TERMS & CONDITIONS
Last revision date: 1st of September, 2018
1.1 These Terms and Conditions (hereinafter – “Agreement”) govern your (hereinafter – “You” or “Customer”) use of the site bauwise.com including all related subdomains (hereinafter – “Site”) and online-based budget management & cost control software (hereinafter – “Software”) and its related services (hereinafter – “Software Services”) that are made available by Bauwise OÜ, registered under the laws of the Republic of Estonia, No. 14355899 (hereinafter – “Service Provider”). This is a legally binding contract between You and Service Provider.
1.2. By using the Site, submitting an online sign-up form available on the Site for subscription of the Customer (hereinafter – “Sign-up Form”) and/or using the Software and/or Software Services, you declare your acceptance to comply with all of the terms and conditions set out in this Agreement. Any changes, additions or deletions by You to this Agreement will not be accepted and will not be a part of this Agreement. If you do not agree to this Agreement and do not wish to be bound by these terms and conditions, you must not use this Site, either submit Sign-up Form, download, install or use the Software and/or Software Services.
1.3. Service provider, in its sole discretion, may modify or change this Agreement, including the content of the Site, Software and/or Software Services, at any time with or without a notice. You are obliged to read this document regularly, in order to make sure that Your use of the Site, Software and/or Software Services complies with this Agreement. Such changes and modifications of this Agreement shall be effective once they are published on the Site and may be followed up here: www.bauwise.com/terms-and-conditions. Your continued use of the Site and/or Software and/or Software Services constitutes Your consent to be bound by the changed or modified Agreement.
1.4. Service Provider reserves the right terminate account enabling to access and use the Software and/or Software Services (hereinafter – “User Account”) and terminate or suspend the performance of the Agreement at any time without any notice, once the breach of this Agreement is noticed and/or the Service Provider believes that Your particular actions and/or conduct is harmful for Service Provider’s business and/or other users and/or any other party as well as if it is required by a court order or competent regulatory body.
1.5. You warrant and represent that you have full capacity and authority to enter into this Agreement between You and Service Provider, or on behalf of another individual or entity, including a company that You may represent. You warrant that all data provided for registration to use the Software and/or Software Services is accurate and up-to-date and if any provided data becomes outdated or incorrect, will be immediately corrected by You. In case this Agreement is void due to Your lack or excess of authority, or You have registered on behalf of a non-existent individual or entity, You are obliged to undertake the performance of this Agreement personally.
2. OBJECT OF THE AGREEMENT
2.1. Upon timely and regular payment of defined fees and subject to continuous compliance with this Agreement, Service Provider hereby grants a Customer with a limited, non-exclusive, non-transferable license to access, install and use the Software during the period as defined in Section 3 of this Agreement (hereinafter – “Term of the Agreement”).
2.2. Service Provider undertakes to use commercially reasonable efforts to provide Customer with Software Services, including technical support and assistance via customer support portal (hereinafter – “Customer Support Portal”), through the Term of the Agreement and in accordance with the Customer’s chosen service plan available on the Site (hereinafter – “Service Plan”) and as described in Article 4.8. Service Provider may deliver the Software Services to Customer with the assistance of its affiliates, partners, consultants and/or agents.
2.3. The Site, Software, Software Services and/or any other related services are provided on “as is” and “as is available” basis.
3. TERM AND TERMINATION
3. 1. This Agreement comes into force on the moment when Customer starts using the Site, or is subscribed to the Software Services or obtains User Account or starts using the Software and/or Software Services (hereinafter – “Effective Date”) and will be valid for the period of its use or as specified in the Sign-up Form. Customer agrees and authorizes Service Provider to access its credit card and automatically charge for the use of Software and/or provided Software Services.
3. 2. Customer acknowledges that Software and/or Software Services and its content may only be used for its intended purpose and that Customer has no right to have access to the Software and/or Software Services and any of its content after the Agreement is no longer valid.
3. 3. Customer may terminate this Agreement by providing Service Provider with a written fifteen (15) days’ prior notice. Customer shall be charged for the amount of the fee for the month in which Software Services were terminated.
3. 4. Service Provider may terminate this Agreement by providing Customer with a written ninety (90) days’ prior notice.
3. 5. Customer reserves the right to terminate this Agreement immediately in case Customer does not agree with modifications and/or changes of the Agreement made by Service Provider’s sole discretion.
3. 6. Customer understands and agrees that in case of termination of this Agreement, Customer will receive no credit or refund for any payments made prior termination or exchange for any unused time on a subscription of Software and/or Software Services.
3. 7. Termination of this Agreement (for any reason) will not relieve a Customer from any obligation to pay fees or any other accrued amounts.
3. 8. All sections which by their nature should survive the expiration or termination of this Agreement shall be effective in full force.
3. 9. In case of termination of this Agreement, Customer will retrieve all data or copies from Software prior to the termination date.
3. 10. Upon termination of this Agreement, Customer acknowledges and agrees that Service Provider will delete all Customer’s data without ability to be recovered.
3. 11. Customer has a right to deactivation or full deletion of its User Account including all its content with a written fifteen (15) days prior notice to a Service Provider.
4.1. When entering into this Agreement and subscribing for the Software and/or Software Services, Customer agrees to all payable fees, rates and billing cycles.
4.2. Customer will be charged for the use of Software and/or provided Software Services under Software Service Plan on the last day of the month (hereinafter – “Billing Date”).
4.3. For other mutually agreed services (hereinafter – “Other Services”), Customer will be charged upon mutual agreement.
4.4. All payments shall be made by any electronic payment systems.
4.5. Service Provider will provide Customer with a billing statement each month for its settlement (hereinafter – “Invoice”). If Customer believes that there is an error on its Invoice, Customer is obliged to inform Service Provider about it within thirty (30) days from the Invoice issue date. If Service Provider has identified a billing error, it will be corrected within thirty (30) days. If Customer fails to inform Service Provider on any considered inaccuracy in its Invoice within the said time, Service Provider is released from all liability and claims of loss resulting from the error and won’t be required to correct the error or provide a refund.
4.6. In any circumstances, all amounts indicated in the Invoice have to be paid in full within seven (7) days of the Billing date.
4.7. Customer understands and agrees that if full amount for the use of Software and/or provided Software Services is not received by the Service Provider within seven (7) days of the Billing Date, a late payment of 2.5% may be added to an unpaid amount as well as the suspension or termination of the Agreement or the User Account without possibility to restore its data may be applied.
4.8. The use of Software and Software Services are divided as follow:
4.8.1. „Standard” plan which cost 99 EUR per one (1) active project per month; it includes: access to a secure cloud platform, data backup, email support & access to customer support portal, and for additional individually agreed payment optional integration with accounting / ERP system.
4.8.2. „Premium” plan which cost 125 EUR per one (1) active project per month; it includes: everything in “Standard” plan, plus phone support (8×5), 48 hours response time, and, if requested by the Customer, “one-way” integration with Customer’s accounting / ERP system (“one-way integration means that data will be gathered from Customer’s accounting / ERP system, but will not be sent back).
4.8.3. “Custom” plan is a tailored Customer services package for which the price would be established under an individual agreement, e.g. fixed price for unlimited active projects, additional security solutions and etc.
4.8.4. Other Services related to the use of the Software.
4.9. Customer will be charged for each active project in a current month, including when project have been activated, deactivated or deleted at the same month.
4.10. The prices stated for the Software Services in relation to chosen Service Plans excludes all applicable taxes and currency exchange settlements.
4.11. Service Provider reserves the right to revise the Service Plans and fee rates for the use of Software and/or Software Services from time to time or on individual request basis, and will provide Customers with ninety (90) days notice of such change. The only remedy by the Customer, in case of disagreement on such changes, may be the termination of the Agreement without any claim for refund.
5. CUSTOMER’S UNDERTAKINGS AND LIABILITY
5.1. Customer undertakes to comply with all laws and all regulations when using the Site, Software and/or Software Services and warrants that the Site, Software and/or Software Services will be used only for legal purposes. Customer is solely responsible for its own actions in case of its illegal conduct. It includes, but not limits, all and any information such as texts, images, videos or any other material that Customer uploads and/or enters into the Software.
5.2. When entering into this Agreement, Customer becomes liable for the performance of this Agreement and in case the access to the Software and/or Software Services by the Customer is given to other party (-ies) (employees or other end-users), Customer remains liable and responsible for its obligations under this Agreement. Furthermore, Customer undertakes to ensure that any other party enabled to access the Software and/or Software Services, will act according to this Agreement and for the benefit of the Service Provider.
5.3. Customer shall be solely responsible for the activities under its User Account, including for maintaining the confidentiality of its username and password as well as for the consequences of the use or misuse of such username and password. Customer is obliged to notify the Service Provider immediately for any breach of security or unauthorized use of the User Account or of any other inappropriate or suspicious activity under the User Account.
5.4. If Customer, in case of use of Free Plan, does not login into its User Account for more than ninety (90) days since subscription, Service Provider reserves the right automatically without any notice to suspend or even delete User’s Account without possibility to restore its data.
6.1. Service Provider makes no warranty that the Site, Software and/or Software Services will be available at all time, uninterrupted, error free, or free of viruses or other harmful components.
6.2. Customer understands and acknowledges that (i) Site, Software and Software Services has not been designed to meet its individual needs or requirements; (ii) Site, Software and/or Software Services may from time to time be interrupted by technical errors or problems, and Service Provider is not liable for any disruption or loss Customer may suffer as a result; and (iii) the use of the Site, Software and/or Software Services is at the Customer’s own risk.
6.3. Customer undertakes to be solely responsible for its data and content stored on the Software.
7. LIMITATION OF LIABILITY
7.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER OR ITS EMPLOYEES, AFFILIATES, CONTRACTORS, PARTNERS, AGENTS OR THEIR RESPECTIVE EMPLOYEES, AFFILIATES, CONTRACTORS, PARTNERS AND AGENTS HAVE ANY LIABILITY TO CUSTOMER FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF THE SITE OR SOFTWARE, OR SOFTWARE SERVICES OR CUSTOMER’S INABILITY TO USE THE SITE, SOFTWARE OR SOFTWARE SERVICES, OR ITS CONTENT, OR ANY OTHER SERVICES, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE SYSTEM FAILURE, LOSS OF DATA, OR LOSS OF USE RELATED TO THE SITE, SOFTWARE OR SOFTWARE SERVICES, OR ANY WEBSITE OPERATED BY ANY THIRD PARTY.
7.2. The above clause shall not prevent claims for direct financial loss suffered by the Customer due to the Service Provider’s illegal and intentional breach of this Agreement. However, the total liability of the Service Provider shall in no circumstances exceed the total amount payable or paid to Service Provider under this Agreement during the six (6) months prior to its termination.
8.1. Customer agrees to indemnify, defend, and hold harmless Service Provider, its employees, its affiliates, contractors, partners, agents and their respective, employees, affiliates, contractors, partners and agents from and against any lawsuits and/or claims asserted by any third party arising out of or due to: (i) Customer’s data; (ii) Customer’s breach of this Agreement; (iii) Customer’s use of the Site, Software and/or Software Services in violation of third party rights, including any intellectual property rights, or any applicable laws, or (iv) Customer’s misuse of the Site, Software and/or Software Services.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Customer acknowledges that all intellectual property rights related to Site, Software and Software Services belongs solely to Service Provider and they are reserved. Customer acknowledges its understanding that when entering into this Agreement, Customer acquires only the right to access and use the Site, Software and/or Software Services, but in no case acquire any right, title, or interest in any of the Service Provider’s intellectual property.
9.2. For the purpose of clarity, intellectual property shall mean all present and future rights in relation to copyright, trademarks, designs, patents, semiconductor and circuit layout rights, trade, business, company and domain names, know-how, confidential and other proprietary rights, and any other rights whether registered or not and whether created before or after the date of this Agreement.
9.3. Customer is prohibited to modify, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit, any of the content of the Site, Software and/or Software Services.
10. FORCE MAJEURE
10.1. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: natural disaster, bad weather, act of sabotage, embargo, strike, the suspension or delay of transport services, means of communication, internet or supply of raw materials, energy or components, governmental restrictions, legal or statutory modifications, or a tooling accident that temporarily or definitively renders the performance of the Agreement impossible.
10.2. The party claiming exemption from liability shall immediately notify the other Party in writing about the existence of force majeure, however, not later than within three (3) business days from the occurrence or discovery of the existence of force majeure and shall notify the anticipated time of performance of its obligations.
10.3. In the event such circumstances last longer than one (1) month, each of the parties has the right to terminate this Agreement. In this case, none of the Parties have right to claim for compensation for termination of this Agreement.
11.1. Each party of this Agreement agree to hold each other’s confidential information in strict confidence and not to make it available in any form to any third party or to use it for any purpose other than prior mutually agreed in written. The parties agree that in the event of use or disclosure by the other party for any purpose other than specifically provided in written mutual agreement, the non-disclosing party may terminate this Agreement without any prior notice.
11.2. The confidentiality obligations shall continue for a period of two (2) years after termination or expiration of the Agreement.
11.3. For the purpose of clarity, confidential information shall mean all non-public technical information and business information, programming, software code, software content, software, trade secrets, marketing strategies, documentation, data, financial information and any other information which in the circumstances of its disclosure could reasonably be viewed as confidential.
11.4. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by it or its employees, partners, contractors, affiliates or agents in violation of the terms of this Agreement or applicable law.
12. DATA PROTECTION
12.1. Service Provider understands and acknowledges the importance and sensitivity of personal data. Therefore, Service Provider collects the data which is only necessary to perform this Agreement, operate effectively and provide Customer with the best services.
12.2. By entering into this Agreement, Customer consent to Service Provider’s collection, use and disclosure of its provided data such as when creating a User Account, making payments or contacting Service Provider for support.
12.3. Service Provider undertakes to take all commercially reasonable and accessible measures to ensure that Customer’s data is processed securely and to protect Customer’s data from any illegal disclosure.
12.4. Service Provider does not undertake to access and monitor User Accounts, including the content stored on Software by the Customers, but may do it due to reasonable circumstances, such as to provide Customer with technical support, protect other users’ rights, prevent from any other harmful and/or illegal activities.
12.5. Service Provider undertakes to comply with the applicable data protection legislation and regulations when performing its obligations under this Agreement.
13. GOVERNING LAW
13.1. Agreement and all rights and obligations arising from this Agreement shall be governed by the laws of the Republic of Estonia.
13.2. Any controversy or dispute between the parties of this Agreement in connection with this Agreement shall be resolved by mutual agreement/negotiations. If the parties of this Agreement fail to reach the agreement, any dispute, controversy or requirements arising from the Agreement or related thereto, or any breach, termination or invalidity hereof unresolved by the parties’ mutual agreement, shall be resolved in compliance with the procedure prescribed by the laws of the Republic of Estonia before the courts of the Republic of Estonia.
14. CUSTOMER SUPPORT
14.1. Customer shall appoint up to two (2) representatives from its organization for the communication with Service Provider via phone and up to six (6) representatives for the communication with Service Provider via Customer Support Portal.
14.2. Customer support via email, Customer Support Portal and phone is available in English, Estonian and Lithuanian languages.
14.3. Customer support services are available Monday through Friday from 8:00 am to 5:00 pm (EEST) via phone provided on Site (with a Premium and Custom plans only), Customer Support Portal and/or via email at email@example.com
15. FINAL PROVISIONS
15.1. Paragraph headings and numberings are for convenience and shall have no effect on interpretation.
15.2. The Customer may not assign or otherwise transfer this Agreement or any rights or obligations hereunder. Any such transfer or assignment without prior mutual agreement shall be deemed void.
15.3. All other issues uncovered by this Agreement shall be governed by the legal acts of the Republic of Estonia and other relevant legal acts.