Contracting OutSystems Company, governing law and jurisdiction
Updated: Friday, January 14, 2021 - 12:05 GMT
The applicable OutSystems entity with which Company is contracting under this Agreement, to whom Company should direct notices under this
Agreement, the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, without giving effect to any choice or conflict of law provision or rule, and which courts can adjudicate any such lawsuit, shall be determined based on where the Company is domiciled in accordance with the following references. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
THE UNITED KINGDOM OR IRELAND
A COUNTRY IN THE BENELUX OR POLAND
A COUNTRY IN THE AMERICAS (EXCEPT FOR LATIN AMERICA AND BRAZIL)
BRAZIL
GERMANY, SWITZERLAND AND AUSTRIA
ANY OTHER COUNTRY IN EUROPE, OR AFRICA
A COUNTRY IN THE MIDDLE EAST
AUSTRALIA
JAPAN
PHILIPPINES
MALAYSIA
ANY OTHER COUNTRY IN ASIA OR THE PACIFIC REGION
LATIN AMERICA
IF COMPANY IS DOMICILED IN THE UNITED KINGDOM OR IRELAND:
The company is contracting with: OutSystems Limited, 1 King’s Cross Bridge, 1st Floor - OutSystems, London, N1 9NW, United Kingdom.
The governing law is: The laws of England and Wales.
The courts having exclusive jurisdiction are: The courts of England and Wales.
IF COMPANY IS DOMICILED IN A COUNTRY IN THE BENELUX OR POLAND:
The company is contracting with: OutSystems Benelux B.V., Groenewoudsedijk 61, 3528BG Utrecht, Netherlands.
The governing law is: The Dutch law.
The courts having exclusive jurisdiction are: The courts of Utrecht, albeit not until Parties have pursued to the IT Mediation Regulations of the Stichting Geschillenoplossing Automatisering (SGOA) in The Hague. The Parties agree that they will participate in the mediation in good faith, and that they will share equally its costs.
IF COMPANY IS DOMICILED IN A COUNTRY IN THE AMERICAS (EXCEPT FOR LATIN AMERICA AND BRAZIL):
The company is contracting with: OutSystems, Inc., 55 Thomson Place 2nd Floor Boston, MA 02210, USA.
The governing law is: The Laws of the State of New York.
The courts having exclusive jurisdiction are: The Courts of the State of New York.
IF COMPANY IS DOMICILED IN BRAZIL:
The company is contracting with: OutSystems Brasil Ltda., Rua Sergipe, Nº 475, Cj. 404, Sala 04, Consolação, CEP 01243-912, Brazil.
The governing law is: The Laws of the Federative Republic of Brazil.
The courts having exclusive jurisdiction are: All disputes arising out or in connection with the Agreement, including, but not limited to, those regarding its interpretation and enforcement, shall be mandatorily submitted to mediation, which shall be (i) administered by the Center for Arbitration and Mediation of the Chamber of Commerce Brazil-Canada (“CAM-CCBC”), under the Mediation Guide of said institution, and (ii) coordinated by a Mediator from its Mediators List, appointed in accordance with the mentioned Guide. The mediation proceedings shall not exceed 60 (sixty) days, counted from the signing of the Terms of Reference, provided that such term may be extended for an equal period, according to the parties convenience, being allowed to each one of them to interrupt the proceedings at any given time. If the dispute is not settled by mediation, it must be definitely settled by a Brazilian judicial court, for which purpose the parties choose the Central Forum of the São Paulo State’s Capital as the only competent one, renouncing any other, as privileged as it may be.
IF COMPANY IS DOMICILED IN GERMANY, SWITZERLAND AND AUSTRIA:
The company is contracting with: OutSystems Germany GmbH, Tower 185, Excellent Business Center, Friedrich-Ebert-Anlage 35-37, 60327 Frankfurt, Germany.
The governing law is: The laws of the Federal Republic of Germany.
The courts having exclusive jurisdiction are: The courts of Frankfurt am Main, Germany (default position). Any other major German city is acceptable as well as a fallback position (especially Berlin, Hamburg, Cologne, Düsseldorf, Munich).
IF COMPANY IS DOMICILED IN ANY OTHER COUNTRY IN EUROPE, OR AFRICA:
The company is contracting with: OutSystems Software em Rede, S.A., Rua Central Park, 2, 2º A, 2795-242 Linda-a-Velha, Portugal.
The governing law is: The laws of Portugal.
The courts having exclusive jurisdiction are: The courts of Lisbon, Portugal.
IF COMPANY IS DOMICILED IN A COUNTRY IN THE MIDDLE EAST:
The company is contracting with: OutSystems Software em Rede, S.A., Rua Central Park, 2, 2º A, 2795-242 Linda-a-Velha, Portugal.
The governing law is: The laws of Portugal.
The courts having exclusive jurisdiction are: The courts of Lisbon, Portugal.
IF COMPANY IS DOMICILED IN AUSTRALIA:
The company is contracting with: Outsystems Software Pty Ltd, Level 26, 360 Collins Street, Melbourne, VIC, 3000, Australia.
The governing law is: The Laws of the State of New South Wales, Australia.
The courts having exclusive jurisdiction are: The Courts of the State of New South Wales, and the courts of appeal from them. No party may object to the jurisdiction of these courts on the basis that they are an inconvenient forum.
IF COMPANY IS DOMICILED IN JAPAN:
The company is contracting with: OutSystems Japan KK, Ark Hills South Tower 9th floor, 1-4-5 Roppongi, Minato-ku, Tokyo 106-0032 Japan.
The governing law is: The Laws of Japan.
The courts having exclusive jurisdiction are: Any claim, cause of action or proceeding ("Dispute") relating to this Agreement will be brought and pursued only in Tokyo District Court. OutSystems and Company each submit to the exclusive jurisdiction and venue of the Tokyo District Court for any Dispute. The parties further irrevocably waive any objection to the laying of the venue of any such proceeding in the Tokyo District Court, any claim that any such proceeding has been brought in an inconvenient or inappropriate forum.
IF COMPANY IS DOMICILED IN THE PHILIPPINES:
The company is contracting with: OutSystems Philippines, Inc., 21st Floor, LKG Tower, 6801 Ayala Avenue, Bel-Air, 1226, Makati City, Philippines
The governing law is: The Laws of the Republic of the Philippines
The courts having exclusive jurisdiction are: DISPUTE RESOLUTION / ARBITRATION. (i) At first instance, except when there is urgent need for relief against irreparable damage, any dispute arising out of or in connection with this Agreement shall be discussed in earnest by the parties who shall exert all efforts to amicably resolve the same. (ii) Should the parties fail to come to an agreement within thirty (30) calendar days from the date the dispute arose, and the dispute involves the collection by OS Philippines of a claim not exceeding PhP400,000.00 (exclusive of interest and costs), the Parties agree that OS Philippines shall resort to the Philippine Supreme Court’s Procedure for Small Claims Cases. For this purpose, the Parties agree that the venue shall be the proper courts of Makati City to the exclusion of all other courts. (iii) Should the parties fail to come to an agreement within thirty (30) calendar days from the date the dispute arose but the dispute does not involve collection or involves the collection by OS Philippines of a claim exceeding PhP400,000.00 (exclusive of interest and costs), the Parties shall commence arbitration in accordance with the Arbitration Rules of the Philippine Dispute Resolution Center, Inc. ("PDRCI") in force at the time of the commencement of the arbitration. The Parties authorize the Arbitrators to apportion the costs. The appointing authority shall be PDRCI. The number of arbitrators shall be one (1). The place of arbitration shall be at the PDRCI Offices or as determined by the Chairman of the arbitral tribunal provided that the same be within Metro Manila. The language to be used in the arbitral proceedings shall be English. The Parties agree that the decision of the arbitral tribunal shall be final and binding on them. Unless otherwise agreed in writing, the Parties shall continue to perform their respective obligations under this Agreement during the pendency of any proceedings hereunder. (iv) The provisions of this Section shall survive the termination of this Agreement.”
IF COMPANY IS DOMICILED IN MALAYSIA:
The company is contracting with: OutSystems Malaysia Sdn. Bhd., Lot 29-01, Level 29, Tower 2, Menara Kembar Bank Rakyat, No.33 Jalan Rakyat, 50470 Kuala Lumpur, Malaysia
The governing law is: The Laws of Malaysia
The courts having exclusive jurisdiction are: the Courts of Malaysia. The parties waive any objection on the grounds of venue or forum of convenience or similar grounds.
IF COMPANY IS DOMICILED IN ANY OTHER COUNTRY IN ASIA OR THE PACIFIC REGION:
The company is contracting with: OutSystems Singapore Pte. Ltd., Suntec Tower 3, #41-01, 8 Temasek Boulevard, 038988, Singapore.
The governing law is: The Laws of Singapore.
The courts having exclusive jurisdiction are: By arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force. The Tribunal shall consist of one arbitrator qualified in Singapore Law. The language of the arbitration shall be English and the place of the arbitration shall be in Singapore.
IF COMPANY IS DOMICILED IN A COUNTRY IN LATIN AMERICA (EXCEPT FOR BRAZIL):
The company is contracting with: OutSystems Software em Rede, S.A., Rua Central Park, 2, 2º A, 2795-242 Linda-a-Velha, Portugal.
The governing law is: The laws of Portugal.
The courts having exclusive jurisdiction are: The courts of Lisbon, Portugal.