These terms of service (‘Terms’) 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’). The Service is described in more detail in Taimer’s current service description available at www.taimer.com .
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 becoming binding towards Company.
GRANT OF LICENSE
Taimer grants to Company a personal, limited, non-exclusive, non-transferable, non-sublicenseable, 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.
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
As an additional feature to the Service, Company may purchase third party components to be bundled with the Service provided to Company. These are additional components licensed by third parties under their respective license terms as made available by Taimer or via the components in question (‘Third Party Components’). The Third Party Components available for the Service are described at www.taimer.com https://www.taimer.com/third-party-services/. Company accepts that the Third Party Components offered may change during the term of the Agreement and that Taimer shall have no liability to keep providing 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 shall be liable for each of its User’s conduct as for its own. Company and Users will not, except as may be allowed by applicable mandatory law:
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
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
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:
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;
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
each User will otherwise comply with all terms and conditions governing the use of the Service as notified by Taimer from time to time.
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, change 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 entirely 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 case Company or a User uses the Service in a manner that is contrary to what has been agreed in these Terms or in a way that 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 descriptions as 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 made available in the Service. In case Company does not accept such a change, Company may 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, in connection with minor changes 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. Taimer will be 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 will also be entitled to take the Service or parts thereof offline in response to a serious threat to the security or integrity of the Service and keep it 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 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.
Taimer takes backups from the data stored in the Service in accordance with its standard backup procedures. Taimer will not be liable 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 without Company having a right to claim damages.
The service fees payable for the Service are specified in the applicable order document, or if not specified in the applicable order document, Taimer’s general fee schedule. The service fees include all 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 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 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 in case 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 case Company does not accept the change, Company shall 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 the Content confidential.
In case Company provides to Taimer any suggestions related to improvements to the Service, Company will grant to Taimer a perpetual, irrevocable, 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.
In the event a third party claims that the Service infringes the copyright of a third party, Company shall without delay notify Taimer of the claim made against it. Company will authorize Taimer to conduct the defense and to represent Company in defending against the claim. Company will render Taimer any such assistance and authorizations as may be necessary or expedient for a proper conduct of the defense. Taimer will indemnify and hold Company harmless from damages the Company is ordered to pay as a result of such infringement action, as provided below, in the event Company has conducted itself in accordance with this Section 9.
If Taimer reasonably believes or if, according to a final judgement of a court of competent jurisdiction the Service or Company’s use thereof is in breach of a third-party copyright, Taimer will compensate all reasonable damages and costs that are awarded in a final judgement (i.e., a judgement that may not be appealed) incurred by Company provided that Company has acted in accordance with the foregoing. Additionally, at its discretion without additional cost to Company, Taimer may alter the Service so as to bring the infringement to an end. If this is not reasonably possible, Taimer may terminate the Agreement.
Taimer shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by Company or Users or any of its affiliates; (ii) is due to Content or use of a Third Party Component in conjunction with the Service; (iii) is due to the use of the Service in conjunction with any other third-party software package or service for which Company has not obtained Taimer’s written approval; or (v) which could have been avoided by using a patch, upgrade or otherwise amended Service provided by Taimer.
This Section 9 exhaustively sets out Taimer’s liability, and Company’s sole remedies, for any infringement of third-party intellectual property rights.
Please note that, with respect to any personal data that Company and Users upload or otherwise process in the context of using the Service, Company shall be the data controller and Taimer shall be the data processor, processing such data on behalf of Company. Company shall be responsible for complying with all applicable data controller’s obligations as set forth in the applicable data protection regulation. The Terms for Data Processing are described at www.taimer.com https://www.taimer.com/terms-of-data-processing/.
Neither party is liable for delay and damage caused by an impediment beyond the party’s reasonable control and whose consequences the party could not reasonably have avoided or overcome. 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. If such event continues for more than sixty (60) days, either Company or Taimer may terminate the Agreement upon written notice.
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. The Service is provided on an ‘as is’ and ‘as available’ basis without giving any warranty or representation of any kind. Without limiting the foregoing, to the maximum extent permitted under applicable law, Taimer expressly disclaims all representations and warranties, whether express or implied, of merchantability, satisfactory quality, and fitness for any purpose, particular or general.
In no event will Company or Taimer be liable for any indirect or consequential loss or damage. A party’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 (Infringements).
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 at www.taimer.com https://www.taimer.com/terms-of-use/. 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 is declared bankrupt or is put into liquidation.
As of the termination date:
all rights to use the Service under the Agreement shall terminate immediately;
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
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 retrieve any Content. After the said fourteen (14) calendar days Taimer will destroy all Content stored in the Service.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and the use of the Service are 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.
Taimer reserves the right to modify these Terms, at any time, by issuing a public notification in the Service at least thrity (30) calendar days prior to the effective date of such change. In case Company does not accept the change, Company shall 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.
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 firstname.lastname@example.org.