1.2. Operator Scoro Software OÜ (registry code 10806081, address Endla 15, 10122 Tallinn, Republic of 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.
1.5. User A natural person who uses the Platform and the Services 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).
1.11. 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.). The Contents include any personal data processed by the Client and/or the Users on the Platform. As such, the data processing agreement between the Client as a data controller and the Operator as a data processor as required under Article 28 of the GDPR is included herein (see section 7 below).
1.13. Platform Additional Application, and the Information System as a whole, in both the web and mobile application.
1.14. Services Any services provided to the Client 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 other websites with the domain name “scoro” registered under various top level domains) and the web documents available via their subdomains (including pictures, videos, PHP and HTML files) that belong to the Operator.
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.
2.5. Neither the Client nor User may:
- use the Platform to commit or incite an offence;
- 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 to 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.);
- 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:
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);
- 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.
4. TERMS AND CONDITIONS OF THE CONTRACT
4.3. The Operator shall communicate with the Client and the Users in English unless agreed otherwise. The Contract and other documentation on the provision of the Platform and the 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 case of any discrepancies between the English language version and the translation, the English language text shall prevail.
- a change in valid legal acts or the interpretation thereof;
- 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 the Services;
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 and the information about the User. The Operator shall have the right and obligation to create a new User Account only if the Client is unable to access its Client Account and no User is a legal representative of the Client. A legal representative of the Client is a member of the management board on the Client’s registry card.
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);
- he/she/it has all the rights and authorizations to use the Platform and Services in the name of the Client.
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 choose an 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 activate 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.
5.8. 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, 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. Unless agreed differently, the uploaded Contents in the trial version will be retained for 75 days from after the trial period expired, in case the Client decides to continue using the Platform under a price package.
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.
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;
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 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 email 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. DATA PROCESSING AGREEMENT
7.1. The Operator provides a Contents’ hosting and maintenance service to the Client via the Platform. The Client decides if and what Contents, including personal data, it wants to process on the Platform. As such, the Operator processes any personal data in the Contents on behalf of the Client solely for the purpose of providing the Platform and the Services and acts as a data processor as regards such personal data, whereas the Client acts as a data controller as regards such personal data.
7.2. Except for in the demo version (which should not contain any real, including personal data) or during the deployment, the Operator does not access the Contents unless requested to do so by the Client (e.g. for customer support). The Users can only access the Contents that the Client has made available to them on the Platform.
7.3. The categories of data subjects the personal data of whom the Client may process in the Contents may include but not be limited to: [identification data, contact data, employment data, communications data, data related to the use of the Scoro Platform and the Services]. The categories of personal data the Client may process in the Contents may include but not be limited to: [identification data, contact data, employment data, communications data, data related to the use of the Scoro Platform and the Services].
7.4. The Client and the Operator wish to duly observe all their respective obligations under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and any other relevant applicable data protection regulations (together Data Protection Laws).
7.6. The Client as a data controller is fully responsible for any personal data in the Contents it processes using the Platform and the Services. The Client confirms that its personal data processing practices are fully compliant with the Data Protection Laws, including that it has a legal basis to process the personal data in the Contents as stipulated herein and that it has properly informed the data subjects thereof. If a User adds Contents to the Platform, it shall ensure its accuracy, correctness, completeness, relevance and its compliance with the Contract, good practice, and legal acts.
7.7. The Operator shall:
- process the personal data in the Contents only on lawful documented instructions from the Client and for the purposes of providing the Platform and the Services, unless required to do so by the Data Protection Laws. In such case, the Operator shall inform the Client of such requirement in advance, unless that law prohibits providing such information;
- ensure that persons authorized to process the personal data in the Contents have committed themselves to confidentiality;
- taking into account the nature of processing and the information available to the Operator, assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the GDPR;
- inform the Client if, in the Operator’s opinion, the Client’s instruction infringes the Data Protection Laws.
7.8. The Operator takes appropriate technical and organizational security measures taking into account (i) the state of the art, (ii) costs of implementation, (iii) nature, scope context and purposes of the processing, and (iv) risks posed to data subjects. Such security measures include, but are not limited to,encrypted storage and access controls. In deciding on those measures, the Operator assumes that the Platform and Services are used for its intended purposes (business management, project management, time management, work scheduling and tracking, financial management, reporting, etc.) which should not include the processing of any special categories of personal data (see also section 7.3. above).
7.9. The Operator shall promptly notify the Client if it receives a request from a data subject in relation to its personal data in the Contents of the Client and allows the Client to respond to it. The Operator shall not respond to a data subject request without the Client’s prior written consent. Taking into account the nature of the processing, the Operator shall assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to a data subject request under the Data Protection Laws.
7.10. The Client authorizes the Operator to use the following categories of sub-processors:
- hosting service providers;
- management and storage providers;
- email service providers;
- customer relationship management and feedback service providers;
- payment service providers.
The full list of sub-processors is available upon request.
The Operator shall inform the Client of any intended changes concerning the addition or replacement of other categories of sub-processors. The Client may object to the Operator’s use of a new category of sub-processors by notifying the Operator promptly in writing within 10 working days after receipt of the Operator’s notice. In the event the Client objects to a new category of sub-processors, the Operator will use reasonable efforts to offer the Platform and Services to the Client without such category of sub-processors. If this is not possible, the Client may terminate the Contract. The Operator shall impose the same data protection obligations as set out herein on the sub-processors. Where a sub-processor fails to fulfil its data protection obligations, the Operator shall remain liable to the Client for the performance of the sub-processor’s obligations.
7.11. The Operator and its sub-processors may transfer personal data outside the EU only where they have a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data (in the US, this includes companies certifies under the Privacy Shield); or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU. More specific information about transferring personal data outside the EU is available upon request.
7.12. The Operator shall notify the Client without undue delay by email after it has become aware of a personal data breach and cooperate reasonably with the Client as regards the data breach. In such case, the Client may use the information received from the Operator about the data breach only to ensure and/or demonstrate its compliance with the Data Protection Laws. The Client shall keep this information confidential unless it is the Client’s confidential information or unless such information must be disclosed under any applicable laws.
7.13. Upon the Client’s written request, the Operator shall make available to the Client the information necessary to demonstrate its compliance with the obligations laid down in this section herein and in Article 28 of the GDPR, provided the requested information is in the Operator’s possession or control. Should that prove to be insufficient for the Client, the Operator shall cooperate with the Client, including allow for and contribute to reasonable audits, including inspections, conducted by the Client or another auditor mandated by the Client and accepted by the Operator. The details of such audits and inspections shall be agreed between the Parties, however, the following applies:
- the Operator will only be required to provide to the Client information, records and documents reasonably required to demonstrate its compliance with its obligations under this section 7 and Article 28 of the GDPR regarding the personal data in the Contents;
- the Operator will not disclose any information, records or other documents that are subject to its business secrets;
- the Operator will not disclose any information, records or other documents that would place it in breach of its confidentiality obligations under applicable laws or agreements with other clients or persons;
- the Operator will not disclose any information, records or other documents relating to a matter that is subject to a current, pending or threatened litigation or other dispute resolution mechanism between the Client and the Operator;
- any information, records or other documents provided to the Client pursuant to this section 7 shall be treated as confidential by the Client;
- the Client may exercise its right to perform an audit under this section 7 not more often than once in any calendar year unless it has a reasonable doubt as to the compliance of the Operator.
7.14. Users may not add any Contents to the Platform that contain viruses or other computer programs 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. The Client is responsible for ensuring it.
7.15. The Client gives the Operator the necessary rights to the Contents (including a non-exclusive license regarding any Contents protected under intellectual property rights) and confirms that it has the right to do so.
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 within a reasonable timeframe before they enter into force, taking into account the likely impact of the change on the Clients and Users.
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 the applicable 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. Should the functioning flaws be minor, the Operator may eliminate them later than 48 hours after receipt of the error message. However, in such case, the Operator shall notify the Client.
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 email or via the Platform.
10.2. The Operator has the right to cancel the Contract unilaterally without cause by informing the Client thereof by email 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, unless agreed differently, delete their Contents 75 days after the Contract expired. The Operator shall not delete any Contents the retention of which is required under applicable laws. The Client can download a copy of the Contents in a generally recognized format or, should the Client Account be unavailable for some reason, ask the Operator to transfer it, within 75 days as of termination of the Contract.
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, delete the User Account, or 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
12.2. To the extent permitted by applicable law, the Operator shall be liable only when it is culpable for its actions or omissions. The Operator’s total liability (including interest) for all claims connected with any violation of the Contract is limited to twice the fees payable under the Contract or the actual damages, whichever is the lesser. To the extent permitted by applicable law, the Operator shall not be liable before the Client or User for the loss of profit, 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 applicable Data Protection Laws;
- 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, except for sub-processors processing the personal data in the Contents;
- 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.
12.3. The Client shall defend, indemnify and hold the Operator harmless from and against any liabilities, allegations, claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs), including to third parties, data subjects and any administrative sanctions and penalties imposed by any national or international authority or court, due to the Client’s infringement or breach (intentional or negligent) of its obligations as a data controller under this Contract or any Data Protection Laws.
13. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
13.1. This Contract is governed by the laws of the Republic 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.