Terms & Conditions

1. Operator and Scope

Hermes365 is operated by dotCLOUD Consulting (Schweiz) GmbH, Bahnhofstrasse 9, 8952 Schlieren ZH, Switzerland ("dotCLOUD", "we", "us", "our").

These Terms & Conditions ("Terms") govern every use of the Hermes365 platform, its websites, customer area, partner area and connected services (together the "Service") by customers and partners ("you", "your"). By registering, connecting a Microsoft 365 tenant, purchasing or redeeming a licence, or starting a migration, you accept these Terms.

The Service is offered exclusively to businesses, public bodies and other organisations, and to individuals acting on their behalf in a professional capacity. It is not offered to consumers. You confirm that the person accepting these Terms is authorised to bind your organisation.

Conflicting or supplementary terms of yours do not apply, even if we do not expressly object to them. Our Privacy Policy and, where applicable, our Data Processing Agreement form part of these Terms.

2. Description of the Service

Hermes365 is an automated, self-service software tool for migrating mailbox data into Microsoft Exchange Online. Depending on the licensed module, the Service can:

• copy email messages and folders from IMAP or POP3 mailboxes of any provider into Exchange Online mailboxes ("Legacy" module);
• copy email messages and folders from mailboxes of one Microsoft 365 tenant into mailboxes of another Microsoft 365 tenant ("Exchange" module);
• generate PowerShell scripts that your administrator can review and run to integrate a SEPPmail or HIN secure email gateway with Exchange Online ("Secure" module);
• repeat migrations as incremental (delta) runs, show progress and migration reports, and support the cutover of the migrated mailboxes.

The Service is a technical tool. It is operated by you or by your partner. Unless separately agreed in writing, we do not provide consulting, project management, migration planning, DNS or MX changes, mailbox configuration, end-user support or data recovery services.

The Service accesses Microsoft 365 only through Microsoft Entra ID enterprise applications after an administrator of your tenant has granted consent (OAuth 2.0). We never ask for Microsoft 365 passwords. Hermes365 does not hold Exchange administration rights; scripts of the Secure module are run by your administrator under your responsibility.

3. Technical Limitations

A mailbox migration depends on systems outside our control, in particular the source mail server, the network, Microsoft 365 and Microsoft Graph. You acknowledge in particular that:

• messages larger than the limits of Exchange Online (currently 150 MB per message and per attachment) cannot be migrated and are reported as failed or skipped;
• messages that are malformed, unreadable, encrypted or rejected by the source server or by Microsoft 365 may be skipped;
• a migration may pause, slow down or be retried because of throttling or outages of the source server or of Microsoft services;
• IMAP and POP3 sources transfer email messages only; calendars, contacts, tasks, rules, signatures and other non-email data are not migrated from these sources;
• POP3 sources provide only the inbox; folder structures cannot be migrated from POP3;
• flags, read states, dates and folder names are transferred as far as the source and target systems allow, but may differ in detail.

4. Accounts and Access

You sign in with a Microsoft 365 work account. You are responsible for all activity in your workspace, for the roles you assign to your users and partners, and for revoking access that is no longer required. You must inform us without delay if you suspect unauthorised use of your workspace.

If you grant a partner (managed service provider) access to your workspace, the partner acts on your behalf and you are responsible for its actions in your workspace towards us. The relationship between you and your partner is governed solely by your agreement with that partner.

Our support staff can only enter your workspace for a limited time, with a documented reason, and every action they take is recorded in your audit log.

5. Customer Responsibilities

You remain responsible for your data, your systems and the decisions taken during a migration. In particular:

5.1 Mandatory backup

Before starting any migration, you must create a complete, verified and restorable backup of every source mailbox and of every target mailbox concerned. You must keep these backups until you have verified the migrated data in the target mailboxes and have completed the cutover. Hermes365 is not a backup or archiving service and must not be used as one. If you do not create such backups, any loss of data is at your sole risk.

5.2 Right to access and migrate data

You represent and warrant that you are legally entitled to access the source mailboxes and to copy their content into the target mailboxes, and that you have obtained every consent, authorisation and notice required for this purpose, in particular from the mailbox users, from your organisation and under applicable data protection, employment, telecommunications and confidentiality law. You indemnify us against all claims of third parties, fines and reasonable costs arising from a breach of this obligation.

5.3 Further obligations

• You provide correct source server settings and credentials, and you grant the Microsoft 365 permissions required by the Service.
• You make sure that the target mailboxes exist, are licensed by Microsoft and have sufficient storage.
• You verify the migrated data before the cutover and before you delete, close or stop paying for any source mailbox.
• You are responsible for DNS and MX changes, for informing your users and for the timing of the cutover.
• You review every PowerShell script generated by the Secure module before running it and test it in a suitable way; you run it under your own responsibility.
• You keep your Microsoft 365 tenant, your administrator accounts and your devices secure.

6. Acceptable Use

You must not use the Service to access mailboxes without authorisation, to transfer unlawful content, to circumvent security measures, to probe, overload or disrupt the Service or third-party systems, to reverse engineer the Service, or to build a competing product. We may suspend access immediately if we reasonably suspect such use.

7. Licences, Prices and Payment

The following rules apply to all licences for the Service.

7.1 One-time licence purchases

Licences are purchased per mailbox and per module (the Secure module once per workspace) as one-time purchases. There is no subscription and no automatic renewal. The prices shown on the platform at the time of purchase apply. Prices are in euro and net; applicable taxes such as value added tax are added.

7.2 Payment

Payments are processed by Stripe. The contract for the licences is formed when Stripe confirms the payment to us; licences are credited to your workspace or partner pool only after that confirmation. Payment details are entered directly with Stripe; we do not receive or store card numbers.

7.3 Consumption of licences

A mailbox licence is consumed when a migration that copies data (a full, incremental, retry or re-migration run) is started for the mailbox in a migration batch. Verifying credentials does not consume a licence. A consumed licence remains assigned to that mailbox. A Secure module licence is consumed when it is credited to the workspace.

7.4 Refunds

Consumed licences are non-refundable, regardless of whether the migration succeeded fully, partly or not at all. Refunds of licences that have not been consumed are at our discretion. If a payment is refunded or reversed, the licences concerned are withdrawn; licences already consumed remain consumed.

7.5 Partners, vouchers and external licences

Licences allocated to you by a partner are invoiced by that partner; questions about their price or refund must be addressed to the partner. Vouchers and licence keys from authorised resellers can be redeemed once and confer the licences stated for them. Licence keys may be checked with the issuing licensing service at any time; licences whose key is revoked or expires are withdrawn to the extent they have not been consumed.

8. No Warranties

The Service is provided "as is" and "as available". To the maximum extent permitted by applicable law, we disclaim all warranties and guarantees, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, accuracy, availability and non-infringement.

In particular, we do not guarantee that a migration will transfer 100% of the data, that all messages, attachments, folders, flags or metadata will be transferred completely, unchanged or in a particular time, or that the Service will be uninterrupted, error-free or available at all times. Migration reports reflect what the Service could determine and are not a guarantee of completeness. Planned maintenance and updates may temporarily restrict the Service.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• we are not liable for any loss, corruption, duplication or incomplete transfer of data, including email messages, attachments and folders, nor for failed, interrupted or delayed migrations;
• we are not liable for business interruption, loss of profit, revenue, savings, goodwill or opportunity, for costs of recovery or replacement, or for any indirect, incidental, consequential or special damages;
• we are not liable for damages caused by the source mail server, Microsoft 365, Microsoft Graph, Stripe or other third-party systems, by your partner, by scripts you run, or by your failure to create backups;
• our total aggregate liability for all claims in connection with the Service is limited to the fees you have paid to us for the licences concerned in the twelve months before the event giving rise to the claim;
• we are not liable for our auxiliary persons and subcontractors.

Nothing in these Terms excludes or limits liability for unlawful intent or gross negligence, for personal injury, or any other liability that cannot be excluded or limited under mandatory law (in particular Art. 100 of the Swiss Code of Obligations).

10. Confidentiality and Data Protection

Both parties keep confidential all non-public information received from the other party and use it only for the purposes of the contract. We process personal data in accordance with our Privacy Policy. For email content that the Service migrates on your behalf, we act as your processor under the Data Processing Agreement; you remain the controller.

11. Intellectual Property

All rights to the Service, its software, documentation and trademarks remain with dotCLOUD or its licensors. For the duration of the contract you receive a non-exclusive, non-transferable right to use the Service for your own migrations, or as a partner for the migrations of your customers. Scripts generated by the Secure module may be used and modified for your own Microsoft 365 tenants.

12. Suspension and Termination

You may stop using the Service and request the deletion of your workspace at any time. We may suspend or close a workspace for a breach of these Terms, for non-payment, for suspected misuse or where required by law. Running migrations of a suspended workspace pause. Unconsumed licences of a workspace closed for breach of these Terms are forfeited without refund.

13. Changes to the Service and to these Terms

We may develop the Service further and change features, provided that the core functions of licences already purchased are not materially restricted. We may amend these Terms. The current version is published on the platform; changes apply to purchases and migrations started after publication. Where required, we will ask you to accept the new version.

14. Force Majeure

We are not responsible for delays or failures caused by events beyond our reasonable control, including outages of cloud or network providers, Microsoft services, cyber attacks, power failures, pandemics, strikes, or acts of authorities.

15. Final Provisions

If any provision of these Terms is invalid or unenforceable, it shall be replaced by a valid provision that comes closest to its economic purpose; the remaining provisions remain in force. You may not assign the contract without our prior written consent.

These Terms and all contracts under them are governed by substantive Swiss law, excluding the UN Convention on Contracts for the International Sale of Goods. To the extent permitted by law, the exclusive place of jurisdiction is Schlieren ZH, Switzerland.

16. Contact

dotCLOUD Consulting (Schweiz) GmbH, Bahnhofstrasse 9, 8952 Schlieren ZH, Switzerland. Please use the contact form on our website for all questions about these Terms.