Terms of Service

Version: 2019-01-11

1. Introduction

These Terms of Service govern the use of OpenProject Services, i.e. OpenProject Hosting and OpenProject Enterprise Edition. By using OpenProject Services a User accepts these Terms of Service. These Terms of Service constitute a legally binding contract between a User and OpenProject GmbH. If You do not agree to these Terms of Service, do not use any of OpenProject Services.

2. Definitions

The following important definitions are used in these Terms of Service with a capital letter.

OpenProject Software means free and open source software available on GitHub (https://github.com/opf/openproject). OpenProject offers web-based project management. It refers to the OpenProject core and, if applicable, OpenProject plugins.
OpenProject Services, Services means any OpenProject Services provided by OpenProject GmbH to You based on Your submitted Order. Terms of Service apply to Services without restrictions.
We, Us, Our, OpenProject, OpenProject GmbH, Karl-Liebknecht-Str. 5, 10178 Berlin, Germany is one of the founding companies of the OpenProject Foundation and the provider of OpenProject Services.
You, Your, User means any entity or affiliated persons or private persons, which purchases OpenProject GmbH Services and is also bound by these Terms of Service.

3. Conflicting contractual arrangements

If additional contractual agreements exist between the User and OpenProject GmbH and in the event of any existing conflict between these contractual agreements and these Terms of Service, the most current contractual agreements shall apply for such conflict.

4. Services

We provide a variety of Services, including:

OpenProject Hosting:

a. OpenProject Hosting is a service, whereby OpenProject Software is provided by OpenProject GmbH as Software-as-a-Service (SaaS). As a requirement for access to OpenProject Hosting, a User must have computer and internet access with an up-to-date browser. Access to a computer with Internet access and an up-to-date Internet browser are the Customer’s responsibility.
b. User data is treated as private and confidential. No User data will be made public or distributed without User request.
c. With the registration You receive a 14 day free trial. After that period, your instance will automatically be blocked. You can order an upgrade to a full version under Your administration settings.
d. Prices can be found on the website and within Your OpenProject installation administration settings. OpenProject plans are determined based on the number of Projects, Users and Storage.
e. You can request a full data dump from OpenProject instance. The full data will be provided within maximum seven (7) business days. This may create additional costs, which can be billed to the User.
f. Standard e-mail support is available for OpenProject Hosting Customers. It covers:
I. help with using OpenProject Software,
II. identifying and providing workarounds for known problems with OpenProject Software,
III. answering general OpenProject Software questions on technical as well as on functional aspects,
IV. troubleshooting and resolving problems specific to OpenProject Hosting Service.

OpenProject Enterprise Edition:

a. OpenProject Enterprise Edition is a service, whereby We provide You installation support as well as professional support, premium features and security features for your self-hosted OpenProject.
b. Prices can be found on the website. OpenProject Enterprise Edition plans are determined based on the number of Users. You agree to inform us immediately if the amount of Users will exceed Your quota.
c. OpenProject Enterprise Edition Services, including the Support level, will be specified in detail in separate Enterprise Edition contract.

Additional Enterprise Services:

  1. OpenProject maintenance contracts
  2. OpenProject installation support
  3. OpenProject custom development
  4. OpenProject consulting and Training

The aforementioned Services are offered upon request and are adapted depending on individual requirements.

5. Orders

An order can be made within the administration settings of Your OpenProject hosted solution. We will charge You according to the prices.
Confirmation of the Order means that the binding agreement between You and Us is concluded. These Terms of Service as well as any terms included in the Order constitute part of the Contract. Customer agrees to have read and understood these Terms of Service by accepting the contract.

6. Fees

All fees are due upon invoice receipt. Prices are displayed in EURO. Additional taxes may apply depending on the country of residence. VAT invoices are available in electronic form in the administration account settings and will be delivered to You by email. You are responsible for keeping the billing and contact information complete and up-to-date.

7. Reseller program

If you are accepted as an OpenProject reseller, you can purchase the OpenProject Enterprise Edition for your customers at a 25% price discount. You directly purchase the Enterprise Edition from OpenProject GmbH and can then resell the OpenProject Enterprise Edition to your client(s) at your own prices. The purchasing contract is made between OpenProject GmbH and the reseller. After the first sale of the Enterprise Edition to a client, the reseller receives an Enterprise Edition for 25 users for free – which is valid for the duration of 12 months. This Enterprise Edition license is for internal use by the reseller only and cannot be sold or shared with anyone else.

As a reseller, you are free to offer additional services with the OpenProject Enterprise Edition. Resellers are also free to modify and white label the OpenProject Enterprise Edition in accordance with the license used by the OpenProject Enterprise Edition (GNU General Public License version 3 (details)).

8. Privacy and Data Security

User data elicitation, procession and transmission if necessary is subject to German data protection regulations. Data protection and privacy regulations can be found under Data Privacy.

9. Availability

OpenProject GmbH aims to provide access to the software 24 hours a day. However, OpenProject GmbH does not guarantee an uninterrupted accessibility and availability of services.
The Software can be updated in regular intervals of time. However, an entitlement to an update does not exist for a User. During the updates, short-term interruptions in the accessibility and availability of services may occur. This does not result in any claims by a User towards OpenProject GmbH. Especially due to mandatory changes based on legislative or technical changes, OpenProject GmbH reserves the right to restrict or to suspend the access to the Software.
OpenProject GmbH will strive to perform interruptions based on changes or updates of software or hardware outside normal business hours or on weekends. This however cannot be guaranteed. Insofar as the interruptions are predictable, OpenProject GmbH will inform about planned changes and updates ahead of time through administration settings or per email.

10. Permitted use

The use of software is permitted only for designated purposes, i.e. project- and team collaboration.
The use of software for other purposes is explicitly prohibited.
The software may be used only in such a way that no business disruptions can occur. Therefore, changes, inspections, tests, system scans or other measures, which may cause disruption of services are explicitly prohibited. Access to the services or the integration of services through other websites or third parties is not allowed.
Should the user violate these Terms of Service, the use of these Services can be suspended without prejudice to the assertion of other rights.

11. Responsibilities of Us

The User is obliged to check whether the Software can be used for his purposes before ordering the Services.
The user binds himself not to exploit found errors for own purposes and, for example, not to access the data of third parties or manipulate the invoices or payment periods.
The User agrees to keep his access data for the Services secret and not to disclose them to third parties.

12. Intellectual Property

Beyond OpenProject Software, all copyright, trademarks, designs and other rights for protection of intellectual property belong to OpenProject GmbH, unless otherwise noted. Without prior written consent contents of the website may not be reproduced, processed, distributed, translated, or publicly reproduced, in whole or in parts.

13. Contract Changes

The user may change his contractually agreed tariff at any time. For this he needs to conduct a tariff change under administration settings.
In case of a tariff upgrade the changes will take effect immediately. The unused portion of the lower tariff will be reimbursed on a pro-rata basis.
In case of tariff downgrade the changes will become effective after the current subscription period ends. The new price applies from the next subscription period accordingly. The price for the bigger tariff applies to the current subscription period.

14. Cancellation right for private customers (consumers)

Cancellation rights for private customers
You have a right to withdraw this contract without providing a reason within fourteen days. The revocation period is fourteen days from the date of the receipt of the order.
To exercise your right of withdrawal, you must inform us about your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by mail or email). You can use our Cancellation Form, which is however not mandatory.
To maintain the withdrawal period it is sufficient that you send your communication concerning the exercise of the cancellation right before the expiration of the withdrawal period.
Cancellation impacts
If you withdraw from this contract, we will reimburse all payments we received from you, including the delivery costs (with the exception of the additional costs arising from the fact that you have chosen a different method of delivery than the cheapest option offered by us) immediately, at the latest within fourteen days from the date on which the cancellation notification has been received by us.
For the reimbursement we will use the same method of payment that you used in the original transaction, unless expressly agreed with you otherwise; in no case will you be charged fees because of this repayment.

15. Warranty and liability

The Provider and the User agree that it is not possible to develop computer programs so that they are free of errors for all use cases. This is also true for further development and software updates.
Unless otherwise agreed, the software is provided in accordance with the current state of development. This means that Software may contain errors, which were not known to OpenProject GmbH at the time of signing the contract. OpenProject GmbH assumes no responsibility for any resulting damages. Open Project GmbH assumes no responsibility for the accuracy, completeness, timeliness and usefulness of the information provided on the website or in the software.
Open Project is not liable for damages caused by loss of use, loss of data or unavailability related to the use of the Services. The liability of employees, representatives or agents of Open Project GmbH is also excluded under the above conditions.
We exclude our liability for slightly negligent breaches of duty, provided these do not relate to damages resulting from injury to life, limb or health or guarantees to claims under the Product Liability Act.
This shall not affect the liability for the breach of duties the fulfillment of which makes the proper execution of the contract possible and on compliance with which the customer may trust regularly. The same applies to breaches of duty by our vicarious agents.

16. Contract suspension, blocking and cancellation

The user may terminate the contract at any time, which will apply by the end of the subscription period. In case of credit card payment the subscription period is one month or one year; in case of payment via invoice the subscription period is one year. You can cancel until one day before the extension of the subscription period. The agreed subscription period will be extended automatically if the contract was not terminated on time. Notice must be given in due time through the administrator settings.

Open Project reserves the right to terminate the contract with the user for violations of these Terms of Service or to temporarily disable access. In case of security incidents OpenProject GmbH reserves the right to terminate your access to the Services if this results in risks for other customers or services. Open Project GmbH will endeavor to keep blocking time as short as possible in cases of security incidents.
If an invoice is not paid within 30 days after receipt of invoice or a debit entry cannot be carried out, the service is automatically blocked and the user is unable to access the services. Data will be deleted after an additional blocking period of 30 days.

17. Modifications and final provisions

Open Project GmbH reserves the right to modify these terms at any time. Changes to these Terms of Service will be announced four weeks in advance. If the User does not agree with the new Terms of Service, the User has the right to terminate the contract prematurely at the time of changing the Terms of Service.
Open Project GmbH also reserves the right to adjust the prices for the use of the Services. The foregoing provisions to update the Terms of Service shall apply accordingly.

18. Applicable Law

Competent court is Berlin. German laws apply.

If you have any other questions about the above Terms of Service please email: info@openproject.com.