EVENSTAD’S TERMS AND CONDITIONS OF USE

Ver. No. 2021.01

Evenstad OÜ, registry code 14975165, registered office at Järvevana tee 9-40, Tallinn 11314, Republic of Estonia, (hereinafter ‘Evenstad’ or ‘We’ or ‘Us’ or ‘Our’) is the administrator of Artificial Assistant Software (hereinafter ‘Software’).

You’ means a legal person (including a person acting on its behalf) or a natural person (hereinafter ‘You’ or ‘Your’ or ‘Client’) who has concluded this contract with Us and has agreed to these terms and conditions of use (hereinafter ‘Terms & Conditions’). By agreeing to the Terms & Conditions and using the Software You confirm having carefully read the Terms & Conditions. When you agree to the Terms & Conditions, they will become a binding contract between You and Us (hereinafter ‘Contract’).

The Contract is deemed entered into once you have agreed to the Terms & Conditions either when making a purchase through Our web store or as a separate document upon signing of the Contract by the Parties, whichever is earlier under the circumstances.  In both cases the Contract will apply on the conditions set out herein, unless agreed otherwise in writing.

You and We may be collectively referred to as ‘Parties’ in the Contract.

The Contract governs the giving of the Software for use between the Parties and the rights and obligations of the Parties. 

For the purposes of the Contract, the word ‘Software’ may also include improvements to the Software given to Your disposal, its user interface, databases, alterations and updates.

SOFTWARE USE AND SERVICE

The Software is intended as means of digital communication with website users through a plug-in or a script installed on the website.

You have the right to enter data through the Software in the stated manner and place.

You are aware that the Software is not sold or assigned by the Contract nor are any of its related rights transferred but these are merely licensed and given to Your disposal on a temporary basis under the provisions and procedure set out in the Terms & Conditions.

You will be using the Software as a service provided by Us via the Internet whereby the Software is installed on the server hosting Your website, on Your website platform.

Before giving the Software to Your disposal We will adjust the Software according to Your website platform, design the Software’s user interface to make it visually suitable for Your website, and enter data in the database of the Software. We will collect data for the Software database from a source approved by You beforehand, which may be Your website, social media page, verbal interview with You or descriptions or advertising materials provided by You or other. Data can also be added to the Software after the Software has been installed on the website and given to Your disposal.    

As a general rule, the Software is installed on Your website platform by You or a website administrator authorised by You, unless agreed otherwise in writing. We will provide You with the instructions and data necessary for installing the Software after We have adjusted the Software for You and after We have received the fee indicated in the Contract in full. Where necessary, the Software can be installed by Our representative if given necessary access to the website platform. In this case Evenstad will not, under any circumstances, be liable for the loss of any data on Your website platform, database or website or for any other possible damage.

You have no right to alter, fix or improve the Software, add the work of other authors to the Software, copy the Software or distribute such copies to third parties in any way (including sell, give as a gift or otherwise hand over, rent, lend and so on), translate or reprocess the Software or exercise any other rights not explicitly provided by the Contract, and You are also prohibited from opening closed files of the Software and extracting the system code.

You have no right to misuse the Software or its database or single functions, including (a) use the Software for unlawful purposes or for other purposes not intended for it or in a manner that disturbs or harms the Software or the servers; (b) use the Software in a manner that corrupts or destroys the data and other information entered in it; (c) infect the Software with viruses that harm or may harm it; (d) intentionally increase the Software load without a legitimate reason or necessity; (e) use the Software in any other manner that may result in damage to Us or other parties using the Software.

You have no right to use the Software in trading in the following products and services or in introducing or inciting the following attitudes, opinions or statements: weapons, narcotics, pornography, fraud, prophecy, magic, violence, hostility, hatred, racism, and any and all associated products, services and values.

You have the right to install the Software only on websites and servers for which You have the necessary rights and authorisations. The person responsible for the necessary rights for the website and server is You. We are not required to verify such rights.  

 

All the information and data sent and collected by You through the Software are stored on a server used by Evenstad in the European Economic Area. Information and data sent by You are also deemed to be information and data entered in the Software by the users of Your website.

Data transmitted and collected in the use of the Software are subject to Your principles of processing of personal data (also privacy policy). You are required to publish a proper privacy policy on Your website.

For the purposes of the Personal Data Protection Act, You are the controller of any data entered and collected in the Software. For the purposes of the Personal Data Protection Act, We are the processor.

Full liability for information and data entered in the Software lies with You. We are not in any circumstances liable for any information or data entered in the Software.

You are solely responsible for compliance with any and all necessary legal and/or formal procedures as to data protection for the processing of data collected by You or users of Your website, including any registration operations required for ensuring compliance with the Personal Data Protection Act.

Evenstad also reserves the right to alter the functions or functionality of the Software and to improve or update the Software during the Licence term. Such alterations may include new functions of the Software or removal of current ones.

The Software is protected under copyright standards, principles and agreements applicable in the Republic of Estonia and internationally, likewise other provisions of law on intellectual property.

Should You not understand the terms and conditions of the Contract or should You not agree to these Terms & Conditions, You have no right to use the Software.

 

SOFTWARE LICENCE

Evenstad grants You a non-exclusive and non-transferable right (non-exclusive licence) to use the Software under the conditions and procedure set out in the Contract according to the intended purpose of the Software within the limits of its functionality (hereinafter ‘Licence’).

The Licence hereby granted may be single or recurring. The rights and obligations arising from the Licence take effect and the Licence term begins from the installation of the Software on Your website. The Licence will apply until the end of the period prepaid by the Licensee or until another event set out in the Contract.

Without Our written consent granted beforehand You have no right to transfer the Software or the Licence granted by the Contract or any other rights or obligations arising from the Contract to any third party (including sell, give as a gift or otherwise hand over, rent, lend and so on), to mediate the aforesaid to any third party (including by mediating a service based on the use of the Software), or to grant sub-licences or otherwise enable the use of the Software by any third party (except for the use of the Software by users of Your website).

The Licence hereby granted does not give any rights to use Our trade marks, including ‘Evenstad’. You are prohibited from registering a mark of identification identical or similar to or otherwise associated with the aforesaid mark of identification as a trade mark or a domain name in any country or register.

LICENCE FEE, SERVICE FEES AND PAYMENT PROCEDURE

For giving the Software to Your disposal We charge a fee for using the Licence (hereinafter ‘Licence Fee’). The amount of the Licence Fee depends on the terms and conditions of the Licence chosen by You, the Licence term, the terms of payment and other circumstances.

 

We charge a service fee for adjusting and designing the Software for You, for entering data, for translating data and for other adjustments (hereinafter ‘Service Fee’).

  

You are required to pay the Licence Fee and the Service Fee as a prepayment either when placing an order in Our web store or on the basis of Our electronic invoice by the due date referred to on the invoice.

 

The terms and conditions of Licences and the Software and information about applicable fees are available on Our website at www.evenstad.ee.

 

The Licence expires no later than on the last day of a prepaid period. If there are no excluding circumstances indicated in the Contract and if Evenstad has not terminated Your Contract due to Your breach of the Terms & Conditions, you can renew the Licence repeatedly by pre-paying the Licence Fee for the subsequent period no later than 5 (five) days before the expiry of the Licence. In that case We will issue You a prior payment notice for the Licence Fee.  

 

In addition to the Licence Fee or Service Fee We may charge You for additional services of Your choice according to Our price list or offer (for instance, fee for translating data, specific software development or design work, etc.).

 

We have the right to change the Licence Fee and the Service Fee, posting a notice to that effect on Our website no less than thirty (30) days before the relevant changes take effect. Should You not agree to changed fees, You have the right to terminate the Contract with immediate effect.

 

 

NOTICES AND SUPPORT SERVICES

The Client may notify Evenstad of any and all errors, defects, problems and failures that occur during the use of the Software. Notices can be sent in writing via e-mail to the address support@evenstad.ee, indicating the relevant error.

Software related customer support is available mainly via e-mail during working hours in Eastern European Time (EET).

If the Client encounters a fundamental failure in the use of the Software that is caused by the Software or Evenstad and that prevents continued use of the Software during the Contract term, We undertake to reply to You at the first opportunity within reasonable time after receiving a relevant notice and make any and all reasonable efforts to enable You to continue using the Software.

If Evenstad has agreed to provide other additional services requested by You, this Contract automatically applies to the provision of said services.

In the course of provision of services, communication between the Parties and exchange of information and documents takes place mainly via e-mail, cloud file sharing services, applications or other third party services to be agreed upon separately.

 

SOFTWARE RELATED INTELLECTUAL PROPERTY RIGHTS

The Software (including source code, compiled code, Software texts, designs, graphics, user manual and other documentation) is protected by copyrights. The copyrights related to the Software, rights attaching to the name and logo ‘Evenstad’ used in marketing of the Software and any other possible intellectual property rights are held by Evenstad or its contracting partners. This Contract does not limit the rights of the Licensor in the exercise of said rights or transfer thereof to any third party.

CONFIDENTIALITY

You are required to keep confidential and make sure that every representative or employee authorised by You to use the Software keeps confidential all of the following that they have learnt of: (a) any information and materials related to the Software and its functioning that is not publicly available; and (b) Our business, commercial and technical information that is not publicly available and other information related to the Contract if Our interest in keeping it confidential can be reasonably presumed.

We undertake to keep confidential Your business, commercial and technical information that We have learnt of and that is not publicly available if Your interest in keeping it confidential can be reasonably presumed.

Nonetheless, the above obligation of confidentiality does not concern information or materials that have been lawfully made publicly available (i.e. that have become public through publication or otherwise without breach of Contract or other unlawful behaviour) or to the disclosure of which the other Party has agreed to in writing or that is required to be disclosed by law.

If You breach this Contract in any way, You must return and/or destroy at Our demand any confidential information at Your disposal without undue delay.

If We breach this Contract in any way, We must return and/or destroy at Your demand any confidential information at Our disposal without undue delay. The above does not affect the retention of information where the obligation to retain information arises from law or is necessary for ensuring subsequent performance of the Contract.

LIABILITY

If You breach the obligations or requirements provided by the Contract, You are required to pay a contractual penalty on each occasion of breach by You in an amount equivalent to the Licence Fee for 12 months of use of the Software.

The right to claim a contractual penalty does not exclude Our right to additionally claim from You compensation for proprietary damage caused.

The right to use the Software is granted as is and without guarantee, which is why You have no right to file any claims against Us in connection with errors in or inconveniences upon use of the Software. Our responsibility is to ensure that You receive the Software for use according to the Terms & Conditions as it is at the time of conclusion of the Contract. We are not liable for any interferences in using the Software caused by the characteristics or failures of the hardware used by You, the effects of other software used by You, the Internet connection quality, the network load, errors or unavailability or any other circumstances beyond Our control.

We are not liable for any outcome or consequences of Your use or non-use of the Software. You will use the Software completely at Your own responsibility and You will be solely liable for the lawfulness and validity of any data and information entered in the Software and for the conformity thereof with copyrights, rights of the performer, good morals, contracts and agreements, and the Terms & Conditions. We are not in any circumstances liable for any data entered in the Software or its database.  

We do not give You any assurances or guarantees that the Software will meet all of your demands and requests. We do not guarantee the provision of a service completely free of failures or that the Software will work with or be suitable for all equipment and Software configurations.

In addition to other limitations set out in the Contract, Our contractual liability is in any case limited to only direct proprietary damage caused to You, not exceeding in any case the amount of the Licence Fee payable by You to Us for 12 months. We are under no obligation to compensate You for loss of profit or for any damage related to loss or destruction of any data or information or any other indirect damage or non-proprietary damage. Limitations of liability do not apply to intentional breaches of obligations.

VALIDITY AND TERMINATION OF CONTRACT

The Contract is deemed entered into once you have agreed to the Terms & Conditions either when making a purchase through Our web store or as a separate document upon signing of the Contract by the Parties, whichever is earlier under the circumstances.  In both cases the Contract will apply on the conditions set out herein, unless agreed otherwise in writing.

The Contract will remain in effect until the expiry of the Licence prepaid by You.

Both Parties have the right to terminate the Contract and Licence by giving the other Party one (1) month’s advance notice thereof. In the event of cancellation by either Party the Licensee has no right of refund of Licence Fees already paid.

We have the right to limit the use of the Software or to terminate the Contract with immediate effect without any advance notice if the Licensee breaches any obligation provided by the Contract or, in Our assessment, fails to perform any obligation set out in the Terms & Conditions.

After the expiry or termination of a valid Licence or the Contract on any grounds Evenstad will discontinue Your access to the database of the Software. You will be required to remove the plug-in or script from Your website platform and server. Such removal may be carried out by Evenstad under a previous written agreement, provided the Client ensures necessary access to the website platform. In this case Evenstad will not, under any circumstances, be liable for the loss of any data on Your website platform, database or website or for any other possible damage.

After the expiry or termination of a valid Licence or the Contract We will delete specific data referring to You from the Software. For the purposes of further development of the Software and Our services and for statistical purposes We will only retain generalised data in the database of the Software.

FINAL PROVISIONS

All disputes, disagreements, conflicts, misunderstandings and claims arising from the Contract will be settled by way of negotiations. If no agreement is reached, the dispute shall be settled in Harju County Court as court of first instance.

The Contract is governed by and interpreted according to the laws of the Republic of Estonia.

We have the right to amend the Contract and the Terms & Conditions due to changes in legislation or case-law or if required by alterations in the Software or services provided. We will give 30 days’ advance notice of changes in the terms and conditions of the Contract and We will post the new Terms & Conditions on Our website at www.evenstad.ee and You will be deemed to have thereby been notified of such changes in the Contract and the Terms & Conditions.