This Master Subscription Agreement ("Agreement") governs the use of the relyd business software platform. It is concluded between the relyd company named in section 2 ("relyd", "we", "us") and the organisation that registers for or orders the Service ("Customer", "you"). By creating a workspace, accepting an Order Form or using the Service, you confirm that you are entering into this Agreement on behalf of a business and that you are authorised to bind it.
1. Definitions
- Service – the relyd cloud platform, including its modules (such as CRM, Finance, HR, Inventory, Files, Work, Support and Quality), web and mobile applications, application programming interfaces (APIs) and related documentation, as made available by relyd from time to time.
- Workspace – the Customer's separate environment on the Service, reached through its own sub-domain.
- Customer Data – all data, including personal data, that the Customer or its Users enter into, upload to, or generate within the Workspace.
- User – a natural person to whom the Customer has given an account in its Workspace (for example an employee or contractor). Contacts of the Customer who only use public links or the customer portal are not Users.
- Order Form – the online checkout, plan selection in the Service, or a written order that specifies the plan, modules, number of Users, term and fees.
- Subscription Term – the period for which the Customer has subscribed, as stated in the Order Form.
- Documentation – the user and help-centre documentation published by relyd.
- Policies – the documents published at legal.relyd.co that form part of this Agreement (section 3).
2. Contracting party
relyd's headquarters is at Breitfeldstrasse 8, 9015 St. Gallen, Switzerland.
2.1 The Customer contracts with:
- relyd Limited, 3 Ballsbridge Park, Dublin, D04 C7H2, Ireland, if the Customer's billing address is in the European Union, the European Economic Area, the United Kingdom, Switzerland or Liechtenstein; or
- relyd Inc., a Delaware corporation, 28-07 Jackson Ave, New York, NY 11101, USA, for all other countries.
2.2 The contracting relyd company is shown on the Order Form and on each invoice. References to "relyd" mean that company only.
3. Structure of the contract
3.1 This Agreement consists of the Order Form, this Master Subscription Agreement and the following Policies in their version applicable at the time:
- Data Processing Agreement (DPA)
- Subprocessor list
- Product-Specific Terms
- Sensitive Data Terms
- Service Level Agreement
- Terms of Sale
- Acceptable Use Policy
Where relyd provides onboarding, migration or other professional services, the Terms of Service (Professional Services) also apply.
3.2 In the event of a conflict, the following order of precedence applies:
- the Order Form
- the DPA, as regards the processing of personal data
- the Product-Specific Terms
- the Sensitive Data Terms
- this Agreement
- the Service Level Agreement
- the Terms of Sale
- the Acceptable Use Policy
- the Terms of Service (Professional Services)
3.3 Terms and conditions of the Customer, including purchasing terms, do not apply, even if relyd does not expressly reject them.
4. The Service
4.1 Provision. During the Subscription Term relyd makes the Service available to the Customer as software-as-a-service over the internet, in accordance with the Documentation and the plan ordered. relyd hosts, operates, maintains and updates the Service. The Customer does not receive a copy of the software.
4.2 Changes. relyd continuously develops the Service and may change it, provided that the overall functionality of the plan ordered is not materially reduced during the Subscription Term. relyd will give at least thirty (30) days' notice of any change that materially reduces functionality the Customer uses. If such a change is to the Customer's material detriment, the Customer may terminate the affected subscription with effect from the date of the change and will receive a pro-rata refund of prepaid fees for the remaining term.
4.3 Beta features. Features marked "beta", "preview" or similar are provided for evaluation, may change or be withdrawn at any time, and are excluded from the Service Level Agreement.
4.4 Third-party services. The Service can connect to services that the Customer chooses and contracts for itself (for example its own e-mail accounts, Google or Microsoft accounts, online shops, carriers, payment providers or its own AI provider keys). These services are not provided by relyd and are not relyd subprocessors. Their use is governed by the terms between the Customer and the provider concerned. relyd is not responsible for their availability or for how they process data.
5. Users and accounts
5.1 The Customer may allow as many Users as its plan permits. User accounts are personal and must not be shared.
5.2 The Customer is responsible for all activity in its Workspace, for the permissions it assigns, and for keeping login credentials confidential. relyd recommends, and for administrators strongly advises, the use of two-factor authentication.
5.3 The Customer shall notify relyd without undue delay at privacy@relyd.co if it becomes aware of any unauthorised access to its Workspace.
6. Customer obligations
6.1 The Customer shall use the Service only for its own internal business purposes and in accordance with this Agreement, the Documentation, the Acceptable Use Policy, the Sensitive Data Terms and applicable law.
6.2 The Customer is solely responsible for the accuracy, quality and legality of Customer Data. This includes having a legal basis to process it and informing data subjects, including its own employees.
6.3 The Customer remains responsible for its legal duties, including tax, accounting, payroll, record-keeping and archiving obligations. The Service supports these tasks but does not replace professional advice or the Customer's own review of results, such as tax returns, payslips or bank reconciliations.
7. Customer Data and data protection
7.1 Ownership. As between the parties, the Customer owns all Customer Data. relyd receives only the rights needed to provide, secure and support the Service.
7.2 Processing. relyd processes personal data contained in Customer Data as a processor on behalf of the Customer. The Data Processing Agreement governs this processing.
7.3 No other use. relyd does not sell Customer Data, does not use it for advertising, and does not use it to train artificial-intelligence models.
7.4 Aggregated information. relyd may collect technical and usage information about the operation of the Service, such as performance, error and feature-usage statistics. relyd may use this information in aggregated form that does not identify the Customer, Users or other individuals, to operate, secure and improve the Service.
7.5 Export. During the Subscription Term the Customer can export its Customer Data through the functions of the Service. On request, relyd will reasonably assist with an export in a common machine-readable format. Assistance beyond the standard functions may be charged under the Terms of Service (Professional Services).
8. Fees and payment
Fees, invoicing, payment terms, taxes and consequences of late payment are governed by the Order Form and the Terms of Sale.
9. Term and termination
9.1 Term. This Agreement starts when the Customer first creates a Workspace or accepts an Order Form. It continues for as long as a subscription is active.
9.2 Renewal. Unless otherwise stated in the Order Form, each subscription renews automatically for a further period equal to the previous Subscription Term. Monthly subscriptions renew for one month, annual subscriptions for one year. Either party may prevent renewal by giving notice through the Service or in writing:
- for monthly subscriptions, before the end of the current month;
- for annual subscriptions, at least thirty (30) days before the end of the current term.
9.3 Trial. A free trial ends automatically at the end of the trial period unless the Customer orders a paid plan.
9.4 Termination for cause. Either party may terminate this Agreement with immediate effect by written notice if the other party:
- (a) materially breaches this Agreement and does not remedy the breach within thirty (30) days of written notice; or
- (b) becomes insolvent, enters into liquidation or a comparable procedure, or ceases business.
9.5 Suspension. relyd may suspend access to the Service, in whole or in part, to the extent reasonably necessary:
- (a) if the Customer's use poses a security risk or a risk of harm to the Service or to other customers;
- (b) if the Customer materially breaches the Acceptable Use Policy or the Sensitive Data Terms; or
- (c) for non-payment in accordance with the Terms of Sale.
Where possible, relyd will give prior notice and will limit the suspension in scope and duration. Suspension does not delete Customer Data.
9.6 Effect of termination.
- (a) On termination or expiry the Customer's right to use the Service ends. The Workspace is deactivated.
- (b) Customer Data is deleted thirty (30) days after the end of the subscription. During this period the Customer may reactivate its subscription or request an export by writing to privacy@relyd.co. Documents in the retention archive are handled as set out in section 3 of the Product-Specific Terms.
- (c) Copies in backups expire according to the backup cycle and are deleted no later than twelve (12) months after the end of the subscription. Details are set out in the DPA.
- (d) relyd may retain data it must keep by law, such as invoices issued to the Customer, as controller for the statutory retention period.
- (e) Sections 7.3, 10, 11, 12, 13 and 16 survive termination.
10. Confidentiality
10.1 Each party shall keep confidential all non-public information of the other party that is marked as confidential or should reasonably be understood as confidential. This includes Customer Data, pricing, security information and non-public product information. Each party shall use such information only to perform this Agreement.
10.2 Confidential information may be disclosed only to employees, contractors, subprocessors and advisers who need it for this Agreement and who are bound by equivalent confidentiality obligations, or where required by law or by a court or authority. In the latter case the other party must be informed where legally permitted.
10.3 These obligations do not apply to information that is or becomes public without breach, was lawfully known before, is independently developed, or is lawfully received from a third party.
11. Intellectual property
11.1 relyd and its licensors retain all rights in the Service, the software, the Documentation and all improvements. The Customer receives a non-exclusive, non-transferable right, limited to the Subscription Term, to use the Service for its internal business purposes in accordance with this Agreement.
11.2 The Customer shall not:
- (a) copy, modify, decompile or reverse-engineer the Service, except as permitted by mandatory law;
- (b) resell, sublicense or provide the Service to third parties as a service bureau;
- (c) circumvent technical limits or security measures;
- (d) use the Service to build a competing product.
11.3 Feedback that the Customer voluntarily gives about the Service may be used by relyd without restriction or compensation.
12. Warranties
12.1 relyd warrants that:
- (a) the Service will perform materially in accordance with the Documentation during the Subscription Term;
- (b) it will provide the Service with reasonable skill and care and in accordance with the technical and organisational measures set out in the DPA.
12.2 If the Service does not conform to section 12.1(a), relyd will, at its option, correct the defect within a reasonable time or provide a workaround. If relyd cannot do so within a reasonable time, the Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remaining term. Service-level remedies are governed by the Service Level Agreement.
12.3 Except as expressly stated in this Agreement, and to the extent permitted by law, the Service is provided without further warranties. In particular, relyd does not warrant that the Service will be uninterrupted or error-free. Nor does it warrant that results generated by the Service, including results produced with artificial intelligence, are complete or correct.
13. Liability
13.1 Unlimited liability. Nothing in this Agreement limits either party's liability for:
- (a) death or personal injury caused by negligence;
- (b) fraud or fraudulent misrepresentation;
- (c) wilful misconduct or gross negligence;
- (d) the Customer's payment obligations;
- (e) any liability that cannot be limited or excluded under applicable law.
13.2 Cap. Subject to section 13.1, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, is limited to the fees paid and payable by the Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.
13.3 Excluded losses. Subject to section 13.1, neither party is liable for:
- (a) loss of profits, revenue, business or goodwill;
- (b) indirect or consequential loss.
This applies in each case even if the party was advised of the possibility of such loss.
13.4 Data. relyd's obligations regarding the security and backup of Customer Data are set out in the DPA and the Service Level Agreement. The Customer is responsible for exporting data it needs to keep independently of the Service.
14. Indemnities
14.1 relyd will defend the Customer against claims by third parties alleging that the Service, as provided by relyd and used in accordance with this Agreement, infringes their intellectual property rights. relyd will indemnify the Customer against damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, third-party services chosen by the Customer, or combinations and modifications not made by relyd. If such a claim arises, relyd may modify the Service, obtain a licence, or terminate the affected subscription and refund prepaid fees for the remaining term.
14.2 The Customer will defend relyd against claims by third parties arising from Customer Data or from the Customer's use of the Service in breach of this Agreement or applicable law. The Customer will indemnify relyd against damages finally awarded or agreed in settlement.
14.3 The indemnified party must notify the other promptly, allow it to control the defence, and provide reasonable assistance.
15. Changes to this Agreement
15.1 relyd may amend this Agreement and the Policies with effect for the future. Amendments are published at legal.relyd.co with a new version number and effective date. Earlier versions remain available there.
15.2 relyd will notify the Customer of material amendments at least thirty (30) days before they take effect, by e-mail to the account owner or by a notice in the Service. If the Customer objects in writing before the effective date, the amendment does not apply to the current Subscription Term, and either party may terminate the affected subscription with effect from the end of that term.
15.3 Amendments required by law, by a decision of a court or authority, or to address security risks may take effect earlier. Purely editorial amendments may also take effect earlier.
16. General
16.1 Governing law and jurisdiction.
- If the Customer contracts with relyd Limited, this Agreement is governed by the laws of Ireland, and the courts of Dublin, Ireland, have exclusive jurisdiction.
- If the Customer contracts with relyd Inc., this Agreement is governed by the laws of the State of New York, and the state and federal courts in New York County, New York, have exclusive jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Assignment. Neither party may assign this Agreement without the other's prior written consent, which shall not be unreasonably withheld. relyd may, however, assign it to another relyd group company, or to a successor in a merger or sale of the relevant business, by giving notice.
16.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control. Examples are natural disasters, war, terrorism, strikes that do not concern its own staff, acts of authorities, failures of public networks or energy supply, and large-scale cyber attacks that could not have been prevented by reasonable measures. This does not apply to payment obligations.
16.4 Publicity. relyd may name the Customer as a reference, or use its name or logo, only with the Customer's prior written consent. Consent can be given in the Service and withdrawn at any time with effect for the future.
16.5 Notices. Notices to the Customer are sent to the e-mail address of the account owner or displayed in the Service. Notices to relyd must be sent to legal@relyd.co. Notices on data protection go to privacy@relyd.co.
16.6 Entire agreement. This Agreement, including the documents listed in section 3, is the entire agreement between the parties on its subject matter. It supersedes all prior agreements.
16.7 Severability. If any provision is invalid or unenforceable, the remaining provisions remain in force. The parties will replace the invalid provision with a valid one that comes as close as possible to its purpose.
16.8 No waiver. A failure to enforce a right does not waive it.
16.9 Language. This Agreement is concluded in English. Translations are provided for convenience; the English version prevails.