Terms of Service #
1. PARTIES #
Service Provider: Asociația unPi pentru Școlari, a Romanian NGO, CIF 41680036, and
Customer: The legal entity that has agreed to these Terms of Service
2. PURPOSE #
The purpose of these Terms of Service is to specify the terms and conditions under which the Service Provider will provide unpi.ro online service (hereinafter the “Services”) to the Customer. The Customer may use the Services only subject to accepting these Terms of Service.
3. DESCRIPTION OF THE SERVICES #
The Services comprises of mobile applications and their dependencies. The Services are further described in unpi.ro website and/or other documentation provided by the Service Provider to the Customer.
The Service Provider will make its commercially reasonable efforts to keep the Services available on 24/7/365 basis. However, there may be occasional outages in the Services and the Service Provider makes no warranties and hereby disclaims any liability in respect of the availability or functioning of the Services.
4. SERVICE FEES #
The use of the Service during the trial period is free of charge. After the trial period, the service fees comprise of the monthly base fee and the variable fee which is based on usage. The base fee and variable monthly fee are further specified in the applications specific pages in the App Store, and in the apps themselves. The prices for any add-on services shall be agreed separately between the Parties. All prices shown in the App Store are inclusive of value added tax (VAT).
The Service Provider retains the right to adjust the fees at its discretion. The Service Provider shall notify the Customer of new adjusted prices via the App Store with thirty (30) days prior to the new prices coming into effect.
5. INTELLECTUAL PROPERTY #
The Services are provided as mobile applications. All intellectual property rights to the Services shall be vested in and remains as the sole property of the Service Provider or its licensors. The Customer has the right to use the Services in accordance with the service subscription, but shall have no right to copy or replicate any part of the Service for its own business purposes.
6. CHANGES TO THE SERVICES #
The Service Provider has the right to make changes to the Services at any time, which provide new features or improvements to the Services. The Service Provider may notify the Customer of these changes in advance. However, the Service Provider has the right to make the changes without prior notification to the Customer if the changes a) concern only the technical environment and do not impact the content of the Services, b) are necessary in order to prevent serious security risks or c) are required by law or other orders by authorities.
7. SERVICE MAINTENANCE #
The Service Provider has the right to suspend the Services for a reasonable time in order to optimise and enhance the Services and/or carry out regular maintenance or service work. The service windows are generally outside the usual business hours; normally during the weekends. Where reasonably possible, the Customer shall be informed electronically about any service work to be carried out outside the service windows specified above.
The Service provider has the right to stop the Services at any time, if there is a maintenance work in the public network connections, a serious risk to the security of the Services or if the law or other orders by authorities require the stop of the Services.
8. USE OF THE SERVICES #
The Customer must store the user ID and password carefully and not provide access to these to any unauthorised third parties. The Customer is liable for any use of the Services with the Customer’s user ID and password. The Customer must promptly inform the Service Provider if it becomes aware of any unauthorised use of the user ID and password.
The Service Provider may terminate the Customer’s user account and the right to use the Services with or without a notice if the Service Provider believes the Customer’s use of the Services violates these Terms of Service or applicable laws.
9. CUSTOMER GENERATED DATA AND PRIVACY #
The Customer shall be liable for all data and other material uploaded or generated by the Customer in the Services. Such Customer-generated data shall be regarded as the exclusive property of the Customer, provided, however, that nothing herein shall be construed as prohibiting the Service Provider, during the term of the Services or thereafter, from utilising the aggregated, anonymised or statistical data derived from the Customer-generated data. If the Customer-generated data contains personal data of the Customer or its clients, the Customer shall be responsible to ensure that it has the right in accordance with applicable data privacy laws to provide such data to the Services.
10. LIMITATION OF LIABILITY #
The Service Provider or its licensors shall not be responsible for any indirect or consequential damages, including but not limited to loss of business, loss of goodwill or loss of data, caused to the Customer. The total aggregate liability of the Service Provider and its licensors against the Customer shall, in all cases, be limited to the fees paid by the Customer for the Services during the three (3) months’ period preceding the relevant breach. The aforementioned limitation of liability shall not apply in cases of gross negligence or wilful misconduct.
11. INDEMNITY #
The Customer shall indemnify and hold the Service Provider harmless from and against all claims, damages and liabilities arising from Customer’s use of the Services in connection with Customer’s own business.
12. TERM AND TERMINATION #
The Services ordered by the Customer shall commence on the date the Customer logs in to the Service and accepts these Terms of Service. The Service shall be provided for an initial fixed term trial period. The duration of the trial period is thirty (30) days unless otherwise separately agreed between the Parties electronically. Either Party may terminate electronically the Services during the trial period by one (1) days’ notice.
If the Service is not terminated before the end of the trial period and the Customer continues the use of the Service, the Service and these Terms of Service shall automatically continue in force until further notice and the Customer undertakes to pay the fees for the Service as set out above in section 4 Service Fees. After the trial period, either Party may terminate electronically the Services by thirty (30) days’ notice.
The Service Provider may terminate the Services with immediate effect if the Customer is in a material breach of these Terms of Service.
13. REFERENCE USE #
The Service Provider has the right to use the Customer as a reference in its own marketing and sales activities. The use of Customer as a reference will be done in accordance with good industry practice.
14. APPLICABLE LAW AND DISPUTE RESOLUTION #
These Terms of Service shall be governed by the laws of Romania, excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to these Terms of Service shall primarily be settled in mutual negotiations between the Service Provider and the Customer. If the Service Provider and the Customer cannot reach a mutually acceptable solution to the dispute, controversy or claim, it shall be finally settled by the District Court of Bucharest.
15. MISCELLANEOUS #
If any provision of these Terms of Service are found invalid or unenforceable by a competent court, the remaining part of the Terms of Service will remain in full force and effect. The Service Provider may update and amend these Terms of Service from time to time. The Service Provider will inform the Customer of any material changes but encourages the Customer to review these Terms of Service regularly. The latest version of these Terms of Service are available here.