These terms apply through the acceptance process described below. Publication does not replace existing signed agreements.
1.1 These terms govern the hosted AgencyPin agency management platform and the integrations and related services expressly included in a customer order (Service). The provider is AgencyPin OÜ, Estonian registry code 16125608, Vesivärava tn 50, Tallinn, Harjumaa, 10126, Estonia (AgencyPin). Contract and privacy enquiries: sales@agencypin.com. Support: support@agencypin.com.
1.2 Customer means the business or person acting in a trade or profession identified in an accepted order. The Service is offered for business use. A person accepting for Customer represents that they have authority to bind that Customer. Mandatory rights that cannot lawfully be excluded remain unaffected.
1.3 An Order is a signed order form or an expressly accepted written proposal identifying Customer, the Service, fees, subscription dates and this version of the terms. The Agreement comprises the Order, these terms, the Data Processing Addendum (DPA) incorporated in the Order, and any expressly agreed statement of work or service level agreement (SLA).
1.4 These terms apply when expressly incorporated into an Order accepted by both parties or expressly accepted through an authorized electronic acceptance process that provides these terms before acceptance and records the version accepted. Visiting this page, receiving a package or talent link, or merely connecting an integration does not by itself create a paid subscription or amend an existing agreement. Individual authorized users act within Customer's subscription; these terms do not make them personally liable for Customer's fees.
1.5 For personal data processing, the DPA prevails. An expressly negotiated signed amendment prevails over these terms to the extent it identifies the provision varied, without reducing mandatory data protection obligations. The Order prevails for price, scope and duration, and a signed SLA prevails for its stated service levels. Customer purchase order boilerplate does not amend this Agreement. Existing signed client agreements continue under their own terms unless changed by agreement; publication of this version does not replace them.
2.1 Subject to this Agreement and payment, AgencyPin grants Customer a limited, non-exclusive, non-transferable right to access and use the Service and its documentation for Customer's internal business during the subscription term. No perpetual license, source code rights, ownership or right to operate a separate copy is granted.
2.2 Access is limited to the legal entities, offices, paid staff seats and scope specified in the Order. Affiliates and newly acquired agencies are not automatically included. Additional paid seats, offices and services require an accepted Order amendment; enabling access does not authorize unapproved charges. Staff logins are personal and must not be shared.
2.3 Talent portals, applicant forms and external package recipients may be used as supported by the agreed Service. Those external participants are not paid staff seats unless the Order expressly says otherwise. Customer is responsible for authorizing access, setting permissions and promptly revoking access when appropriate.
2.4 Customer must not resell or sublicense the Service, circumvent seat or security controls, introduce malware, unlawfully obtain or disclose data, send unlawful or unsolicited communications, or materially interfere with others' use. Copying, reverse engineering and extraction are prohibited except to the extent mandatory law expressly permits them. No restriction prevents lawful use of Customer's own data or independent development without misuse of AgencyPin intellectual property or confidential information.
3.1 Functionality, capacity and deliverables are those expressly included in the Order and applicable documentation. Demonstrations, roadmaps and sales discussions do not commit AgencyPin to future functionality or delivery dates unless expressly included in the Order. An agreed function is not removed from scope merely because it is omitted from a general product description.
3.2 AgencyPin may maintain and improve the Service. It will not materially reduce agreed core functionality during a paid term without Customer's agreement, except where necessary for security or law. If such a necessary change materially prevents the agreed use and a reasonable alternative cannot be provided, Customer may terminate the affected Service and receive a prorated refund of prepaid unused fees for it.
3.3 Customer provides suitable devices, connectivity, accurate configuration and authorized personnel. AgencyPin is responsible for its own performance and its subcontractors' performance as required by this Agreement and law.
4.1 Customer and its licensors retain rights in Customer Data, including talent profiles, media, applications, contacts and financial records supplied to the Service. Customer grants AgencyPin only the rights necessary to host, copy, transmit and process that data to deliver, support and secure the Service, carry out documented instructions and meet legal obligations. The DPA controls processing of personal data.
4.2 AgencyPin does not sell Customer Data or use it for advertising or training general-purpose AI models. Any additional purpose requires a separate lawful basis and, where required, Customer's express agreement. Service improvement does not independently authorize reuse of identifiable talent, applicant or accounting data.
4.3 Customer is responsible for its lawful basis, required notices, media rights and instructions, including permissions for minors where relevant. Customer must use appropriate settings and share only the data needed for its workflows. Special-category data, criminal-offence data and identification documents must not be uploaded unless their processing is lawful and expressly covered by the DPA and agreed safeguards. Ordinary photos are not assumed to be biometric identification data merely because they show a person.
4.4 Customer must review account mappings, invoices, statements, tax fields, payment instructions and external communications before relying on or releasing them. AgencyPin supplies software, not professional accounting, tax, legal, payroll, banking or investment advice. This allocation of review responsibility does not excuse defects in AgencyPin's agreed functionality or its statutory duties.
5.1 Prices, currency, seat count, billing period, included capacity and extras are set out in the Order. No particular public starting price overrides an accepted Order. Unless the Order states otherwise, the initial paid term is three months, billed quarterly in advance, invoices are due within 14 calendar days, and fees are exclusive of applicable VAT. Each party bears taxes imposed on its own income.
5.2 Added paid seats and authorized extras are charged only at agreed rates. Extra storage, e-signature usage, custom work and integration fees must be stated in the Order or separately accepted in writing. A storage limit does not authorize AgencyPin to delete data without the process in this Agreement and the DPA.
5.3 Customer must notify AgencyPin promptly of a good-faith invoice dispute and pay undisputed amounts on time. AgencyPin will investigate the dispute; it will not suspend solely for a reasonably disputed amount while Customer cooperates and pays undisputed sums.
5.4 For undisputed overdue sums, AgencyPin may suspend after giving at least 10 calendar days' written notice identifying the debt and how to remedy it. AgencyPin may terminate if the overdue sums remain unpaid 30 calendar days after that notice. Suspension is proportionate; data preservation and statutory data protection obligations continue, and Customer may request the export assistance in section 15.
5.5 Paid term fees are not refundable merely because Customer stops using the Service or cancels before the term ends. This does not limit express refund rights, remedies for AgencyPin breach or mandatory law. AgencyPin may change renewal fees with at least 60 calendar days' written notice; the change applies no earlier than the next renewal after that notice period. Customer may decline renewal before the changed fees apply, even if the ordinary cancellation deadline has passed.
6.1 Any setup timetable starts after the agreed initial payment and receipt of usable data, instructions and required access. Unless the Order commits to a deadline, the usual one to three business day setup period is an estimate, not a guaranteed completion date.
6.2 Standard initial onboarding and ongoing email support are included. The Order records training scope and scheduling. Additional consultancy or repeated training is chargeable only if separately agreed.
6.3 Free migration is included only where expressly agreed, normally for a minimum six-month commitment and an agreed usable source format. The Order records datasets, media, source systems, exclusions, validation responsibilities and timing. Work outside that scope requires a separate quote; AgencyPin does not obtain rights to bypass another supplier's controls.
7.1 Customer may email support@agencypin.com at any time. Unless a signed SLA says otherwise, there is no guaranteed response time, resolution time, uptime percentage, recovery time or recovery point. A request received outside working hours does not create a promise of continuous staffing.
7.2 AgencyPin will use reasonable skill and care to investigate reproducible material faults and provide appropriate remediation. Planned maintenance will be communicated where reasonably practicable. Security measures and incident duties are governed by the DPA; this section does not reduce them.
7.3 Backups support service continuity and are distinct from Customer exports. No automatic delivery of a quarterly full backup, dedicated recovery plan, security certification or specific hosting location is promised unless expressly agreed. Customer may retain lawful independent business records; this does not transfer AgencyPin's security or backup responsibilities to Customer.
8.1 An integration is available only if enabled and included in the agreed scope. Customer must maintain its own eligible third-party account and accept the third party's terms and fees. AgencyPin is an independent provider; this Agreement is with AgencyPin, not Intuit, and does not grant a license to QuickBooks. QuickBooks and Intuit are trademarks of their respective owners; no Intuit endorsement is implied.
8.2 Only a Customer-authorized administrator may connect Customer's QuickBooks Online company or other third-party account. Customer authorizes the API operations and data transfers actually presented in the connection process and agreed integration configuration. AgencyPin may access, transmit and store the data and connection credentials necessary for those operations only for authorized purposes under this Agreement and the DPA. Authorization does not permit access to unrelated companies or an expansion of scope without further authorization.
8.3 The enabled integration and its documentation determine supported record types, transfer direction, timing and limitations. This Agreement does not promise two-way or real-time synchronization, tax filing, payroll processing, bank transfers, payment execution, or every QuickBooks feature. AgencyPin must provide an accurate description before activation; an undisclosed limitation cannot override expressly agreed functionality. The currently described QuickBooks workflow reads the connected company name, items and accounts for finance mapping, sends invoices, customer payments and checks created in AgencyPin, and stores saved item and account mappings or matches by name where a choice is empty. Existing saved choices are preserved. The enabled configuration and authorized actions determine which of these operations are used for Customer.
8.4 Customer selects the correct company and mappings, checks permissions and reviews transferred entries, tax codes, currency, duplicates and reconciliation before posting or relying on results. API errors, conflicting changes and third-party outages may delay or interrupt transfers. AgencyPin will investigate faults attributable to its integration with reasonable skill and care; Customer review duties are not a blanket release for AgencyPin errors.
8.5 Customer may revoke AgencyPin's authorization through the connected provider's available app-management controls or request disconnection at support@agencypin.com. AgencyPin will stop further authorized API access upon revocation or effective disconnection; requests already in flight may complete. Disconnection does not automatically reverse entries previously transmitted, delete copies held in either system, terminate a subscription, or cancel third-party charges. Deletion and retention requests are handled under the DPA and applicable law. AgencyPin will provide practical disconnection instructions for the enabled integration.
8.6 Third-party services may change APIs, availability or conditions. AgencyPin may suspend the affected integration where reasonably necessary, notify Customer and seek a practical alternative. If an expressly purchased material integration cannot be restored or reasonably replaced, Customer may terminate the affected separately priced component with a prorated refund of unused prepaid component fees; remedies for AgencyPin breach and mandatory rights remain available. The core subscription is affected only where the failure substantially prevents its expressly agreed use.
9.1 Each party will protect the other's non-public business, technical and personal information with reasonable care, use it only for this Agreement, and disclose it only to personnel, professional advisers and service providers who need to know and are bound to protect it. Customer Data is Customer confidential information.
9.2 These duties do not cover information lawfully public, already known without restriction, independently developed or lawfully obtained from another source. Legally compelled disclosure is allowed to the extent required, with advance notice where lawful and reasonable steps to limit disclosure. Ordinary confidentiality survives for five years after termination; trade secrets remain protected while legally secret and personal data for as long as applicable law requires.
10.1 AgencyPin and its licensors retain the platform, code, documentation and general improvements. Customer retains Customer Data and its pre-existing materials. Feedback may be used without compensation only without disclosing Customer confidential information or personal data.
10.2 Custom development requires a written scope, price or rate, acceptance criteria, timetable and any prepayment. Estimates are not fixed prices unless expressly stated. Unless the statement of work says otherwise, AgencyPin owns platform modifications and Customer may use them during its subscription. Customer-specific confidential assets are not reusable merely because AgencyPin owns the underlying code. No silent acceptance or unlimited change obligation is implied.
11.1 Each party warrants its authority to enter this Agreement. AgencyPin will provide the Service with reasonable skill and care and materially in accordance with the agreed scope. Customer will report material faults with sufficient information to investigate.
11.2 AgencyPin will seek to correct a substantiated material failure within a reasonable period. If it cannot remedy a material breach following the notice process in section 14, Customer may terminate the affected Service and obtain a prorated refund of prepaid unused fees. This does not remove other remedies available under this Agreement or mandatory law.
11.3 Except for express promises and non-excludable obligations, AgencyPin does not warrant uninterrupted or error-free operation, particular business results or fitness for an undisclosed special purpose. Beta or evaluation features are supplied for evaluation without production reliability commitments and must not hold live personal data unless expressly authorized under an applicable DPA.
12.1 Subject to section 12.4, neither party is liable for indirect or consequential loss, lost profits, lost business opportunities or loss of goodwill arising from this Agreement. Reasonable direct costs of restoring corrupted Customer Data caused by a party's breach are not excluded solely because the loss involves data.
12.2 Subject to sections 12.3 and 12.4, each party's total aggregate liability for all claims arising out of or in connection with an Order, whether in contract, tort or otherwise, is limited to the subscription and service fees paid or payable under that Order for the 12 months immediately before the first event giving rise to a claim. All claims under that Order count toward this cap; separate incidents do not create separate caps. If the Order has been running for less than 12 months, the cap is the fees paid or payable for its first 12 months at the contracted scope, without requiring Customer to purchase an additional term.
12.3 For breach of confidentiality or contractual data protection and security duties, the aggregate cap is twice the section 12.2 amount instead of, and not in addition to, that amount. Related claims cannot be split across sections to multiply recovery. These caps do not limit Customer's obligation to pay agreed fees or return amounts not entitled to be retained.
12.4 No exclusion or cap applies to fraud, intentional misconduct, gross negligence, death or personal injury caused by negligence, or any liability to the extent it cannot lawfully be excluded or limited. Nothing limits a data subject's rights, a regulator's powers or a party's statutory liability to them. Allocation of responsibility between the parties remains subject to mandatory law, including GDPR Article 82. Each party must take reasonable steps to mitigate loss. No contractual shortening of statutory claim periods is imposed.
13.1 A party receiving a third-party claim concerning the Service or Customer Data must notify the other promptly and reasonably cooperate. No party may admit liability or settle on behalf of the other without written authority. Each party remains responsible under applicable law and section 12 for claims caused by its own breach. No unlimited Customer indemnity, automatic reimbursement of regulatory fines or unilateral control of the other's defence is created by these terms.
14.1 The initial term is stated in the Order; absent a different agreed term it is three months. It renews for successive three-month terms unless either party gives at least 30 calendar days' written notice before renewal. A six-month migration commitment must be expressly stated in the Order. Cancellation stops renewal and does not itself create an early termination charge or accelerate future unbilled terms.
14.2 Either party may terminate for a material breach not cured within 30 calendar days after written notice describing the breach, or immediately for a material breach incapable of remedy, subject to mandatory law. Non-payment follows section 5. A party must not misclassify a remediable minor breach as an immediate termination event.
14.3 AgencyPin may suspend only the access reasonably necessary to address a material security threat, unlawful use or binding legal requirement. It will give advance notice where practicable, otherwise prompt notice where lawful, explain remediation and restore access when the cause is resolved. It will not delete data merely because access is suspended. Indefinite suspension is not a substitute for the termination process.
14.4 On termination, the license ends, outstanding lawful fees remain due, and sections intended to survive remain in force. If Customer terminates for AgencyPin's uncured material breach, or AgencyPin ends the Service for convenience, AgencyPin refunds prepaid unused fees. AgencyPin may decline renewal on the same notice basis as Customer; it has no general mid-term convenience termination right under these terms.
15.1 During the subscription Customer may request an export of its data in available structured formats with media files where applicable. One standard export on exit is included without an additional export fee. Bespoke transformation or third-party transfer assistance requires a separately accepted quote. Delivery is through a secure method after authorization checks; credentials, third-party licensed assets and AgencyPin internal code are excluded.
15.2 Customer may request return or deletion during the 30 calendar days following termination. AgencyPin preserves relevant data during that window and will provide a standard export within 15 calendar days of a timely request, or agree a reasonable documented extension for unusual volume. If delivery is delayed by AgencyPin, it will not delete the requested data before delivery and a further 15-day collection period. Customer need not have a paid active login to request its exit export. Undisputed debts remain collectible but do not remove mandatory return or deletion duties.
15.3 After the return window and any agreed extension, AgencyPin will delete or anonymize active Customer Data within 30 calendar days, unless return or retention is required by law or a documented lawful hold. Isolated backup copies will be deleted or overwritten within 90 calendar days after active deletion; they remain protected and are not reused for ordinary processing. Any restoration will reapply the deletion instructions. Statutory business records may be retained for the legally required period, limited to what that purpose requires. The DPA prevails for personal data.
16.1 AgencyPin may use Customer's name, logo, testimonial, identifiable screenshots or case study publicly only with Customer's prior written approval identifying the permitted use. Ordinary internal account identification does not require publicity permission. No opt-out marketing license is inferred from buying the Service.
17.1 Contract notices are sent to sales@agencypin.com and Customer's designated contract email in the Order. Support issues use support@agencypin.com. Email notice is effective on confirmed receipt or the next business day after successful delivery without a failure notification; the sender must use another reasonable method if aware of delivery failure. Parties keep their contacts current. Business days are Monday to Friday excluding Estonian public holidays.
17.2 A website update alone does not amend an accepted Order. Amendments require express written acceptance by authorized representatives, including a verifiable electronic acceptance. AgencyPin may propose a new version for renewal at least 60 calendar days in advance; absent acceptance the existing terms continue for any renewal AgencyPin agrees to provide, or either party may decline renewal under section 14. Fee adjustments follow section 5.5.
18.1 Neither party may assign this Agreement without the other's consent, not unreasonably withheld, except to a successor in a merger or sale of substantially all the relevant business that assumes all obligations. The assigning party gives notice; no assignment reduces mandatory data protection or transfer safeguards.
18.2 Events genuinely beyond reasonable control may excuse affected performance only to the extent unavoidable despite reasonable measures. Ordinary preventable security failures, lack of funds and already accrued payment duties are not automatically excused. The affected party notifies the other and mitigates. If material interruption continues for 30 consecutive days, either party may terminate the affected Service and prepaid unused fees for unavailable Service are refunded.
18.3 Estonian law governs, without displacing mandatory protections that apply despite choice of law. Parties will seek good-faith resolution; either may seek urgent relief. Subject to mandatory jurisdiction rules, disputes are submitted to Harju County Court in Tallinn, Estonia. There is no contractual arbitration under an undefined institution and no class-action waiver.
18.4 The Agreement is the entire agreement on its subject; it does not exclude liability for fraud or rights that cannot be excluded. Invalid terms are severed to the lawful extent without an automatic rewrite that removes mandatory rights. Failure to enforce immediately is not a waiver. No agency, employment, partnership or third-party enforcement right is created except where mandatory law provides one. The English version governs to the extent lawful. Counterparts and valid electronic signatures or recorded electronic acceptance may be used.