This version of 1ClickFactory Terms of Service ( “Terms of Service”) is effective as of 7th of June, 2021.

By ticking “I agree” or by accessing 1ClickFactory website at www.1clickfactory.com or any part thereof (”1ClickFactory Website”) and/or procuring, using and/or reselling products, and/or services or any part thereof provided or made available by 1ClickFactory through the 1ClickFactory Website (“Services”), you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of it.

If you do not have an authority to accept these Terms of Service on behalf of the legal entity you represent or do not agree to any of the terms and conditions thereof, you are not entitled to access or use 1ClickFactory Website, Services or Content.

1ClickFactory reserves the right to modify and update these Terms of Service at any time. The most current version of the Terms of Service can be reviewed by clicking on “Terms of Service” link located at the bottom of 1ClickFactory Website. It is your responsibility to check the Terms of Service regularly.

  1. Applicable terms
    1.1. Definitions
    Unless otherwise agreed in writing, the following applies to the Terms of Service:
    • parties” or “a party” mean a reference to 1ClickFactory and/or the Partner/User, collectively or each individually.
    • you” or  “yours” means a reference to a User or the Partner, collectively and each individually, and “ours”, “us” or “we” mean a reference to 1ClickFactory.
    • Expressions “included” and “including” will be deemed to be followed by “but not limited to”.
    • Capitalized terms used in the Terms of Service are defined inline.
    1.2. Scope
    The Terms of Service set out the terms and conditions subject to which you may access and use the 1ClickFactory Website, Services and/or Content. The access and use of the 1ClickFactory Website is subject to:
    1. the terms set out and referenced to herein, including 1ClickFactory Privacy Policy and 1ClickFactory Cookie Policy;
    2. any additional terms which apply to Services and/or Content.
    1.3. Applicability
    The Terms of Service apply to:
    1. An individual who is accessing and/or using 1ClickFactory Website or any parts thereof (“User”),
    2. The legal entity that the individual user represents (“Partner”).
    1.4. Services
    The Partner’s eligibility requirements, pricing, ordering, and other terms and conditions applicable to specific Services are set out in an additional service agreement for such Services between the Partner and 1ClickFactory (e.g., Self-Provisioning Agreement, CSP Agreement). To the extent there are any discrepancies between these Terms of Service and an additional service agreement, terms of the latter will prevail.  
    The Terms of Service do not apply to 1ClickFactory’s project or other software services not provided via the 1ClickFactory Website (e.g., upgrade services) and are subject to a separate agreement between the parties.
  1. Content

1ClickFactory may provide you with a variety of resources via 1ClickFactory Website, such as Services and any other content accessible on 1ClickFactory Website, including text, graphics, trademarks, logos, pictures, visual interface, agreements, automated tools, proposals, webinars, recording, case studies, e-books, guidelines, sales and marketing materials, and/or toolkits (such content collectively - “Content”).

Use of the Content is, in addition to the Terms of Service, governed by a license agreement, if any, that accompanies or is included in the Content.  If any Content is made available to you without a license agreement, then you may use the Content for internal business purposes only. Registered users of the 1ClickFactory Business Portal are authorized to use marketing and sales toolkits for internal business purposes and to modify, localize and distribute to its end-customers for the purpose of marketing 1ClickFactory and its services. However, you are responsible that modified and localized version of 1ClickFactory marketing and sales toolkits represent 1ClickFactory and its services accurately, and is not misleading.

  1. Website forms
    3.1 Request Form
    In order to access certain Services and/or Content, you will have to complete a request form by providing accurate information and follow the procedure as indicated in the form. While 1ClickFactory is using its reasonable efforts to respond to or process your request in a timely manner, 1ClickFactory does not commit to any deadlines.
    3.2 Submitted Information
    Any information or data you provide us with when using the 1ClickFactory Website, Services and/or Content is stored on servers of 1ClickFactory, its affiliates and/or third parties and it is used to process, respond, fulfil and manage your requests, prepare a service proposal, and/or for business management purposes. This may also include preventing, detecting or  repairing problems affecting the operation or security of the 1ClickFactory Website, Services and/or Content, and the improvement of features.
    3.3 Partner Warranty
    You warrant that you have rights to provide information, data, tools, code, and other materials (collectively -“Information") that you submit as part of your access and/or use of the 1ClickFactory Website. If you provide any proprietary or personal information on behalf of someone else, you must have consent or other legally valid ground to provide such information. You warrant that such Information will not infringe any applicable laws, and third party rights, including confidentiality obligations, intellectual property, data protection requirements. You shall defend, indemnify and hold 1ClickFactory and its affiliates harmless from and against any claims, costs, charges and expenses (including legal costs) arising out of or in connection with your breach or alleged breach of applicable laws or third party rights, even after the termination of this these Terms of Service.                
  1. Privacy and protection of personal information

1ClickFactory will process personally identifiable information in accordance with the 1ClickFactory Privacy Policy and 1ClickFactory Cookie Policy. Where personal data is processed by 1ClickFactory acting as data processor, such processing is governed by applicable data protection legislation and data processing agreement entered between 1ClickFactory and the Partner.

  1. Intellectual property rights
    5.1 General
    The 1ClickFactory Website, underlying technology, functionality, Services, and Content, including arrangement of such Content, are owned, controlled and/or licensed by or to 1ClickFactory and are protected by intellectual property rights.
    Except as stated otherwise by 1ClickFactory in writing, no part of 1ClickFactory Website, Services, or Content may be copied, reproduced, republished, localized, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without 1ClickFactory’s prior written consent.

No intellectual property rights are transferred under these Terms of Service, and 1ClickFactory, its licensors and/or suppliers retain, and reserve all rights, including all rights in and to the 1ClickFactory Website, Services, and Content.

    5.2 1ClickFactory Trademarks
    1ClickFactory and all other names and logos reflecting 1ClickFactory’s business are trademarks owned by 1ClickFactory. 1ClickFactory does not give permission to use such trademarks without 1ClickFactory’s prior written consent, and such use will constitute an infringement of intellectual property rights.
    You shall not use the name of 1ClickFactory or its trademarks to identify your business, for reference purposes, and shall not incorporate into any trading name, logo or trademark of yours.
    5.3 Third-Party Trademarks
    Non-1ClickFactory logos, trademarks, service marks placed on the 1ClickFactory Website are the property of their respective owners. 1ClickFactory does not grant any license to use such logos, trademarks or service marks.  
  1. 1ClickFactory business portal
    6.1 General
    While parts of the 1ClickFactory Website are available to general website users, access to certain parts of the 1ClickFactory Website, Content, as well as possibility to order certain Services or Content, are available to registered/logged-in users of the 1ClickFactory Website only (such parts of the 1ClickFactory Website - "1ClickFactory Business Portal”).
    6.2 Definitions Related to the 1ClickFactory Business Portal
    "Admin User” a Partner User who can create new users for the Partner’s representatives and assign roles.
    "Partner User” means a representative of the Partner that has a User Account to use the 1ClickFactory Business Portal, including Admin User.
    "User Account" means user credentials allowing users to authenticate themselves and be granted authorization to access the 1ClickFactory Business Portal.
    6.3 Registration Prerequisites
    Becoming a registered user of the 1ClickFactory Business Portal is subject to the following preconditions:
    • The Partner is an authorised Microsoft partner;The User is an authorized representative of the Partner;
    • Personal and Partner-related information, including representative/user contact information, as requested in the applicable registration form, is provided to 1ClickFactory; Additional eligibility requirements set by 1ClickFactory are met.
    Access to the 1ClickFactory Business Portal, and Services are provided exclusively on B2B and to-partner basis. Therefore, only Microsoft partners and their employees and/or their authorized representatives may become registered users of the 1ClickFactory Business Portal. However, if customers and end-users contact 1ClickFactory we may help them find Dynamics partner that could provide services to them.
    6.4 Registration process
    Process of registering to the 1ClickFactory Business Portal consists of:
    1. Partner registration;
    2. Role assignment.
    The first registering user of an organization/partner will be verified by 1ClickFactory and, once verified, provided a User Account and become the Partner’s Admin User, who will then be able to create subsequent User Accounts for the Partner. If 1ClickFactory receives subsequent registration requests of  representatives of the same partner, 1ClickFactory will send a notification or approval request to the Partner’s Admin User.  Assignment of roles and permission levels must accurately represent authorization rights granted by the Partner. You warrant that you are authorized to assign roles and permission levels and shall indemnify 1ClickFactory and its affiliates against any claims, damages, and/or loss incurred by 1ClickFactory and/or its affiliates as a result of your breach of the forementioned warranty.
    1ClickFactory reserves the right not to complete registration process or not to provide access to all or certain parts of the 1ClickFactory Business Portal if registration data is incorrect, incomplete or misleading or does not sufficiently reflect the person and/or the Partner registering, or in any other way may not be eligible to become a registered user of the Business Portal, at 1ClickFactory’s discretion.
    6.5 Grant of rights
    When providing access to the 1ClickFactory Business Portal, 1ClickFactory grants the Partner a non-exclusive, non-transferable, and limited right to: (i) access and use the 1ClickFactory Business Portal for internal business purposes, (ii) to place and manage orders for Services, provided that the Partner complies with these Terms of Service and any additional terms governing the Partner’s use of the 1ClickFactory Business Portal or Services.
    Unless otherwise specified by 1ClickFactory in writing, the Partner or Partner Users are not authorized to grant rights to any third parties, including end-customers, to access the 1ClickFactory Business Portal.
    The Partner is liable for all User Accounts, actions and omissions of Partner Users,  including licenses and permissions granted by the Admin User to other representatives of the Partner.
    6.6 User accounts
    The Partner manages access by Partner Users and is responsible and liable for their use of the 1ClickFactory Business Portal in accordance with these 1ClickFactory Terms of Service and any additional terms. The Partner shall maintain and ensure that all Partner Users maintain the confidentiality of any non-public authentication credentials associated with the use of the 1ClickFactory Business as well as any and all activities that occur under their respective accounts.
    The Partner shall promptly notify 1ClickFactory about any possible misuse of User Accounts or any security incident related to the 1ClickFactory Business Portal. 1ClickFactory will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by 1ClickFactory or another party due to someone else using your account or password. You may not use anyone else's account without the permission of the account holder.
    The Partner shall defend, indemnify and hold 1ClickFactory and its affiliates harmless from and against any claim, costs, charges and expenses (including legal costs) arising out of or in connection with the Partner’s or Partner User’s breach of the Terms of Service, even after the termination thereof. 
    6.7 Partner support
    n case of any technical issues related to the 1ClickFactory Business Portal, for example, non-access or errors on the 1ClickFactory Business Portal, the Partner may contact 1ClickFactory Partner Support at service@1clickfactory.com. 1ClickFactory will use its reasonable efforts to correct technical errors related to the 1ClickFactory Business Portal.
  1. Proposal for services
    7.1 Proposal
    Before ordering certain Services you may have to request assessment and proposal from 1ClickFactory (“Proposal”) by submitting a request and providing the required Information.
    Once a Proposal is prepared, the Partner is granted a non-exclusive, non-transferable and worldwide right to use the Proposal for internal business purposes. The Partner is not authorized to distribute the Proposal or any parts thereof to any third parties, excluding its affiliates and end-customers.
    Please note, that a price established in a Proposal is tentative and based on the information the Partner has provided 1ClickFactory with before or at the time of proposal preparation. 1ClickFactory reserves the right to change the price  depending changes in usage, scope, timeline. Proposal is valid only for the duration specified in the Proposal.
    7.2 Data collection tool
    In case 1ClickFactory requests you to use any data collection tool for collection of information necessary for assessment and preparation of a Proposal, it is your responsibility to inform the Partner’s end-customer about such tool before implementing it in the customer’s environment. Official consent from the customer may be required depending on applicable laws.
    Such consent could be:
    “Customer (name) agrees and gives its consent to the Partner (name) and its partner1ClickFactory to access the information collected by 1ClickFactory data collection tool from customer application such as kernel version, application version, localization version, company IDs and the number of companies existing in the solution and virtual companies including their structure (companies and table collections in a virtual company) or any other data necessary for the purpose of identifying the scope of the service.”
    The above text is provided as an example only and should not be relied on without the Partner’s consideration and complying with applicable laws. For the avoidance of doubt, 1ClickFactory disclaims any liability or responsibility associated herewith.
  1. Confidentiality
    Services, and Content provided via the 1ClickFactory Business Portal are confidential information of 1ClickFactory, its affiliates or third parties.  The non-public information of the Partner or its end-customer (i.e. personal data or technical data) provided via the 1ClickFactory Business Portal is confidential information of the Partner. Each party shall protect the confidential information of the other party in a commercially reasonable and appropriate manner consistent with applicable professional standards, use confidential information only for the purposes stated in or consistent with these Terms of Service and shall not share it with third parties. In addition, the parties shall ensure that their respective employees and/or representatives keep retained information confidential on the same terms as set forth in this Agreement. 1ClickFactory may disclose confidential information of the Partner to 1ClickFactory affiliates,  subcontractors and/or Microsoft on a need-to-know basis. Upon written  request of a party, the other party shall destroy all of the retained confidential information (including any copies or reproduction thereof), except it will be allowed to retain a copy of the confidential information to the extent necessary for legal, security, or archival purposes or retain copies which have been created pursuant automatic back-up procedures on secure servers which cannot reasonably be deleted.
    Parties shall comply with any supplemental confidentiality undertakings set out in the additional service agreements.
  1. Free 1ClickFactory tools
    Some tools created and developed by 1ClickFactory are provided for your use at no charge (“Free 1ClickFactory Tools”).
    While Free 1ClickFactory Tools are provided in good faith, Free 1ClickFactory Tools are being delivered “AS IS” and 1ClickFactory makes no warranties or representations as to any matter including non-infringement of third party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose. You acknowledge that you will use Free 1ClickFactory Tools at your own risk. 1ClickFactory does not warrant the performance or results you may obtain by using Free 1ClickFactory Tools. Except for any warranty, condition, representation or term to the extent to which cannot or may not be
    If Free 1ClickFactory Tools are provided with additional terms of use, such terms will prevail over the abovementioned terms.
    You have the sole responsibility and liability for the selection and use of Free 1ClickFactory Tools, as well as for the results and outcome of the use of Free 1ClickFactory Tools. You agree that you will use Free 1ClickFactory Tools at your own risk and will not rely or treat any Free 1ClickFactory Tools as an expressed warranty.
  1. Invoicing and payment
    10.1 Invoicing and Payment
    All prices for the Services are excluding VAT, local and any other taxes. Partner shall pay invoices on the due date specified on the invoice. If payments are not made within the due date specified, it will be considered material breach of the agreement by the Partner.
    1ClickFactory or its affiliates (entities controlling, controlled by or under common control by The IT Channel Company B.V.) may exercise 1ClickFactory’s invoicing rights and receive payments due for Services in accordance with internal invoicing procedures. The Partner’s payment for Services to a 1ClickFactory affiliate will be considered a payment to 1ClickFactory.
    10.2 Currencies
    Services are offered in currencies specified on the 1ClickFactory Business Portal. If you wish to make a credit card payment in your local currency, exchange rate from 1ClickFactory supported currencies to your local currency will be set as governed by your bank service provider, and you accept the risk of price difference to currency differences.
    10.3 Payment Method
    You can pay for the selected Services by using one of the following payment methods:
    Credit card: When using credit card payment option, you will gain access to ordered Services and/or Content or fill their click-credit account, whichever you have chosen,  instantly.
    “Clicks”: Some Services may be purchased by using 1ClickFactory monetary units “Clicks”. Clicks may be bought either by credit card or bank transfer. If you pay for Clicks by bank transfer, Clicks shall be accrued into your account once the payment for Clicks is credited into the bank account of 1ClickFactory. Validity of the Clicks will be 3 (three) years after the purchase date.  After expiration, unused Clicks will be deleted from the Partner’s clicks-account automatically without any notice or refund.
    Bank Transfer: For Services that you wish to pay for by bank transfer, you will have to pay upfront or in arrears, as specified by 1ClickFactory. If you have a credit limit (see section below) with 1ClickFactory, you don’t have to pay upfront as long as you do not exceed your credit limit. Additional fee for payment by bank transfer may apply depending on your bank. If the Partner is delayed with paying for Services, the Partner may only be allowed to pay for future Services only on upfront basis. 
    Regardless which payment method is used, when ordering paid Services, you will always have to go through a check-out process: adding chosen Services or Clicks to the cart and confirming the order and the price. Payments will not be processed before your order has been confirmed.
    10.4 Credit Limit
    Credit limit is a maximum amount of a credit that the Partner is allowed to retain outstanding on its account with 1ClickFactory in total, and which is set by 1ClickFactory in accordance with the Partner’s payment history, purchase history, and other 1ClickFactory credit policy terms (“Credit Limit”). You will be provided with information about the Partner’s remaining Credit Limit on your account on the 1ClickFactory Business Portal.
    If the outstanding sums and/or the amount of order payable by you is within 1ClickFactory’s approved Credit Limit, then you can pay by bank transfer with a standard payment term of 14 (fourteen) days after the issue of invoice, unless other payment terms are established in agreements for certain Services.
    If the outstanding sums, including those not yet due, and/or the amount of order payable by you reaches the Credit Limit all subsequent purchases on behalf of the Partner may be offered on a “pre-paid” basis only, i.e. the price of the Services shall be payable either by Clicks (if available) or by credit card. 
    10.5 Refunds
    If you believe that 1ClickFactory has charged you in error, you must contact 1ClickFactory in writing within 30 (thirty) days of such charge and provide documentation supporting your claim.
    10.6 Non-payment
    If the Partner fails to pay for the Services within the payment term, 1ClickFactory may suspend Services or access to the 1ClickFactory Business Portal for such Partner. If the Partner does not correct such breach within 14 (fourteen) days from written notification of 1ClickFactory, 1ClickFactory may terminate agreements with such Partner entirely. The termination does not deprive the Partner form obligation to pay any outstanding amounts.
    In addition, if the Partner fails to pay for the Services in time, upon 1ClickFactory’s request, it shall pay to 1ClickFactory the default interest amounting 0.2 % (two tenths percent) for every delayed day from the value of delayed amount.
    10.7 Collection
    1ClickFactory shall be entitled to commence collection proceedings for the payment of any amount due and undisputed in any court or authority with jurisdiction over the Partner or any of Partner’s assets. In the event of collection proceedings for the payment of any amount due, the Partner shall reimburse all legal fees and costs resulting therefrom.
  1. Security, availability and acceptable use
    11.1 Security
    We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. Any technical proprietary data the Partner or Partner Users provide 1ClickFactory with when using the 1ClickFactory Business Portal or Services is stored on 1ClickFactory or its third party servers. 1ClickFactory uses secure encrypted channel via the internet for transition of files.
    However, we cannot guarantee that the 1ClickFactory Website will be virus free and you accept that it is your responsibility to make adequate safeguards for protection against such threats.
    11.2 Uptime
    1ClickFactory does not make any commitments related to uptime of the 1ClickFactory Website. Temporary non-access may occur on a case-by-case basis, including cases where 1ClickFactory is implementing improvements and updates that require temporary disablement of access to 1ClickFactory Website or when systems are down and restoration is needed.
    11.3 Acceptable use
    The Partner, and Partner Users shall not:
    • reverse engineer, decompile, disassemble, or work around technical limitations in the 1ClickFactory Website except to the extent that applicable law permits it despite these limitations;
    • disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters the Partner’s use of the 1ClickFactory or parts thereof;
    • access 1ClickFactory servers and reverse-engineer, disassemble or decompile 1ClickFactory tools constituting the Services or in any other way attempt to investigate and discover the source code or the structural framework of 1ClickFactory tools or code constituting the Services.
    • sell, assign, distribute, license, rent, lease, lend out or in any other way transfer access to the Services or any rights granted hereto to any third party without the prior written express consent of 1ClickFactory.
    In addition, the Partner, and Partner Users shall not use the 1ClickFactory Website, Services and/or Content:
    • in a way prohibited by law, regulation, governmental order or decree;
    • to violate the rights of others, including violation of personal data legislation, intellectual property rights or confidential information;
    • to try to gain unauthorized access to or disrupt any service, device, data, account or network;
    • to spam or distribute malware;
    • in a way that could harm the 1ClickFactory Website or impair anyone else’s use of it; or
    • in any application or situation where failure of the 1ClickFactory Website could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.
    In the event of violation of the terms in this section 1ClickFactory may suspend all Partner Users access rights and exercise other remedies available to 1ClickFactory under an agreement or at law.
  1. Warranty
    12.1  General Disclaimer
    While 1ClickFactory Website, Services, and/or Content are provided in good faith, 1ClickFactory Websites are provided “AS IS” and 1ClickFactory makes no warranty as that the 1ClickFactory Website, Services, and/or Content will be kept up to date, accurate and not misleading, or that the 1ClickFactory Website, Services, and/or Content shall be performed error-free, virus-free or uninterrupted, or that they will be accessible at all times. In addition, 1ClickFactory does not warrant the performance or results you may obtain by using the 1ClickFactory Website, Services, and/or Content.
    12.2  Content
    The selection, accessing, downloading, using and/or making use of any Services or Content are solely at the Partner’s discretion.  No information, whether oral or written, obtained by the Partner or Partner Users from 1ClickFactory shall be considered an advice or create any, implied or express, warranty or representation for the use of 1ClickFactory Website or Content. The Partner acknowledges that certain content or offerings made available via 1ClickFactory Website are non-1ClickFactory content, products or services. 1ClickFactory will not be liable for any damages that the Partner or end-customer may suffer in connection with installing, using, modifying or distributing non-1ClickFactory products or services.
    You have the sole responsibility and liability for the selection and use of the 1ClickFactory Website, Services and/or Content and the results and outcome of the use of the 1ClickFactory Website, Services and/or Content. You agree that you will use the 1ClickFactory Website, Services and/or Content at your own risk and will not rely on or treat any of it as an expressed warranty.
    12.3  Transfer of Data and Internet
    You understand and hereby acknowledge that 1ClickFactory does not control the transfer of the data over communication facilities, including the internet, and that the access or use of the 1ClickFactory Website, Services and/or Content may be subject to limitations, delays, and other problems inherent in the use of such communication facilities. 1ClickFactory will not be responsible for any delays, delivery failures, or other damage resulting from such problems.
    12.4  External Links
    Through 1ClickFactory Website you may be able to link to/access external websites. Links to other websites are provided for the convenience of users only and 1ClickFactory is not liable or responsible for their content.  We are unable to provide any warranty regarding the accuracy or completeness or legitimacy of the content of such sites, or the reliability or effectiveness of any information provided through external websites.  
    12.5  No Other Warranties
    Other than warranties expressly stated in these Terms of Service, 1ClickFactory makes no warranties, whether express, implied, statutory, or otherwise, as to any matter related to the 1ClickFactory Website, Services and/or Content including warranties of merchantability, non-infringement of third-party rights, or fitness for a particular purpose. These disclaimers will apply except to the extent applicable laws does not permit them.
  1. General terms
    13.1 Reservation of Rights
    1ClickFactory reserves all rights not expressly granted under these Terms of Service, and no additional rights are granted under the Terms of Service by implication or otherwise.
    13.2 Revisions and Termination
    1ClickFactory may revise, change or modify, or discontinue the 1ClickFactory Website, Services and/or Content at any time. When major changes are made to the 1ClickFactory Business Portal affecting the Partner’s possibility to order or manage orders or their data, 1ClickFactory will notify the Partner in writing in advance.  In addition, 1ClickFactory will provide the Partner with at least 30 (thirty) days’ prior notice before removing features or functionality from the 1ClickFactory Business Portal or Services adversely affecting the Partner’s use of the Services unless legal, security, contractual, or system performance considerations require an expedited removal or change of functionality.
    Terms and conditions related to termination of ongoing or ordered but not yet delivered Services is governed in an additional service agreement.
    You may discontinue using 1ClickFactory Website at any time. In case you are a registered user of the 1ClickFactory Business Portal, you may terminate your access by closing your User Account provided you don’t have any outstanding payments to 1ClickFactory and comply with other terms and conditions related to specific Services.
    13.3 Notices
    Unless otherwise agreed, any notices to be provided by 1ClickFactory to the Partner or Users will be sent via email, however, if certain notices are general changes affecting all or majority of 1ClickFactory partners, such notices may be delivered as a general notice (e.g., on the 1ClickFactory Website, newsletter, banner on the 1ClickFactory Business Portal). It is the Partner’s responsibility that  e-mail systems work at partner side and can receive emails.
    13.3 Feedback
    You may provide feedback to 1ClickFactory with opinion about and evaluation of the 1ClickFactory Website, Services and/or Content. Hereby you agree that right, title and interest to any reports, feedback or suggestions relating to the 1ClickFactory Website, Services and/or Content or any inventions relating to an improvement, modification or enhancement of the Services during, or made as a result of, performance of agreements for such Services, shall be the exclusive property of 1ClickFactory and that 1ClickFactory may disclose and use such information for any purposes whatsoever, entirely without obligation of any kind to the Partner Users or the Partner.
    Any bugs, problems or suggested improvements can be reported using an e-mail: service@1clickfactory.com
    13.4 General Know-How
    1ClickFactory is entitled to use general know-how gained during the assessment of your requests and/or use of the 1ClickFactory Website, Services and/or Content for improving 1ClickFactory offerings and use your data in an aggregated form for statistical purposes. 
    13.5 Non-Employment with Customer
    The Partner warrants that it is not acting and shall not act under any employment agreement with the end-customers that it provides 1ClickFactory Services to. In case of the breach of this provision, the Partner shall reimburse 1ClickFactory all direct and indirect losses, including reputational damages, arising out of or in connection with such breach.
    13.6  Subcontractors
    1ClickFactory may engage subcontractors to provide the 1ClickFactory Website, Services and/or Content at its own discretion. 1ClickFactory will be responsible for its subcontractors’ actions to the same extent as 1ClickFactory itself is liable under the 1ClickFactory Terms of Service. 
    13.7  Force Majeure
    1ClickFactory shall not be liable for events that constitute force majeure, including war, riots, insurrection, pandemic, general strike, fire, natural disasters, exchange controls, embargoes, failure of telecommunications, power failure, and delivery problems from suppliers, long-term sickness of key employees, serious computer virus and force majeure affecting 1ClickFactory affiliates, suppliers, and/or sub-contractors.
    13.8  Liability
    1ClickFactory uses reasonable efforts to maintain the accuracy, quality and safety of the 1ClickFactory Website, Services, and Content. However, 1ClickFactory is not liable for delay, non-performance, and/or damages arising from or in connection with any cause attributable to the Partner or outside 1ClickFactory’s reasonable control (e.g. defects in third party products or services).
    1ClickFactory, and its affiliates liability shall be limited to direct losses of the Partner and/or User. Indirect losses, including, without limitation, consequential losses, loss of profit, loss of data, or expenses for third party corrective actions and punitive damages shall not be subject to any compensation.
    1ClickFactory, and its affiliates entire liability arising out of or in connection with these Terms of Service and/or the 1ClickFactory Website shall not exceed the total fees paid by the Partner or User (whoever the claimant) under these Terms of Service in the 12 (twelve) months preceding the claim, however, never higher.
    13.9  Governing Law and Dispute Resolution
    The Terms of Service and any non-contractual obligations arising out of or in connection with the 1ClickFactory Website, Services and/or Content will be governed, construed and enforced in accordance with the Danish law to the exclusion of any other law and without regard to any conflict of law principles.
    The parties shall endeavour to solve all disputes or disagreements through negotiations between the managing directors of the parties. If the dispute or disagreement cannot be resolved through negotiations, the dispute or disagreement shall be finally settled by the Danish Institute of Arbitration in accordance with the Rules of Simplified Arbitration Procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall consist of 1 (one) arbitrator. The seat of arbitration shall be in Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.
    13.10  Validity
    Whenever possible, each provision of these Terms of Service shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision shall be prohibited or considered invalid, such provision shall be ineffective only to the extent of such prohibi­tion or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of these Terms of Service that shall continue in full force and effect.
    13.11  Independent Parties
    Any use of the term “partnership” or “partner” is for reference purposes only. The Parties are independent contractors, and these Terms of Service do not create any agency, partnership, joint venture, employment, or other form of association which could impose the liability of one party upon the other. Neither party nor any of its representatives may make any representation, warranty, or promise on behalf of the other party.
    13.12 Survival
    All rights and obligations of the parties shall automatically cease upon termination except for such rights or obligations that have accrued prior to such termination. In addition, any provision of the 1ClickFactory Terms of Service which by its nature or at law, would survive termination of these Terms of Service, including warranties, limitation of liability, confidentiality, shall survive termination of these Terms of Service and shall continue in effect until all obligations have been performed and all claims, demands, suits, actions or liabilities of any nature relating thereto have been settled.
    13.13 Waiver
    Failure or delay by either party to enforce any provision of these Terms of Service, or any rights or remedies arising hereunder will not constitute a waiver.  Any waiver must be in writing and executed by the authorized representative of the waiving party.
    13.14 Ownership
    1ClickFactory Website is owned by 1ClickFactory, UAB, registered address at Sporto st. 7A, Vilnius, Lithuania, enterprise code: 302299771.
  1. Contact details

You may contact 1ClickFactory regarding any matter at service@1clickfactory.com. We will do our best to respond as soon as reasonably possible.