This Product Module applies to purchases of the FinancialForce Accounting (FFA) and Professional Services Automation (PSA) software products through Agilyx.
Back to the CSAThis is a Product Module for the CSA and forms part of an Agreement wherever an Order Form specifies that FinancialForce Accounting or FinancialForce PSA (FinancialForce) is an inclusion.
In addition to the interpretation and definiton terms of the CSA, certain other words and phrases in this Product Module have their meanings as set out below:
Affiliate has its meaning from the FinancialForce MSA.
Customer Data means electronic data and information submitted by or for Customer to the FinancialForce Services.
Documentation means the online user guides, documentation, and help and training materials for the FinancialForce Services and Salesforce Platform (including without limitation the Force.com Platform Enterprise Edition and Heroku), and the descriptions of Support, as updated from time to time, accessible at www.financialforce.com or other websites designated by FinancialForce.
FinancialForce means either, as the case provides, the ERP system on the Salesforce Platform, a cloud service or it means the FinancialForce closest to where the Customer is domiciled as determined by the FinancialForce MSA published on https://www.financialforce.com/legal/.
FinancialForce Services excludes the Non-FinancialForce Applications and means the products and services that are ordered by Customer under an Order Form and made available online by FinancialForce, including associated offline components, as described in the Documentation.
Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
Non-FinancialForce Applications means online applications and services and offline software products that are provided by entities or individuals other than FinancialForce, and that interoperate with the FinancialForce Services, including but not limited to those provided by Salesforce.
Reseller is a reference to the Agilyx entity who is party to the Agreement with the Customer, determined by the Order Form and/or by the General Terms of Business.
Salesforce means the Salesforce entity that will supply the Salesforce Platform services to the Customer, as determined by the Main Services Agreement published by Salesforce at https://www.salesforce.com/company/legal/agreements/.
Salesforce Platform means the hosted platform-as-a-service made available by Salesforce.
User means an individual who is authorised by the Customer to use a FinancialForce Service, for whom Customer has ordered the FinancialForce Service, and to whom the Customer (or FinancialForce at Customer’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
FinancialForce Services are subject to usage limits, including, for example, quantities and/or functionality restrictions referenced in Order Forms. FinancialForce Services are also subject to Salesforce Platform limits, as described in the Documentation. Unless otherwise specified:
a quantity in an Order Form refers to Users, and the FinancialForce Service may not be accessed by more than that number of Users;
a User’s password may not be shared with any other individual; and
a User identification may be reassigned to a new individual replacing one who no longer requires on-going use of the FinancialForce Service.
Customer will reasonably cooperate with any Reseller or FinancialForce review of Customer’s use of the FinancialForce Services. If Customer violates a contractual usage limit, Reseller or FinancialForce will so notify Customer and may work with Customer to bring Customer’s usage into conformity with the limit. If, notwithstanding Reseller’s and FinancialForce’s endeavours, Customer is unable or unwilling to abide by a contractual usage limit, Customer will, promptly upon FinancialForce’s request, execute an order form with Reseller, FinancialForce and/or Salesforce, as applicable, for additional quantities of FinancialForce and/or Salesforce services as required, and/or pay any invoice for excess usage in accordance with the payment terms in Customer’s agreement with Reseller.
Customer will:
be responsible for its and its Users’ compliance with this Agreement and Order Forms;
be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer Data;
use commercially reasonable endeavours to prevent unauthorized access to or use of FinancialForce Services, and notify Reseller promptly of any such unauthorized access or use; and
use FinancialForce Services only in accordance with the Documentation and applicable laws and government regulations.
Customer will not:
make any FinancialForce Service available to, or use any FinancialForce Service for the benefit of, anyone other than Customer or Users;
sell, resell, license, sublicense, distribute, rent or lease any FinancialForce Service, or include any FinancialForce Service in a service bureau or outsourcing offering;
use an FinancialForce Service to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
use an FinancialForce Service to store or transmit individuals’ health, medical or payment card information;
use an FinancialForce Service to store or transmit Malicious Code;
interfere with or disrupt the integrity or performance of any FinancialForce Service or third-party data contained therein;
attempt to gain unauthorized access to any FinancialForce Service or its related systems or networks;
permit direct or indirect access to or use of any FinancialForce Service in a way that circumvents a contractual usage limit, or use any FinancialForce Services to access or use any FinancialForce intellectual property except as permitted under this Agreement, an Order Form, or the Documentation;
copy a FinancialForce Service or any part, feature, function or user interface thereof (including, without limitation, into a Salesforce organization or tenant not authorized in writing by Reseller or FinancialForce);
frame or mirror any part of any FinancialForce Service, other than framing on Customer’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;
access any FinancialForce Service in order to build a competitive product or service or to benchmark with a non-FinancialForce product or service; or
reverse engineer any FinancialForce Service (to the extent such restriction is permitted by law).
If Customer uses the FinancialForce Services in a way that breaches this Agreement and threatens the security, integrity or availability of the FinancialForce Services, Reseller may immediately suspend the FinancialForce Services; however, Reseller will use endeavours reasonable under the circumstances to provide Customer with notice and an opportunity to remedy the breach before any such suspension. This paragraph applies equally to the Salesforce Platform as to the FinancialForce Services.
The FinancialForce Services are developed and operate on the Salesforce Platform and are hosted by Salesforce. This Agreement entitles Customer to use the Salesforce Platform as part of the FinancialForce Services, and does not entitle Customer to use any other Salesforce product or service except as expresly provided in the ‘Salesforce Platform for FinancialForce Accounting’ subclause below. Unless otherwise specified herein or in an Order Form, Customer may not use Salesforce Platform subscriptions acquired under this Agreement:
in a manner or for a purpose other than as needed to use the FinancialForce Services;
to develop new applications;
to utilize custom objects delivered outside of the FinancialForce Services; or
to access the Salesforce Campaigns, Leads, Opportunities, Cases, Solutions or Forecasts objects.
If Customer purchases the FinancialForce Accounting service, FinancialForce may be required to provision to Customer the full Salesforce CRM service, instead of only the Salesforce Platform, for proper functioning of the FinancialForce Accounting service. In such case, Customer shall use only the Accounts, Opportunities, Price Books and Products tabs, and no other functions, of the Salesforce CRM service, and only as needed to use the FinancialForce Accounting Service, unless the Customer has purchased a full Salesforce CRM subscription for the applicable User.
If Customer installs or enables a Non-FinancialForce Application for use with an FinancialForce Service, Customer grants Reseller and FinancialForce permission to allow the provider of that Non-FinancialForce Application to access Customer Data as required for the interoperation of that Non-FinancialForce Application with the FinancialForce Service. Neither Reseller nor FinancialForce is responsible for any processing, disclosure, modification or deletion of Customer Data resulting from access by a Non-FinancialForce Application. The FinancialForce Services will allow Customer to restrict Users from installing or enabling Non-FinancialForce Applications (other than Salesforce Platform) for use with the FinancialForce Services.
The FinancialForce Services may contain features designed to interoperate with Non-FinancialForce Applications. To use such features, Customer may be required to obtain access to Non-FinancialForce Applications from their providers, and may be required to grant FinancialForce access to Customer’s account(s) on the Non-FinancialForce Applications.
Subject to the limited rights expressly granted to Customer, FinancialForce and its licensors reserve all of their right, title and interest in and to the FinancialForce Services, including all related intellectual property rights.
Customer grants FinancialForce, its Affiliates and its hosting providers a worldwide, limited-term license to host, copy, transmit and display Customer Data as necessary for Reseller and FinancialForce to provide the FinancialForce Services in accordance with this Agreement and Order Forms. Subject to the limited licenses granted herein, FinancialForce acquires no right, title or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-FinancialForce Application or program code.
Customer grants to FinancialForce and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the FinancialForce Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of the FinancialForce Services.
If any charge owing by the Customer to Reseller is 30 days or more overdue, FinancialForce may, without limiting its other rights and remedies, suspend Services to Customer until such amounts are paid in full, provided that Reseller has given Customer at least 10 days’ prior notice that Reseller’s account is overdue. In addition, if Customer has an agreement directly with Salesforce, and Salesforce suspends services to Customer due to Customer’s breach of that agreement, any Services installed in the same Salesforce instance will also be inaccessible and neither Reseller nor FinancialForce will be deemed to be in breach of this Agreement.
Neither FinancialForce nor its licensors or the Reseller make any warranty of any kind whether express, implied, statutory or otherwise, and each party and its licensors, including the Reseller, specifically disclaim all implied warranties or conditions, including any implied warranty or condition of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. FinancialForce does not guarantee that Services will be error-free, will meet Customer’s requirements, or will address all laws, rules or standards applicable to Customer’s accounting, finance or human resources activities. Except where an obligation of FinancialForce under this Agreement is being performed by Salesforce as FinancialForce’s subcontractor, the Customer agrees that FinancialForce shall not be responsible or liable for the acts or omissions of Salesforce.
In no event will FinancialForce, Reseller or its licensors have any liability to Customer in connection with this Agreement or Customer’s purchase or use of the Services. Without limiting the foregoing, neither FinancialForce nor its licensors or Reseller will have any liability for any direct damages, lost profits, revenues, goodwill or indirect, special incidental, consequential, cover, business interruption or punitive damages, and in no event will either party’s licensors have any liability under this Agreement for any damages, however, caused, whether an action is in contract or tort and regardless of the theory of liability, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
In the event of a permitted reduction in the number of Customer’s User subscriptions (e.g., upon renewal), Customer will promptly deactivate the applicable Users in the Services upon termination of the subscriptions. Any failure to do so will be considered a violation of a contractual usage limit under the ‘Usage Limits’ subclause section above.
Upon request by Customer made within 30 days after the effective date of termination or expiration of Customer’s Services subscription, or within 30 days after any suspension under the second sentence of the ‘Suspension For Customer Nonpayment’ clause above, whichever is earlier, FinancialForce will make the Customer Data available to Customer for export or download. After such 30-day period, neither Resller nor FinancialForce will have any obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in its systems or otherwise in its possession or control, unless legally prohibited.
The FinancialForce Services, other FinancialForce technology, and derivatives thereof may be subject to export laws and regulations of the United Kingdom, the United States, Australia and other jurisdictions. FinancialForce and Customer each represents that it is not named on any U.S. government denied-party list. Customer shall not permit Users to access or use Services in a country subject to a U.S. embargo, by persons or entities prohibited from receiving U.S. exports, or in violation of any U.S. or Canadian export law or regulation.
The parties shall comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption, including without limitation the U.K. Bribery Act 2010 and U.S. Foreign Corrupt Practices Act. Customer has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from a FinancialForce or Reseller employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to promptly notify Reseller and FinancialForce.
Salesforce.com and FinancialForce shall have the benefit of Reseller’s rights and protections hereunder with respect to the Salesforce Platform.
