1. GENERAL CONDITIONS
1.1. These terms of service (“Terms of Service”) regulate the conditions of use of the platform located on Web Site www.avokaado.com and on its related and subdomains (hereinafter the Platform) and the services provided therein.
1.2. By accepting these Terms of Service, it forms a legally binding Software as a Service (SaaS) contract between Client and Avokaado. These Terms of Service are applied for regulating the relations between the Client and Avokaado, except in cases where Special Terms have been concluded between the Client and Avokaado. In such instance the Terms of Service are applied for cases the Special Terms do not cover. When Avokaado and Client agree on Special Terms, then these should be in a written format, signed and are also deemed as an inseparable part of the Service Contract.
2.2. Avokaado – Operator of SaaS platform at avokaado.com and its related and subdomains for Clients. Avokaado.com OÜ address is Vana-Posti 7-9, Tallinn 10146, Commercial Register code 14015962, e-mail firstname.lastname@example.org.
2.3. Client – natural or legal person who has concluded the Service Contract with Avokaado.
2.4. Content – any data, texts, files etc. added to the Platform by the Client or Avokaado in any format. Data processing agreement, when required under Article 28 of the GDPR is included herein (section 6 below).
2.5. Platform – SaaS platform at avokaado.com for the provision of Services, including applications, software, hardware, databases, interfaces, documentation, version updates and other related components like Client’s devices integrations to synchronise information with the Client’s solutions and systems.
2.6. Services – any services provided to Clients.
2.7. Special Terms – agreement between Avokaado and Client by which Terms of Service are specified, amended or supplemented.
2.8. Subscription – Client’s agreement to use Platform according to chosen plan or according to the Special Terms.
2.9. Terms of Service – standard terms of Service for using Platform and Web Site. User – employees and contractors of the Client who are using the Platform.
2.10. User Account: Account created upon invitation by the Client into the Avokaado Platform, with limited rights to use the Platform.
2.11. Client Account: Accounts of Clients (Natural or Legal person) created by the Clients themselves or by their employees or representatives if the Client is a legal person.
2.12. Web Site – avokaado.com and its related and subdomains with their content and documents that belong to Avokaado.
3. ENTRY INTRO CONTRACT AND USING THE PLATFORM
3.1. To sign up, access and/or use the Platform, Client must have an account and has to accept the Terms of Service.
3.2. The contract shall be deemed concluded with the creation of the Client account and acceptance of the Terms of Service.
3.3. The Client shall keep their account password secret and prevent falling into the possession of third parties.
3.4. User Accounts are administered by the Client, i.e Client has the right to create, change and deactivate User Accounts at its own discretion and upon the information about the User.
3.5. Avokaado may amend the Terms of Service unilaterally at any time by publishing the amendments at the Web Site. Avokaado will inform the Client of the amendments in the Terms of Service at the Web Site and by e-mail at least 14 days before the amendments enter into force. If a Client does not accept the amendments, he/she is entitled to cancel the Service Contract before the amendments enter into force. If a Client continues to use the Platform after the 14-day deadline has passed, it is considered that he/she/it has accepted the respective amendments to the Terms of Service. This paragraph does not apply to the processing of personal data.
3.6. The Client/User represents by creating a user account at the Platform that all the information and representations provided by him/her are correct: he/she is private person with full legal capacity (at least 18 years of age) or that he/she has all rights and authorisations for procuring the services on behalf of the Client. The aforementioned representations are presumed to be accurate and Avokaado is not obliged to verify these.
3.7. Platform may only be used to the extent and purposes for which the Platform is created for and for which similar platforms are usually used for. Client is obliged to use Platform in accordance with the Terms of Service and the tutorials of the Platform.
3.8. Client is obliged to immediately notify Avokaado of abuse of his/her account, the loss of his/her password or its fell into possession of third parties. In the aforementioned case, Avokaado shall do anything reasonably expected in order to renew the password, limit the access to the account or delete the account.
4. CLIENT/USER’S CONTENT
4.1. On the Platform, Clients are able to store and manage their Content. Client ensures that all of the Content added to the Platform is in accordance with the Terms of Service and legal acts and that the Client and User have all necessary permissions and approvals to add the Content to the Platform. Client is prohibited to add to the Platform any Content that contains viruses etc. that damage or disturb regular functioning of the Platform.
4.2. Avokaado takes all reasonable security measures in order to protect Content from unauthorized persons and malware and to ensure the preservation and confidentiality of the Content. Both Avokaado and third persons have the access only to the Content that the Client has shared to them (e.g. for customer support).
4.3. Avokaado has no responsibility and/or liability for the deletion and/or accuracy of any Content; the failure to store, transmit and/or receive transmission of Content by the Client.
4.4. Client hereby grants Avokaado a worldwide, perpetual, non-exclusive, royalty-free license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display and perform the Content for purposes of providing the Platform.
4.5. Avokaado will protect the confidentiality of the Content with at least reasonable care, will not use Content for any purpose outside the scope of the Service Contract and these Terms of Service and will not disclose Content to any third party (except third party service providers agreed with the Client). Upon notice to the Client, Avokaado may disclose Content if required to do so under law, statute, rule or regulation or legal process.
5. SUPPORT, MAINTENANCE AND DEVELOPMENT SERVICES
5.1. In order to communicate with customer support the Client can contact them via the conversation icon on the Platform or write to the e-mail email@example.com or firstname.lastname@example.org. Support is included during weekdays 9AM to 5PM EET and is included at no extra cost, unless otherwise expressed in the Service Contract.
5.2. Avokaado will strive to reply to all requests received by the client support within reasonable time but will not guarantee that the requests are replied to within certain time or that the requests receive answers satisfactory to the inquirer.
5.3. Avokaado shall provide different helpful materials for the use of the Platform, available at the Platform and the Web Site.
5.4. Avokaado reserves the right to optimize and develop the Platform further. In case of significant changes in the Platform, Avokaado will send the Client a timely notification.
5.5. If using Platform is disturbed due to a disturbance or malfunction, Avokaado will do anything reasonably possible in order to eliminate the disturbance or malfunction as soon as possible, but no later than 48 hours after finding out the error.
5.6. Avokaado maintains the right to temporarily (for no longer than 30 minutes) and outside of ordinary business hours restrict the access to the Platform if it is needed for maintenance, development or updates. In extraordinary cases when the access restriction needs to last longer than 30 minutes, Client will be notified in advance.
6. DATA PROCESSING AGREEMENT
6.1. Avokaado provides Platform to Client where he can host, manage and maintain its Content. Client decides itself if and what kind of Content, including personal data, it wants to process on the Platform and for what purpose. As such, Avokaado processes any personal data in the Content on behalf of the Client solely for the purpose of providing the Platform and acts as a data processor as regards such personal data, whereas the Client acts as a data controller as regards such personal data.
6.2. The Client as a data controller is fully responsible for any personal data it processes on the Platform. 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 Content as stipulated herein and that it has properly informed the data subjects thereof. If a Client adds Content to the Platform, the Client shall ensure its accuracy, correctness, completeness, relevance and its compliance with the Contract, good practice, and legal acts.
6.3. Avokaado does not have access to Client content except the Client has requested and instructed to do so temporarily for providing to Client the customer support or during the deployment.
6.4. The personal data processed by the Client is dependent on the Content added to the Platform, therefore the categories of data subjects and personal data are not defined herein.
6.5. The Client and Avokaado 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).
6.6. For the purposes of these Terms of Service, the terms “controller”, “processor”, “personal data”, “data subject”, “personal data breach” shall have the meaning given in the GDPR. “Sub-processor” shall mean another processor engaged by Avokaado to process the personal data in the Content.
6.7. Avokaado shall: (i) process the personal data in the Content 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, Avokaado shall inform the Client of such requirement in advance, unless that law prohibits providing such information; (ii) ensure that persons authorized to process the personal data in the Content have committed themselves to confidentiality; (iii) taking into account the nature of processing and the information available to Avokaado, assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the GDPR; (iv) inform the Client if, in Avokaado opinion, the Client’s instruction infringes the Data Protection Laws.
6.8. Avokaado 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, Avokaado assumes that the Platform and services are used for its intended purposes (contract workflow automation).
6.9. Avokaado shall promptly notify Client of any facts known to Avokaado concerning any accidental or unauthorized disclosure or use, or accidental or unauthorized loss, damage or destruction of personal data by any current or former employee, contractor or agent of Avokaado or by any other person or third party. Avokaado shall cooperate fully with the Client to limit the unauthorized disclosure or use, seek the return of any personal data, and assist in providing notice if requested by the Client.
6.10. If Processor intends to engage Sub-processors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Sub-processors, Processor must (i) keep an exclusive of the list of Sub-processors Processor maintains online and and in case Controller objects to the use of specific Sub-processor start negotiations to find suitable solution for both sides. The Sub-processors list is updated at least 10 days before engagement of the new Sub-processor and must be objected by Controller 5 days before engagement to be valid (ii) remain liable to Controller for the Sub-processors’ acts and omissions with regard to data protection where such Sub-processors act on Processor’s instructions; and (iii) enter into contractual arrangements with such Sub-processors binding them to provide the same level of data protection and information security to that provided for in this DPA.
6.11. Avokaado shall inform the Client of any intended changes concerning the addition or replacement of other sub-processors. The Client may object to Avokaado’s use of a new sub-processor by notifying Avokaado promptly in writing within 10 working days after receipt of Avokaado’s notice. In the event the Client objects to a new category of sub-processors, Avokaado will use reasonable efforts to offer the Platform to the Client without such category of sub-processors. If this is not possible, the Client may terminate the Contract. Avokaado shall impose the same data protection obligations as set out herein on the sub-processors. Notwithstanding any authorisation by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such subprocessor that fails to fulfill its data protection obligations.
6.12. Avokaado 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; 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.
6.14. Upon the Client’s written request, Avokaado shall make available to the Clientthe 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 Avokaado’s possession or control. Should that prove to be insufficient for the Client, Avokaado 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 Avokaado. The details of such audits and inspections shall be agreed between the Parties, however, the following applies:
- Avokaado 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 6 and Article 28 of the GDPR regarding the personal data in the Content;
- Avokaado will not disclose any information, records or other documents that are subject to its business secrets;
- Avokaado 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;
- Avokaado 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 Avokaado;
- any information, records or other documents provided to the Client pursuant to this section 6 shall be treated as confidential by the Client;
- the Client may exercise its right to perform an audit under this section 6 not more often than once in any calendar year unless it has a reasonable doubt as to the compliance of Avokaado.
7.1. Fees for using the Platform shall be paid monthly or annually as an advance payment according to the Subscription. If Avokaado provides free trial period of freemium plan, then the Client may use Avokaado functionality according to the freemium plan or until free trial period is ended. If the Client wishes to continue using the platform or use more functionality than provided in free trial or freemium plan, then the Client shall select a suitable plan and make a prepayment for the next period. If the Client has not done so, Avokaado has the right immediately close the Client account and Users accounts upon the end of free trial period or in case Avokaado stops providing freemium plan. Unless agreed differently, the Client Content is in the trial or freemium plan is retained for 60 days since the trial period is expired or freemium plan is closed, in case the Client decides to continue using the Platform under a price package.
7.2. The Subscription is renewed automatically at the end of the Subscription period, unless Client has cancelled the subscription in self-service before the end of the current subscription period or according to the terms of Special Terms.
7.3. Avokaado maintains the right to change the prices of Subscription. Prices of the Subscription change in the beginning of the next subscription period after the changing of the price. Avokaado will inform the subscribing Clients of the changes in the Subscription prices a reasonable time ahead.
7.4. Client’s failure to pay the Subscription fees may result in termination of the Service Contract, which does not release the Client from the obligation to pay the license fees in full according to the Service Contract until the end of the Subscription period.
7.5. Avokaado is not obliged to refund already made prepayments.
7.6. If the Client is paying by credit card, the Client authorizes Avokaado to charge their credit card or bank account for all fees payabale for each payment period. The Client further authorizes Avokaado to use a third party to process payments.
7.7. If the Client is paying by invoice, Avokaado 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.
7.8. The Client can change its Subscription plan, activate add-ons if available 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 change of package to higher priced one shall enter into force immediately after the Client confirms the change of the Subscription package. Changing to lower-price package shall enter into force at the beginning of the next period.
8. LICENSE AND INTELLECTUAL PROPERTY
8.1. Avokaado hereby grants, during the validity of the Contract, the Client a non-exclusive, non-transferable, limited license to use Platform’s functionality according to the license type solely for the intended purpose and for internal needs, in compliance with the Contract. Client shall not share data or content from the Avokaado products with Avokaado competitors.
8.2. Avokaado owns all intellectual property rights related to the Platform, Web Site and its services, including any and all software, tools, specifications, guidelines, domains, trademarks, business names and instructions provided by Avokaado to Client. Client shall have no rights under this Terms of Service in or to the Avokaado trademarks, and shall not during the term, represent that it is the owner or licensee of the Avokaado trademarks.
8.3. When Client purchases the Avokaado library template document(s) then Avokaado grants to Client non-exclusive, non-transferable license to modify and edit Avokaado template document(s) according to the Client’s needs.
8.4. Client own all intellectual property rights related to the data and documents (Client’s content) provided to and / or through the platform. Avokaado shall not use Client’s intellectual property rights for its own business operations or make Client’s intellectual property rights available in any manner to any third party for use in the third party’s business operations, other than expressly permitted in this Service Contract and/or separately agreed with the Client for further partnerships.
8.5. Avokaado processes anonymized Client generated data and Content for machine learning purposes for delivering services to Client and for further development and continued improvement of Avokaado’s products.
8.6. The works published on the Web Site and protected with copyright may be used by the Client publicly without the consent of Avokaado only by referring to Avokaado as the source of the works. The contents of the model documents provided by Avokaado may not be made publicly available without the prior written consent of Avokaado.
8.7. Web Site might contain references or links to third party Web Sites. Avokaado does not control the linked sites in any way, nor does Avokaado monitor or check the contents of the linked sites. Avokaado is not liable for the contents, correctness, reliability or data security of the linked sites.
9. LEGAL REMEDIES OF AVOKAADO
9.1. Avokaado is not obligated to check the Contents uploaded by Clients onto the Platform, nor Client activities on the Platform. Avokaado is also not obligated to monitor Client activity, information or the Contents they add to or transfer via the Platform, store in cache memory, or save. At the same time, Avokaado 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 Client to whom it is providing the service of data storage.
9.2. If a Client breaches the Terms of Service, the good practice of the Platform, or the applicable legislation, Avokaado shall have the right to:
9.2.1. eliminate the violation or unlawful Contents;
9.2.2. request the elimination of the violation and require that the conduct or the Contents be brought into conformity with the Terms of Service, good practice or applicable legal acts;
9.2.3. temporarily restrict the Client’s access to the Platform or any of its parts, including close the Client account temporarily;
9.2.4. restrict the rights of use of the Client.
9.3. If the violation by the Client is repeated or material in some other way, Avokaado has the right to:
9.3.1. permanently forbid the Client from using the respective part of the Platform, including to delete the Client’s account;
9.3.2. terminate the Service Contract without notice.
9.4. Avokaado may restore the Contents that were removed from the Platform due to a complaint or re-establish access to them if Avokaado is presented with convincing evidence of the compliance of the Contents to the Terms of Service, good practice, or applicable legal acts.
10.1. Client is entitled to unilaterally terminate the Service Contract without cause at any moment by informing by e-mail or by deleting the account, unless otherwise regulated the Special TermsUsers can terminate and delete their account by requesting the Client to do so, upon which the Client will get 7 days to download all its content and afterwards, the User’s account will be closed.
10.2. Avokaado is entitled to terminate the Contract with the Client without cause by informing the Client by e-mail or via the Web Site or Platform 30 days before the termination of the contract or following the term agreed in the Special Terms.
10.3. Avokaado is entitled to terminate the contract immediately without prior notice if:
10.3.1. Client has submitted false information about it;
10.3.2. Client has not used Platform continuously for at least a year;
10.3.3. person who has used Platform in the name of the Client does not have the Client’s authorisation;
10.3.4. Client is in any other way in violation with the Terms of Service.
10.4. Upon the termination of the Service Contract, Avokaado will delete all Client content within the period of 60 days after the ServiceContract is expired. Client can download all Client Content by the end of the Service Contract. Avokaado does not guarantee the Client content availability after Service Contract is expired. After the Subscription is ended, Avokaado may transfer all Users from the Platform connected to the Client to the freemium or free trial plan allowing them to either download their content or continue with using the Platform by choosing suitable plan. Upon termination, upon the Client’s written request, or upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, the Client shall, at the discretion of the Client, either delete, destroy or return all Personal Data to the Client and destroy or return any existing copies.
11. LIMITATION OF LIABILITY
11.1. Platform is provided to Client on an “as is” and “as available” basis, meaning that Avokaado is not giving any additional promises to the Client or enter into commitments to edit the Platform or develop it any further, except then the Parties have agreed otherwise. Avokaado makes no warranty that the Platform will meet Client’s requirements and/or will be constantly available, uninterrupted, timely, secure and/or error-free. Avokaado will not be liable and/or otherwise responsible for any failure and/or delay in updating the services and/or any content. No advice and/or information, whether oral and/or written, obtained by Client from Avokaado and/or through the use of the Platform shall create any warranty not expressly stated in Terms of Service.
11.2. Avokaado is not providing legal advice and is not a law firm. Part of the Platform may involve the drafting of legal documents and although Avokaado attempts to ensure the accuracy and usefulness of the information, we recommend the Client to consult with a lawyer if they wish for legal advice.
11.3. Avokaado shall not be expressis verbis responsible for the damage and other consequences that have arisen due to the following reasons:
11.3.1. the Platform or Web Site does not function or functions improperly in some web browsers;
11.3.2. misunderstandings or disputes between the Client added by the Client;
11.3.3. Client has added Content to the Platform which is not in compliance with or not being processed in compliance with the Terms of Service, good practice or applicable legislation;
11.3.4. changes in legal acts and in their interpretations, their impacts on the Client and implementing those changes in the Platform, unless it is obligatory to Avokaado under the law or a court decision made regarding Avokaado;
11.3.5. force majeure and other faults and disturbances not caused or affected by Avokaado which prevent the Client from using the Platform, Web Site or its services;
11.3.6. errors, damages or settings in the Client’s device that are unsuited for the use of the Platform or Web Site;
11.3.7. delays, disruptions or failures in the use of the Platform or Web Site due to maintenance or development works;
11.3.8. processing data by third persons to whom the Client has given the consent to forward the data by Avokaado;
11.3.9. disruptions and failures in third party systems that affect the functioning and availability of the Platform and Web Site;
11.3.10. loss of the Client’s password or its falling into the possession of unauthorized third party or its use by unauthorized third party.
11.4. To the extent permitted by law, in no event shall either party be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunity. Except for the Client’s liability for payment of fees, obligations according to the indemnification clauses and under Client’s liability for violation of Avokaado’s intellectual property rights, if, notwithstanding the other terms of the contract, either party is determined to have any liability to the other party or any third party. Parties agree that the aggregate liability of the party will be limited to total amounts Client has actually paid for the use of the Platform and Services in the twelve (12) month period preceding the event giving rise to a claim.
11.5. Avokaado shall not be liable for the management of the Client’s account, including any offenses committed using the Platform, irrespective if it was committed by a person authorised to use of the Platform or not.
11.6. Avokaado shall not be liable for the delay in sharing a document by the Client’s nor for any damage incurred thereby.
11.7. The Client and Avokaado shall defend, indemnify and hold each other 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/Avokaado’s infringement or breach (intentional or negligent) of its obligations as a data controller under this Contract or any Data Protection Laws.
11.8. The Client is liable for any misuse committed by the User.
11.9. While Avokaado takes all reasonable steps to ensure a fast and reliable service, it does not guarantee that the use of the Platform, Web Site and Services will be interruption or error free and will not be responsible for any disruption, loss of or corruption of any material in transit, or loss of or corruption of material or data when downloaded onto any computer system.
11.10. The Client may not assign or transfer any of the rights or subcontract any of the obligations under these Terms of Service except with the specific permission in writing from Avokaado.
11.11. Failure or delay of exercising any rights by any Party under the Service Contract will constitute a waiver of that right. No waiver under the Service Contract will be binding unless made in writing by the party granting that waiver.
11.12. Force Majeure – neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, natural disaster, electrical, internet, or telecommunication outage that is not caused by the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
12. GOVERNING LAW AND JURISDICTION
12.1. This Contract is governed by the laws of the Republic of Estonia
12.2. The Service Contract is to be enforced to the fullest extent allowed under applicable law. Should any term of the Service Contract is found by the competent court under the applicable jurisdiction to be contrary to the law, the term will be amended by the court and will be interpreted as far as possible to achieve the intentions of the original term to the fullest extent allowed by law and the remaining of the Service Contract will remain effective. the Republic of Estonia.
12.3. If the Client is not satisfied with the activities of Avokaado, it has the right to file a complaint to Avokaado. Avokaado shall make efforts to settle the disputes by means of negotiations. Other contractual disputes between a Client and Avokaado shall also be sought to be settled by negotiations.
12.4. If the settlement of a complaint or other disputes by negotiation fails, it shall be resolved in Harju County Court in Estonia.