To Service agreement
1. Introductory Provisions
1.1. These terms and conditions are an integral part of the Agreement entered into between the Client and the Provider, and define binding rules and conditions of providing Services and Products and use of Services and Products. These terms and conditions govern the contractual relationship between Provider of the Service and the Client.
1.2. The definitions set below have for the purpose of these terms and conditions following meaning:
- T&C – means these Terms and Conditions.
- Agreement – means a Service Agreement entered into between the Client and the Provider.
- Client – means an individual conducting business or legal entity entering into Agreement with the Provider.
- Client’s server – means the server and other HW equipment not owned, managed or controlled by the Provider
- Provider – means the company Easy Software Ltd., with its seat at Kemp House, 152-160, City Road, EC1V 2NX London, Company ID: 08960980.
- Product – means any Service or its part provided under specific Provider’s brand name based on the Provider’s brand policy. The Client is buying the Product AS IS. Support and other services are provided separately.
- Price list – means the document or web page, which sets the price of Service and or Product if not stated otherwise in the Agreement.
- Provider’s server – means the server and other HW equipment managed or controlled by the Provider. The Provider may use the third party services to secure the appropriate server performance
- Implementation Service specification – means the implementations terms and conditions set by the Provider and/or individualized by the Client according to the Agreement. Unless the Client has purchased an Implementation Service or unless explicitly stated, there is no guaranteed Implementation Service included in the price of the Product.
- Support Service specification - means the support terms and conditions set by the Provider and/or individualized by the Client according to the Agreement. Unless the Client has purchased a support Service or unless explicitly stated, there is no guaranteed Support Service included in the price of the Product.
- Service – means the specific Service provided by the Provider to the Client under the Agreement, and which may include license to the Service, maintenance of the Service, Service support and other related services, to the extend agreed to in the Agreement and Product.
- Trial version of the Service – means trial version of the Service, which is made available to the Client free of charge and to a limited extent.
- Administrator – means a person designated by the Client for administration of his User Account.
- User – means a natural person who works for the Client (as his employee, partner, executive director, a person cooperating with the Client on a long-term basis under the agreement of providing legal services), for which the Client sets up a User Account.
- User Account – means user account with a unique access code and password.
- Data security system – means a document describing methods of securing data stored in the Service application.
- Parties – means jointly the Client and the Provider.
2. Method of acceptance of T&C
2.1. Service is provided to the Client based on concluded Agreement. Integral parts of the Agreement are these T&C.
2.2. The Agreement is concluded on the day of signature by both Parties. In case the Agreement is concluded through the web interface, the Agreement is concluded upon payment of the price for Service (in case of wireless transfer when the amount corresponding to the price for Services is credited to the bank account of the Provider) in the amount specified in the first billing period. This does not apply if the Client will be using Trial version of the Service under the conditions set in the art. 4 of these T&C.
3. Providing of the Service
3.1. The Provider runs the Service at the internet address specified in the Product specification and its subdomains or on Client´s servers according to the Agreement and technical specifications stated in the Product specification.
3.2. The scope of Services is defined in the Product specification, which is attached to the Agreement. Product specification defines the individual partial Services in terms of content and method of activation in details.
4. Trial version of the Service
4.1. Before the Agreement is concluded the Provider may enable the Trial version of the Service to the Client through the web domain or on Client´s servers, to the extent defined by the Provider.
4.2. By completing the registration form on the web page specified in the Product specification the Client accepts the terms of providing the Trial version of the Service, which are governed by art. 4., art. 7., art. 9., art. 11., art. 12., art. 14. subsection 6, art. 15., art. 16. and art. 17. of these T&C.
4.3. Trial version of the Service is provided to the Client for the period specified in the Product specification, unless the Provider decides otherwise.
4.4. The Client using the Trial version of the Service is entitled to save data, but only for the purpose of verifying system functionality. The Client takes into consideration, that the Provider is not responsible for accessibility and preservation of data saved by the Client by using the Trial version of the Service.
4.5. Prior to the expiration of the Trial version of the Service, the Provider shall enable the transfer to the paid version of the Service to the Client and provides him with non-binding payment information. By paying the price the Service will activate in agreed extent and data saved by the Client in the Trial version of the Service will be transferred to the paid version of the Service. In case that the Client does not use the option to transfer to the paid version of the Service, the provision of the Trial version of the Service ends when the period, for which the Trial version of the Service was provided to the Client, expires.
4.6. The Client takes into consideration that data saved by the Client in the Trial version of the Service will be after expiration of the period, for which the Trial version of the Service was provided, irretrievably erased. The Client will be informed of upcoming expiration of the Trial version of the Services and deletion of the data after its termination by e-mail or via the internet domain of the Trial version of the Service.
5. Duration of provision of the Service
5.1. The Agreement stipulates if it was concluded for a definite or indefinite period of time. The Agreement is concluded for (i) definite period of time for Services provided through the web interface and (ii) indefinite period of time for Services provided through the Client´s servers.
6.1. The Client is obliged to pay the price for using the Service based on delivered tax documents (invoices) issued by the Provider. Invoices will be issued in electronic form. Prices for Services are set according to the Quotation or Price list, unless otherwise agreed in the Agreement.
6.2. The debit/credit card and/or other on-line payment method used by the Client to sign up to use the Service (i) provided through web interface and (ii) provided on the monthly subscription will automatically be charged 30 days from the date the Client signed up to use the Service. If the Client wishes to avoid being charged for the Service, the Client will have to cancel the subscription three days prior to the auto-renewal of the Service use. The Provider recommends checking with the pre-paid card company or bank to confirm whether recurring billing is possible.
6.3. The Client may change his subscription online by simply signing in to the Client zone. To avoid getting charged for the next billing period, the Client has to cancel the subscription at least three days before the renewal date. If the Client cancels his subscription at least three days before the renewal date, his subscription will stop at the end of the current billing cycle.
6.4. The order of any Service can be cancelled without additional charges before the payment has been cleared to the Provider‘s account. For downloadable Products, the Provider does not issue ANY refunds after the download channel has been enabled and any download attempt has been made. Cancellation of the order after the payment has been received is possible on agreement, if the ordered Service was not used or no download attempt has been made.
7. License Agreement
7.1. The Client takes into consideration that all proprietary copyrights and other intellectual property rights to the Service belongs to the Provider. The Client is therefore obliged to use Service only within the scope of the license provided.
7.2. The Client by the conclusion of the Agreement acquires nonexclusive license to the Service for one or more Users depending on the number of established User Accounts. The Client is not entitled to grant or assign license or sub-license to a third party without prior written consent of the Provider. The Client is also not entitled to rent the Service or otherwise make the Service available, both free of charge or for consideration, to the third parties without prior written consent of the Provider. The license also applies for all updates or adjustments to Service that will be performed by the Provider.
7.3. In case the Service is provided on the Client’s server then the Client is entitled to download the source code of the Product. In case the Service is provided through the web interface then the Client has no right to obtain the source code to the Service, nor to view it, modify it, or interfere with it in any way.
7.4. The Client is not entitled to incorporate the Service in another software equipment without prior written consent of the Provider.
7.6. All Provider’s software excluding software defined in art. 7.5. of these T&C is distributed under GNU/GPL 2 license: https://www.gnu.org/licenses/old-licenses/gpl-2.0.en.html.
8. Payment Conditions
8.1. The billing period for Agreement concluded for a definite period of time is the period (number of months), for which the Agreement was concluded. The Provider will issue the invoices with the 14 calendar days due date for the Services provided through web interface or email, unless otherwise stated in the Quotation.
8.2. In case the Agreement is concluded for a definite period of time, before that period expires the Provider will send to the Client the non-binding payment information to pay for the Services for the same period of time. In case the price for the Service is paid in accordance with the payment information, the period of provision of the Service will be automatically extended.
8.3. In case of delay in payment of the price for the Service, the Provider is entitled to receive an interest on late payments in the amount of 0,5 % of outstanding amount for each commenced day of delay. If the Client is in delay with any payment, the Provider is entitled to suspend or limit the provision of the Service until the full payment of the debt. For the period of suspension or limitation of provision of the Service, the Client is still obliged to pay the price in accordance with the delivered tax documents. Repeated delay in payment on the side of the Client is considered as a substantial breach of the Agreement.
8.4. By agreeing to the Terms & Conditions when making a purchase, you automatically sign up for an auto-renewal of your subscription. Your subscription will be automatically renewed at the end of each subscription term based on the subscription period you chose during your purchase. You will be charged the rate stated at the time of purchase (plus applicable taxes, such as value-added tax when the stated rate doesn’t include VAT) at the beginning of each billing term of your subscription via the billing method you have provided to us. Please ensure that your billing information is correct to prevent your subscription from lapsing.
By purchasing a Subscription, you agree to the foregoing subscription charges being charged to the card on file on a recurring basis until you cancel the Subscription. Subscriptions are continuous and automatically renew unless you cancel or we terminate your account. To cancel your subscription, please send an email with the subject "Cancel subscription auto-renewal" to firstname.lastname@example.org
Prices and terms for subscriptions may change at any time. The price and terms in place when you made your initial purchase or when your subscription last renewed will stay in effect for the duration of that subscription period, but new prices and terms may apply to renewals or new subscriptions. Easy Software Ltd. will give you reasonable notice of any change in price or terms before they go into effect. If you do not want to renew your subscription under these new prices or terms, you may cancel your subscription as described above.
9. Rights and obligations of the Provider
9.1. The Provider is entitled to make any changes of the Service or to its extent. In such case the Provider shall inform the Client through the web interface related to the provided Service. The Client is entitled to terminate the Agreement in case of unilateral changes to these T&C, which the Client refuses, if agreed in the Agreement.
9.2. The Provider commits to take all steps within his technical possibilities to ensure that the Service is functional and available, if the Client meets basic system requirements for the Services listed in the Product specification or on the relevant web portal. If a non-standard situation related to the functionality of the Service occurs, the Provider shall proceed in particular in accordance with the Agreement.
9.3. If the Client detects any problem related to the speed of the Service or its availability, he is obliged to immediately report this incident to the Provider via e-mail specified tin the Product specification or by phone through contacts available to accelerate the problem solving process. The Client takes into consideration that there may be events beyond control of the Provider, which may influence the functionality or availability of the Service to the User (such as internet connection malfunction on the side of the Client, natural disaster, DOS or DNS attacks on technical equipment of the Provider and others). The Provider does not bear any responsibility for damages that occurs in connection with such events to the Client.
9.4. The Client takes into consideration and agrees that the Provider may for serious reasons temporarily cease to provide the Service, especially in cases such as to prevent cybernetic attacks, if necessary, or in case of serious malfunction of the Service, which needs to be resolved by necessary shutdown. Notification informing about interruption of the provision of the Service must be send to the Client as soon as possible. The Provider is obligated to create adequate operational and safety measures to minimize potential malfunctions or limited or full unavailability of the Service.
9.5. The Provider undertakes that he is not entitled to provide the content of user data to any third party. Furthermore, the Provider agrees to that he is not entitled to edit, censor or monitor any user content.
9.6. The Parties agreed upon that the Provider does not acquire ownership right to the Client´s data. The Client is solely responsible for the content of data stored on the Client’s server or on the Provider’s server.
10. Rights and obligations of the Client
10.1. The Client shall not use the Service in conflict with generally binding legal regulations.
10.2. To gain access to the Service, the Provider may request some identification data and additional information from the Client. The Client shall provide true, accurate and current information.
10.3. Upon request of the Provider, the Client shall provide necessary cooperation while fixing malfunctions or making adjustments of Service.
10.4. The Client shall use the API interface provided by the Provider only when accessing the Service through the web interface by the third party applications or services. The Client shall not use or access Service in other automated manner, such as through scripts, bots, web crawlers, etc. for Services provided through the web interface.
10.5. The Client shall store the access details to Service in secret, the Client is obliged not to tell or enable access to them to any another person, or in any other way enable access to his User Account to any third party. The Client is also obliged to secure his technical equipment in the reasonably required extent in order to minimize the risk of misuse of access details to the User Account.
10.6. Should the Client violate the obligations imposed in this paragraph, the Provider does not bear any liability for damages, that occurs to the Client, and the Client is solely responsible for damages, that occur to the Provider or third parties. Violation of these obligations, furthermore, establishes the right of the Provider to terminate this Agreement. If the Client discovers that there may be access to the Service to third parties due to the leakage of information about access to the Service, the Client shall report this fact to the Provider via e-mail.
10.7.The download of the software is available only for a specified period of time. After this period, the download account will be automatically disabled. The Provider will NOT provide the source files via an e-mail or any other channel, but only using the online account.
11. User Account
11.1. The Client may have one or more User Accounts. Each User Account can be used by one User only. The Client is not entitled to let the User Account set up for a third party, unless it is determined by the Agreement or by these T&C. The Client is not entitled to share the User Accounts among several Users. However, the Client has the right to transfer the unused User Account to the new User at any time.
11.2. In case of violation of art. 11.1. of these T&C, the Provider is entitled to immediately terminate the Agreement and the Client shall pay unjust enrichment to the Provider within 7 days after receipt of the Provider´s demand for payment.
12. User Account Administration
12.1. Each Client may choose one or more User Accounts, which will bear the Administrator rights. The Administrator may perform following operations:
- to add, edit and delete User Accounts and set up access rights to those accounts (such as access to the reports, files establishment etc.),
- to access all Client´s data regardless of the access settings of individual Users,
- to choose a different User Account that becomes the Administrator.
12.2. The Client bears full responsibility for using the Service by the Users, actions performed by these Users, and all data uploaded into the account of the Client. The Client shall ensure that all of his Users follow the provisions of these T&C.
13. Prohibited Conduct
13.1. The Client shall not upload, send or otherwise store content in the Service portal that may contain software virus or other files and programs that may destroy, damage or limit the functionality of the equipment of the Provider or other Clients. Furthermore, the Client is not entitled to upload the content to the Service, whose possession or distribution is illegal, content that illegally interferes with copyright of a third party or is part of a criminal activity, to distribute spam through the Service or to try to get access to the User Account of another Client or servers of the Provider. The violation of these obligations is considered as substantial and establishes the right of the Provider to terminate the Agreement and to require the Client to pay the contractual penalty in the amount EUR 10.000,- for each breach and furthermore any potential damage.
14. Termination of the Agreement
14.1. The contractual relationship ends by withdrawal from the Agreement, by expiration of agreed duration of the Agreement, by termination of a legal entity (the Provider or the Client) with liquidation, by termination of the Agreement or by agreement between the Parties.
14.2. If the Agreement is concluded for an indefinite period of time, the Client is entitled to terminated the Agreement without a reason at any time. The notice period is one month and begins on the first day of the calendar month following the delivery of the termination notice to the Provider.
14.3. The Provider is entitled to terminate the Agreement without a reason at any time. The notice period is three months and begins on the first day of the calendar month following the delivery of the termination notice to the Client.
14.4. The Client is entitled to terminate the Agreement in cases specified in art. 9.1. of these T&C.
14.5. Should the Client substantially or repeatedly violate his obligations resulting from these T&C or from the Agreement and fail to remedy this substantial and repeated violation within 14 days after the delivery date of the notice informing about that fact in the form of registered letter or from the date of sending the e-mail notification to the Client, the Provider is entitled to withdraw from the Agreement. The withdrawal is effective on the day following the receipt of the notice on withdrawal to the Client.
14.6. In case that the Client violates obligations resulting from these T&C or from the Agreement in particularly serious manner, the Provider is entitled to withdraw from and the Agreement and terminate the provision of the Service immediately after finding such a breach.
15. Limitation of the responsibility for the Service
15.1. The Parties agreed to that the total liability of the Provider for any claim made on basis of legal relationship arising from the Agreement and the estimated amount of damages shall not exceed and is limited to the amount equivalent of paid amount for provision of the Service in the previous calendar year. If the maximum damages under the preceding sentence cannot be determined, the maximum damages is limited to the current quarter year fee for specific Services subscribed and provided through the web interface.
15.2. The Provider is not responsible for indirect damages resulting from the provision of Services, such as for lost profits, loss of revenues, loss of data, financial or any indirect, special or consequential damages.In case of force majeure, Parties are quit of its obligations, based on the Agreement, and any non observance (overall or partial) or delay in the fulfilment of obligations imposed by this Agreement, will not be considered violation of the Agreement. For the purpose hereof force majeure shall mean any circumstances where liability is excluded in accordance with Czech law, including, but not limited to natural disaster, war, change of the political situation that precludes or inappropriately impedes the performance of the rights and obligations hereunder or any other similar reason, event or fact.
15.3. By concluding the Agreement, the Client takes into consideration that even with the Provider’s best effort, it is possible that a short–term unavailability of the Service may occur, which is caused by circumstances outside of the Provider’s sphere of influence (e.g. internet connection failure). The Client therefore agrees to and undertakes that all of his data stored within the Service will be backed up on another geographical location(s).
15.4. The Client uses the Service AS IS. Incompatibility with other software, hardware configuration or partial misfunctionality does NOT entitle the Client to cancel the order or get a refund.
16. The protection of personal data
16.1. The Client declares that he is aware of his legal obligations as an administrator of personal data of the Users and clients. Method and processing of personal data of these entities within the Service is determined by the Client. The Provider does not bear any responsibility for proper fulfilment of legal obligations of the Client as a personal data administrator.
16.2. All data are collected by the Provider from the Client for the purpose of providing Service, improving its quality and sending commercial and marketing notifications only. If the Client is a natural person, the following data are collected: name, surname, billing address, e-mail, phone number, information on use of the Service.
16.3. All communication within the Service is encrypted by SSL protocol. The Client hereby declares that he considers this method of encrypting sufficiently safe.
16.4. The Provider undertakes that he will not provide any information specified by the Client during the registration of his User Account to any third party, unless the Client specifically agrees to it.
16.5. Clients data are stored in electronic systems of the Provider for the duration of the contractual relationship. After its termination the Provider stores data necessary for regulatory compliance only. The Client agrees that the Provider will use the name and the logo of the Client in the Provider’s clients list for and after the duration of the Agreement, unless otherwise agreed with the Client based on his brand guidelines or policy.
17. Final provisions
17.1. The Parties undertake to maintain confidentiality about any information that they learned during the contractual relationship under the Agreement.
17.2. The rights of the Client arising from the Agreement and these T&C may not be assigned without prior written consent of the Provider.
17.3. For avoidance of any doubt, the Parties explicitly confirm that they are entrepreneurs and that they conclude this Agreement within their business activity.
17.4. If any provision of this Agreement or these T&C is or becomes invalid, ineffective or unenforceable, such fact shall not affect the validity, enforceability or effectiveness of remaining provisions of the Agreement or these T&C. In such case the Parties are obliged to make every effort to conclude an amendment to the Agreement, by which the invalid, unenforceable or ineffective provision will be replaced by new provision corresponding to the purpose originally intended.
17.5. In case of any collision of the provisions of Quotation, Product specification, Service implementation specification, Support Service specification and T&C, the precedence of these documents will be:
(ii) Implementation Service specification,
(iii) Support Service specification,
(iv) Product specification
(vi) Public information
17.6. These T&C are governed by the law of Czech Republic, the member of the European Union. Any dispute arising in connection with or out of the performance or the interpretation of the Agreement, which the Parties cannot settle amicably, shall be finally settled by Czech arbitration body the Arbitration Court attached to Economic Chamber of the Czech Republic and Agrarian Chamber of the Czech Republic by three arbitrators appointed in accordance with the Rules of that Arbitration Court. Each Party shall nominate one arbitrator. Both arbitrators shall agree on the third arbitrator within 30 days. Should the two arbitrators fail, within the above time-limit, to reach the agreement on the third arbitrator, he shall be appointed by the Chairman of the Arbitration Court. The arbitral award shall be final and binding upon the Parties. The Parties hereby irrevocably commit not to challenge the enforcement of the arbitral award under any jurisdiction.
17.7. These T&C come into effect on 1. 7. 2017.