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docs/docs/legal/annex-support-services.mdx
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Last updated on November 15, 2023
This annex of the [Framework Agreement](terms-of-service) describes the commercial support services (**Support Services**, **Enterprise License**, or **Enterprise Agreement**) for units of ZITADEL software products (**Unit**), if not otherwise defined a Unit refers to a is a single, dedicated setup of an application or service covered under an Enterprise agreement.
This annex of the [Agreement](terms-of-service) describes the commercial support services (**Support Services**, **Enterprise License**, or **Enterprise Agreement**) for units of Zitadel software products (**Unit**), if not otherwise defined a Unit refers to a is a single, dedicated setup of an application or service covered under an Enterprise agreement.
The customer relationship (**Framework Agreement** or **The Agreement**) is created by the **Customer** (**"you"**) by accepting a **Purchase Order** (**"PO"**) for the specified Support Services (**Booking**). Jointly you and ZITADEL will be referred to as **the Parties**. The terms of service (**"TOS"**) outlined in this document establish the most important points of this Framework Agreement – independently of the use of any other services.
The customer relationship (**Agreement**) is created by the **Customer** (**"you"**) by accepting a **Purchase Order** (**"PO"**) for the specified Support Services (**Booking**).
Jointly you and Zitadel will be referred to as **the Parties**.
### Term
Coverage under this Agreement will start with Booking of Support Services, for a minimum period of 12 months.
Support Services agreements will automatically renew for additional one-year term upon submission of a purchase order for renewal, unless either you or ZITADEL provides written notice (E-Mail sufficient) of termination of any such term.
Each renewal will be at ZITADEL's then-current rate.
In the event that you accesses ZITADEL Support services in any way after the Agreement has expired or been terminated, you will continue to be bound by this Agreement, which will continue to apply to the services after such expiration or termination.
Support Services agreements will automatically renew for additional one-year term upon submission of a purchase order for renewal, unless either you or Zitadel provides written notice (E-Mail sufficient) of termination of any such term.
Each renewal will be at Zitadel's then-current rate.
In the event that you accesses Zitadel Support services in any way after the Agreement has expired or been terminated, you will continue to be bound by this Agreement, which will continue to apply to the services after such expiration or termination.
### Service review
If not otherwise agreed, ZITADEL offers a yearly review meeting with you to discuss the service quality and any feedback you might have. We are not required to participate in the meeting after the term has expired.
If not otherwise agreed, Zitadel offers a yearly review meeting with you to discuss the service quality and any feedback you might have.
We are not required to participate in the meeting after the term has expired.
## Your obligations
### Maintenance of units
You will ensure that units eligible for Support Service are maintained and upgraded frequently.
If you operate units with a release date older than 180 days since our latest stable release, the term is continued but ZITADEL is not required to handle any support request for that unit until the units are upgraded and re-certified.
If you operate units with a release date older than 180 days since our latest stable release, the term is continued but Zitadel is not required to handle any support request for that unit until the units are upgraded and re-certified.
### Support Process
You will ensure to follow the support process, especially provide all required initial information to the issue, as outlined in the [Annex](./service-description/support-services) to this document.
You will ensure to follow the support process, especially provide all required initial information to the issue, as outlined in the [Support Service Annex](./service-description/support-services) to this document.
### Training of support staff
You will ensure regular training of your support staff. Your support staff must be able to provide the required information for support issues to us, and thus requires access and up-to-date knowledge of the services.
You will ensure regular training of your support staff.
Your support staff must be able to provide the required information for support issues to us, and thus requires access and up-to-date knowledge of the services.
Initial know-how transfer for the services will be organized in training sessions conducted by us. We can provide knowledge sessions throughout the term to train newly onboarded staff, update your support staff about important updates, or refresh knowledge in specified areas. In case we notice insufficient quality of support requests from Customers, we will propose appropriate training sessions.
Initial know-how transfer for the services will be organized in training sessions conducted by us.
We can provide knowledge sessions throughout the term to train newly onboarded staff, update your support staff about important updates, or refresh knowledge in specified areas. In case we notice insufficient quality of support requests from Customers, we will propose appropriate training sessions.
## Financial
### Lapsed Service Fee
In case the term of the Support Service contract has expired within 1 to 180 days, you will be required to pay a Lapsed Service fee in addition to purchasing and activating a one-year renewal contract term at the then-current fee and conditions. The renewal term's start date will also be backdated to begin coverage from the service's original expiration date.
Please contact us for current fees.
In case the term of the Support Service contract has expired within 1 to 180 days, you will be required to pay a Lapsed Service fee of USD 5'000 in addition to purchasing and activating a one-year renewal contract term at the then-current fee and conditions.
The renewal term's start date will also be backdated to begin coverage from the service's original expiration date.
### Recertification Fee
@ -54,15 +57,20 @@ Recertification of a unit, to be covered under Support Services, is required for
* units that run a release that is older than 180 days from the products most recent stable release
* requests for support on products and services purchased or supported from non-authorized resellers
Recertification of a unit requires payment of a Recertification Fee which results in a checkup of the unit by ZITADEL. The unit will be inspected to asses its condition and eligibility for service coverage.
Recertification of a unit requires payment of a Recertification Fee of USD 2'500 which results in an audit of the unit by Zitadel.
The unit will be inspected to asses its condition and eligibility for service coverage.
Please contact us for current fees.
### Renewal
### Disaster recovery
This Agreement will automatically renew for additional one-year term upon submission of a purchase order for renewal, unless either you or Zitadel provides written notice (e-mail sufficient) of termination of any such term.
If not otherwise agreed between the Parties, each auto-renewal will include a 15 % increase in the value of the contract.
## Disaster recovery
You are solely responsible to ensure appropriate backup and disaster recovery of Units managed by you.
Any liability for damages, indirect or direct, in case of data loss is explicitly rejected.
### Amendments
## Amendments
We are entitled to unilaterally amend these TOS at any time. The current version is accessible via our website. We will inform you of any amendments via email. These amendments shall be considered as accepted upon booking additional services or at the latest after 30 days. In the case of a rejection on your part we reserve the right to terminate the Framework Agreement.

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docs/docs/legal/terms-of-service.md
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@ -3,28 +3,28 @@ title: Terms of Service Agreement
custom_edit_url: null
---
Last updated on November 15, 2023
Last updated on December 31, 2024
## General
### Introduction
CAOS Ltd. (**"We"**, **ZITADEL**, **CAOS AG**, or simply **CAOS**), with head office in Lerchenfeldstrasse 3, 9014 St. Gallen, Switzerland, offers "Identity and Access Management as service" with the brand name "ZITADEL Cloud Services" and all of our Websites (**Services** or **ZITADEL Cloud**).
Zitadel, Inc. (**"We/Us"**, **Zitadel**), with head office in Four Embarcadero Center, Suite 1400
San Francisco, CA 94111-4164, United States of America, and it's **Affiliates** offer "Identity and Access Management as service" with the brand name "Zitadel Cloud Services" (**Services** or **Zitadel Cloud**) and all of our websites.
The customer relationship (**Framework Agreement** or **The Agreement**) is created by the **Customer** (**"you"**) by creating a user or organization within the ZITADEL Cloud Service or with signature of a purchase order between you and ZITADEL (jointly referred to as **Parties**).
On the basis of this Framework Agreement you may then choose to make use of payable services (**Subscription**) as you wish, i.e. you may book services, options and packages yourself at any time (**Booking**, **Purchase Order**, **PO**) and subsequently terminate them.
The customer relationship (**Framework Agreement** or **Agreement**) is created by the **Customer** (**"you"**) when a user or organization within the ZITADEL Cloud Service is created, with signature of a purchase order between you and Zitadel (jointly referred to as **Parties**), or any other legal act that results in an Agreement.
On the basis of this Agreement you may then choose to make use of payable services (**Subscription**) as you wish, i.e. you may book services, options and packages at any time (**Booking**, **Purchase Order**, **PO**) and subsequently terminate them.
The terms of service (**"TOS"**) outlined in this document establish the most important points of this Framework Agreement – independently of the use of any services.
The terms of service (**"TOS"**) outlined in this document establish the most important points of this Agreement – independently of the use of any services.
This Agreement has the following appendices. When you enter the Agreement with us, you accept these agreements.
* [**Data Processing Agreement**](data-processing-agreement) - How we process personal data on behalf of you
* [**Service Descriptions**](./service-description/) - How we provide services to yo
* [**Policies**](./policies/) - Policies that apply for use of our services
* [**Enterprise Agreement**](./annex-support-services/) - Annex for Enterprise Agreement and Support Services
The outlined policies complement these terms of service.
When accepting the TOS, you accept these policies.
Our [policies](./policies/) complement these terms of service.
When accepting the TOS, you acknowledge these policies.
### Alterations
@ -32,7 +32,7 @@ Any provisions which deviate from these TOS must be agreed in writing between th
### Transfer
You may only transfer the Framework Agreement or Services used in the context of the Framework Agreement to third parties with our prior written consent.
You may only transfer the Agreement or Services used in the context of the Agreement to third parties with our prior written consent.
## Our Services
@ -45,9 +45,9 @@ We provide the Services under the conditions stated on our websites, or the late
We are entitled to offer new services, to withdraw existing services (**Termination**) or to modify the specifications and prices of existing services (**Modification**) at any time.
If the modification or termination affects a service that you are using at that time, we will inform you via email that said service will be automatically modified and/or is no longer available after a period of 30 days.
If such modification would have a disadvantageous impact on the Customer use of service, ZITADEL and Customer must discuss the change with the Customer first and, to the best of its ability, find a solution that is acceptable to both Parties.
If such a solution cannot be found, ZITADEL may implement the modification and Customer may submit notice of termination of the relevant Service (email is sufficient) before the modification becomes effective without being obliged to pay contractual penalties or termination fees.
ZITADEL may modify the prices for a service after the minimum term of the agreement.
If such modification would have a disadvantageous impact on the Customer use of service, Zitadel and Customer must discuss the change with the Customer first and, to the best of its ability, find a solution that is acceptable to both Parties.
If such a solution cannot be found, Zitadel may implement the modification and Customer may submit notice of termination of the relevant Service (email is sufficient) before the modification becomes effective without being obliged to pay contractual penalties or termination fees.
Zitadel may modify the prices for a service after the minimum term of the agreement.
### Modification of services booked by you
@ -65,11 +65,11 @@ The [Annex of the data processing agreement](data-processing-agreement#annex-reg
### Support
We offer Support Services directly related to the use of our Services.
The Description of Support Services is available as [Annex](./service-description/support-services) to this document.
The [Description of Support Services](./service-description/support-services) is available as Annex to this document.
Customers without a subscription can contact us via the official [communication channels](https://zitadel.com/contact).
The parties may enter a service level agreement, as specified in our [Support Service Description](./service-description/support-services), for booked Support Services.
Only named persons in the Purchase Order, or as agreed in writing (email is sufficient) may use the Support Services to interact with ZITADEL.
Only named persons in the Purchase Order, or as agreed in writing (email is sufficient) may use the Support Services to interact with Zitadel.
### Service level
@ -77,10 +77,10 @@ Customers with a Subscription may be eligible for a SLA as outlined in our [Serv
### Service credit
Failure to provide the agreed service level objectives during the term of the Agreement results in compensation via service credits, as outlined in the [Annex](./service-description/support-services) per service level objective.
Failure to provide the agreed service level objectives during the term of the Agreement results in compensation via service credits, as outlined in the [Support Service Annex](./service-description/support-services) per service level objective.
Customer must request service credit and must notify ZITADEL in writing (email sufficient) within 30 days of becoming eligible for service credit and must prove failure of ZITADEL to meet the stated objective.
ZITADEL will confirm or reject the claim with reasons for a refusal within 10 days.
Customer must request service credit and must notify Zitadel in writing (email sufficient) within 30 days of becoming eligible for service credit and must prove failure of us to meet the stated objective.
Zitadel will confirm or reject the claim with reasons for a refusal within 10 days.
Service credit will in no case be paid as a cash equivalent.
No further guarantees are provided.
@ -91,7 +91,8 @@ Portions of our services, i.e. software components, may also be beyond our influ
### Inclusion of third parties
We may include third parties in the provision of our services. See our [Privacy Policy](./policies/privacy-policy), [Third Party Sub-Processor List](subprocessors), and our [Data Processing Agreement](data-processing-agreement) for more information.
We may include third parties in the provision of our services.
You will find the full list of [Third Party Sub-Processor List](subprocessors) in our [Trust Center](https://zitadel.com/trust).
## Your obligations
@ -150,23 +151,23 @@ In the event of default we reserve the right to transfer our claim to a collecti
### Termination by you
You may terminate the Framework Agreement at any time by ceasing your use of the services and deleting your customer account on our website.
You may terminate the Agreement at any time by ceasing your use of the services and deleting your customer account on our website.
For purchase orders, the term must be terminated by providing written notice (email is sufficient) of termination at least 30 days prior to the end of the term.
### Termination by us
We may terminate the Framework Agreement at any time via email message with a notice period of 90 days. Any use of the services will cease at the end of this period and the Framework Agreement will be terminated.
We may terminate the Agreement at any time via email message with a notice period of 90 days. Any use of the services will cease at the end of this period and the Agreement will be terminated.
### Automatic termination
If you have neither used services nor made payment for a period of 180 days, the Framework Agreement will be considered automatically terminated at the end of this period.
If you have neither used services nor made payment for a period of 180 days, the Agreement will be considered automatically terminated at the end of this period.
If you have a Subscription to any free plans, that don't require payment, we automatically the Framework Agreement will be considered automatically terminated after 30 days without any Daily Active User on the Unit.
If you have a Subscription to any free plans, that don't require payment, we automatically the Agreement will be considered automatically terminated after 30 days without any Daily Active User on the Unit.
### No reimbursement
Any remaining credit shall automatically expire upon termination of the Framework Agreement.
Any remaining credit shall automatically expire upon termination of the Agreement.
### Termination of services
@ -178,7 +179,7 @@ We are entitled to suspend and terminate services used by you if
* Other customers' services are being negatively affected in breach of the fair use provision, including in the event of your services being subject to attacks by third parties (i.e. DoS/DDoS attacks);
* We consider the suspension or termination of the services to be necessary for the protection of ourselves, our infrastructure or other customers.
We reserve the right to immediately terminate the Framework Agreement in such cases.
We reserve the right to immediately terminate the Agreement in such cases.
### Deletion of data
@ -186,7 +187,15 @@ In the event of the termination of the contract, we reserve the right to irrevoc
## Data protection
Please consult the annex to this Framework Agreement, specifically our [Privacy Policy](./policies/privacy-policy), [Data Processing Agreement](data-processing-agreement), [Third Party Sub-Processors](subprocessors), and or our [Trust Site](https://zitadel.com/trust/) for more information about how we process and protect your data.
Please consult the annex to this Agreement, specifically our [Data Processing Agreement](data-processing-agreement) and or our [Trust Site](https://zitadel.com/trust/) for more information about how we process and protect your data.
## Customer Mention & Communications
During the term of this Agreement, Customer grants Zitadel a non-exclusive, royalty-free, fully-paid up license to use and reproduce trademarks, tradenames, and logos and publicly disclose that Customer is a customer of our Services and may use Customer’s name and logo to identify Customer as a Zitadel customer, in Zitadel's marketing materials and Websites.
Any use shall be subject to Zitadel complying with any written guidelines that Customer may deliver to Zitadel regarding the use of its name and logo.
By entering this Agreement, Customer thereby consents to receiving information from Zitadel about our and its products and services, via the contact information that Customer provides to Zitadel.
Customer may opt-out of any such communications at any time, by providing Zitadel with notification of your intent to opt-out in accordance with the instructions contained in such communications.
## Liability
@ -211,11 +220,12 @@ We are not liable for any damages in such cases.
### Applicable law
The Framework Agreement is subject to Swiss law.
The Agreement is subject to Swiss law.
### Place of jurisdiction
The exclusive place of jurisdiction is St. Gallen, Switzerland.
This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions.
The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.
### Severability clause
@ -227,4 +237,4 @@ We are entitled to unilaterally amend this Agreement at any time.
The current version is accessible via our website.
We will inform you of any amendments via email.
These amendments shall be considered as accepted upon booking additional services or at the latest after 30 days.
In the case of a rejection on your part we reserve the right to terminate the Framework Agreement.
In the case of a rejection on your part we reserve the right to terminate the Agreement.