Terms of Use – Expired

These terms of use (the “Terms of Use”) contain the terms and conditions that govern your (the “Client’s”) access to and use of the Platform and the Services (as defined below). The Platform and the Services are offered to you subject to your acceptance, without modification (other than Special Conditions (as defined below)), of the Terms of Use.

When accepted by you, or otherwise in accordance with section 3.1 below, these Terms of Use form a legally binding contract (the “Contract”) between you and the Operator (as defined below).

Please read these Terms of Use carefully. By accepting these Terms of Use, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. If you do not agree to be bound by these Terms of Use, then please do not access or use the Platform and the Services.

1. DEFINITIONS

1.1 Special Conditions

The conditions by which the Terms of Use are specified, amended or supplemented by agreement of the Parties.

1.2 Operator

Scoro Software OÜ (registry code 10806081, address Endla 15, 10122 Tallinn, Estonia).

1.3 Information System

An integrated cloud solution for the provision of the Services, including applications, software, hardware, databases, interfaces, connected media, documentation, updates, version upgrades and other related components or materials.

1.4 Terms of Use

These standard terms of use of the Platform.

1.5 User

A natural person who uses the Platform in the name of and under the authorization of the Client.

1.6 User Account

The User profile connected to the Client Account for the use of the Platform, which is used to identify the User, provide personal access to the Services, and to change and save the settings.

1.7 Client Account

A profile connected to a specific Client for the use of the Platform used to identify the Client, provide the Users connected to the Client with access to the Services, and to change and save the settings.

1.8 Client

A person operating in the economic and professional activity who has entered into the Contract with the Operator.

1.9 Firm Account

A profile used to distinguish between and/or filter the information related to the Client’s different companies or departments within the Client Account (one or several).

1.10 Contract

An agreement on the use of the Platform concluded between the Operator and the Client in accordance with section 3 of the Terms of Use.

1.11 Party/Parties

In singular, either the Operator or the Client, depending on the context, in plural both.

1.12 Contents

The data, works and other materials added by the Users (video, photo, picture, drawing, text, etc.).

1.13 Platform

Additional Application, and the Information System as a whole.

1.14 Services

Any services provided to the Users under the Contract.

1.15 Additional Application

Software installed on the Client’s server or User device in order to synchronize information with the Client’s other solutions and systems, which functions with the corresponding Services.

1.16 Web Site

A collection of all domains (such as scoro.com, scoro.ee) and the web documents available via their subdomains (including pictures, videos, PHP and HTML files).

2. GENERAL PRINCIPLES

2.1 The Platform is an integrated software solution for the management of work organization, sales, and finances, and is aimed for use by persons operating in an economic and professional activity.

2.2 It is the responsibility of the Client and the Users to ensure that the Platform functions in accordance with their needs and the requirements arising from applicable laws.

2.3 In order to utilize the full functionality of the Platform, the Client must create a Client Account and, in certain instances, install the Additional Application onto its server and/or Users’ computers.

2.4 The Platform may only be used to the extent of and for the purposes of and aims for which the Platform functionality has been created and made available to Clients and Users, or for which the same type of technological solutions are usually used. The use shall be in accordance with the Terms of Use, the guidance, and instructions available in the Platform’s support environment, as well as good practice and the legal acts.

2.5 Neither the Client nor User may:

• use the Platform to commit or incite an offence;
• use the Platform to the extent that they do not agree with the Terms of Use applied to that part of the Platform;
• use the Platform to send advertising materials, spam mail and other Contents to other Users that is in contradiction with the requirements set out in the Terms of Use;
• use the Platform in any other illegal way;
• use the Services for the purposes of monitoring their availability or functionality, or for any other competitive purposes.

2.6 The Operator shall do anything reasonably expected from it to ensure that the Platform and Services are available for the Client, function securely, reflect the newest technological solutions and are comfortable to use. The Client understands and agrees that the Operator has the right to improve and enhance the technical structure, security, availability, and functionality of the Platform at any time. The Operator and Client may agree in the Special Conditions on the criteria for the reliability, availability, and security of the Platform.

2.7 The Client takes into consideration and agrees that the Operator may:

• impose restrictions on the use of some parts or functionalities of the Platform (for example, the necessary data capacity for the use of the Services, the speed of uploading the Contents, the volume of the Contents to be saved, etc.);
• suspend or terminate provision of the Platform and close any of its parts. In the latter case, the Operator shall submit a notice to the Client to terminate the Contract under the terms and conditions stated in clause 10.2. of the Terms of Use.
• refuse to offer or provide access to the Platform to any User.

3. ENTRY INTO CONTRACT

3.1 The Contract shall be deemed to be concluded when:

• the Client opens the confirmation link sent by the Operator by e-mail and clicks on the box “Create site” on the opened Web Site, thereby agreeing to the Terms of Use; or
• the Client and the Operator have signed the Contract document that contains a reference to the Terms of Use.

3.2 The Client shall thoroughly familiarize himself/herself/itself with the Terms of Use before entry into the Contract, and, upon the request of the Operator, confirm that they have done so. The Client shall ensure that its Users have also read through the Terms of Use thoroughly.
3.3 Upon concluding the Contract, the Client or its representative shall verify that:

• all the data and confirmations that he/she/it has submitted or given are accurate, correct, complete and relevant;
• he/she/it is a person with full active legal capacity (at least 18 years old) or he/she/it has an authorization from the legal representative to enter into the Contract and use the Platform and Services;
• he/she/it has all the rights and authorizations to enter into the Contract in the name of the Client, and use the Platform and Services.

3.4 The correctness of the above mentioned authorizations is assumed and the Operator shall not be obligated to, but may, verify them.
3.5 The Operator has the right to refuse to enter into the Contract with any person, even when the person has agreed to the Terms of Use.
3.6 The Terms of Use shall remain available for the Client and Users on the Web Site.

4. TERMS AND CONDITIONS OF THE CONTRACT

4.1 The Terms of Use are an inseparable part of the Contract. The Operator has the right to prescribe separate additional conditions on each Service (e.g., privacy policy, price packages and instruction manuals) that are deemed to be an integral part of the Terms of Use.
4.2 The Client and Operator may agree on Special Conditions in addition to the Terms of Use. The Special Conditions shall be submitted, at a minimum, in a format that can be reproduced in writing, and shall also be deemed an inseparable part of the Contract.
4.3 The communication of the Operator with Clients and Users shall take place in English unless agreed otherwise. The Contract and other documentation on the provision of Services are prepared in English. The Operator may make the translations of these documents available in other languages, in order to simplify understanding of the terms and conditions. In the case of any discrepancies between the English language version and a translation, the English language text shall prevail.
4.4 If a Client or User does not agree with the Terms of Use or any changes thereto, he/she/it shall have no right to use the Platform and such use must be terminated immediately.
4.5 The Operator has the right to unilaterally change the Terms of Use at any time, by publishing the new wording of the Terms of Use, together with the changes made, on the Web Site. The Operator may change the Terms of Use in the following cases:

• a change in valid legal acts or the interpretation thereof;
• a court decision or administrative act that obligates the Operator to change the Terms of Use has entered into force;
• modification or termination of a provision of a current Service, or the introduction of a new Service;
• significant changes in the technical structure or functionality of the Platform;
• suggestions and complaints from Clients and Users;
• a need to enhance data protection or other security measures;
• changes in the business model, work operation and/or authorizations of the Operator;
• technological developments that enable improvements to be made regarding usability, quality and security of the Platform and/or Services;
• other unforeseen circumstances under which amendment of the Terms of Use is reasonably justified or that could not have been considered by the Operator upon entry into force of the Terms of Use.

4.6 The Operator shall inform Clients of changes to the Terms of Use, on the Web Site and by a separate message to Clients’ contact information at least 14 days before their entry into force. If a Client does not agree with the changes, he/she/it shall have the right to terminate the Contract within the 14 days before the changes enter into force. If a Client continues using the Platform after the above-mentioned 14-day deadline has passed, he/she/it is deemed to have agreed with the changes to the Terms of Use.

5. CLIENT ACCOUNT AND USER ACCOUNT

5.1 Client and User Accounts are necessary to use the main functionality of the Platform. If a natural person is related to several Clients, a separate User Account is created for that natural person under each Client Account.
5.2 The User Accounts are administered by the Client, i.e. the Client has the right to create, change and deactivate User Accounts at its own discretion, incl. renewing the User Account passwords and the information about the User.
5.3 Upon each log-in to the Platform via its account, the User verifies that:

• all the data and confirmations that he/she/it has submitted or given are accurate, correct, complete and relevant;
• he/she/it is a person with full active legal capacity (at least 18 years old) or he/she/it has an authorization from the legal representative to enter into the Contract and use the Platform and Services;
• he/she/it has all the rights and authorizations to enter into the Contract in the name of the Client, and use the Platform and Services.

5.4 The correctness of the above mentioned authorizations is assumed and the Operator shall not be obligated to, but may, verify them.
5.5 Upon creation of an account, a Client and User shall be given a respective account name and password that enable them to log in to the Platform. The Client and Users shall keep their account name and password secret and prevent them from falling into the possession of third parties. The Operator also facilitates Client log in to the Platform via a unique Client or User link, in which case entering the account name and password will not be necessary. Clients can deactivate this option under the settings of their Client Account.
5.6 A Client or User shall immediately notify the Operator:

• of abuse of its account;
• of the loss of its password or its falling into the possession of third parties;
• a change in their position, resignation or any other reason why the User no longer has the right to use the Platform or Services in the name of the Client.

5.7 In the case stated in clause 5.6 of the Terms of Use, the Operator shall take all reasonable measures to renew the password, protect the account or delete it.
5.8 Client and User Accounts shall be valid without a term until their deletion or termination of the Contract. If a Client has requested that the Operator delete the Client Account, the Operator shall view it as termination of the Contract by the Client.

6. FEES & PAYMENT

6.1 The Operator has the right to prescribe fees for the use of the Platform by publishing the respective price packages on the Web Site. The Client shall choose the most suitable price package from among them, in order to use the Platform.
6.2 The Client is obliged to remunerate the Operator for using the Platform and the provided Services in accordance with the price package, add-ons and number of Client and User accounts selected by the Client.
6.3 Before selecting a priced package, a first-time Client shall have the right to try out the standard solution of the Platform free of charge for a trial period (14 days). The Operator shall not charge the Client for the trial period.
6.4 If the Client wishes to continue using the Platform under a price package after the end of the free trial period, he/she/it shall select a suitable package and make a prepayment for the next period, by the end of the trial period at the latest. If the Client has not done so, the Operator has the right to immediately close the Client Account and User Accounts upon the end of the trial period, incl. deleting all the uploaded Contents, and automatically terminate the Contract.
6.5 Payment under a price package shall take place on the principle of periodical prepayment, i.e., the Client pays in advance for each upcoming period (usually one calendar month) for the use of the Platform.
6.6 Before the end of each payment period, the Client is issued an invoice or payment request. The Client must make a payment by the due date indicated on the invoice or payment request.
6.7 If the Client is paying by credit card, the Client authorizes the Operator to charge their credit card or bank account for all fees payable for each payment period. The Client further authorizes the Operator to use a third party to process payments and consents to the disclosure of their payment information to such a third party.
6.8 If the Client is paying by invoice, the Operator will issue an invoice at the beginning of each billing period. All amounts invoiced are due and payable by the date marked on the invoice.
6.9 The Client can change its price package, activate add-ons and change the number of user accounts on the Platform. The change of fee due to these changes shall be reflected on the prepayment invoice issued to the Client for the next period. The possibilities of use enabled with the higher-priced packages shall enter into force immediately after the Client confirms the change of the package. The changes to lower-price packages shall enter into force at the beginning of the next period.
6.10 Already made prepayments will not be returned, including when:

• the Client has not used the Platform during the prepaid period, or has only done so partially;
• the Client changes the Platform price package;
• the Client terminates the Contract unilaterally, in accordance with the Terms of Use or under the law, without the Operator having breached the Contract;
• the Operator terminates the Contract unilaterally, in accordance with the Terms of Use or under the law.

6.11 If the Client fails to perform its obligation to pay for at least two weeks, the Operator has the right to restrict the Client’s access to the Platform and refuse to provide the Services. At that, the Operator also has the right to calculate fees also for the period in which the abovementioned restrictions apply towards the Client. The Operator shall notify the Client of implementation of the planned restrictions due to violation of the payment obligation to the Client’s e-mail address at least twice, with a minimum interval of 2 working days.
6.12 All fees are exclusive of taxes, which the Operator will charge where applicable.

7. CONTENTS

7.1 The Operator provides a content hosting and maintenance service to the Client via the Platform. The Contents shall be preserved in a server administered by the Operator or its service provider. Upon entry into the Contract, the Client agrees that the Contents are hosted and maintained in a server of the Operator or its service provider, gives the Operator the necessary rights (including a non-exclusive license regarding any Contents protected under intellectual property rights) and confirms that he/she/it has the right to do so.

7.2 The Operator shall take all the reasonably necessary security measures to protect the Contents from unauthorized persons and malware, and to ensure preservation of the Contents throughout the validity of the Contract. The Users can only access the Contents that the Client has made available to them on the Platform.

7.3 If the User adds Contents to the Platform, it shall ensure its accuracy, correctness, completeness, and relevance and its compliance with the Contract, good practice, and legal acts.

7.4 The User may not add any Contents to the Platform that contain viruses or other computer programmes and files that damage or otherwise disrupt the regular functioning of the Platform, or which are stored in the computers of the Operator or User, and disrupt or damage their normal functioning.

7.5 The Operator enables to formulate Contents on different standard document templates on the Platform, which are available in English and also other languages.

7.6 The Client and the User shall adhere to all applicable legal acts upon using the Platform. Among other things, it means that the User may not add Contents to the Platform if it does not have the permission of the respective person to do so or for the use of which he/she/it has no legislative grounds (e.g. Contents that are protected under intellectual property rights).

8. INTELLECTUAL PROPERTY

8.1 The Platform, the Web Site and any parts and elements thereof (including databases and software, business names, trademarks, business secrets, domain names, etc.) are and may be protected under the intellectual property rights that belong to the Operator, its employees or cooperation partners.

8.2 During the validity of the Contract, the Operator allows the Client and the Users to utilize the functionality of the Platform for its internal needs, in compliance with the Contract for the regular purpose for which the Platform is intended. The Operator does not give the Client or User any other licences or rights and the Client or the User shall not obtain intellectual property rights to the Platform or the Web Site.

8.3 The User or Client may not change, copy, duplicate, distribute, process, translate, make extracts of, transmit, add to other databases or make available to the public the Platform, the Website or their parts, or use the intellectual property rights concerning the Platform or Web Site in any other way without the prior written consent from the Operator. The Client and User also have no right to issue sublicenses for the use of the Platform, the Web Site or their parts, or create new intellectual property objects based on them. The Platform, the Web Site or any of their parts may not be sold, rented, licenced, interfaced with a system of the Client or third parties, or used by any programmes that overload or interfere with the work of the Platform or Web Site or distort the Contents, without the prior written consent from the Operator.

9. SUPPORT, MAINTENANCE AND DEVELOPMENT SERVICES

9.1 The Operator shall constantly renew the mechanisms that serve as the basis for the functioning of the Platform in order to provide high-quality Services to the Clients and Users. To achieve that objective, the Operator may change the Platform and its components from time to time, as well as change the requirements for the software and hardware required to use the Platform and the Services provided via that Platform. The Operator shall notify Clients and Users of the most important changes at least 14 days before they enter into force.

9.2 The Operator shall provide different helpful materials for the use of the Platform, available at the Web Site. In case there are any problems, questions or suggestions, the Clients and the Users can contact the Operator via the contacts indicated on the Web Site.

9.3 If the Client uses the Platform under a price package, the Operator shall ensure that the Client also receives all the version upgrades and updates in the technical solution of the Platform.

9.4 The Operator has the right to temporarily restrict access to the Platform if it is necessary for amending, maintaining or updating of the Platform, due to replacement, changing, or maintenance works done by third parties, and other cases that emerge from the legal acts or decisions of competent authorities. The Operator shall inform the Clients and Users of the planned maintenance works via the Platform at least 2 working days in advance. In order to disrupt the use of the Platform as little as possible, the Operator shall perform regular maintenance and/or development works on working days from 18:00-07:00 (CET), or on the weekends.

9.5 If errors or any other functioning flaws are found in the Platform that hinder the use of the Platform, the Operator shall do everything reasonably possible to eliminate these disturbances as soon as possible, but no later than 48 hours after receipt of the error message.

10. TERMINATION OF THE CONTRACT

10.1 The Client has the right to cancel the Contract at any time unilaterally without cause by informing the Operator thereof by e-mail or via the Platform.

10.2 The Operator has the right to cancel the Contract unilaterally without cause by informing the Client thereof by e-mail or via the Platform 30 days before the planned date of termination of the Contract. In that case, the Contract shall be deemed terminated after 30 days have passed from submission of the cancellation notice.

10.3 The Operator shall have the right to unilaterally cancel the Contract immediately, without prior notice, if:

• the Client has submitted false information about him/her/it;
• the Client has not used the Services continuously for at least a year;
• it becomes evident that the person who has used the Platform, Services, or Client Account in the name of the Client has no right of representation to act on behalf of the Client;
• bankruptcy or rehabilitation of the Client has been declared, or compulsory dissolution or liquidation has been initiated against the Client;
• the Client causes the Operator damage, either intentionally or due to gross negligence;
• other grounds specified in the Contract.

10.4 Either Party has the right to cancel the Contract without notice if the other Party violates the terms of this Contract and has not eliminated the violation within the additional reasonable period of time given.

10.5 Upon termination of the Contract, the Operator shall close the respective accounts and delete their Contents as soon as possible after the passing of 2 months, but no later than after 1 year has passed from the expiry of the Contract. If the Client notifies the Operator thereof within 2 months as of termination of the Contract, the Operator shall transfer to the Client a copy of the Contents in the Client Account, in a generally recognized format.

11. LEGAL REMEDIES OF THE OPERATOR

11.1 The Operator is not obligated to check the Contents uploaded by Users onto the Platform, nor User activities on the Platform. The Operator is also not obligated to monitor User activity, information or the Contents they add to or transfer via the Platform, store in cache memory, or save. At the same time, the Operator is obligated under the Information Society Services Act to inform competent supervisory agencies of possible illegal activity or of the information provided, and identify the Clients and Users to whom it is providing the service of data storage.

11.2 If a Client or User breaches the Contract, the good practice of the Platform, or the legislation, the Operator shall have the right to:

• eliminate the violation or unlawful Contents;
• request the elimination of the violation and require that the conduct or the Contents be brought into conformity with the Contract, good practice or legal acts;
• temporarily restrict the Client’s or User’s access to the Platform or any of its parts, including close the User Account temporarily;
• restrict the rights of use of the Client or User.

11.3 If the violation by the Client or User is repeated or material in some other way, the Operator has the right to:
permanently forbid the Client or User from using the respective part of the Platform or the Services, including to delete the User Account;
terminate the Contract without notice.

11.4 The Operator may restore the Contents that were removed from the Platform due to a complaint or re-establish access to them if the Operator is presented with convincing evidence of the compliance of the Contents to the Contract, good practice, or legal acts.

12. RESTRICTION OF LIABILITY

12.1 The Operator provides the Platform “as is”. In addition to what is clearly stated in the Terms of Use, the Operator does not give any additional promises to the Client or enter into commitments as to the specific functions available via the Platform, compliance with the law, usability for a special purpose, reliability, availability and suitability for the Client’s needs, except when the Parties have agreed otherwise.

12.2 If it is permitted under the applicable law, and to the extent thereof, the Operator shall not be liable before the Client or User for the loss of profit of, pure economic damage, or non-patrimonial damage, as well as other indirect, special, consequential, warning or punishing damages. The Operator shall also not be responsible for the damage and other consequences that have arisen due to the following reasons:

• the Web Site or Information System do not function in some web browsers;
• disputes have arisen between a Client(s) and a User(s);
• validity, performance, and legality of the transaction made with third parties by the Client or User via the Platform;
• adding of Contents to the Platform by a Client or User, which is not in compliance with or not used in compliance with the Contract, good practice or legislation;
• processing (by a Client or User) of personal data added to the Platform, if it is not in compliance with the Personal Data Protection Act;
• management of the User Accounts by a Client, including violations of law or breaches of the Terms of Use performed through the Client or User Accounts, regardless of whether the person is authorized to use the Client or User Account;
• changes that have taken place in legal acts and their interpretation, their impacts on the business activity of the Clients or Users, and reflection of the respective changes in the Platform, unless it is obligatory for the Operator under the legal acts or a court decision made regarding the Operator;
• force majeure and other faults and disturbances that the Operator cannot affect, which prevent the Client or the Users from using the Platform, the Web Site and/or Services (e.g., interruptions in the internet connection, etc.);
  errors, damages or settings in the Client’s or the User’s devices that are inappropriate for the use of the Platform or Web Site;
• delays, interruptions, or failures in the use of the Platform, the Web Site and/or the Services due to planned maintenance and/or development works;
• processing of data by third parties to whom the Operator submitted the information with the consent of the Client or User;
• if the Operator becomes aware of a violation of law that was performed using the Platform or is still on-going, it shall eliminate it or restrict access to it, or take other active measures to end the violation of law or remove the consequences;
• the use of legal remedies by the Operator and the damage caused due to that to the Client, the User or a third party, even if it becomes evident later that there was no violation;
• loss of the Client or User Account password or their falling into the possession of third parties, or their use by third parties;
• failures and shortcomings in the systems of third parties (e.g. Outlook, Dropbox, MailChimp, etc.) that influence the functioning and/or availability of the Platform and/or the Services.

13. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

13.1 This Contract is governed by the laws of Estonia.

13.2 If the Client is not satisfied with the activities of the Operator, it has the right to file a complaint to the Operator. The Operator shall make efforts to settle the disputes by means of negotiations. Other contractual disputes between a Client and the Operator shall also be sought to be settled by negotiations.

13.3 If the settlement of a complaint or other disputes by negotiation fails, it shall be resolved in Harju County Court in Estonia.