These terms of service (‘Terms’ or “Agreement”) govern your company’s (hereinafter ‘Company’ or ‘You’) use of Taimer CRM and business management services provided on a software as a service basis (the ‘Service’), and licensed by Taimer Ltd (hereinafter ‘Taimer’).
PLEASE READ THESE TERMS AS THEY ARE PART OF A LEGALLY BINDING SERVICE AGREEMENT BETWEEN YOU AND TAIMER. BY CLICKING THE ‘ACCEPT’ BUTTON OR OTHERWISE ACCEPTING THESE TERMS THROUGH AN ORDER DOCUMENT THAT INCORPORATES THESE TERMS, EITHER DIRECTLY OR BY REFERENCE (SUCH ORDER DOCUMENT AND THESE TERMS JOINTLY THE ‘AGREEMENT’), YOU ACCEPT THESE TERMS AS A BINDING CONTRACT BETWEEN TAIMER AND THE COMPANY.
Taimer reserves the right to modify these Terms, at any time, by issuing a public notification in the Service at least thirty (30) calendar days prior to the effective date of such change.Your continued access or use of the Service shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes.If you disagree with changes to these Terms, your sole and exclusive remedy is to terminate the Agreement by a written notice given at latest fourteen (14) calendar days before the change in the Terms takes effect. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be Your agreement to the modified Terms.
GRANT OF LICENSE
Taimer grants to Company a personal, limited, revocable, non-exclusive, non-transferable, non-sublicenseable, non-assignable, worldwide right and license to access and use the Service solely for Your internal business operations, subject to the provisions of these Terms. The Service is licensed, not sold.
Company acknowledges that Taimer owns all right, title and interest to the Service which are protected by intellectual property rights.Other than the express rights granted in this agreement, Company shall not obtain or claim any intellectual property right in the Service.
You may allow your Users to use the Service for this purpose and you are responsible for your Users’ compliance with these Terms. In these terms, ‘Users’ means the permitted end users of Company for whom a personal user account has been created for the use of the Service subject to these Terms.
THIRD PARTY COMPONENTS
Company may purchase third party components to be bundled with the Service provided to Company. These additional components are licensed by third parties under their respective license terms or via the components in question (‘Third Party Components’). Available Third Party Components, described at are provided only as a convenience to the Company and are not endorsed by, or the responsibility of, Taimer. Company bears all risk in connection with the purchase of Third Party Components.Company acknowledges that the Third Party Components offered may change during the term of the Agreement and that Taimer shall have no liability with regard to Company’s selection, purchase or use of Third Party Components.Taimer also has no responsibility or liability to provide a specific Third Party Component for the full duration of the overall Agreement. Your use of the Third Party Components is subject to each component’s own license terms and Taimer accepts no liability whatsoever for any Third Party Components used in connection with the Service. Taimer’s sole responsibility with respect to Company’s claims regarding defects and disruptions in the Third Party Components shall be limited to passing on Company’s claim to the third party having licensed the said Third Party Component.
USE OF SERVICE
Company shall ensure that Company and Users use the Service in accordance with these Terms.Company accepts responsibility for each of its Users and shall be liable for each of its User’s conduct as its own. Company and Users will not, except as may be allowed by applicable mandatory law:
(a)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means (save that Company shall be entitled to download or display parts of the Service to the extent this is necessary for the Service’s normal operation); or
(b)attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Service’s source code or other source materials or any part thereof; or
(c)access all or any part of the Service in order to build a product or service which competes with the Service.
With respect to Users, Company undertakes that:
(a)Company is solely responsible for ensuring that Company and its Users comply with application laws and regulations;
(b)it will not allow any User credentials to be used by any person other than the respective User to whom the User credentials have been assigned;
(c)each User will keep a secure password for his or her use of the Service and that each User will keep his or her credentials confidential; and
(d)each User will comply with all terms and conditions governing the use of the Service.
If Company becomes aware of any unauthorized access to, or any other use of the Service in breach of these Terms, Company will promptly notify Taimer upon becoming aware of any such breach. Company will, at Taimer’s request and in accordance with Taimer’s instructions, including but not limited to changing the credentials (i.e., user names and passwords) of such Users as may be necessary or expedient in order to ensure the continued security of the Service. Taimer may also provide new credentials for the Users which credentials shall thereafter be used when accessing the Service.
Taimer may, without liability to Company or Users, and without prejudice to any other rights and remedies available to Taimer, disable Company’s or Users’ access to the Service in the event Company or a User fails to use the Service in compliance with these Terms or in a way that Taimer, in its sole discretion, decides may adversely impact the Service.
Taimer is entitled to audit Your use of the Service. You agree to cooperate with Taimer’s auditors and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within thirty (30) days of written notification any fees applicable to Your use of the Service in excess of Your rights. If You do not pay, Taimer can end Your and Users’ access to the Service and the Agreement between You and Taimer. You agree that Taimer will not be responsible for any of the costs You may incur in connection with the audit.
SERVICE PROVISION, AVAILABILITY
Taimer shall provide the Service with due professional skill and care in accordance with Taimer’s own methods and procedures. Taimer shall use reasonable efforts available to it to ensure that the Service conforms to Taimer’s service descriptionsas available at www.taimer.com from time to time. If the Service does not conform to the foregoing undertaking Taimer will, at its expense, use commercially reasonable and technically feasible efforts to correct such non-conformance promptly. Taimer’s efforts in correcting the non-conformance constitute Company’s sole and exclusive remedy for the non-conformity.
Taimer is entitled to deploy a new, updated or otherwise changed version of the Service at its discretion upon fourteen (14) days' prior notification and such notification shall be made available in the Service or by notice to Company. In the event Company does not agree to accept the new version, Company’s only recourse is to terminate this Agreement in accordance with fourteen (14) days’ prior written notice. Taimer shall not be required to give the aforementioned notice, and Company shall not have the aforementioned right to terminate the Agreement, for minor changes to the Service that do not materially affect Company’s use of the Service.
Taimer will use its reasonable efforts to provide the Service at all times without disruptions. Taimer does not, however, represent or warrant that use of the Service will be uninterrupted or error-free. Company acknowledges that Taimer is entitled to effect (i) planned maintenance breaks, and (ii) unscheduled maintenance breaks, provided that Taimer has used reasonable efforts to issue a public notice in the Service at least 24 hours in advance. Taimer is entitled to take the Service or parts thereof offline, when in its sole discretion there has been a serious threat to the security or integrity of the Service in which case, Taimer may keep the Service offline until such time as it can assure itself of the Service’s continued security and integrity. Taimer will use all reasonable efforts to resolve the situation quickly.
Company is solely responsible for procuring and maintaining all necessary network connections and telecommunications links for accessing and using the Service. In addition, Company shall be solely responsible for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to such network connections or telecommunications links or caused by the Internet.
BACKUPS AND DATA LOSS
Taimer makes backups from the data stored in the Service in accordance with its standard backup procedures. Company acknowledges that Taimer shall have no liability for the destruction of the content provided by Company or Users and processed in the Service (‘Content’) or any damage and costs incurred in consequence thereof, such as for the costs of recreating the files. With respect to loss of Content, Taimer’s sole liability is to make commercially reasonable efforts to recreate such Content.
The fees payable for the Service are specified in the applicable order document, or if not specified in the applicable order document, Timer’s general fee schedule. The service fees include all taxes and public charges set by government authorities, save for value added tax. Value added tax will be added to the prices in accordance with the applicable legislation and regulations. If there is a change in the amount or basis of any taxes or public charge set by a government authority either due to a change in the law or a change in taxation practice, the fees provided for under the Agreement will change accordingly.
The payment term is fourteen (14) calendar days net from the date of invoice. Interest on overdue payments shall accrue at a rate of 16% (sixteen per cent) per annum. Taimer may, without liability to Company and without prejudice to any other rights and remedies available to Taimer, disable Company’s or Users’ access to the Service if Taimer has not received due payment within seven (7) calendar days of a written notice thereof (and as long as the invoice(s) concerned remain unpaid). An additional cost of 7€ will be added to a Payment Reminder letter.
Taimer shall be entitled to change fees payable for the Service at any time upon a ninety (90) days' prior written notice to Company. In the event the Company does not agree to the change in fees, the Company’s only recourse shall be to terminate the Agreement by a written notice given at latest thirty (30) days before the changes in service fees take effect.
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights, including but not limited to copyrights (including the right to transfer the copyrights and the right to alter the works protected by the copyright), patents, utility models, registered or unregistered designs, trademarks, trade secrets and know-how, and other intellectual property rights, whether or not capable of registration, and applications of any of the foregoing, and title in the Service shall be the exclusive property of Taimer and/or its licensors. Any rights not expressly granted herein are reserved by Taimer.
Company represents and warrants that it has all necessary rights to the Content. All intellectual property rights and title in the Content shall be the exclusive property of Company and/or its licensors. Company grants Taimer a limited, worldwide, non-exclusive, royalty-free right and license to the Content as necessary for the provision of the Service for Company and Users. Taimer undertakes to maintain standard industry practices that are designed to keep the Content confidential.
In the event Company submits suggestions or improvements about the Service to Taimer, Company will grant to Taimer a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicenseable exclusive right and license to all intellectual property rights, other rights, title, and interest in and to such suggestions. Taimer will be entitled to use such suggestions without restrictions for any purpose and without compensation to Company.
Company shall indemnify, defend and hold harmless Taimer and its affiliates and licensors, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based on: (i) Company’s use of the Services in violation of applicable law or, this Agreement; or Company’s unauthorized access to or disruption of any service, data, account or network in connection with the use of the Services; (ii) any Content or Company data; or (iii) the alleged infringement or misappropriation of third party rights by Content or Company data.If Taimer is obligated to respond to a compulsory legal order or process described herein, Company shall also reimburse Taimer for reasonable attorneys’ fees and costs and shall pay Taimer on a time and material basis for time and materials spent.
Taimer shall indemnify, defend and hold harmless Company and its affiliates, and each of its respective officers, directors, employees, agents, independent contractors, successors and assigns from and against liability for any third party claims based upon the Service infringing or misappropriating any copyright of such third party.The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) a claim made by Company or Users or any of its affiliates; (ii) Content or use of a Third Party Component in conjunction with the Service; (iii) the use of the Service in conjunction with any other third-party software package or service for which Company has not obtained Taimer’s formal written approval; (v) Company’s use of other than the most current, unaltered patch, update or upgrade to the Service available from Taimer, if such claim would have been avoided by Company's use of such patch, update or upgrade; (vi) Company’s violation of this Agreement; or (vii) ) the use of non-Taimer software.
Process for Indemnification.The indemnified party shall promptly notify the indemnifying party of any claim, but the indemnified party’s failure to promptly notify the indemnifying party will only affect the indemnifying party’s obligations to the extent that the indemnified party’s failure prejudices the indemnifying party’s ability to defend the claim. The indemnifying party may: (i) use counsel of its choice; (ii) settle the claim as the indemnifying party deems appropriate; and (iii) assume control of the defense and settlement of the claim; provided, any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by the party against whom the claim is brought.The indemnified party shall provide the indemnifying party with necessary assistance in the defense (at indemnifying party’s expense).
Remedies for Intellectual Property Infringement. If use of the Service is the subject of a third party infringement claim or if Taimer reasonably believes that use of the Service may be the subject of a third party infringement claim, Taimer may, at its option, (i) obtain the right for Company to continue using the Service; or (ii) replace or modify the Service so it is no longer infringing, or (iii) if Taimer determines that neither (i) nor (ii) can reasonably be accomplished, terminate the Service and refund any amounts that were prepaid.
This Section 9 shall constitute Company's sole and exclusive remedy for all claims relating to infringement.
Neither Party shall be liable for any delay in performing its obligations under this Agreement, if such delay is caused by circumstances beyond the Party’s reasonable control, including without limitation, any acts of God, war, terrorism, floods, windstorm, labor disputes, change in laws or regulations, public health risks or epidemics, or delay of essential materials or services. A force majeure event affecting a Taimer subcontractor shall be deemed a force majeure event affecting Taimer, provided the above requirements are met for the subcontractor in question. In the event a non-performance or a delay in performance of obligations under this Agreement is due to a force majeure event, the period of performance shall be extended by the delay due to such event and any additional time that the Parties may mutually agree is necessary for the remobilization of personnel and resources.However, the Party not affected by the force majeure shall have the right to terminate this Agreement without penalty if the Party affected by the force majeure event is unable to resume full performance within sixty (60) days of occurrence of the event.
NO WARRANTIES, LIMITATIONS OF LIABILITY
THE SERVICE IS PROVIDED AS DESCRIBED IN, AND SUBJECT TO, THE TERMS OF THE AGREEMENT (INCLUDING THE RELEVANT ORDER DOCUMENT) AND TAIMER’S THEN-CURRENT SERVICE DESCRIPTION.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN ‘AS IS’ BASIS AND TAIMER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.TAIMER DOES NOT GUARANTEE THAT THE SERVICE OR THIRD PARTY PRODUCTS, WILL BE UNINTERRUPTED OR ERROR FREE.NEITHER TAIMER NOR ITS AFFILIATES OR LICENSORS HAVE ANY DUTY TO REVIEW, EDIT, SCREEN, PUBLISH OR REMOVE ANY CONTENT EXCEPT AS STRICTLY REQUIRED BY APPLICABLE LAW.COMPANY ACKNOWLEDGES THAT TAIMER DOES NOT CONTROL OR MONITOR THE TRANSFER OF DATA OVER THE INTERNET, AND THAT INTERNET ACCESSIBILITY CARRIES WITH IT THE RISK THAT COMPANY’S PRIVACY, CONTENT, CONFIDENTIAL INFORMATION AND PROPERTY MAY BE LOST OR COMPROMISED.
IN NO EVENT WILL COMPANY OR TAIMER, ITS LICENSORS OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST SAVINGS, PROFIT OR BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY. TIMER’S TOTAL AGGREGATE LIABILITY IN CONNECTION TO THE AGREEMENT, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, UNJUST ENRICHMENT OR RESTITUTION), FOR BREACHES OCCURRING IN A SINGLE CALENDAR YEAR IS LIMITED TO THE MAXIMUM AMOUNT CORRESPONDING TO THE SERVICE FEES (EXCLUDING VALUE ADDED TAX) PAID BY COMPANY FOR THE SERVICE DURING THE PERIOD OF THREE (3) MONTHS PRECEDING THE CAUSE GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO (I) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (IV) COPYRIGHT INFRINGEMENTS FOR WHICH TAIMER’S LIABILITY IS SUBJECT TO SECTION 9 (INDEMNIFICATION).THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT BE CONSTRUED TO LIMIT COMPANY’S OBLIGATION TO PAY ANY FEES AND EXPENSES INCURRED PURSUANT TO THIS AGREEMENT.
SPECIAL TERMS REGARDING PLATFORM PROVIDER
In order to use the Service through the Platform, you must agree to all the applicable terms and conditions of the Platform Provider governing your use of the Service through the platform and made available here. Please note that the use of the Platform itself may be subject to its respective terms and conditions, which are made available at the site of the Platform Provider.
TERM AND TERMINATION
Unless otherwise stated in the applicable order document, the Agreement is effective until further notice and may be terminated at any time by either party with one (1) month’s prior written notice.
In addition, either party may terminate this Agreement without liability to the other if (i) the other party commits a material breach of any of the terms of the Agreement and fails to remedy the respective breach within fourteen (14) days of receipt of a written notice thereof from the other party; or if the other party becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not dismissed within sixty (60) days.
As of the termination date:
(a)all rights to use the Service under the Agreement shall terminate immediately;
(b)Taimer will disable Company’s access to the Service and Company shall promptly pay all amounts due for services already provided;
(c)each party shall destroy and make no further use of any Confidential Material of the other party and other proprietary material of the other party; and
(d)Taimer shall store Content in its possession for a period of fourteen (14) calendar days from the termination date during which time period Company may, after Taimer’s receipt of payment in full,retrieve any Content. After the said fourteen (14) calendar days Taimer will permanently erase all Content stored in the Service. For purposes herein, “permanently erased” means the Company Data has been completely overwritten and is unrecoverable.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and the use of the Service hereunder is governed by the laws of Finland without giving effect to any rules or principles on the conflict of laws. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration is Helsinki, Finland. The number of arbitrators is one (1). The language of the proceedings is English. Taimer shall additionally be entitled to lodge a claim concerning collection of outstanding debts in any court relevant to Company’s business or residence.
Company grants Taimer the right to publish Company’s name and use it as a reference when marketing the Service.
The Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in the Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in the Agreement, whether oral or written.
Amendments or variations to the Agreement which have not been made observing the above procedure or by the parties hereto executing a separate signed amendment agreement, shall be void and shall have no effect.
The failure by Taimer to enforce any right or provision of these Terms shall not be deemed to constitute a waiver. Should any provision of these Terms be found invalid or unenforceable, the remaining provisions of the Terms shall remain in full force and effect.
You may not assign the Agreement or any of the rights or obligations under the Agreement to a third party without Taimer’s prior written consent.
If You have any questions or concerns regarding the Terms, please contact us at [email protected].
Last edited: 26.04.2018