TERMS AND CONDITIONS FOR SCORIP
AMPLUS S.A. (the
“Provider”), acting with the business name “Scorip Scoring Performance” is a
company providing an online business management ‘’Software as a service’’
application, named SCORIP (the “Service”). SCORIP is designed for creating, managing,
and analysing business performance indicators.
The Provider is a
company registered in Greece, located at Kyprou Street 8, 14122, Heraklion Attikis.
+30 2106100020.
This is a legal document (the “Terms and Conditions”)
which sets out the rights and obligations of the Visitor/Customer and the
Provider, in relation to the use of the Website, the subscription to access and
use of the Service by the Customer, the purchase of a Licence, the access and
use of the Service by the Customer and/or the Users and the provision of the
Service by the Provider through the website scorip.com ( the “
Website”) The Terms and Conditions apply to the entire Website and they are
binding to the Visitor/Customer/Users.
By using the Website and or contacting the Provider
and/or taking out a subscription and/or purchasing a licence and/ or accessing
and using the Service, whether online or offline, you agree to comply and be
bound by all the provisions of the Agreement, which
consists of the Terms and Conditions, the entire content of the Website and any
terms embodied in a quotation given by the Provider to the Customer for the purchase
of a Licence in accordance with the Terms and Conditions, whether embodied in
these Terms and Conditions or displayed elsewhere on the Website. You also
agree to authorise the Provider to store and use information which you have
provided in accordance with our Privacy Policy or in accordance with the
provisions of the Agreement.
- DEFINITIONS
“Administrator Account” means an account created by
the Provider through which the Customer and/or its representatives and/or
employees will access and use the Service;
“Administrator” means the natural person, designated
by the Customer, as the authorized person to manage the Administrator Account;
“Business Day” means any weekday other than a bank or
public holiday in Greece;
“Business Hours” means the hours of 09:00 a.m. to 17:00
EEST on a Business Day;
“Customer” means the legal
entity to whom a Licence is granted by the Provider, in accordance with the
Terms and Conditions and/or the legal entity which contacts the Provider
through the Website and/or via e-mail;
“Customer Data” means all data, works, materials,
which the Customer uploads or stores on the Platform, transmitted by the
Platform at the instigation of the Customer, supplied by the Customer to the
Provider for uploading to, transmission by or storage on the Platform, or
generated by the Platform as a result of the access and/ or use of the Service
by the Customer;
“Customer’s Confidential Information” means:
(a) Any information disclosed by or on behalf of the
Customer to the Provider during the Licence Term (whether disclosed in writing,
orally or otherwise) that at the time of disclosure:
(i)
Was
marked or described as “confidential”; or
(ii)
Should
have been reasonably understood by the Provider to be confidential; and
(iii)
The
Customer Data.
“Customer Personal Data” means any Personal Data of the
Customer and/or the Users and which are processed by the Provider;
“Designated address” means the e-mail address provided
by the Customer to the Provider in the Online Form and/or in the Online Order
Form;
“Effective Date” means the date upon which the
Provider, following the payment of the Licence Fee by the Customer, creates an
Administrator Account for the Customer;
“Expiration Date” means the last calendar day of the
Licence Term, upon which the access and use to the Service by the Customer is
terminated;
“Intellectual Property Rights” means all intellectual
property rights wherever in the world, whether registrable or unregistrable,
registered or unregistered, including any application or right of application
of such rights (including copyright and related rights, database rights,
confidential information, trade secrets, know-how, business names, trade names,
trademarks, service marks, passing off rights, unfair competition rights,
patents and rights in designs);
“KPI data” means any data uploaded or inserted on the
Service by the Administrator and/or the Users during the use of the Service and
which relate to key performance indicators and/or any reports resulting from
the use of the Service by the Customer;
“Licence” means the permission granted by the Provider
to the Customer to access and use the Service, through the Website;
“Licence Fee” means an amount of money payable by the
Customer to the Provider, for the purchase of the Licence
“Licence Term” means the period during which the
Customer is granted permission by the Provider to access and use the Service;
“Online Form” means an online form other than the
Online Order Form, published on the Website by the Provider;
“Online Order Form” means an online form published on
the Website by the Provider, which the Customer must complete and submit to the
Provider, in order to purchase a Licence for the Basic Online Package;
“Parties” means the Provider and the Customer and
“Party” means either one of them
“Platform” means the platform managed and used by the
Provider to provide the Service, including the application and database
software for the Service, the system and server software used to provide the
Service and the computer hardware on which the application, database, system
and server software is installed;
“Provider’s address” means the e-mail address info@scorip.com.
“Subscription” means the submission of an Online Form
Order to the Provider by the Customer, through the Website;
“Terms and Conditions” means all the documentation
containing the provisions of the Agreement, namely the Online Order Form, the
main body of these Terms and Conditions, including the amendments to that
documentation from time to time and the content of any quotation given by the
Provider to the Customer;
“Users” means the person or persons who use the
Service, under the Licence of the Customer, in accordance with the provisions
of the Agreement;
“Voluntary Termination” means the termination of the
Licence by either party, before the Expiration Date;
“Voluntary Termination Date” means the calendar day on
which either Party notifies the other Party of its intention to terminate the
Licence, via e-mail;
- TYPES OF LICENCE AND PURCHASE PROCEDURE
2.1.
Licence
for Basic Online Package
A Customer purchasing a Licence for the Basic Online
Package, acquires access and use to the features of the Service, described on
the Website, under the title “Pricing”. To purchase a Licence for the Basic
Online Package, the Customer shall fill and submit an Online Order Form, which
is displayed under the title “Sign up” and pay the Licence Fee via bank
transfer. The Licence for the Basic Online Package is valid for 365 calendar
days, from the Effective Date.
2.2.
Licence
for Enterprise Package
A customer purchasing a Licence for the Enterprise
Package, acquires access and use of the Service, in accordance with the
provisions of a quotation of the Provider. To purchase a Licence for the
Enterprise Package, the Customer shall contact the Provider by pressing the
button “Contact Us”, displayed on the Website, under the title “Pricing” and by
submitting the form which will appear on the Website, after the press of the
button. On the specific form, the Customer shall specify its preferences. The
Provider shall send the Customer a quotation, to the Designated Address. If the
Customer wishes to purchase a Licence in accordance with the quotation of the
Provider, the Provider shall create an Administrator Account for the Customer,
as soon as the Customer pays the Licence Fee via bank transfer. The Provider
shall issue invoice and send it to the Customer in PDF format to the Designated
Address. The Licence for the Enterprise Package is valid for the period
specified on the quotation of the Provider.
2.3.
Additional
Features
The Customer may request to purchase a Licence, along
with additional features. In such case, the Customer shall contact the
Provider, to receive a quotation by the Provider for the provision of the
additional features. If the Customer accepts the Provider’s quotation, the
Provider shall make the additional features available as soon as the Customer
pays an additional fee specified in the Provider’s quotation, via bank transfer.
2.4.
14-days
Free Trial Licence
The Provider offers the Customer the opportunity to
try and evaluate the Service for a trial period of 14 calendar days, free of
charge and without commitment to purchase a licence at the end of the trial period.
During the trial period the Customer may access and use all the features of the
Service. The Free Trial Licence is only available to first- time Customers.
Each Customer can obtain a Free Trial Licence only for a single period of 14
calendar days. To obtain a Free Trial Licence, the Customer shall contact the
Provider by clicking on the “Contact us” button, which is displayed on the
Website.
2.5.
Upgrades and Downgrades:
(a) The Customer may change its subscription, by
upgrading or downgrading the Licence it opted to purchase, by increasing or
decreasing the features and facilities of the Service to which the Customer
will have access to and use, according to the specifications of the Licence. The
upgrade and/or downgrade is allowed only for variation of the features provided
within each package and the Customer is not allowed to upgrade or downgrade
from one type of Licence to another.
(b) If the Customer wishes to change the type of
Licence, it must terminate the Licence it has already purchased and proceed to
the purchase of a new one.
(c) If the Customer wishes to upgrade or downgrade the
Licence, it must contact the Provider, via email, specifying the type of
upgrade or downgrade it requests. The Provider shall notify the Customer,
whether its request is approved and in case of an upgrade, it will be effective
on the date or promptly after the payment of an additional Fee, determined by the
Provider, at its absolute discretion. In case of a downgrade, it will be
effective on the date or promptly after the approval of the Customer’s request.
(d)
In
case of a downgrade, the Provider will not be obliged to refund the Customer
for the part of the Licence Fee which the Customer paid and which corresponds
to the part of the Licence Term within which the Service is downgraded.
However, the Provider, at its absolute discretion, may issue a voucher for
discount and/or credit to be used at the next transaction of the Customer.
(e) If the Customer wishes to change the type of Licence
and for this reason it terminates the Licence, the Licence Fee that has been
paid by the Customer, will not be refundable by reimbursement of money. The
Provider may, at its absolute discretion issue a voucher to the Customer for an
amount corresponding to the part of the Licence Term, between the Termination Date
and the Expiration Date. Such voucher may be used by the Customer in future transactions,
and it will be valid for a period of 3 months from the expiration of the
Licence.
(f) In any case, the Provider may decline an upgrade or a
downgrade to the subscription, without having to give any reason for its
refusal.
(g) Any request for upgrades or downgrades, must be
submitted to the Provider via e-mail at the Provider’s Address or by submitting
an Online Form through the Contact Us button. The Provider shall respond within
reasonable time from the receipt of the request.
- PAYMENT
3.1.
A
valid bank transfer is required for the payment of the Licence Fee.
3.2.
The
method of payment is determined by the type of the purchased Licence, as
prescribed in Clause 2.
3.3.
The
service is billed in advance for the full Licence Term and is not refundable
(except where is so provided in the Terms and Conditions). An invoice will be sent
to the Customer’s e-mail address in PDF file, within 24 hours of payment.
3.4.
The
Licence Fee is determined by the type of the purchased Licence. The Licence Fee
must be fully paid in advance.
- LICENCE TERMS
4.1.
The
Provider shall grant the Customer a worldwide, non-exclusive Licence to access
and use the Service, only for internal business purposes of the Customer during
the Licence Term.
4.2.
The
Licence granted by the Provider to the Customer is subject to the following
limitations:
(a) The Service shall only be used by officers and
employees of the Customer.
(b) The Customer shall designate the Users, who will use
the Service under the Licence of the Customer and provide the Provider with the
necessary personal information of the Users. The Customer may change Users and
passwords, following the procedure set out therein. However, the Provider will
not monitor any changes in users, usernames and/or passwords made by the
Customer; and
(c) The Service must not be used at any point in time by
more Users, allowed by the Licence;
4.3.
To the
extend expressly permitted in the Agreement or required by law, the Licence
granted by the Provider to the Customer is subject to the following
prohibitions:
(a) The Customer shall not sub-license the rights to
access and use of the Service;
(b) The Customer shall not permit any unauthorized person/
persons to access and use the Service;
(c) The Customer shall not use the Service to provide
services to third parties;
(d) The Customer shall not publish and/or republish and/or
distribute and/or redistribute any content and/or material from the Service;
and
(e) The Customer shall not make any alteration to the
Platform, except as permitted by the Agreement;
4.4.
The
Customer shall not use the Service:
(a) In any way that is unlawful, illegal, fraudulent, or
harmful; or
(b) In connection with any unlawful, illegal, fraudulent
or harmful purpose or activity.
4.5.
The
Customer shall use reasonable endeavours, including reasonable security
measures relating to the Administrator Account access details, to ensure that
no unauthorised persons may gain access to Service using an Administrator
Account.
4.6.
The
Customer shall use the Service in accordance with Acceptable Use Policy and
must ensure that the Administrator and/or Users comply with Acceptable Use
Policy.
4.7.
The
Customer must not use the Service in any way that causes or may cause damage to
the Service or Platform or impairment of the availability or accessibility of
the Service.
4.8.
The
Customer has no right to access the software code (including object code,
intermediate code and source code) of the Platform, either during or after the Licence
Term.
4.9.
The Licence
is valid from the Effective Date and expires on the Expiration Date. The
Licence Term is calculated in calendar days, and it is determined by the type
of the purchased Licence.
4.10.
The
Provider shall send a notification to the Customer six weeks before the
expiration of the Licence, informing the Customer about the Expiration Date.
Similar notification will be sent by the Provider three weeks before the Expiration
Date.
4.11
The
Customer has the option to renew a Licence for the Online Basic Package through
an active Administrator Account by contacting the Provider. However, if the
Customer fails to renew its Licence before the Expiration Date, the Provider
may keep the Administrator’s Account inactive and store the last KPI data back-up
of the Customer, for a period of three months after the Expiration Date. Shall
the Customer purchase a Licence within the three months period, following the
Expiration Date, the Provider may reactivate the Administrator Account and make
available to the Customer the last stored KPI Data back-up, to be used by the
Customer under the new Licence. The Customer may pay the Licence Fee for the
renewal any time prior to the Expiration Date and not later than the Expiration
Date.
4.12
To
renew a Licence for the Enterprise Package, the Customer must contact the
Provider and request a quotation. The Provider will renew the Licence manually.
However, if the Customer fails to renew its Licence before the Expiration Date,
the Provider may keep the Administrator’s Account inactive and store the last KPI
data back-up of the Customer for a period of three months after the Expiration
Date. Shall the Customer purchase a Licence within the three months period,
following the Expiration Date, the Provider may reactivate the Administrator
Account and make available the last stored KPI data back-up to the Customer for
purposes of access and use of the Service under the new Licence.
- TERMINATION
5.1.
Automatic
Termination
The Licence will be automatically terminated on the
Expiration Date.
5.2.
Voluntary
Termination
Either Party may voluntarily terminate the Licence, at
any time before the Expiration Date, by giving written notice of termination to
the other party if:
(a) The other party commits any material breach of the Agreement,
and the breach is not remediable;
(b) The other party commits a material breach of the
Agreement and the breach is remediable but the other party fails to remedy the
breach within the period of 30 days following the giving of a written notice to
the other party requiring the breach to be remedied; or
(c) The other party persistently breaches the Agreement
(irrespective of whether such breaches collectively constitute a material
breach);
(d) The other party;
(i)
is dissolved and/or;
(ii)
ceases to conduct all (or substantially all)
of its business and/or;
(iii)
is or becomes unable to pay its debts as they
fall due;
(iv)
Convenes
a meeting or makes or proposes to make an arrangement or composition with its
creditors;
(v)
An
administrator, administrative receiver, liquidator, receiver, trustee, manager
or similar is appointed over any of the assets of the other party;
(vi)
Any
order is made for the winding up of the other party, or the other party passes
a resolution for its winding up (other than for the purpose of a solvent
company reorganisation where the resulting entity will assume all the
obligations of the other party under the Agreement);
5.3.
In
case of Voluntary Termination of the Licence by the Customer, without any
lawful cause or any of the reasons mentioned above, the Provider will be under
no obligation to refund the Customer for the part of the License Fee which
corresponds to the part of the License Term, which commences on the date of the
Voluntary Termination and ends on the Expiration Date. However, the Provider
has the discretion to issue a voucher for the value of this period, after a
specific request of the Customer. Such voucher will be redeemable within three
months of its issuance for the purchase of any type of Licence. The Provider
may decline such request, without having to give any reason.
5.4.
In
case of Voluntary Termination of the Licence by the Customer, for any of the
abovementioned reasons, the Provider shall refund the Customer for the part of
the Licence Fee which corresponds to the part of the Licence Term, which
commences on the date of the Voluntary Termination and ends on the Expiration
Date.
5.5.
In
case of Voluntary Termination of the Licence by the Provider, without any
lawful cause or any of the reasons mentioned, prior to the expiration of the
Licence Term, the Provider will refund the Customer for the part of the Licence
Fee which corresponds to the part of the Licence Term, which commences on the
date of the Voluntary Termination and ends on the Expiration Date.
6. PARTIES RIGHTS AND OBLIGATIONS
6.1.Provider’s
Obligations
(a) The Provider shall use all reasonable endeavours to
ensure that access to the Service is provided to the Customer, upon or promptly
following the Effective Date. The Customer acknowledges that in case of delay
in the performance of the Customer’s obligations, may result in delay in the
provision of access to the Service and that the Provider will not be liable for
such a delay.
(b) The Provider shall create an Administrator’s Account
for the Customer and shall provide the login details for that Account to the
Customer, on or promptly following the Effective Date.
(c) The Provider shall provide maintenance and technical
support services to the Customer during the Licence Term, in accordance with
the standards of skill and care reasonably expected from an average service
provider in the Provider’s industry. However, the Provider shall have no
obligation to provide support services in respect of any issue caused:
(i) By improper use of the Service by the Customer and/or
any Users accessing and using the Service on its behalf;
(ii) Any alteration to the Service made without the
Provider’s prior consent.
(d) The Customer may seek technical support from the
Provider by sending a request via e-mail at support@scorip.com or seek general information by sending a request via
email at info@scorip.com.
(e) Confidentiality obligations:
(i) The Provider shall keep the Customer Confidential
Information strictly confidential.
(ii) The Provider shall not disclose the Customer’s
Confidential Information to any person without the Customer’s prior written
consent.
(iii) The Provider shall use the same degree of care to
protect the Customer’s Confidential Information as the Provider uses to protect
the Provider’s own confidential information of a similar nature, being at least
a reasonable degree of care.
(iv) The Provider shall act in good faith, always in
relation to the Customer’s Confidential Information.
(v) The Provider may disclose the Customer’s Confidential
Information to the Provider’s officers, employees, professional advisers,
insurers, agents; and subcontractors who need to access the Customer’s
Confidential Information for the performance of their work with respect to the
Agreement and who are bound by a written confidentiality agreement.
(vi) The Provider is under no obligation to protect
Customer’s Confidential Information which:
(I)
It is
obtained by the Provider before it was disclosed by the Customer for the
performance of the Agreement;
(II)
It is
provided by a third party to the Provider in circumstances where the Provider
has not reason to believe that there has been a breach of a confidentiality
obligation of the Third Party;
(III)
It is
required to be disclosed by any law, regulation, court order or governmental
order;
6.2.
Customer’s
obligations
(a) The Customer agrees to access and use the Service in
accordance with the Licence Terms (Clause 4).
(b) The Customer agrees that any information or data
provided to the Provider in the course of the Agreement is accurate, true,
valid, updated and correct and that the Customer will promptly notify the
Provider for any variations, updates, rectifications of such data or
information that occurred after the provision of the data or information.
(c) The Customer agrees to access and use the Service in
accordance with the Terms and Conditions of this Agreement.
(d) The Customer agrees to provide the Provider such
access to the Customer’s computer hardware, software, networks and systems as
may the Provider reasonably request in order to enable the Provider to perform
it obligations under this Agreement. Additionally, the Customer, to enable the
Provider to perform its obligations under this Agreement, shall provide the
Provider:
(i) Co-operation, support and advice;
(ii) Information, documents and all necessary data;
(iii) Any necessary licences, permits or consents;
(e) The Customer agrees to access and use the Service in
accordance with the provisions of the Acceptable Use Policy, as set below:
(i) The Customer shall only authorize persons who are at
least 18 years of age to access and use the Service on its behalf.
(ii) The Customer shall not use the Service in any way that
cause or may cause any detriment, damage, malfunction, unavailability and/or
inaccessibility to the Service.
(iii) The Customer shall not use the Service in any way that
is illegal, fraudulent, unlawful, deceptive or harmful and/or shall not use the
Service for purposes which can be determined as unlawful, illegal, fraudulent
or harmful. Any content used by the Customer shall be in accordance with this Clause.
Particularly, any content:
(I)
Shall
not infringe any person’s legal rights and shall not be such as to give rise to
legal action against the Provider or person related in the course of this
Agreement with the Provider;
(II)
Shall
not be defamatory, libellous, maliciously false, obscene or indecent,
offensive, threatening, abusive, harassing, hateful or discriminatory and shall
not cause annoyance, inconvenience or needless anxiety;
(III)
Shall
not infringe intellectual property rights, copyright, moral right, database
right, trade mark rights, design rights e.t.c.;
(IV)
Shall
not infringe any confidentiality rights, rights of privacy or rights to
personal data protection;
(V)
Shall
not constitute negligent advice or contain negligent statement;
(VI)
Shall
not constitute instigation to commit a crime or promotion of criminal activity;
(VII)
Shall
not be in contempt of any Court or any court order;
(VIII)
Shall
not constitute breach of any legislation applicable in Greece, including
European Union legislation;
(IX)
Shall
not constitute a breach of official secrets;
(X)
Shall
not constitute breach of any contractual obligations owed to any person;
(XI)
Shall
not be the subject matter of any threatened or actual legal proceedings or
other similar complaint;
(XII)
Shall
be appropriately categorised with appropriate and informative titles;
(XIII)
Shall
not constitute or contain spam;
(XIV)
Shall
not contain or consist, any viruses, worms, spyware, adware, harmful or
malicious software, programmes, routines, applications or technologies that
will or may have a material negative effect upon the performance or impose
security risks to a computer.
(iv) The Customer shall not use the Service to store or
transmit spam, including illegal marketing communications, or use the Service
in any way which may result in the blacklisting of any IP addresses of the
Provider.
(v) The Customer shall not use the Service for purposes
relating to gambling, gaming, betting, lotteries, prize competitions or any
other gambling-related activity.
(vi) The Customer shall not use the Service for purposes or
activities relating to sale or distribution of drugs, pharmaceuticals, knives,
guns, or other weapons.
(vii)
The
Customer shall not scrap, mine, extract, harvest or otherwise collect any data
by means or in relation to the Service, unless otherwise provided in the
Agreement.
7. SUBCONTRACTING AND ASSIGNMENT
7.1. The Provider may subcontract any of its
obligations under the Agreement provided that, promptly after the appointment
of the subcontractor, the Provider notifies the Customer, accordingly,
identifying the subcontractor and specifying the subcontracted obligations.
7.2. The Provider will remain responsible for the
performance of the subcontracted obligations.
7.3. The Provider may assign, transfer or otherwise
deal with its contractual rights and obligations under this Agreement.
7.4. The Customer shall not assign, transfer or
otherwise deal with its contractual rights and obligations under this Agreement
without obtaining the Provider’s prior written consent. The Provider shall not
withhold or delay unreasonably such consent.
8. MAINTΕΝΑNCE
8.1. The Provider shall inform the Customer about
scheduled Maintenance Services, which may affect the availability of the
Service and/or have negative impact upon the Service. The Provider shall use
all reasonable endeavours to conduct the Maintenance outside Business Hours,
where possible.
8.2. The Provider shall notify the Customer about any
changes or updates to the Service and/or use and access to the Service, via
email sent to the Customer’s Designated Address. By purchasing a Licence, the Customer automatically
consents to the receipt of such notifications by the Provider.
9. MISCELLANEOUS
The Customer may extract data, data analytical reports
and statistical analysis reports from the Service, through the Administrator’s
Account only. Each User may extract only data he/she inserted individually on
the Service.
9. PERSONAL DATA
The Customer acknowledges that and consents to the
processing of its personal data, by the Provider according to the Provider’s
Privacy Policy.
10. INTELLECTUAL PROPERTY
The Provider owns the copyright, database and software
rights and all other Intellectual Property Rights to the Website, to the
content of the Website and the content of the Platform made accessible to the
Customer as part of or the whole of the Service.
The Provider’s name, the Websites and Provider’s Logo,
the products names are trademarks of the Provider and/or third parties and no
right or licence is granted to the Customer to use them.
The copying, redistributing, use or publication by the
Customer of any such Intellectual Property is strictly prohibited. The Customer
does not acquire ownership rights to any such Intellectual Property displayed
on the Website or made available through the Service and/or does not constitute
a waiver of any right to any such Intellectual Property.
Nothing in these Terms and Conditions shall operate as
to assign or transfer any Intellectual Property Rights from the Provider to the
Customer or from the Customer to the Provider.
Subject to any agreement of the parties to the
contrary, any Intellectual Property Rights that may arise out of the
performance of Provider’s obligation to provide the Customer access to the
Service, shall be exclusive property of the Provider.
11. WARRANTIES
11.1. The Provider warrants to the Customer that:
(a) The Provider has the legal right and authority to
enter into the Agreement and to perform its obligations under these Terms and
Conditions;
(b) The Provider will comply with all applicable legal and
regulatory requirements for the performance of its obligations under this
Agreement;
(c) The Provider has the required expertise and experience
to perform its obligations under this Agreement;
(d) The Service will be free of defects reasonably
forceable and detectable;
(e) The Provider will exercise reasonable care so that the
Platform is free from viruses, worms, Trojan horses, ransomware, spyware,
adware and other malicious software programs.
11.2. The
parties’ warranties and representations in respect of the subject matter of the
Agreement are expressly set out in these Terms and Conditions. To the maximum
extent permitted by applicable law, no other warranties or representations
concerning the subject matter of the Agreement will be implied into the
Agreement or any related contract.
12. AKNOWLEDGEMENTS AND WARRANTY LIMITATIONS
12.1. The Customer acknowledges that a complex
software is never wholly free from defects, errors, bugs, vulnerabilities and
subject to the other provisions of the Agreement, the Provider offers no
warranty or representation that the Service will be completely free form
defects, errors and bugs and/or that the Service will be completely secure.
12.2. The Customer acknowledges that the Provider does
not warrant that the Service will be compatible with any software or system.
12.3. The Customer acknowledges that the Service provides
tools to enable the Customer to evaluate, analyse and monitor its business
performance and it does not provide any kind of consultancy services, regarding
the improvement of the business performance. The Provider does not provide any
advice regarding legal, financial, accountancy or taxation. If the Customer
would like to buy consultancy services from the Provider, it shall contact the
Provider by sending a quotation request to the Providers Address.
12.4. The Customer acknowledges that the Provider does
not warrant or represent that the access and use of the Service by the Customer
will not give rise to any legal liability.
12.5. The Customer acknowledges that it is responsible
for all the use of the Service through their Accounts (Administrator’s and/or
Users) and that the Terms and Conditions apply to all usage of the Website, the
Accounts and the Service. The Provider will not be responsible το monitor
any changes in usernames, passwords and/or entries made by the Administrator
and/or the Users and the Customer acknowledges that it is its responsibility to
monitor and secure that the Accounts and the Service is not misused through the
Accounts assigned to the Customer under the Licence.
12.6. The Customer acknowledges that the Provider does
not undertake responsibility for any inaccuracies or mistakenness in
estimations, reports and/or analysis which may result from misuse of the
Service by the Administrator and/or the Users of the Service.
12.7. The Customer acknowledges that the Provider does
not undertake responsibility to examine the accuracy, validity, correctness of
any data entered by the Administrator and/or the Users on the Service and that any
estimations, reports and/or analysis resulting from the data entries will be
based solely on the data entries.
12.8. The Customer acknowledges that the Provider is
not responsible or liable in any way for data uploaded on the Service by the
Customer and/ or Users and has no duty to screen such material. However, the
Provider reserves the right, at all times, to determine whether such material
is appropriate and in compliance with the Agreement and may screen, move,
refuse, modify and/or remove material at any time, without prior notice and in
its sole discretion, if such material is found to be in violation of this
Agreement or otherwise inappropriate.
12.9. The Customer acknowledges that the use of the
Service may require compatible devices, Internet access and certain software;
may require periodic updates; and may be affected by the performance of these
factors and that it is its responsibility to meet these requirements.
12.10. The Customer acknowledges that if the use of
the Service or any behaviour related to the use of the Service, threatens the
Provider’s ability to provide the Service, whether intentionally or
unintentionally, the Provider is entitled to take all reasonable steps to
protect the Service, which may include suspension of the Customer access to the
Service. Repeated violations of the Acceptable Use Policy may result in
termination of the Customer’s Licence.
12.11. The Customer acknowledges that the Service or
any features or part thereof, may not be available in all languages or in all
countries and the Provider makes not representation that the Service or any
feature or part thereof, is appropriate or available for use in any particular location.
12.12. The Customer acknowledges that the Provider may
access the Accounts created for the Customer and their content, to diagnose a
problem. By seeking technical support from the Provider, the Customer impliedly
allows the Provider to access the Customers accounts, if necessary, to diagnose
and repair any problems or malfunctions of the Service. If the Customer
explicitly withholds its consent, the Customer acknowledges that the Provider will
have no responsibility for any failure on its part to diagnose and repair any
problem or malfunction that may occur to the Service.
13. LIMITATIONS AND
EXCLUSIONS OF LIABILITY
13.1. Whilst the
Provider will endeavour at all times to comply with it legal and contractual
obligations, it does not accept liability for any loss suffered by the Customer
as a result of any delay, mistake, error, omission, unavailability, failed
access, misrepresentation, misdescription, breach of contract, breach of duty
or other act or omission (unless fraudulent) however made or caused, which
constitutes more than a refund of any sum paid for the Service, the subject of
the claim or the waiver of any sum contractually payable by the Provider under
the Terms and Conditions in respect of the
subject of the claim.
13.2. The
Provider does not accept liability for any consequential economic or other
losses suffered by the Customer, whether resulting from misrepresentation,
misdescription, breach of contract, breach of duty or other act of omission
(unless fraudulent), however caused.
13.3. The Provider shall not be liable to the Customer
in respect of:
(a) Any loss arising out of a Force Majeure event
(b) Any loss of profits or anticipated savings
(c) Any loss of revenue or income
(d) Any loss of use or production
(e) Any loss of business, contracts or opportunities
(f) Any loss or corruption of any data, database or
software, provided that the Provider has fully complied with its obligations in
relation to the processing if the Customer data.
(g) Any special, indirect or consequential loss or damage
13.4.
The
Customer shall not be liable to the Provider in respect of any loss of profits
or anticipated savings, revenue or income, use or production, business,
contracts or opportunities, loss or corruption of any data, database or
software and/or any indirect or consequential loss, provided that the Customer
has fully complied with its obligations imposed on the Customer by this
Agreement and especially with the Terms and Conditions regarding the Acceptable
Use Policy.
13.5.
Nothing
in these Terms and Conditions shall
(a) Limit or exclude liability for death or personal
injury resulting from negligence;
(b) Limit or exclude any liability for fraud or fraudulent
misrepresentation;
(c) Limit or exclude liabilities in any way that is not allowed
under the applicable law;
13.6.
The
Provider shall not be liable for any loss or damage to the Customer’s data
stored by the Provider after the Expiration Date.
13.7.
The
Provider will keep a back-up of the entries made by the administrator and the
Users, weekly. The Provider shall not be liable for loss of entries to the
Service, due to any failure and/or malfunction of the Service and/or the
network and/or the software and/or the system, that might occur in the interval
of the back-ups. The Customer is responsible to extract KPI data daily to avoid
any loss of KPI data.
14. FORCE MAJEURE EVENT
14.1. Neither Party
shall have any liability for any delay, omission, failure or inadequate
performance of this Agreement (other than the obligation to make payment) which
is the result of circumstances beyond the reasonable control of either Party.
Where so affected in its performance of this Agreement, the Party will notify
the other Party as soon as reasonably possible.
14.2. A
Party that becomes aware of a Force Majeure Event which causes or which is
likely to cause any failure or delay in that Party performing any its obligation
under the Agreement, must:
(a) Promptly notify the other Party; and
(b) Inform the other Party of the period for which is
estimated that such failure or delay will continue;
14.3.
A Party
whose performance of its obligations under the Agreement is affected by a Force
Majeure Event must take reasonable steps to mitigate its effects.
15. INDEMNITIES:
15.1. The Customer agrees to defend, indemnify and hold the
Provider, its affiliates, subsidiaries, directors, officers, employees, agents,
partners, contractors, licensors, harmless from any claim or demand, including
reasonable legal fees, made by third party, relating to and/or arising from:
(a) Any content the Customer submits, posts, transmits or
otherwise makes available through the Service; (b) any use of the Service; (c)
any violation of the Agreement; (d) any action taken by the Provider as part of
its investigation of a suspected violation of the Agreement or as a result of
its finding or decision that a violation of the Agreement has occurred; (e) any
violation of third party’s rights by the Customer. This obligation shall
survive the termination of the Licence and/or termination the access and use of
the Service.
15.2. The Customer
agrees to comply with the Terms and Conditions of the Agreement and to defend,
indemnify and hold harmless the Provider from and against any and all claims
and demands arising from usage of their Accounts, whether such usage is
expressly authorized by the Customer or not.
16. NO WAIVERS
In case of breach of any Term and/or Condition of this
Agreement by either Party, the innocent Party shall not be considered to have
waived any of its rights arising from the breach, unless such waiver is given
in writing to the Party at fault.
No waiver regarding any breach of any Term and/or
Condition of this Agreement shall be construed as a further or continuing
waiver of any other breach of this term or any other term of the Agreement.
17. SEVERABILITY
Any Term or Condition of this Agreement which is
determined by any court or competent authority as void and/or voidable and/or
unlawful and/or unenforceable, shall not affect the validity of this Agreement
and the parties shall continue to be bound by the other provisions of the
Agreement.
18. THIRD PARTY RIGHTS
This Agreement is enforceable only by the Provider and
the Customer and no third party shall claim rights under this Agreement, unless
so stated in the Terms and Conditions.
19. VARIATION
The Provider may vary the Terms and Conditions of this
Agreement at any time within the Licence Term, provided that the Provider
notifies the Customer at least 30 calendar days prior to the date of the
intended variation. The Customer will have the right to terminate the Agreement
and claim a refund for the period of the Licence Term, commencing on the date
of Termination and ending on Expiration Date. The notice of Termination must be
given at least 14 calendar days prior to the date of the intended variation. If
the Customer fails to notify its intention to Terminate this Agreement,
pursuant to this provision, within the period, the Customer will be considered
to have accepted the variation and henceforth waived its right to terminate the
Agreement.
20. NOTICES
Any notice from one Party to the other Party under the
provisions of this Agreement must be given in writing and delivered via email
to the email addresses of the parties.
21. LAW AND JURISDICTION
This Agreement shall be governed by and construed in
accordance with the laws and regulations of Greece and any disputes arising
between the parties regarding the subject matter of this Agreement shall be
subject to the exclusive jurisdiction of the courts of Greece.
22. COMPLAINTS
The Customer will be deemed to have accepted the
quality of the Service within 5 days from the time the Provider grants the
Customer access to the Service, by opening an Administrator Account unless a
complaint in writing is made by the Customer to the Provider within the five-day
period.