Bizney Terms & Conditions
Last updated: 30.1.2019
These terms & conditions govern the use of the software integration service “Bizney Erply” and related services provided by Bizney. By signing or otherwise accepting an Order or by accepting this Agreement as part of the sign up procedure of the Bizney Services (e.g. by clicking “I agree”), or by accessing the Bizney Services, you accept the terms and conditions of this Agreement and agree to abide by them.
As used in this Agreement, the following capitalized terms shall have the meaning set out below.
“Agreement” means these Bizney Terms & Conditions and any Orders executed between the Parties.
“Customer” shall mean the entity or person having ordered the Bizney Services hereunder.
“Customer Data” shall mean all Customer’s data that a User or another Party acting on the Customer’s behalf generates in or submits to the Bizney Solution.
“Bizney” shall mean Bizney (business ID XXXXX).
“Bizney Solution” means the Bizney proprietary Software as a Service integration software service “Bizney” which is generally provided to the customers of Bizney, as well as any associated software provided to the Customer by Bizney. Unless otherwise agreed, the Bizney Solution is offered as a software as a service as described on the Bizney Website.
“Bizney Services” means the Bizney Solution as well as any additional setup/training and other services provided by Bizney, as described from time to time on the Bizney Website.
“Bizney Website” means the website of Bizney, www.Bizney.com.
“Error” means any material failure in the Bizney Services to conform substantially, subject to the system requirements communicated to the Customer, to the material specifications of the relevant published version of the Bizney Services as set out in the service description at the Bizney Website from time to time when used for the purposes set out on the Bizney Website.
“Free Version” means any versions of the Bizney Solution from time to time available to Customers for trial and other use free of charge.
“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Order” shall mean an executed written or electronic order or offer for the subscription of Bizney Services, including orders made on the Bizney Website.
“Party” shall mean Customer or Bizney (jointly the “Parties”).
“Service Fees” shall mean the fees charged by Bizney from time to time from Customers as agreed between Bizney and Customer or as communicated on the Bizney Website.
“Subscription Period” shall mean, unless otherwise set out on the Order, the prepaid fixed term during which the Customer is entitled to use the Bizney Solution as set out in the Order.
“Users” shall mean those emplees or contractors of Customer who are entitled to use the Bizney Solution under this Agreement.
Use of Bizney Services
2.1 License grant
Subject to the terms and conditions of this Agreement and the due payment of the Service Fees, Bizney hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right to the Customer to access the Bizney Solution during the term of this Agreement.
The Customer may use the Bizney Solution only and strictly in accordance with the terms of the Agreement, only for the internal purposes of the Customer.
Bizney shall have the right to deny the Customer’s access to the Bizney Services without any prior notice to the Customer, if Bizney suspects that the Customer uses the Bizney Services in violation of the terms of this Agreement.
2.2 Usage restrictions
The Customer and the Users are not permitted and not entitled to permit others to do any of the following:
copy, modify, distribute, rent, sub-license, lease the Bizney Services or otherwise make them available to or grant access to third parties without the prior written consent of Bizney;
circumvent or try to circumvent any usage control or anti-copy functionalities of the Bizney Services;
reverse engineer or decompile the Bizney Services or access the source code thereof, except as permitted by law;
probe, scan or test the vulnerability of the Bizney Services;
use the Bizney Services for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
use the Bizney Services in violation of applicable law;
to use the Bizney Services in ways that violate intellectual property rights, business secrets, or privacy rights of third parties;
use the Bizney Services to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destr, or limit the functionality of computer software or equipment.
2.3 General obligations of Customer
The Customer is responsible for acquiring any and all network connections and all technical equipment required for using the Bizney Services and is liable for any costs thereof.
The Customer agrees that it shall indemnify and hold Bizney harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against Bizney that may arise from the Customer’s use of the Bizney Solutions in breach of this Agreement, including claims that the Customer Data infringes the Intellectual Property Rights of third parties.
Registration and Security
3.1 Registration and sign-up
The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated on the Order to the Agreement.
The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.
3.2 Security and unauthorized use
The Customer shall use all reasonable endeavours to prevent unauthorized access to, or use of, the Bizney Services. The Customer shall ensure that a possible user name, passwords, and equivalent information obtained by the Customer in conjunction with registration to certain parts of the Bizney Services (such as dashboards and user portals) are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.
Where it is suspected that any unauthorized person has become aware of a user name and/or password, the Customer shall immediately inform Bizney thereof and change such user name and/or password.
The Customer shall be liable for any use of the Bizney Solution with the user names and/or passwords of the Customer.
4.1 Rights to Customer Data
The Intellectual Property Rights and the title to the Customer Data shall belong to the Customer.
Bizney and its subcontractors (subject to applicable data protection laws) may use, copy, store, and modify Customer Data during the term of this Agreement for the purposes of providing the Bizney Services and managing the customer relationship between Bizney and Customer as well as analyzing the use of the Bizney Services. Such right shall be non-exclusive, ralty-free and worldwide.
Bizney shall have the right to generate anonymous usage and other data from and by using the Customer Data. The Customer grants Bizney and its subcontractors a perpetual, non-exclusive, worldwide, ralty-free, transferable and sublicensable license to use, modify, copy, publish, and store such anonymous data for any business or other purpose of Bizney, including for the purposes of developing existing or new services and analyzing the use of the Bizney Services. For clarity, anonymous data shall not in any event be used in a manner that identifies the Customer or any natural person. Such license shall survive the expiry or termination of this Agreement.
Bizney shall not be used as a storage service. Customer shall be solely responsible for storing appropriate backup copies of the Customer Data.
4.2 Liability for Customer Data
The Customer shall be responsible for its Customer Data and shall be liable for ensuring that Customer Data does not infringe any third party rights nor in any other manner violates applicable legislation, and that the Customer and Users possess such necessary licences and permissions from third parties as may be required in order to process the Customer Data/use the Bizney Services.
5.1 Personal data collected by Bizney
5.2 Processing of Customer Data
To the extent the Customer Data contains personal data, Customer acts as data controller under applicable data protection laws and Bizney processes such personal data on behalf of Customer as data processor. In case Bizney processes personal data on behalf of Customer:
the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to provide the Bizney Services and perform Bizney’s other obligations under this Agreement, unless otherwise instructed by Customer. All international transfers of personal data shall comply with requirements set out in applicable laws;
the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Bizney so that Bizney may lawfully use, process and transfer the personal data in accordance with this Agreement on behalf of the Customer;
unless otherwise agreed, the Customer authorizes Bizney to use subprocessors for the processing of the personal data contained in the Customer Data for the provision of the Bizney Services agreed upon;
the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
Bizney shall ensure that the Bizney emplees or other persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
Bizney assists the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights under applicable law;
Bizney reasonably assists the Customer in ensuring compliance with data security obligations set out in applicable laws taking into account the nature of processing and the information available to Bizney;
makes available to Customer information necessary to demonstrate compliance with applicable data protection laws;
Bizney shall process the personal data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by the Customer from time to time;
each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage to ensure the level of security required under applicable law and the rights of the data subjects;
all personal data contained in the Customer Data shall be anonymized upon the expiry or termination of this Agreement after a reasonable retention period as communicated by Bizney to Customer from time to time, unless the Customer requests an earlier anonymization date by written notice to Bizney or unless otherwise required by applicable law; and
the Parties shall, during the term of this Agreement cooperate to find suitable solutions on how to process personal data in accordance with and in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679), if applicable during the term of the Agreement.
Provision of Bizney Services
Bizney shall have the right to schedule regular maintenance work of the Bizney Solution during which time the Bizney Solution may be temporarily unavailable.
Bizney shall at all times have the right to temporarily suspend the provision of the Bizney Solution during such office hours in accordance with the following, without any obligation to compensate any damages or service level failures to the Customer:
if suspension is necessary in order to perform installation, change or maintenance work in respect of the Bizney Solution; and
if suspension is necessary due to severe data security risk to the Bizney Services or if required by law or public authorities.
If Bizney suspends the Bizney Services for the above reasons, it shall inform the Customer of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without delay after Bizney has learned of such matter.
The Customer acknowledges that interruptions to the availability of the Bizney Services may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services connected or integrated to Bizney. Bizney shall in no event be liable for such interruptions.
7.2 Changes in Bizney Services
Bizney may under its sole discretion at any time modify and update the Bizney Services or a part thereof and may cease to provide the same. Bizney reserves the right to implement new versions of the Bizney Solution.
Other Bizney Services
The Parties may agree on the provision of other Bizney Services against Service Fees set out on the Bizney Website / agreed separately between Bizney and Customer by concluding a separate Order for such Bizney Services. Other Bizney Services may include set-up/training services as described on the Bizney Website from time to time.
Bizney provides customer support as described on the Bizney Website from time to time.
Enquiries and/or Error notices must be submitted to Bizney’s customer support as set out on the Bizney Website.
Fees and Payment
In return for Customer’s use of the Bizney Services, the Customer shall pay the Service Fees to Bizney applicable to the Subscription Period as set out on the Bizney Website or as separately agreed between Customer and Bizney.
The Customer may upgrade its version of the Bizney Solution at any time during a Subscription Period. Bizney shall promptly charge any applicable Service Fees from Customer resulting from such upgrade. Downgrades of the Bizney Solution shall enter into force after the expiry of the Subscription Period during which the downgrade was made.
All prices are exclusive of VAT and any other applicable taxes or fees imposed by public authorities from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.
All payments made in accordance with this Agreement are non-refundable. For clarity, in the event of early termination during a Subscription Period, the Customer shall not be entitled to a refund of any prepaid fees.
Payment for each Subscription Period shall be made in advance. Payment shall be made by the Customer against invoice issued by Bizney, or through the use of a credit card by using a payment service provided by a third party service provider.
Notices relating to invoices or payments hereunder shall be given in writing within seven (7) days from the date of receipt of the relevant invoice.
Interest on overdue payments shall be payable according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by Bizney when collecting overdue fees.
Without prejudice to its other rights, Bizney may temporarily disable the Customer’s and the Users’ access to the Bizney Solution in the event the Customer has overdue payments in excess of 30 days.
Bizney shall be entitled to adjust the fees and charges of the Bizney Services at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
Either Party shall not disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.
The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verifie by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party much promptly inform the other Party of such disclosure.
The rights and responsibilities under this Section 10 shall survive the expiry or termination of this Agreement for a period of 5 years.
Intellectual Property Rights
All Intellectual Property Rights in or related to the Bizney Services and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Bizney and/or its subcontractors/licensors.
Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in the Bizney Services and all rights not expressly granted hereunder are reserved by Bizney and its subcontractors/licensors.
Intellectual Property Infringements
Bizney agrees that, if notified promptly in writing of and given sole control of the defence and all related settlement negotiations and reasonable assistance from the Customer if necessary, it will defend the Customer against any claim that the Bizney Solution infringes the Intellectual Property Rights of a third party.
Bizney shall pay any resulting costs and damages finally settled or awarded by a court with respect to any such claims to the third party in question. At any time if Bizney deems that any part of the Bizney Solution infringes the Intellectual Property Rights of any third party, Bizney has the right at its own expense to modify/replace the Bizney Solution to eliminate the infringement or procure to Customer a right to use the Bizney Solution. If this is not reasonably possible, Bizney may terminate the Agreement.
Bizney shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of the Customer; (ii) resulted from the Customer’s or a Customer’s subcontractor’s/supplier’s use or modification of or addition to the Bizney Services or by the materials provided by Customer to Bizney (such as Customer Data); (iii) is due to the use of Bizney Services in conjunction with any other third-party software for which Customer has not obtained Bizney’s written approval; or (v) which could have been avoided by using a patch, upgrade or otherwise amended version of the Bizney Services.
This section 12 contains Bizney’s entire liability and Customer’s sole and exclusive remedy in case of Intellectual Property Rights infringements.
Bizney shall be responsible for ensuring that the Bizney Solution substantially, subject to the system requirements communicated on the Bizney Website, conforms to the material specifications of the relevant published version of the Bizney Solution as set out in the service description at the Bizney Website from time to time when used for the purposes set out on the Bizney Website.
Error notification must be given by the Customer in accordance with the instructions announced by Bizney and within 14 days of the discovery of the defect.
Except as specifically provided for above, and to the extent permitted by applicable law, the Bizney Services are provided “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or accuracy or reliability of results from use of the Bizney Solution, that the Bizney Solution will meet specific requirements, that the Bizney Solution will be uninterrupted, completely secure, free of software errors, defects and failures.
Notwithstanding anything to the contrary, Free Versions of the Bizney Services are provided strictly “as is”. In light of the fact that the Free Versions are provided free of charge, Bizney disclaims all warranties, representations, and liabilities and Bizney shall not be liable for damages of any kind related to the Customer’s or User’s use of the Free Versions.
Limitation of liability
To the maximum extent permitted by applicable law, Bizney is not liable to Customer for any lost profits, or for indirect or consequential damages. Bizney’s total aggregate liability under or in connection with this Agreement shall be limited to the average monthly fees paid by the Customer for the Bizney Solution multiplied by 6.
These limitations of liability shall not apply in cases of intentional misconduct or gross negligence.
The Customer acknowledges that some interfaces or integration tools relating to the Bizney Services may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Bizney Integrations are built following security policies and practices of connected third parties and Bizney shall not be liable for any resulting issues caused by them. Bizney shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
This Agreement shall enter into force as of the signature or acceptance of this Agreement. The Agreement shall remain in force for the term of the acquired Subscription Period, whereupon the Agreement shall automatically renew for an additional equally long Subscription Period at the list price in effect at the time of renewal, unless the Customer as given Bizney a notice of nonrenewal prior to the expiry of the ongoing Subscription Period, upon which the cancellation will take effect the day after the last day of the current Subscription Period.
Bizney may terminate the Agreement without cause at any moment, with a 3 months’ prior notice.
A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct the breach within 30 days of having received written notice of the breach.
Notwithstanding the foregoing, a subscription of a Free Version shall be in force until further notice and may be terminated at any time.
The provisions of this Agreement which by their nature reasonably should survive the
termination or other expiration of this Agreement/Subscription Period shall survive any expiration or termination of this Agreement/Subscription Period.
Any notice or other written communication to be given by the Customer under this Agreement shall be in English and sent by email to the following email address: support@Bizney.com.
Any notice or other written communication to be given by Bizney under this Agreement shall be in English and sent by email to the email address indicated in the Order.
If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
Bizney shall be entitled to use subcontractors, including third party software suppliers, for the provision of the Bizney Services. Bizney shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
Customer agrees that Bizney may use the Customer’s name and logo to identify the Customer as a customer of Bizney on the Bizney Website, and as part of a general list of Bizney’s customers for use and reference in Bizney’s promotional and marketing materials.
The Customer agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of the Bizney Services hereunder.
This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof.
If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Headings used in this Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.
Bizney shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Bizney Solution without the Customer’s prior consent.
The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of Bizney.
Bizney is entitled to amend this Agreement by providing the Customer with at least 30 days prior notice. If the Customer does not accept the change made by Bizney to this Agreement, the Customer has the right to terminate the Agreement by notifying Bizney thereof in writing prior to the effective date of such change.
Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.
Where a Party’s performance is prevented for a period in excess of 3 months due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
17.11.Applicable law and dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of United Kingdom, except for its provisions on choice of law.
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 United Kingdom.
With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of Bizney and/or payment obligations against Bizney under this Agreement, Bizney shall have the right, at its sole discretion, to seek remedies in public courts within any relevant territory.