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Subscription service terms & conditions

Please read these Subscription Service Terms and Conditions (“these Terms”) carefully as they are the terms governing your use of the Sopheon Service and form the basis of your contract with Sopheon UK Limited (“Sopheon”). We provide the Service (as defined below) for business use only and only on these Terms, and if you do not agree to be bound by them you may not use the Service. 

If You are entering into these Terms on behalf of a company, organization, or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Sopheon that You have the authority to bind such Entity and its affiliates to these Terms, in which case the terms "Customer," "You," "Your", or related capitalized terms herein shall refer to such Entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service. 

1. Definitions and interpretation

1.1 The definitions in this clause apply in these Terms. 

Affiliates: an entity that controls, is controlled by or is under common control with Customer or Sopheon where such control is expressed through an equity interest of more than 50%.   

Authorised Users:(1) those employees of the Customer and its Affiliates who are authorised by the Customer to use the Service; and (2) any Trusted Third Parties. 

Billing Month:the period between the date on which the Subscription Service is first provided to the Customer and the same date in the next month, and each subsequent monthly period ending on the same date of the month, provided that if that date does not exist in any month (for example 31st) the period shall be deemed to end on the last day of that month. 

Paddle: an online merchant of record platform. 

Stripe: an online payments platform.  

Contract:the legal agreement between Sopheon and the Customer under which the Service is provided in accordance with these Terms. 

Customer or You:the company or other legal person or entity that contracts with Sopheon to receive the Service for its Authorised Users. 

DP Schedule: the schedule attached dealing with data protection issues. 

A Starter Plan Service: a free service, as further described on Our pricing page and subject to these terms and conditions, except those relating to payment for the Service. 

Service: a subscription service provided by Sopheon to the Customer on these Terms. 

Sopheon or We: Sopheon UK Limited, a company registered in England and having its registered office at Dorna House One, Guildford Road, Surrey GU24 9PW, UK.  

Trusted Third Party: any person (not being an employee of the Customer) who the Customer may permit from time to time to access the Service, solely in connection with the Customer’s internal business purposes. 

1.2 In these Terms, clause headings shall not affect interpretation, a person includes an individual, corporate or unincorporated body (whether or not having separate legal personality), words in the singular include the plural and the opposite applies and a reference to one gender includes all genders. 

2. Subscription service

2.1 Sopheon grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Service during the term of the Contract solely for the Customer’s internal business operations and subject always to these Terms. 

2.2 The Customer may from time to time choose to allow Trusted Third Parties to use the Service as Authorised Users, whether or not the Customer makes any charge to such third parties for such use. In all such cases, the Customer shall: 

  1. be responsible for the payment to Sopheon of all related monthly subscription fees in accordance with clause 7 below; 
  2. be responsible for the compliance by all Trusted Third Parties with these Terms as if they were the employees of the Customer. 

2.3 The Customer shall not: 

  1. allow any person to use the Service who is not an Authorised User; or 
  2. use the Service to provide services to third parties; 
  3. allow a subscription to be used by more than one individual Authorised User (unless re-assigned in its entirety, with the prior Authorised User no longer having access to the Service).  

2.4 The Customer may increase or decrease the number of Authorised Users at any time on a monthly basis. Sopheon will continuously monitor the number of AuthorisedUsers authorized for the Service and adjust the fees on a monthly basis in arrears, based on the maximum number of Authorized Users at any point in the month, where a month is defined as the Billing Month. 

2.5 The Customer shall not access, store, distribute or transmit any harmful computer code (including viruses and other malware) or any material during the course of its use of the Service that: 

  1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 
  2. facilitates illegal activity; 
  3. depicts sexually explicit images; 
  4. promotes unlawful violence; 
  5. is discriminatory based on race, gender, colour, age, religious belief, sexual orientation, disability; or an otherwise protected status 
  6. in a manner that is otherwise illegal or causes damage or injury to any person or property; and Sopheon reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause. 

2.6 The Customer shall use best endeavours to prevent any unauthorised access to or use of the Service and, in the event that it becomes aware of any such unauthorised access or use, promptly notify Sopheon. 

2.7 Except as expressly authorised herein, The Customer will not and will not permit any Authorised User or third party to: (i) lease, rent, sell, pledge, assign, sublicense, distribute, loan or otherwise transfer to any other party any part of the Service or any copy thereof or use the Service in  any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related  features of the Service including features that enforce limitations; (iii) customize, disassemble, decompile, make derivative products or otherwise attempt to reverse engineer the Service or any component thereof; or (iv) take any action that imposes or may impose (at Sopheon’s sole discretion) an unreasonable or disproportionately large load on the Sopheon infrastructure or infrastructure which supports the Service.  

2.8 The Customer shall be solely responsible for procuring and maintaining its local computing facilities (including web browser), network connections and telecommunications links from its systems to access the Service, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.  

2.9 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer. 

2.10 The Customer acknowledges and accepts that the Sopheon Software (and any customisation or modification) includes code which is open source software (OSS), which is made available to the Customer on the terms of the applicable OSS licence. A list of the OSS used by Sopheon can be foundhere. 

2.11 The Customer acknowledges and accepts that Sopheon is permitted to use the Customer’s name and logo to identify the Customer as a customer of Sopheon or user of the Service, on Sopheon’s website, marketing materials or otherwise by public announcements.  

3. Service levels

Our standard customer support services details can be found here. 

4. Customer data and data protection

4.1 The Customer shall own all right, title and interest in and to all data that it uploads to the Service (“Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 

4.2 Sopheon shall back up the Customer Data regularly and store the back up separate from the Service. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Sopheon to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Sopheon. Sopheon shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except any third parties sub-contracted by Sopheon to perform services related to Customer Data hosting, maintenance and back-up). 

4.3 To the extent that Sopheon processes any personal data on the Customer’s behalf when performing its obligations under the Contract, the parties record their intention that the Customer shall be the data controller and Sopheon shall be a data processor and: 

  1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside their country of residence in order to carry out the Service and Sopheon's other obligations under the Contract; 
  2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Sopheon so that Sopheon may lawfully use, process and transfer the personal data in accordance with the Contract on the Customer’s behalf; 
  3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; 
  4. Sopheon shall process the personal data only in accordance with the terms of the Contract, any lawful instructions reasonably given by the Customer from time to time and in accordance with its privacy policy; and 
  5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
 

4.4 In these terms, "Data Protection Legislation” means (whilst they are in force): 

  1. the UK Data Protection Acts 1998 and 2018; 
  2. the EU General Data Protection Regulation (“GDPR”); and 
  3. any successor legislation to the Data Protection Acts 1998 and 2018 or the GDPR and any other applicable laws and regulations relating to the processing of personal data and privacy; and 
  4. California’s Consumer Privacy Act (“CCPA”). 

“Personal Data”, “Data Controller”, “Data Processor”, “Data Subject” and “Process” are as defined in the Data Protection Legislation. “Data Controller” includes, as applicable, a “business” as that term is defined under the CCPA. “Data Processor” includes, as applicable, any “service provider” as that term is defined under the CCPA. “Data Subject” includes a “consumer” as the term is defined by the CCPA. 

4.5 We shall both at all times during the term of the Contract comply with all applicable requirements of the Data Protection Legislation in relation to the Processing of Personal Data. 

4.6 Where We Process Personal Data on Your behalf, We shall, in respect of such Personal Data: 

  1. not access or use Personal Data except as is necessary to provide the Services, and then only as reasonably necessary for the performance of the Contract; 
  2. act strictly in accordance with the Contract; 
  3. comply promptly with any request from You to amend, delete or transfer Personal Data; 
  4. not disclose Personal Data to any employee, director, agent, contractor or Affiliate of Ours (Our “Personnel”), or any third party, except as is necessary for the performance of the Services, or to comply with applicable laws, or with Your prior written consent; 
  5. implement and maintain appropriate technical and organisational measures: 
  6. to protect the security and confidentiality of Personal Data Processed by Us in providing the Services; 
  7. to protect Personal Data at all times against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, access, or Processing; or 
  8. as required under the Data Protection Legislation. 
  9. notify You of any request made by a Data Subject under Data Protection Legislation in relation to or in connection with Personal Data Processed by Us on Your behalf and at all times cooperate with and assist You to execute Your obligations under the Data Protection Legislation in relation to such Data Subject requests; 
  10. process the Personal Data in accordance with the specified duration, purpose, type and categories of Data Subjects as specified in the DP Schedule to this Contract.
  11. Sopheon servers are located in the UK, EU and USA. Your national privacy laws may require certain data from certain types of industry to be resident locally, which Sopheon does not currently support. At the time of writing, we are aware of this being the case for medical industries in Japan and South Korea, national security matters in Mexico and Turkey, and financial industries in South Korea and Turkey. Do not register with us or sign up for a Sopheon Acclaim product unless you are certain that your industry is exempt from such requirements. 

4.7 We shall  notify You in writing as soon as reasonably practicable after becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data. The notice provided will specify: 

  1. the categories and number of the individuals and the records concerned; 
  2. the likely consequences of the breach; 
  3. any steps taken to mitigate and address the breach; and 
  4. specify an appropriate point of contact within Our organisation who You can contact about the breach. 

We will promptly give You the detail You reasonably request to allow You to understand the impact of the breach. We will promptly comply with any reasonable instructions provided by You, and cooperate with You, in relation to the data breach. 

4.8 You give Us general authorisation to use Our Affiliates and other third-party sub-contractors and sub-processors who are compliant with Data Protection Legislation to Process Personal Data in connection with the provision of the applicable Service. We will have executed a written contract with the third party which contains terms for the protection of Personal Data which are no less protective than these Terms. 

4.9 A current list of third-party sub-processors is published here. Sopheon shall publish the identity of new sub-processor(s) at least 10 business days in advance before authorising such new sub-processor(s) to process Personal Data in connection with the provision of the applicable Service.  During such 10 business day period, You may object to such appointment in writing, setting out reasonable grounds for such objection. Upon receipt of such notice, Sopheon will use reasonable efforts to modify the Service or recommend a workaround. If Sopheon is unable to make available such modification or workaround within a reasonable period of time, Customer may terminate its subscription to the affected Service.  

4.10 We shall provide You with such reasonable assistance as You require in relation to any complaints made by Data Subjects or investigations or enquiries made by any regulator or supervisory authority relating to You or Your obligations under the Data Protection Legislation. 

4.11 In relation to Personal Data Processed by Us under the Contract, We shall co-operate with You to the extent reasonably necessary to enable You to adequately discharge Your responsibility as a data controller under Data Protection Legislation (including in respect of the preparation of data protection impact assessments). 

4.12 You shall have the right (at Your own cost and no more than once per calendar year unless You have grounds to believe We are in breach of Our privacy obligations) to audit Us and relevant records and materials as reasonably necessary to demonstrate Our compliance with Our obligations under Data Protection Legislation. The scope, timing and duration of any audit will be agreed in advance. All materials and findings made available or arising in connection with the audit will constitute confidential information.  

4.13 We will tell You as soon as practicable if We are asked to do something which might infringe the Data Protection Legislation or other data protection law of the EU or a Member State. 

4.14 We shall ensure that any of Our personnel with access to Personal Data are both bound by confidentiality obligations in respect of access, use or processing of such Personal Data, and have received appropriate training. 

4.15 At Your request, We shall provide a copy of all Personal Data held by Us in the format and on the media reasonably specified by You. 

4.16 On termination or expiry of the Contract, at Your request, or if Your account is inactive for 90 days We shall, at Our option, delete or return to You all Personal Data processed by Us on Your behalf, and We shall delete existing copies of such Personal Data except where necessary to retain such Personal Data strictly for the purposes of compliance with Data Protection Legislation applicable to Us. In the case of termination of the Contract at Your request We will suspend the account immediately and only implement termination of the Contract following a 5 day grace period. 

4.17 We will each agree to any reasonable amendment to the Contract required to bring it into line with any amendment to or re-enactment of any Data Protection Legislation, in particular to reflect the GDPR or the CCPA, or to allow each of the parties to comply with any requirement or recommendation of the Information Commissioner or any other data protection or supervisory authority in relation to the Processing of Personal Data. 

4.18 You shall not submit any data to the Service that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation  in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and  Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes. 

5. Charges and payment

5.1 The Customer shall pay monthly (or annual) subscription fees to Sopheon for the Service in accordance with this clause. No refunds are given for subscription fees that have been paid. 

5.2 Subscription fees shall be calculated according to the applicable package and the number of Authorised Users. See our website  for packages, options and charges, including annual billing arrangements. Invoices shall be generated automatically on the last day of each Billing Month, and payment will be collected on the same day by Stripe, Paddle or such other automatic payment system that Sopheon may use from time to time. 

5.3 If Sopheon has not received payment by the due date, and without prejudice to any other rights and remedies of Sopheon: 

  1. Sopheon may, without liability to the Customer, disable the Customer’s, account and access to all or part of the Service and Sopheon shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and 
  2. interest shall accrue on a daily basis on such due amounts at the maximum legally permissible rate continuing until fully paid, whether before or after judgment. 
  3. All amounts are exclusive of applicable transaction taxes (including value added tax, sales tax and withholding taxes), which shall be added to Sopheon's invoice(s) at the appropriate rate. 

5.4 Sopheon will give 7 days’ notice of any increase in the subscription fees charged , to take effect at the start of a Billing Month. 

5.5 You can upgrade or downgrade your chosen package at any time and your next monthly (or as applicable annual) subscription fee will be adjusted accordingly (with adjustments being reflected in the following month’s or year’s bill).  Any reduction of users will take effect at the start of the next monthly or annual term.  

6. Proprietary rights

6.1 The Customer acknowledges and agrees that Sopheon and/or its licensors own all intellectual property rights in the Service. Except as otherwise expressly stated herein, the Contract does not grant the Customer or any Authorised User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Service. 

6.2 Sopheon confirms that it has all the rights in relation to the Service that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract. 

7. Confidentiality

Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not use any part of such information for any unauthorised purpose nor disclose any part of such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the party’s obligations under the Contract and they agree to keep it confidential. This clause shall not extend to information which was already in the lawful possession of a party prior to the disclosure by the other party or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious or which is required to be disclosed by law. The obligations of confidentiality under this clause shall survive apply during and following the expiry or any termination of the Contract. 

8. Indemnity

8.1 The Customer shall defend, indemnify and hold harmless Sopheon against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Service, provided that: 

  1. the Customer is given prompt notice of any such claim; 
  2. Sopheon provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and 
  3. the Customer is given sole authority to defend or settle the claim. 

8.2 Sopheon shall defend the Customer, its officers, directors and employees against any claim that the Service infringes any patent, copyright, trade mark or database right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that: 

  1. Sopheon is given prompt notice of any such claim; 
  2. the Customer provides reasonable co-operation to Sopheon in the defence and settlement of such claim, at Sopheon’s expense; and 
  3. Sopheon is given sole authority to defend or settle the claim. 

8.3 In the defence or settlement of any claim, Sopheon may procure the right for the Customer to continue using the Service, replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate the Contract on one week’s notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 

8.4 In no event shall Sopheon, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on: 

  1. a modification of the Service by anyone other than Sopheon; or 
  2. any trade mark or other branding used by the Customer in relation to the Service; or 
  3. the Customer’s use of the Service in a manner contrary to the instructions given to the Customer by Sopheon; or 
  4. the Customer’s use of the Service after notice of the alleged or actual infringement from Sopheon or any appropriate authority. 

8.5 The foregoing states the Customer’s sole and exclusive rights and remedies, and Sopheon’s (including Sopheon’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. 

9. Limitation of liability and disclaimer

9.1 IN NO EVENT SHALL SOPHEON'S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH ANY OTHER CLAIM WHETHER IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF OR RELATING TO THE SERVICES OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY SOPHEON, ITS AFFILIATES, OR SUBCONTRACTORS EXCEED THE COST OF THE APPLICABLE FEES CHARGED BY SOPHEON HEREUNDER DURING THE PRECEDING TWELVE (12) MONTHS.  THE CUSTOMER’S RIGHT TO MONETARY DAMAGES UP TO SUCH AMOUNT SHALL BE ITS SOLE AND EXCLUSIVE REMEDY AND SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH IT MAY HAVE AGAINST SOPHEON OR ITS AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, PROVIDED HOWEVER, THAT NOTHING IN THIS AGREEMENT WILL OPERATE TO RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SOPHEON. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS ALL SERVICES AND PRODUCTS FURNISHED BY SOPHEON ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND SOPHEON EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE CONCERNING THE PRODUCTS AND SERVICES PROVIDED HEREUNDER.  

9.2 NEITHER SOPHEON, NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST SAVINGS, LOST DATA OR ANY SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN ANY WAY ARISING FROM OR RELATING TO ANY OF THE SERVICES OR PRODUCTS PROVIDED BY SOPHEON OR BY ANY FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SOPHEON HAD BEEN ADVISED OF THE POSSIBILITY THEREOF. 

9.3 THE CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICE BY THE CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM AND DECISIONS BASED ON SUCH USE. FOR THE AVOIDANCE OF DOUBT NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY SOPHEON (OR ITS OFFICERS OR EMPLOYEES) REGARDING THE ADEQUACY, ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INVESTMENT APPRAISAL METRICS PRODUCED BY THE SOPHEON APPLICATION AND NO REPRESENTATION, WARRANTY, ASSURANCE OR UNDERTAKING IS GIVEN AS TO THE ACHIEVEMENT OR REASONABLENESS OF ANY PROJECTIONS, ESTIMATES, PROSPECTS OR RETURNS ON INVESTMENT CONTAINED, REFERRED, SUGGESTED OR IMPLIED IN, TO OR FROM ANY SUCH METRICS. 

10. Term and termination

10.1 The Contract shall, unless otherwise terminated in accordance with its terms, continue for as long as the Customer continues to subscribe for the Service. 

10.2 Either Sopheon or the Customer may terminate the subscription to the Service by providing notice to the other at least one month prior to the end of the then-current subscription term, either in writing or using the process in the Sopheon application.  

10.3 Either party shall be entitled to terminate the Contract immediately by written notice to the other if the other party: 

  1. commits any material breach of the Contract that is not capable of remedy; 
  2. commits any material breach of the Contract that is capable of remedy and fails to remedy it within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or 
  3. is involved in any legal proceedings concerning its solvency, or ceases trading, or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary (other than for the purposes of an amalgamation or reconstruction), or makes an arrangement with its creditors or petitions for an administration order or has a receiver or manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any analogous event occurs in any relevant jurisdiction. 

10.4 In addition, Sopheon reserves the right to terminate the Contract for the Starter Plan Service if (a) it remains inactive 90 days after being created or (b) Sopheon, in its absolute discretion, considers that the Starter Plan Service is no longer commercially viable. 

10.5 On termination of the Contract for any reason: 

  1. all licences and/or rights granted under the Contract shall immediately terminate; 
  2. Sopheon may destroy or otherwise dispose of any of the Customer Data in its possession, unless Sopheon receives, no later than 5 days after the effective date of termination of the Contract, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Sopheon will use reasonable commercial endeavours to deliver such back-up Customer Data to the Customer within 30 days of receipt of the request, provided that by that time the Customer has paid all sums due to Sopheon; and 
  3. any accrued rights shall not be affected or prejudiced. 
11. Force majeure

Sopheon shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Sopheon or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, ash cloud, local epidemic, pandemic or default of Sopheon’s or sub-contractors, provided that the Customer is notified of such an event and its expected duration. 

12. Waiver and variation

12.1 No failure or delay by a party to exercise any right or remedy provided under the Contract 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. 

12.2 Sopheon reserves the right to vary or update these Terms at any time and the revised Terms will apply to your use of the Service from the date when they are posted on Sopheon’s website. You are recommended to check the Sopheon website for any variation to the Terms. As a reminder, Sopheon will provide a link to the revised Terms whenever you upgrade or downgrade your package. 

13. Entire agreement

13.1 The Contract constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover. 

13.2 Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether or not party to the Contract) relating to the subject matter of the Contract, other than as expressly set out in the Contract. 

14. Third party rights

The Contract does not confer any rights on any person or party under the Contracts (Rights of Third Parties) Act 1999. 

15. No partnership or agency

15.1 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. 

15.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 

16. Assignment

Neither party may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations, in whole or in part, to any person or entity without the prior written consent of the other, such consent not to be unreasonably withheld; provided that a party may assign this Agreement (in whole but not in part) without such prior consent in connection with any merger, sale of substantially all of its assets or stock, or any other corporate reorganization performed in good faith. 

17. Governing law 

The Contract 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. 

18. 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 the Contract or its subject matter or formation (including non-contractual disputes or claims). The parties hereby disclaim the applicability of the United Nations' Convention on the International Sale of Goods. 

The DP Schedule 

It is a requirement of the Data Protection Legislation that the following details must be notified in the Contract between controller and processor: 

  • the subject matter and duration of the processing: the processing is for the purposes of managing a full lifecycle innovation management process, including strategic definition, presenting and responding to challenges, idea management, validation and prioritisation analysis, project, product and portfolio management. As regards duration, see 4.16 above. The Personal Data will be processed for so long as the Customer remains subscribed to the Sopheon Service. 
  • the nature and purpose of processing: creating relevant posts in accordance with the subject matter defined above, actioning work and tasks in accordance with the validation and project management modules, social actions such as commenting, liking, sharing and following on the Sopheon website; and 
  • the type of personal data and categories of data subject: contact information and CVs. Employees of and consultants to companies, sole traders, partners, academics and others interested in the proposed challenges and solutions. 

Version 9 published on: 15th September 2022

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