Resources and projects
The subscribed system comprises the quantity of project and resource objects configured by you. Regardless of the respective project status, all projects created in the system count with respect to the subscribed volume. This applies in particular to completed projects. All objects that can be planned in the projects are counted as resources. This includes personnel resources (employees) and all organizational units.
Deployment of the system
After successful payment by credit card, your system will be ready for use in a few moments. The corresponding access data will be sent to you automatically by e-mail to the specified address. You can upgrade the number of resources or projects at any time. An upgrade will be active on your system within a few minutes. When you upgrade, the price of the additional number of resources and projects will be charged to your credit card on a pro-rata basis for the remainder of the current payment period. A downgrade of the number of resources or projects is not possible.
Renewal of the subscription
The subscription is automatically renewed according to the payment period you have selected. Automatic renewal can be switched off and on again in the Customer Center. You can also switch to a different payment period in the Customer Center at any time at the end of the current payment period. In this sense, there is no cancellation period.
Deactivation of the system
As mentioned before, you can switch off the automatic renewal of the subscription in the customer center to the end of the current period. After the subscription expires or if payments are not made (e.g. because the credit card cannot be charged), access to your system is automatically deactivated. However, a deactivated system can be reactivated for further use. INTRASOFT guarantees that the data of a deactivated system will be preserved for a period of 3 months after deactivation. Reactivation of the system at a later date is generally not possible.
1. Service and conclusion of contract (subscription)
INTRASOFT AG is a software company located in Hünenberg, Switzerland (hereinafter referred to as "INTRASOFT"), which develops the web-based business software PQFORCE including updates (maintenance) and upgrades (functional enhancements) and provides it as a service against a license fee as a subscription. PQFORCE is used for enterprise-wide project, project portfolio and resource management. In the following, "PQFORCE" refers to both the actual software (technical product) and the service provided by INTRASOFT to the Customer by means of the software (scope of services).
PQFORCE can be obtained and used by the Customer either as a cloud service ("Software-as-a-Service", hereinafter "PQFORCE Cloud") or as a software license for installation and temporary use on the IT infrastructure of the Customer or a third party commissioned by the Customer (hereinafter "PQFORCE On-Premises"). The present usage agreement exclusively governs the "PQFORCE Cloud" service. This is offered in the form of various subscription types (hereinafter "Editions").
By concluding a subscription on the website www.pqforce.com (hereinafter "Website"), a contract (hereinafter "Usage Agreement") is immediately created between the Subscriber (hereinafter "Customer") and INTRASOFT. With the Usage Agreement INTRASOFT grants the Customer the right to use PQFORCE for a limited period of time for the duration of the subscription. With the conclusion of a usage agreement, the concretely included scope of services of the selected PQFORCE Edition is recorded. The scope of services of a PQFORCE Edition is published on the website.
2. Editions and scope of services of PQFORCE Cloud
The scope of services of PQFORCE Cloud includes, depending on the chosen edition, on the one hand the functionality provided by the software and, also depending on the chosen edition, the further services provided by INTRASOFT such as software development (extension or modification of the functionality), software maintenance (technology updates and bug fixing), data backup and support availability (contactability in case of questions, suggestions etc.).
PQFORCE Cloud is offered in the editions "Starter", "Advanced" and "Enterprise". The scope of services or the differences between these editions are described on the website. The available functionality of PQFORCE Cloud naturally changes continuously with the maintenance and further development of the software. INTRASOFT does not guarantee that the functionality of the editions is fully documented in detail at all times. The Customer acknowledges and accepts this by entering into a User Agreement.
INTRASOFT may change the scope of services of the Editions provided with PQFORCE Cloud at any time by means of a unilateral amendment to the agreement (see clause 15.2) in a manner that is reasonable for the Customer. In particular, the amendment is reasonable if it is required for good cause, such as disruption of service provision by subcontractors, and/or the performance features of PQFORCE continue to be substantially fulfilled.
In the case of PQFORCE Cloud, Customer shall use PQFORCE on the servers of INTRASOFT or a third party contracted by INTRASOFT for the duration of the paid usage fee and compliance with the terms of the Agreement.
Handover for the contractual services of INTRASOFT is the router exit of the hosting infrastructure used by INTRASOFT. The connection of the customer to the internet, the maintenance of the network connection as well as the procurement and provision of the hardware and software required on the part of the customer is not subject of the usage agreement and is the responsibility of the customer, in particular to ensure the performance desired by the customer.
3. Operating hours and availability of PQFORCE Cloud
PQFORCE Cloud is generally available 7x24h ("Operating Hours"), subject to scheduled maintenance. However, the effective availability during the Operating Hours also depends significantly on factors that are beyond INTRASOFT's control and responsibility, in particular the Customer's internet connection, the Customer's internal corporate network infrastructure and any outages at the third party contracted for hosting and network connection.
INTRASOFT requires a periodic maintenance interval ("Maintenance Window"), during which the unrestricted availability of PQFORCE Cloud cannot be guaranteed, e.g., in order to launch new releases or perform platform upgrades. During such maintenance intervals, PQFORCE Cloud may still be available with interruptions and restrictions. However, Customer shall not be entitled to normal use during the maintenance intervals. The recurring maintenance intervals are published on the website.
If extraordinary maintenance work is required during the operating hours and PQFORCE Cloud is therefore not available, INTRASOFT will publish this on the Website.
4. Data storage and data sovereignty
INTRASOFT shall provide the Customer with the agreed storage space within the scope of PQFORCE Cloud and shall take over the technical backup of the Customer's data which is processed with PQFORCE Cloud. The specific backup intervals and types as well as the number of data backup copies kept depend on the edition selected. The Customer is solely responsible for compliance with commercial and tax law retention and archiving periods of its proprietary data and the performance of archiving. INTRASOFT does not provide archiving services.
The customer remains the owner of the data, both generally in the contractual relationship and in the sense of data protection law. The customer is therefore solely entitled and obligated with regard to the right of disposal and ownership of all customer-specific data. INTRASOFT does not assume any control or responsibility over the data and contents stored and processed by the Customer.
If Customer's Content is lost or damaged through Customer's fault, INTRASOFT will (without acknowledging any legal obligation and to the extent commercially and technically reasonable and appropriate) assist Customer in restoring it to PQFORCE Cloud from Customer's most recently available backup copy, if the selected PQFORCE Edition provides for this service.
INTRASOFT may charge for certain measures carried out at the Customer's request (e.g. providing the Content in a special format or at a specific time, or implementing special data protection measures). Any special agreements regarding protection, deletion and/or transfer of the Customer's proprietary data are detailed in the PQFORCE License Agreement.
INTRASOFT grants the Customer, for the term of the User Agreement, the royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable, time-limited, worldwide (with the exception of sanctioned countries) right to use PQFORCE, including the documentation available online.
The software usage conditions for PQFORCE-Cloud to be fulfilled by the customer are recorded on the website. By using PQFORCE, Customer implicitly confirms that it meets the technical requirements. Customer may report reproducible defects in PQFORCE (e.g., functionality failure, data loss, or service unavailability) to INTRASOFT through the contact channels specified on the Website.
Customer may not provide PQFORCE to its end users, Customer's affiliates, or other third parties in a commercial manner. Customer is solely responsible for its use of PQFORCE when third parties access PQFORCE using its account credentials. In the case of PQFORCE Cloud, the Customer shall be liable to INTRASOFT for any damages caused by a third party accessing the Customer's account credentials.
INTRASOFT may use the Customer's name and logo for marketing purposes during the term of the User Agreement, such as on the website, in traditional media (newspapers, radio, television), in digital news posts (email campaigns and social media), or in promotional flyers and brochures. The Customer may also publicly communicate the fact that it uses PQFORCE during the term of the User Agreement. For this purpose, it is entitled to use the official PQFORCE logo from the Website.
6. Maintenance, further development and support of PQFORCE Cloud
INTRASOFT maintains PQFORCE and endeavors to further develop the Software in the form of feature releases (upgrades) at regular intervals. All further developments of PQFORCE are made available to the customer free of charge during the term of the contract or are compensated with the user fees. INTRASOFT shall also endeavor to ensure that PQFORCE is technologically up-to-date and complies with generally accepted standards at all times, and shall diagnose and correct defects and provide them in the form of hotfix releases (updates) within a reasonable period of time (maintenance services).
INTRASOFT shall not be obliged to provide new Updates and Upgrades, unless this is absolutely necessary for the correction of defects. INTRASOFT may discontinue further maintenance of PQFORCE Cloud at any time with a notification period of 6 months.
Depending on the selected PQFORCE Edition, INTRASOFT also offers the Customer customer support with defined contact channels, availability and response times as part of the User Agreement. Different service levels are defined for this purpose. The details are published on the website.
The intellectual property rights to all developments of PQFORCE always remain with INTRASOFT. A transfer of the source code from INTRASOFT to the customer does not take place in any case.
7. Data protection
INTRASOFT shall process Customer-specific data with PQFORCE at the Customer's instruction (e.g. to comply with deletion and blocking obligations) and solely to fulfill INTRASOFT's obligations under this User Agreement. The Customer warrants to INTRASOFT that it is entitled to have the personal data processed by INTRASOFT and its third parties in accordance with the applicable provisions, in particular the provisions of data protection law, and shall fully indemnify INTRASOFT against all claims of third parties in the event of a breach of this warranty obligation.
Both contracting parties undertake to comply with the provisions of data protection law applicable to them and shall take the necessary technical, administrative and organizational measures to protect personal data within the meaning of the Data Protection Act. The Contracting Parties undertake to require their employees and third parties employed in connection with the Contract to comply with the contractual confidentiality and data protection provisions.
By using PQFORCE Cloud, the Customer confirms that PQFORCE Cloud meets its requirements regarding the protection of personal data. Customer is responsible for obtaining all permissions required to use, provide, store and process data in PQFORCE and grants the same permissions to INTRASOFT.
Customer agrees that INTRASOFT may use subcontractors, such as a hosting provider, to provide PQFORCE Cloud. INTRASOFT may change the engagement of third parties, in particular the hosting provider, at any time provided that the functionality, availability and security features of PQFORCE Cloud are not affected. INTRASOFT warrants that the hosting infrastructure is located in Switzerland.
INTRASOFT may disclose Customer Specific Data only if INTRASOFT is required to do so by a final and enforceable order or court judgment. INTRASOFT will delete the Customer Specific Data upon expiration or termination of PQFORCE Cloud.
8. Duration and Termination of the User Agreement and Service Suspension
The duration of the User Agreement as well as termination modalities are visible on the Website and depend on the selected edition.
INTRASOFT may, at its sole discretion, immediately suspend, revoke or restrict Customer's use of PQFORCE Cloud (hereinafter referred to as "Service Suspension") if INTRASOFT determines that Customer is in breach of any material contractual obligation or any security or legal breach or jeopardize the provision of PQFORCE Cloud, in particular also for other customers of INTRASOFT.
During a service suspension of PQFORCE Cloud, Customer will continue to incur charges or will not be entitled to a refund of any charges already paid for the period of suspension. If the cause of the suspension can be remedied by reasonable means, INTRASOFT will notify the Customer of the actions it must take to reinstate PQFORCE Cloud. If Customer fails to take these measures within a reasonable period of time, INTRASOFT may terminate the User Agreement immediately.
A service suspension is not considered as a service interruption for the calculation of the availability of the agreed service level.
Either Party may terminate the PQFORCE License Agreement without notice for cause if the other Party breaches a material contractual obligation, in which case the terminating Party shall give the other Party written notice and a reasonable grace period to perform its contractual or statutory obligations.
9. Prices and payment terms for PQFORCE Cloud
The usage fees for PQFORCE Cloud accrue periodically in advance and are determined together with the payment terms in the respective subscription when the contract is concluded.
INTRASOFT is entitled to increase the list prices published on the website once per calendar year by a maximum of 2% if, for example, external circumstances lead to higher development or service costs for INTRASOFT. Such price adjustments will be communicated to the Customer in advance as a unilateral contract amendment.
The Customer undertakes to pay all applicable usage fees as well as all interest on arrears at the statutory rate. Payment is made automatically by means of a charge to the Customer's credit card, which was recorded when the subscription was created. All prices related to PQFORCE Cloud are exclusive of VAT at the statutory rate.
Prepaid services can only be used within the agreed period. An interruption of the agreed period with a corresponding extension of the contract period is not possible. INTRASOFT does not grant credits or refunds for prepaid usage fees or other usage fees already due or paid.
INTRASOFT warrants that PQFORCE Cloud and support and maintenance will be provided with commercially reasonable care and skill. PQFORCE Cloud's warranty to Customer shall terminate upon termination of the User Agreement. INTRASOFT's warranties do not include the correction of errors resulting from improper use, modifications or damage not caused by INTRASOFT, failure to comply with instructions provided by INTRASOFT, or any other cause specified in a PQFORCE License Agreement or Attachment.
INTRASOFT does not warrant uninterrupted or error-free operation of PQFORCE Cloud at all times, nor that INTRASOFT will be able to correct all defects within a reasonable time for Customer or be able to completely prevent interruptions or unauthorized access by third parties.
For the provision of PQFORCE Cloud, Hosting Services from contracted Hosting Providers are used under this User Agreement without maintenance (i.e. on an "as-is" basis) and without any warranties. Warranties from Hosting Providers are passed on to the Customer without any obligation on INTRASOFT's part.
INTRASOFT warrants to indemnify the Customer against any liability for infringement of Swiss intellectual property rights of third parties, if and to the extent that the infringement of such third party rights has been caused solely by the use of PQFORCE in accordance with the Contract. The Customer shall immediately notify INTRASOFT in writing of any asserted third party claims and authorize INTRASOFT to conduct the defense, including entering into a settlement. The Customer shall assist INTRASOFT to a reasonable and appropriate extent. INTRASOFT may, at its option, in defense of third party claims, procure for Customer the right to continue to use PQFORCE or replace or modify PQFORCE without degradation of the features described in the Scope of Functions. If none of these measures are possible for INTRASOFT, INTRASOFT shall be entitled to withdraw from this Agreement. Upon INTRASOFT's declaration of withdrawal from the Contract, the Customer's right to use PQFORCE shall terminate. In this case the usage fee will be refunded to the Customer.
The warranties under this clause 10 are conclusive and supersede any other claims (legal or contractual) the Customer may have, including actual or alleged claims of third parties.
11. Liability and remedies
INTRASOFT's remedies and liability for defects in the Services provided under this Agreement shall be governed exclusively by the provisions of this Section 11.
If the Services to be provided by INTRASOFT under this User Agreement are defective, INTRASOFT shall, within a reasonable period of time and upon receipt of an immediate notice of defect, at its option either remedy the defect or provide the Services again, provided that the defect is within INTRASOFT's sphere of responsibility and influence. Any defects shall be notified to INTRASOFT immediately after their discovery, otherwise they shall be deemed forfeited.
If the defective performance fails for reasons for which INTRASOFT is responsible, even within a reasonable grace period, the Customer may reduce the agreed remuneration by a reasonable amount. The right of reduction shall be limited in amount to the monthly remuneration attributable to the defective part of the performance.
The total liability of INTRASOFT, its sister and parent companies, its contractors and suppliers, irrespective of the respective legal basis, for all claims of the Customer arising from this User Agreement in case of actual direct damages shall be limited to the paid user fees (in case of recurring fees to a maximum of twelve preceding monthly fees) paid by the Customer for the service causing the damage.
INTRASOFT shall not be liable for any indirect or consequential economic loss, loss of profit, loss of business, loss of value or loss of revenue, damage to reputation or loss of savings, or any loss arising from loss of data or breach of privacy caused by the Customer.
Excluded from liability are impairments which are not within the sphere of influence of INTRASOFT. This includes in particular actions of third parties not acting on behalf of INTRASOFT, technical conditions of the internet which cannot be influenced by INTRASOFT as well as force majeure. This expressly includes damage resulting from third party effects such as virus attacks, Trojan horses, hacker attacks, etc., which occur despite the use of appropriate defense measures. Also the hardware and software and technical infrastructure used by the Customer may have an influence on the services provided by INTRASOFT or PQFORCE. As far as such circumstances have influence on the availability or functionality of the service provided by INTRASOFT, this has no effect on the contractual conformity of the services provided. Furthermore, INTRASOFT shall not be liable for any damages,
- which are wholly or partly attributable to products and services of other suppliers or delivery items not provided by INTRASOFT, or for claims based on infringements or violations of the rights of third parties caused by contents, materials, designs or specifications of the customer;
- from the consequences of unauthorized interference, unauthorized eavesdropping etc. by unauthorized third parties into the infrastructure used by INTRASOFT;
- as a result of use of the INTRASOFT services by the Customer contrary to the law or to the contract.
Apart from that, any further liability of INTRASOFT is explicitly excluded, as far as INTRASOFT is not liable due to mandatory legal regulations.
The Customer agrees to indemnify and hold INTRASOFT and its affiliates and parent companies, other customers, contractors and suppliers harmless from and against any action, damage or claim by a third party arising out of or in connection with the Customer's breach of these Terms. The Customer shall indemnify and hold INTRASOFT harmless from and against any and all claims based in any actual or threatened breach of these Terms or any applicable law or regulation.
12. Amendment of the user agreement and communication
INTRASOFT reserves the right to unilaterally amend this User Agreement by written communication to the Customer (hereinafter referred to as "Unilateral Contract Amendment"). Reasons for unilateral contract amendments are in particular, but not exclusively, efficiency improvements in INTRASOFT's processes for the provision of service quality, adjusted service levels towards customers due to customer or market needs, price adjustments (see clause 9) or also new legal framework conditions, which INTRASOFT is obliged to comply with.
A unilateral change of the contract will become effective on the communicated date (at the earliest 30 days after communication), unless the customer objects in writing before that date. If the Customer raises a written objection to a unilateral contract change in due time and with reasons, he shall be granted an extraordinary right of termination of 6 months from the date of his objection, should the notice period of the selected subscription be longer. During this period, the previous usage agreement shall remain unchanged. If this period expires without the customer giving notice, the unilateral change to the contract shall come into force immediately.
Unilateral changes to the contract shall be made by e-mail to the e-mail address provided by the customer and on the website. Retroactive changes to the usage agreement are generally excluded.
13. Applicable law and other contractual conditions
In the event that any of the terms and conditions of the User Agreement are invalid or unenforceable under applicable law, the remaining terms and conditions shall not be affected thereby and shall continue to apply in full.
To the extent that any terms and conditions by their nature survive the termination date of the User Agreement, they shall remain in full force and effect until discharged and shall survive any successors and assigns.
INTRASOFT is an independent contractor and is not acting on behalf of or as part of a joint venture or as a partner or fiduciary for Customer and does not assume any legal obligations of Customer or responsibility for Customer's business or operations. INTRASOFT shall not be responsible for the Customer's business operations, omissions, statements or proposals.
The assignment of rights under this User Agreement is not permitted to the Customer. The assignment of payment claims by INTRASOFT and the assignment of rights by INTRASOFT in connection with the sale of the INTRASOFT business to which PQFORCE belongs or a reorganization of INTRASOFT's affiliates does not require Customer's consent.
The Usage Agreement shall override any trade usage, pre- or non-contractual agreements or declarations between the Parties. No right of action or cause of action for any third party shall arise from this User Agreement or any transaction under this User Agreement. Both contracting parties agree not to file any action in connection with this User Agreement later than two years after the cause of action has arisen.
The contracting parties agree to first resolve any disagreements or complaints amicably. To the extent that any releases, acceptances, consents, access authorizations, cooperative acts or similar measures are required under this User Agreement on the part of either Party, such releases, acceptances, consents, access authorizations, cooperative acts or similar measures shall not be delayed or denied without good cause.
The terms and conditions in this User Agreement shall apply exclusively. Contractual terms and conditions of the customer shall not apply. Counter-confirmations of the customer with reference to his own terms and conditions are expressly rejected.
The substantive laws of Switzerland shall apply to this User Agreement to the exclusion of private international law and the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention). All rights and obligations shall be exclusively subject to the jurisdiction of the competent court in Zug (Switzerland).