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1. Services
1.1 Access and Use. During the subscription period and subject to usage limitations, the customer may (a) access and use the service; and (b) copy and use the accompanying software and documentation as necessary to access and use the services, in each case for its internal business purposes and only if the customer complies with the terms of this agreement.
1.2 Service Level. If there is an SLA and the service does not meet the SLA, the provider will provide remedies defined in the SLA and will not be liable for any other remedies. Credits obtained under the SLA will only be applied to future invoices and will expire if the agreement terminates. In any case, if the services are temporarily unavailable due to scheduled maintenance, unscheduled emergency maintenance, or for other causes beyond the provider's reasonable control, SLA remedies will not be obtained. The provider will attempt to notify the customer prior to scheduled service interruptions via the services or by email.
1.3 Support. During the subscription period, the provider will provide technical support as described on the cover page, if any.
1.4 User Accounts. The customer is responsible for all actions on user accounts and for users' compliance with this agreement. The customer and users must protect the confidentiality of their passwords and login credentials. The customer will promptly notify the provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they are compromised.
1.5 Affiliates. If permitted on the cover page, individuals from the customer's affiliates may access the customer's account as users under the customer's agreement, and the customer will be responsible for its affiliates' compliance with this agreement. If a customer's affiliate enters into a separate cover page with the provider, the customer's affiliate creates a separate agreement between the provider and that affiliate, where the provider's liability to the affiliate is individual and separate from the customer, and the customer is not responsible for its affiliates' agreement.
1.6 Feedback and Usage Data. The customer may, but is not obligated to, provide feedback to the provider, in which case the customer provides the feedback "AS IS." The provider may freely use any feedback without any restrictions or obligations. Additionally, the provider may collect and analyze usage data and use it without restrictions or obligations to maintain, improve, and upgrade its products and services. However, the provider may share usage data with others only if the usage data is aggregated and does not identify the customer or users.
1.7 Customer Content. The provider may copy, display, modify, and use customer content only as necessary to provide and maintain the product and related offerings. The customer is responsible for the accuracy and content of the customer content.
2. Restrictions and Obligations
2.1 Customer Restrictions. (a) Except as expressly permitted by this agreement, the customer shall not (and shall not permit anyone else to): (i) disassemble, decompile, or attempt to discover the source code or underlying ideas or algorithms of the product (except to the extent prohibited by Applicable Laws); (ii) provide, sell, transfer, sublicense, lend, distribute, lease, or otherwise make available to others access to or use of the product; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the product; (v) perform security or vulnerability testing on, interfere with the operation of the product, cause degradation of the product, or circumvent access restrictions to the product; (vi) access accounts, information, data, or parts of the product for which the customer does not have express permission; (vii) use the product to develop a competing service or product; (viii) use the product for high-risk activities or activities prohibited by Applicable Laws; (ix) use the product to gain unauthorized access to others' networks or equipment; or (x) upload, submit, or otherwise make accessible to the product any customer content for which the customer and users do not have appropriate rights.(b) The customer's use of the product must comply with all documentation and, if any, with the acceptable use policy.
2.2 Suspension. If the customer (a) has an unpaid, undisputed balance on its account more than 30 days past the payment period; (b) violates Section
2.1 (Customer Restrictions); or (c) uses the product in violation of this agreement or in a manner that materially and negatively affects the product or others, the provider may suspend the customer's access to the product with or without notice. However, the provider will attempt to notify the customer prior to suspending the customer's account when practicable.
3. Professional ServicesThe provider will perform professional services as detailed on the cover page, if any, and the customer will reasonably cooperate with the provider to enable the performance of the professional services, including providing customer content as needed. The provider is not responsible for any inability to perform the professional services if the customer does not cooperate as reasonably required.
4. Privacy and Security
4.1 Personal Data. Before submitting personal data governed by GDPR, the customer must enter into a data processing agreement with the provider. If the parties have a DPA, the terms of the DPA will govern the rights and obligations of each party regarding personal data, and the terms of the DPA will prevail in case of any conflict with this agreement.
4.2 Prohibited Data. The customer shall not (and shall not permit anyone else to) submit prohibited data to the product unless permitted on the cover page.
4.3 Security. The provider will comply with the security policy, if any.
5. Payment and Taxes
5.1 Fees and Invoices. All fees are in euros and include tax. Except for the prorated refund of prepaid fees allowed by specific termination rights, fees are non-refundable. The provider will send invoices for fees related to the product once per billing period in advance, starting from the subscription start date. Invoices for professional services may be sent monthly during the performance of professional services unless the cover page includes a different frequency.
5.2 Payment. The customer will pay the provider the fees and taxes on each invoice in U.S. dollars within the payment period.
5.3 Taxes. The customer is responsible for all duties, taxes, and charges related to the fees, including sales, use, VAT, GST, or withholding tax, which the provider itemizes and includes in the invoice. However, the customer is not responsible for the provider's income taxes.
5.4 Payment Disputes. If the customer has a bona fide disagreement regarding amounts charged on an invoice, the customer must notify the provider of the dispute during the invoice's payment period and must timely pay all undisputed amounts. The parties will cooperate to resolve the dispute within 15 days after the end of the payment period. If a resolution is not reached, either party may pursue any remedies available under the agreement or applicable laws.
5.5 Free Trial Package allows access to all product functionalities with a limitation to one (1) user seat, up to 10 SMS messages during the trial period. Technical support for free trial users is not available. Registered free users can upgrade their package at any time.
5.6 Subscription Packages available for product use include 'Basic' and 'Premium'.
5.7 Basic Package priced at 27 euros per month includes up to 150 SMS messages and is limited to one (1) user seat. Support is available via email at support@etisia.com.
5.8 Premium Package priced at 77 euros per month allows up to 500 SMS messages with a limit of ten (10) user seats. Support is the same as in previous packages.
5.9 Subscription to packages is possible via the web address provided in the portal, and package activation is immediate upon registration, allowing immediate use of the paid version of the product.
5.10 Users receive an invoice for the selected subscription package electronically within minutes after registration. Payment is made via the Stripe platform; more information about the payment method is available on their website.
5.11 If a subscription user does not renew the subscription after the chosen period expires, access to the product's functionalities is automatically disabled without prior notice.
5.12 The provider reserves the right to disable access to the product and delete all user data in case of abuse of the subscription package, without the possibility of a refund.
6. Refund Policy
6.1 Right to Refund. Customers have the right to a full refund if the product or service does not meet the promised features or does not function as advertised. A refund can be requested within 30 days from the date of purchase.
6.2 Refund Procedure. To initiate the refund process, the customer must contact customer support at support@etisia.com stating the reason for the refund. Upon receiving the request, the provider will review the case and decide on the eligibility of the refund.
6.3 Exceptions. Refunds are not possible for services that have already been fully performed or for digital products that have been downloaded or activated by the user.
6.4 Processing the Refund. After the refund is approved, the amount will be returned to the original payment method within 14 days.
6.5 Disputes. In case of disagreements regarding refunds, customers can contact customer support or use the dispute resolution process described in the terms of use.
7. Duration and Termination of Agreement
7.1 Subscription Period. Each order form begins on the subscription start date, lasts for the subscription period, and automatically renews for additional subscription periods unless one party notifies the other of non-renewal before the non-renewal notice date.
7.2 Term of Agreement. This agreement begins on the effective date and lasts longer than one year or until all subscription periods end.
7.3 Termination. Either party may terminate this agreement if the other party (a) does not remedy a material breach of the agreement within 30 days after receiving a notice of breach; (b) materially breaches the agreement in a manner that cannot be remedied; (c) dissolves or ceases to conduct business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes a debtor in insolvency, bankruptcy, or reorganization proceedings that last more than 60 days. Additionally, either party may terminate the affected order form if a force majeure event prevents substantial operation of the product for 30 or more consecutive days, and the provider will refund the customer a proportional part of prepaid fees for the remaining subscription period. The party must notify the other of the reason for termination.
7.4 Effects of Termination. Termination of the agreement automatically terminates all order forms. Upon expiration or termination:(a) The customer will no longer have the right to use the product, technical support, or professional services.(b) Upon the customer's request, the provider will delete the customer's content within 60 days.(c) Each recipient will return or destroy the discloser's confidential information in its possession or control.(d) The provider will submit a final invoice for any unpaid fees incurred before termination, and the customer will pay the invoice in accordance with Section 5 (Payment and Taxes).
7.5 Survival of Rights after Termination.(a) The following sections remain in effect after termination or expiration of the agreement: Section 1.6 (Feedback and Usage Data), Section 2.1 (Customer Restrictions), Section 5 (Payment and Taxes) for fees that were due or payable before expiration or termination, Section 6.4 (Effects of Termination), Section 6.5 (Survival of Rights), Section 7 (Representations and Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Insurance) for the time period specified in the agreement, Section 12 (Confidentiality), Section 13 (Reservation of Rights), Section 14 (General Terms), Section 15 (Definitions), and parts of the cover page to which these sections relate.(b) Each recipient may retain the discloser's confidential information in accordance with its standard backup or data retention procedures maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 4 (Privacy and Security) and Section 12 (Confidentiality) continue to apply to the retained confidential information.
8. Representations and Warranties
8.1 Mutual. Each party represents and warrants to the other party that: (a) it has the legal power and authority to enter into this agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of its jurisdiction of origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights under this agreement; and (d) it will adhere to additional warranties.
8.2 From the Customer. The customer represents and warrants that it, all users, and anyone submitting customer content have all necessary rights to submit or make available the customer content in the product and to permit use of the customer content as described in the agreement.
8.3 From the Provider. The provider represents and warrants to the customer that (a) during the subscription period, it will not materially reduce the overall functionality of the services; and (b) it will perform professional services in a competent and professional manner.
8.4 Provider's Warranty Remedy. If the provider breaches the warranty in Section 8.3, the customer must notify the provider (with sufficient details for the provider to understand or reproduce the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details about the warranty issue, the provider will attempt to restore the overall functionality of the services or re-perform the professional services. If the provider cannot resolve the issue, the customer may terminate the affected order form, and the provider will refund the customer a proportional part of prepaid fees for the remaining subscription period. The provider's obligations to restore and re-perform and the customer's right to terminate are the customer's sole remedies if the provider fails to meet the warranties in Section 8.3.
9. Disclaimer of WarrantiesThe provider does not guarantee that the product will always be safe, secure, or error-free, or that it will operate without interruptions, delays, or imperfections. The warranties in Section 7.3 do not apply to any misuse or unauthorized modification of the product, nor to any product or service provided by someone other than the provider. Except for the warranties in Section 7, the provider and the customer disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
10. Limitation of Liability
10.1 Limitations of Liability. If there are enhanced claims, the total cumulative liability of each party for enhanced claims arising out of or related to this agreement will not exceed the enhanced cap amount. The total cumulative liability of each party for all other claims arising out of or related to this agreement will not exceed the general cap amount.
10.2 Waiver of Damages. The liability of each party for any claim or liability arising out of or related to this agreement will be limited to the maximum extent permitted by Applicable Laws. In no event will either party be liable to the other for lost profits or revenues or for consequential, special, indirect, exemplary, punitive, or incidental damages related to this agreement, even if the party is advised in advance of the possibility of such damages.
10.3 Exceptions. The limitations of liability in Section 10.1 and the waiver of damages in Section 10.2 do not apply to unlimited claims. The waiver of damages in Section 10.2 does not apply to enhanced claims.
10.4 All data and services provided by the provider within the product are available as they are. The provider does not guarantee their accuracy or usefulness for the customer's work or purpose.
10.5 The customer uses the product at their own risk.
10.6 The provider is not responsible for any direct or indirect damage that may occur to the customer due to the use of data and/or services of the product or due to possible errors, deficiencies, or inaccurate data that may be found in the product.
10.7 The operation of the product depends on the general functioning of the network. The provider will do everything in its power to ensure uninterrupted and smooth accessibility of the product. The provider commits to performing technical interventions on the product usually at night and during weekends. In case of other planned interruptions longer than two hours, the provider will notify users via the website https://etisia.com at least 2 days before the interruption.
10.8 The provider is not responsible for any direct or indirect damage or inconvenience that may occur to the user due to possible technical problems or interruptions of operation. The provider is also not responsible for any irregularities or illegalities that may arise due to inappropriate equipment or user behavior.
11. Confidentiality
11.1 Non-Use and Non-Disclosure. Unless otherwise permitted in the agreement, the recipient will (a) use the discloser's confidential information only to fulfill its obligations or exercise its rights under this agreement; and (b) not disclose the discloser's confidential information to anyone else. Additionally, the recipient will protect the discloser's confidential information with at least the same safeguards it uses for its similar information, but not less than a reasonable standard of care.
11.2 Exceptions. Confidential information does not include information that (a) the recipient knew without any confidentiality obligation before disclosure by the discloser; (b) is or becomes publicly known and generally available without the recipient's fault; (c) the recipient receives without a confidentiality obligation from someone else authorized to disclose it; or (d) the recipient independently develops without use of or reference to the discloser's confidential information.
11.3 Mandatory Disclosures. The recipient may disclose the discloser's confidential information to the extent required by Applicable Laws, if not prohibited by Applicable Laws, and if the recipient provides the disclosing party reasonable prior notice of the required disclosure and reasonably cooperates, at the discloser's expense, with the discloser's efforts to obtain confidential treatment of the confidential information.
11.4 Permitted Disclosures. The recipient may disclose the discloser's confidential information to users, employees, consultants, contractors, and agents who each have a need to know the confidential information.
12. Reservation of Rights. Except for the limited license to copy and use software and documentation in Section 1.1 (Access and Use), the provider retains all rights, title, and interest in and to the product, whether developed before or after the effective date. Except for the limited rights in Section 1.7 (Customer Content), the customer retains all rights, title, and interest in and to the customer content.
13. General Terms
13.1 Entire Agreement. This agreement is the sole agreement between the parties about its subject matter and supersedes all prior or contemporaneous statements (whether written or not) about its subject matter. The provider expressly rejects any terms included in the customer's purchase order or similar document that may be used only for accounting or administrative purposes.
13.2 Amendments, Severability, and Waivers. Any waiver, modification, or amendment of this agreement must be in writing and signed or electronically accepted by each party. However, the provider may update technical support, SLA, security policy, or acceptable use policy by giving the customer 30 days' prior notice. During the 30-day notice period, the customer may terminate the agreement or affected order form upon notice if the update constitutes a material reduction from the previous version, and the provider cannot reasonably restore the previous version or a comparable alternative. If any part of this agreement is declared invalid or unenforceable by a competent court or authority, the remaining terms of this agreement will remain in full force and effect. A party's failure to enforce a term or exercise an option or right under this agreement does not constitute a waiver by that party of the term, option, or right.
13.3 Governing Law and Selected Courts. The governing law will govern all interpretations and disputes related to this agreement, regardless of its conflict of laws provisions. The parties will bring any legal actions, proceedings, or suits related to this agreement in the selected courts, and each party irrevocably consents to the exclusive jurisdiction of the selected courts.
13.4 Injunctive Relief. Despite Section 12.3 (Governing Law and Selected Courts), a breach of Section 10 (Confidentiality) or a violation of a party's intellectual rights may cause irreparable harm for which monetary damages may not be adequate compensation. Consequently, upon an actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any competent court without the need for posting a bond and without limiting its other rights or remedies.
13.5 Non-Exclusive Remedies. Unless the agreement specifies an exclusive remedy, seeking or enforcing a remedy does not limit other rights or remedies available to a party.
13.6 Assignment. Neither party may assign any rights or obligations under this agreement without the other party's prior written consent. However, either party may assign this agreement by notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all of its equity, business, or assets to which this agreement relates. Any attempted but not permitted assignment is void. This agreement will bind and benefit the parties and their permitted successors and assigns.
13.7 Public Announcement. Neither party may publicly announce the existence of this agreement without the other party's prior written consent.
13.8 Notices. Any notice, request, or approval related to the agreement must be in writing and sent to the notice address. Notices are considered given (a) upon confirmed delivery if sent by email, registered, or personally delivered; or (b) two days after sending if sent via commercial overnight delivery.
13.9 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
13.10 No Third-Party Beneficiaries. This agreement cannot be enforced by third parties.
13.11 Force Majeure. Neither party will be liable for delays or failure to perform its obligations under this agreement if caused by a force majeure event. However, this section does not excuse the customer's obligations to pay fees.
13.12 Anti-Corruption. Neither party will perform any act that would be a violation of Applicable Laws prohibiting the offering, giving, promising to give, or receiving, directly or indirectly, money or anything of value to a third party to assist the provider or customer in obtaining or retaining business.
13.13 Headings and Interpretation. Section headings are for convenience and reference only. All uses of the terms "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this agreement.
14. Definitions
14.1 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means owning more than fifty percent (50%) of the voting shares or other ownership interest.
14.2 "Agreement" means these standard terms together with cover pages between the provider and the customer that include or reference a single set of key terms and policies and the documents referenced or attached to those cover pages.
14.3 "Applicable Data Protection Laws" means applicable laws that govern how the cloud service may process or use an individual's personal data, personal information, personally identifiable information, or similar term.
14.4 "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of the relevant governmental authority that apply to or govern the provider or the customer.
14.5 "Cloud Service" means the product described in the order form.
14.6 "Confidential Information" means information in any form disclosed or on behalf of the discloser in connection with this agreement, including before the effective date, to the recipient that (a) the discloser marks as "confidential," "proprietary," or similar; or (b) should reasonably be understood to be confidential or proprietary due to its nature and circumstances of disclosure. Confidential information includes the existence of this agreement and information on any cover page. The customer's confidential information includes unpublished customer content, and the provider's confidential information includes unpublished information about the product.
14.7 "Cover Page" means a document signed or electronically accepted by the parties that includes these standard terms, identifies the provider and the customer, and may include an order form, key terms, or both.
14.8 "Covered Claim" means either a provider-covered claim or a customer-covered claim.
14.9 "Customer Content" means data, information, or materials submitted by the customer or users in or in connection with the product, but does not include feedback.
14.10 "Discloser" means a party to this agreement when the party provides or discloses confidential information to the other party.
14.11 "Documentation" means user guides and instructional materials for the cloud service or software provided by the provider.
14.12 "Feedback" means suggestions, feedback, or comments about the product or related offerings.
14.13 "Force Majeure Event" means an unforeseen event beyond the reasonable control of the affected party, where the affected party has taken reasonable measures to avoid or mitigate the event's effects. Examples include an unforeseen natural disaster such as a major earthquake, war, pandemic, civil unrest, terrorist act, or failure of a utility or the internet.
14.14 "GDPR" means the European Union Regulation 2016/679, as implemented by local law in the relevant member states of the European Union and in accordance with Section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 in the United Kingdom.
14.15 "High-Risk Activity" means any situation where the use or failure of the product could reasonably be expected to lead to death, personal injury, or environmental damage. Examples include fully or partially autonomous vehicle technology, medical life-support technology, emergency services, operation of nuclear facilities, and air traffic control.
14.16 "Indemnifying Party" means a party to this agreement when the party provides protection for a specific covered claim.
14.17 "Key Terms" means a part of the cover page that includes key legal details and definitions for this agreement not defined in the standard terms. Key terms may include similarities about covered claims, specify the governing law, or contain other details about this agreement.
14.18 "Order Form" means a part of the cover page that includes key business details and definitions for this agreement not defined in the standard terms. The order form may include details about the level of access and use of the cloud service, the nature and timing of professional services, the scope of technical support, or other details about the product.
14.19 "Personal Data" has the meaning(s) given in applicable data protection laws for personal data, personal information, personally identifiable information, or other similar terms.
14.20 "Product" means the cloud service, software, and documentation.
14.21 "Prohibited Data" means (a) patient, medical, or other protected health information governed by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account numbers, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private numbers from government identification documents; (d) special categories of data as defined in GDPR; and (e) other similar categories of sensitive information as defined in applicable data protection laws.