, for institutions that require compliance with PSD2 regulations, Fiskl partners with Salt Edge Limited. By using the account information services as part of the Fiskl Services, User agrees to be bound by Salt Edge’s Terms of Service and Privacy Policy.

The third party requires the information that you provide when you connect accounts through the account information services, including the details of the financial institutions that you deal with and your financial user id’s and passwords, in order to provide the account information services. By providing the requested information and connecting an account, you consent to the disclosure of such information to the third party and the use of such information by the third party as necessary to provide the account information services.

You agree to follow the third party’s standard operating procedures, including without limitation security procedures, with respect to your use of the account information services.

You agree to hold harmless and release Fiskl Limited from any liability relating to your use of such account information services. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.

Google API Services User Data Policy Compliance

When utilizing Google APIs within Fiskl, customers acknowledge and agree that the use and transfer of information received from Google APIs will adhere strictly to the Google API Services User Data Policy, including full compliance with Google’s Limited Use requirements. Fiskl hereby attests that it will not use or transfer to any other app the information received from Google APIs for any purpose that is not permitted under the Google API Services User Data Policy.

Furthermore, Fiskl assures customers that any data obtained through OAuth-sensitive scopes is not shared with any third party. For Artificial Intelligence (AI) functionalities, Fiskl does not share any user data obtained through the Services with third-party AI models. Instead, Fiskl employs its own Vector Database and utilizes Retrieval-Augmented Generation (RAG) for AI queries on sensitive data. RAG enhances Fiskl’s AI capabilities by referencing authoritative knowledge bases without transmitting sensitive user data externally.

By using Fiskl’s Services, you acknowledge and agree to this Google API Services User Data Policy Compliance clause. For more information, please refer to the Google API Services User Data Policy: https://developers.google.com/terms/api-services-user-data-policy.

Purchasing Decisions

We may share information about our future product plans because we like transparency. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If Customer decides to buy our Services, that decision should be based on the functionality or features we have made available today and not on the delivery of any future functionality or features.

Choosing to be a Beta Tester

Occasionally, we look for beta testers to help us test our new features. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product”). Beta Products may not be ready for prime time so they are made available “as is,” and any warranties or contractual commitments we make for other Services do not apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

Feedback is Welcome

The more suggestions our customers make, the better the Services become. If Customer sends us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sub-licensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel.

Non-Fiskl Products

Our Services include integrations with third parties’ applications and software that complement Customer’s use of the Services (each, a “Non-Fiskl Product”). THESE ARE NOT OUR SERVICES, SO WE DO NOT WARRANT OR SUPPORT NON-FISKL PRODUCTS, AND, ULTIMATELY, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-FISKL PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD PARTY PROVIDER.

If a Non-Fiskl Product is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Non-Fiskl Product. Check out our Knowledge Base pages for more information.

Privacy Policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

Payment Obligations

Payment Terms

For Customers that purchase our Services, fees are specified at the Services interface “check-out” and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. Check out our Knowledge Base pages for more information about payment options. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, Customer will reimburse us for such withholding tax.

Downgrade for Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services to free plans until those amounts are paid in full, so long as we have given Customer ten (10) or more days’ prior notice that its account is overdue. Notwithstanding the second paragraph of the “Providing the Services” section below, Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to Customer Data, as illustrated by comparing the plans in the Pricing Guide.

No refunds

No refund is due to you if you terminate your subscription, if you fail to cancel your subscription prior to its renewal or if Fiskl terminates it in accordance with the agreement terms.

Our Responsibilities

Providing the Services

Customer isn’t the only one with responsibilities; we have some, too. We will (a) make the Services available to Customer and its Authorized Users as described in the Contract; and (b) not use or process Customer Data for any purpose without Customer’s prior written instructions; provided, however, that “prior written instructions” will be deemed to include use of the Services by Authorized Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Be assured that (a) the Services will perform materially in accordance with our then-current Knowledge Base pages; and (b) subject to the “Non-Fiskl Products” and “Downgrade for Non-Payment” sections, we will not materially decrease the functionality of a Service during a subscription term. For any breach of a warranty in this section, Customer’s exclusive remedies are those described in the sections titled “Termination for Cause” and “Effect of Termination”.

Keeping the Services Available

For all Service plans, we will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. We expect planned downtime to be infrequent but will endeavour to provide Customer with advance notice (e.g., through the Services), if we think it may exceed thirty (30) continuous minutes.

Protecting Customer Data

The protection of Customer Data is a top priority for us so we will maintain administrative, physical, and technical safeguards, including measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways to connect to the Services. We are not responsible for what Customer’s Authorized Users or Non-Fiskl Products do with Customer Data. That is Customer’s responsibility.

Artificial Intelligence (AI) and Customer Data

Fiskl is committed to the responsible and ethical use of Artificial Intelligence (AI) technologies within its Services. We understand the importance of protecting customer data and ensuring transparency in how such data is utilized in conjunction with AI functionalities.

Customer Data Usage in AI

Fiskl does not share any customer data obtained through the Services with third-party AI models or providers. All AI functionalities within the Fiskl platform are carried out using our proprietary AI systems, which are designed to prioritize data privacy and security.

Retrieval-Augmented Generation (RAG) for AI Queries

For AI-based queries and functionalities that involve sensitive customer data, Fiskl employs a technique called Retrieval-Augmented Generation (RAG). RAG enables our AI systems to reference authoritative knowledge bases and generate responses without the need to transmit sensitive customer data to any external AI models or providers.

Transparency and Customer Consent

Fiskl is committed to maintaining transparency regarding the use of customer data in AI functionalities. We will provide clear information to users about how their data may be used in conjunction with AI technologies within the Fiskl platform. Where required by applicable laws and regulations, we will obtain explicit user consent before using customer data for AI purposes.

Compliance with AI Regulations

Fiskl closely monitors the development of AI regulations and best practices across jurisdictions in which we operate. We are committed to aligning our AI practices with the latest regulatory requirements and industry standards to ensure the responsible and ethical use of AI technologies.

Data Retention and Deletion

Customer data used for AI functionalities within Fiskl will be retained only for as long as necessary to fulfill the specified purposes. Users have the right to request the deletion of their data, and Fiskl will promptly honor such requests in accordance with applicable laws and regulations.

By using Fiskl’s Services, you acknowledge and agree to the terms outlined in this Artificial Intelligence (AI) and Customer Data section. If you have any questions or concerns regarding the use of AI technologies within Fiskl, please contact our privacy team at privacy@fiskl.com.

The Fiskl Extended Family

We may leverage our employees, those of our corporate affiliates and third party contractors (the “Fiskl Extended Family”) in exercising our rights and performing our obligations under the Contract. We will be responsible for the Fiskl Extended Family’s compliance with our obligations under the Contract.

Ownership and Proprietary Rights

What’s Yours is Yours…

As between us on the one hand, and Customer and any Authorized Users on the other, Customer will own all Customer Data. Subject to the terms and conditions of the Contract, Customer (for itself and all of its Authorized Users) grants us and the Fiskl Extended Family a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, and any Non-Fiskl Products created by or for Customer, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as required by law; and (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

And What’s Ours is Ours

We own and will continue to own our Services, including all related intellectual property rights. We may make software components available, via app stores or other channels, as part of the Services. We grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Authorized Users to use the object code version of these components, but solely as necessary to use the Services and in accordance with the Contract and the User Terms. All of our rights not expressly granted by this license are hereby retained.

Term and Termination

Contract Term

As further described below, a free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Order Forms.

Auto-Renewal

Unless there is a separate agreement, (a) all subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. Automatic subscription renewal will be canceled if the Customer cancels the subscription from within the platform or downgrades their account to a Free account before the end of the renewal term.

Termination for Cause

We or Customer may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach. Customer is responsible for its Authorized Users, including for any breaches of this Contract caused by its Authorized Users. We may terminate the Contract immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its Authorized Users in violation of applicable law.

Termination Without Cause

Customer may terminate its free subscriptions immediately without cause. We may also terminate Customer’s free subscriptions without cause, but we will provide Customer with thirty (30) days prior written notice.

Effect of Termination

Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

Data Portability and Deletion

We are custodians of Customer Data. During the term of a workspace’s subscriptions, Customer will be permitted to export or share certain Customer Data from the Services; provided, however, that because we have different products with varying features and Customer has different retention options, Customer acknowledges and agrees that the ability to export or share Customer Data may be limited or unavailable depending on the type of Services plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of a workspace’s subscriptions, we will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.

Representations Disclaimer of Warranties

Customer represents and warrants that it has validly entered into the Contract and has the legal power to do so. Customer further represents and warrants that it is responsible for the conduct of its Authorized Users and their compliance with the terms of this Contract and the User Terms.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR THE FISKL EXTENDED FAMILY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR ANY MEMBER OF THE FISKL EXTENDED FAMILY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Customer is responsible for all login credentials, including usernames and passwords, for administrator accounts as well the accounts of your Authorized Users. We will not be responsible for any damages, losses or liability to Customer, Authorized Users, or anyone else, if such information is not kept confidential by Customer or its Authorized Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Services.

The limitations under this “Limitation of Liability” section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this “Limitation of Liability” section allocate the risks under this Contract between the parties, and the parties have relied on these limitations in determining whether to enter into this Contract and the pricing for the Services.

Our Indemnification of Customer

We will defend Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under the Contract infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against Customer in connection with or as a result of, and for amounts paid by Customer under a settlement we approve of in connection with, a Claim Against Customer; provided, however, that we will have no liability if a Claim Against Customer arises from (a) Customer Data or Non-Fiskl Products; and (b) any modification, combination or development of the Services that is not performed by us, including in the use of any application programming interface (API). Customer must provide us with prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting our defence and settlement of such matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us and the Fiskl Extended Family for, any Claim Against Customer.

Customer’s Indemnification of Us

Customer will defend Fiskl and the members of the Fiskl Extended Family (collectively, the “Fiskl Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ violation of the Contract or the User Terms (a “Claim Against Us”), and will indemnify the Fiskl Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs finally awarded against a Fiskl Indemnified Party in connection with or as a result of, and for amounts paid by a Fiskl Indemnified Party under a settlement Customer approves of in connection with, a Claim Against Us. We must provide Customer with prompt written notice of any Claim Against Us and allow Customer the right to assume the exclusive defence and control, and cooperate with any reasonable requests assisting Customer’s defence and settlement of such matter. This section states your sole liability with respect to, and the Fiskl Indemnified Parties’ exclusive remedy against Customer for, any Claim Against Us.

Limitations on Indemnifications

Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labelled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Survival

The sections titled “Feedback is Welcome,” “Non-Fiskl Products,” “Our Removal Rights,” “A Condition of Use,” “Payment Terms,” “The Fiskl Extended Family,” “What’s Yours is Yours …,” “And What’s Ours is Ours,” “Effect of Termination,” “Data Portability and Deletion,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Our Indemnification of Customer,” “Customer’s Indemnification of Us,” “Limitations on Indemnifications,” “Confidentiality” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.

General Provisions

Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to feedback@fiskl.com stating that it does not wish to be used as a reference.

Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Email and Fiskl Messages

Except as otherwise set forth herein, all notices under the Contract will be by email, although we may instead choose to provide notice to Customer through the Services (e.g., an application notification). Notices to Fiskl will be sent to feedback@fiskl.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to legal@fiskl.com. Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Services.

Modifications

As our business evolves, we may change these Customer Terms and the other components of the Contract (except any Order Forms). If we make a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging Customer through the Services. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Except with respect to the Fiskl Extended Family, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Contract in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Customer will keep its billing and contact information current at all times by notifying Fiskl of any changes. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of the Contract upon written notice to the assigning party. In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Which Fiskl Entity is Customer Contracting With?

The Contract, and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law of England and Wales, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Contract or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

Entire Agreement

The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (2) the portions of the Customer Specific Supplement that apply to Customer (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.