“Affiliate” of an entity is any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, for as long as such control exists. “Control,” for urposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means all documents that jointly form the contractual arrangements for the respective services between HRForecast and Customer, as further described in section 20.2.
“App” means a SaaS offering offered as one product or product group, usually targeted at a specific problem, use case or similar or covering a specific group of tasks. An App can be offered in several Editions with different feature sets.
“Confidential Information” refers to information protected against disclosure as set out in Article 15 (Confidentiality) and is defined as set out in that article.
“Content” refers to documents, files, materials and other information provided by HRForecast to Customer or its User(s) under this Agreement, for example in conjunction with the provision of SaaS.
“Customer Data” means electronic data and information, including content, materials and personal data submitted by of for Customer to the SaaS. For clarity, this does not include Content, information, material or other data created by HRForecast.
“Documentation” means the technical and functional documentation for the SaaS which HRForecast makes available to the public or to Customer specifically, as updated from time to time.
“DPA” refers to the data processing addendum which is a part of this MSA, concretely Annex C.
“Edition” describes a variant of a SaaS App with a specific set of features, as offered by HRForecast.
“Effective Date” refers to the date on which this MSA enters into force, as set out in the preamble.
“MSA” refers to this framework agreement, as further set out in the preamble.
“IP Rights” or “Intellectual Property Rights” means registered (e.g. patents) or unregistered rights of any type or other title to or right in an invention, copyright, right of authorship, mark, design or other industrial right, and includes all rights to exploit or use it.
“Order Form” refers to a document, in general based on a proposal by HRForecast, or electronic record of purchase, under which the provision of SaaS (as further set out in sec. 2.4 ) or Professional Services is agreed upon under this MSA.
“Professional Services” are knowledge, technology or experience-based services HRForecast provides to Customer; in general all Services not being SaaS will be considered Professional Services. They can be based on a different fee arrangement, as the case may be, e.g. time and material, specified as a designated amount or differently.
“SaaS” are on-demand software solutions provided by HRForecast and applications provided in conjunction therewith (e.g. mobile applications) under an individual Order Form document, via an online purchasing portal or via a free-of-charge arrangement such as a test or free beta subscription. SaaS is usually provided via internet technologies (e.g. a web browser).
“Service” are all services provided by HRForecast to Customer hereunder, namely all SaaS and Professional Services.
“Subscription” refers to the commercial agreement to subscribe to an Edition of a SaaS App for a certain period under certain commercial conditions, as further set out in Article 2 below.
“Subscription Term” refers, for each specific Subscription, to the time for which the Subscription is active according to the respective Order Form and Article 12.
“Tenant” describes the specific instance of a SaaS offering, logically separated from other instances and their data.
“User” each individual (i) to whom access to the SaaS is granted, e.g. by providing a login, and/or (ii) for whom a profile is created in the SaaS. Where no restrictions are set out in this MSA, the Order Form and Documentation, a User can be internal or external and can include employees, contractors, agency employees, directors and others.