Terms of Service

• "Handovr," "we," "us"means [LEGAL ENTITY NAME], a company registered at [REGISTERED ADDRESS] ("Handovr Entity").
• "Customer," "you," "your organization" means the consultancy or other organization that has entered into an Order Form or subscription with us, and on whose behalf Authorized Users access the Service.
• "Authorized User"means an individual your organization's administrator has provisioned an account for.
• "Customer Data" means the project, task, client, and document data your organization or its Authorized Users submit to the Service.
• "Customer's Clients"means the third parties your organization serves, references, or stores information about within the Service (e.g. your organization's own clients or engagements).
• "Order Form" means the separate ordering or subscription document, if any, that sets out fees, term, and any terms specific to your organization.

These Terms of Service ("Terms") govern access to and use of Handovr (the "Service"). By signing in to or otherwise using the Service, you agree to be bound by these Terms on behalf of yourself and, where applicable, your organization. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Handovr is a project-implementation tracker: a workspace for planning stages, assigning tasks, storing documents, and coordinating client handoffs. The Service is provided on the subscription/access basis agreed with your organization and is not made available for public self-signup — every account is provisioned by your organization's administrator.

You are responsible for maintaining the confidentiality of your credentials, for enabling two-factor authentication where required by your organization's policy, and for all activity under your account. Notify your administrator promptly of any suspected unauthorized use. Your organization's administrator is responsible for who it provisions, deactivates, and grants administrative rights to within its own account.

You agree not to use the Service to:

• Access or attempt to access another organization's data, or circumvent access controls;
• Upload unlawful, infringing, or malicious content;
• Interfere with the Service's operation, including through automated scraping or load testing without prior written consent;
• Reverse engineer the Service except where applicable law expressly permits it;
• Submit personal data to the Service that your organization does not have a lawful basis to process.

As between you and Handovr, your organization retains all rights to Customer Data. We process Customer Data solely on your organization's documented instructions, to provide, maintain, and support the Service. Where we process personal data within Customer Data, we act as a processor and your organization is the controller, governed by the data processing agreement ("DPA") incorporated by reference into these Terms, not by our Privacy Policy, which describes only the processing for which Handovr itself is controller. Your organization is solely responsible for ensuring it has a lawful basis to submit any personal data — including data about its own clients — to the Service.

Handovr provides a tool for your organization to manage its own engagements. We are not a party to, and have no visibility into, any agreement between your organization and Customer's Clients beyond what your organization chooses to store in the Service. Your organization is solely and exclusively responsible for its relationships, communications, deliverables, and any dispute with Customer's Clients. These Terms do not create, and are not intended to create, any right, benefit, or claim for any Customer's Client or any other third party (no third-party beneficiaries). Handovr has no liability of any kind to any Customer's Client or other third party arising from your organization's use of the Service.

The Service offers optional integrations your organization may choose to connect, currently Microsoft Outlook, Slack, and Microsoft Teams, with additional integrations planned. Connecting an integration is your organization's choice, governed additionally by that provider's own terms. We are not responsible for the availability, content, or security practices of any third-party service, and disconnecting an integration is available to your organization's administrator at any time.

Fees, billing cycles, and any usage limits are as set out in your organization's Order Form, which takes precedence over this section in the event of a conflict. Fees are non-refundable except as expressly stated in the Order Form or required by applicable law.

These Terms apply for as long as your organization has an active subscription. We may suspend or terminate access immediately, without liability, if your organization materially breaches these Terms (including Section 5), fails to pay undisputed fees when due, or if required by law. Either party may otherwise terminate as set out in the Order Form. On termination, Customer Data is retained or deleted in line with the DPA and our Privacy Policy.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY SET OUT IN A SIGNED ORDER FORM. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY THIRD-PARTY INTEGRATION WILL REMAIN AVAILABLE. This disclaimer applies to the maximum extent permitted by applicable law; it does not exclude any warranty that cannot lawfully be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE IS LIMITED TO THE FEES PAID OR PAYABLE BY YOUR ORGANIZATION TO HANDOVR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, gross negligence or wilful misconduct, or any other liability that cannot lawfully be excluded or limited, including a controller's or processor's own direct statutory liability to a data subject under applicable data protection law. The limitations in this Section 12 allocate risk between the parties and are a fundamental basis of the bargain reflected in the fees charged for the Service.

Your organization will defend, indemnify, and hold harmless Handovr from and against any third-party claim, action, or demand — including any brought by a Customer's Client — arising out of or relating to: (a) Customer Data, including any lack of a lawful basis to submit it; (b) your organization's or an Authorized User's use of the Service in breach of these Terms or applicable law; or (c) any dispute between your organization and a Customer's Client, including any liability, cost, or expense (including reasonable legal fees) arising from such a claim.

Each party will protect the other's confidential information with at least the same degree of care it uses for its own confidential information of similar nature, and will use it only to perform its obligations under these Terms.

These Terms are governed by the laws of [GOVERNING JURISDICTION], without regard to conflict-of-laws principles, and the courts of [VENUE] have exclusive jurisdiction over any dispute not resolved informally, except where applicable law grants you a right to bring proceedings elsewhere that cannot be contractually waived.

We may update these Terms from time to time. Material changes will be communicated to your organization's administrator with reasonable notice before taking effect; continued use of the Service after that date constitutes acceptance.

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable. These Terms, together with any Order Form and the DPA, constitute the entire agreement between the parties regarding the Service and supersede any prior agreements on the subject. Neither party may assign these Terms without the other's consent, except to a successor of substantially all of its business. Failure to enforce any provision is not a waiver of it.

Questions about these Terms can be sent to legal@usehandovr.com.