Terms of Service
AS Levira , a limited liability company incorporated in Estonia under registry code 10203566 ( Levira ), address Kloostrimetsa tee 58A, 15026 Tallinn, Estonia, agrees to furnish the LeviraCloud services (the Service ) via and as specified on the www.leviracloud.eu site (the Site ) to the customer ordering the Service (theCustomer ), subject to the following Terms of Service.
Execution of Agreement. Access to Service
1.2 The Agreement is deemed accepted by and binding to the Customer as soon as the Customer has flagged the checkbox „read and accept the Terms of Service“ and clicked the „Signup“ button on the „Create Account“ tab on the Site and has received a confirmation by e-mail from Levira of successful completion of creating the Customer’s account on Levira’s server (the Account ).
1.3 The Terms of Service (as may be amended from time to time) remain in force in respect of the Customer as long as the Customer uses the Service.
1.4 The Customer may be an individual or a legal person. The Customer may use the Service provided that the Customer has the legal capacity to conclude a binding contract and is not barred from receiving the Service under the law.
1.5 In order to access the Service the Customer is required to provide current and accurate identification, contact, and other information as part of the Account creating process.
1.6 Upon creating the Account the Customer will receive from Levira the codes required to access the Account and the Service.
Service Description. Service Level
2.1 Detailed description of each ordered Service is available on the https://portal.levira.ee/machines tab on the Site [as well as given in a confirmatory e-mail sent by Levira to the Customer’s e-mail following each order of a Service by the Customer].
2.2 The service level description as well as Levira’s and the Customer’s rights and obligations relating thereto are set out in the Service Level Agreement http://leviracloud.eu/legal/sla.
Customer Undertakings and Responsibility
3.1 The Customer undertakes to use the Service in full compliance with applicable laws and third party rights.
3.2 Without anyhow limiting the effect of Section 3.1 above, the Customer undertakes to ensure the compliance with the laws and third party rights of all content, including any information, personal and other data, copyright-protected works, trade marks, trade secrets, advertising, and any other type of content that is created, uploaded, stored, displayed, transmitted, inserted or applied in any other way by the Customer or any third person who the Customer enables to create, upload, store, display, transmit, insert or otherwise apply(including but not limited to the Customer’s business partners and clients) any of such content on Levira’s servers upon exploitation of the Service or otherwise. The Customer is liable for any violation of the law or third party rights caused by the use in any way of such content and will hold Levira and any of its employees harmless and fully indemnified against any claims that may be brought by such harmed third party or a law enforcement agency against Levira or any of its employees (including, but not limited to any statutory fines, contractual penalties or compensation of damages for the violation of intellectual property rights, image rights, unauthorised processing of personal data, disclosure of prohibited advertising, etc.).
The Customer undertakes, where possible under the law, to assume from Levira the obligation to pay any such claim or sanction brought against or imposed on Levira or any of its employees by any person, agency or body. In the event such assumption of the payment is not possible under the law, Levira will claim from the Customer indemnification of any payment Levira has made under any such claim or sanction plus all costs and reasonable legal costs borne by Levira, and the Customer will pay the same to Levira within the reasonable term set by the latter.
3.3 The Customer undertakes not to upload, store, display, transmit, insert or apply in any other way on Levira’s server any material or content that to Levira’s discretion is of threatening, obscene, indecent, or defamatory nature, and will bear sole responsibility for any damage caused to Levira or any third person by doing so.
3.4 The Customer undertakes sole responsibility for the confidentiality of the Account access information and the actions of all users of the Account, and undertakes to immediately notify Levira of any unauthorised use of the Account or any other breach of security relating to the use of the Service. The Customer acknowledges and accepts that all accesses to the Account using the Customer’s access codes are attributable to the Customer.
3.5 The Customer will not engage in any activity that interferes with or disrupts the Service, the Site or violates or threatens the system or network security. Among other, the Customer must apply reasonable care in keeping the software it runs on Levira’s server up to date and patched with the latest security updates. The Customer will be liable for any damages caused to Levira or any third person by a breach of the said obligations.
3.6 Should any undertaking set out in Sections 3.1 – 3.5 above be breached, Levira will, without prejudice to any other remedy available under law or these Terms of Service, have the right to immediately suspend the furnishing of the Service and eliminate the Customer’s access to the Account until the remedy of the breach, even if such breach by the Customer is only partial or contested.
4.1 As consideration for the Service the Customer undertakes to pay to Levira the fees indicated on the Site in the relevant Section „Service Fees“ (the Fees). Fees for Service used are calculated on an hourly basis.
4.2 Levira is not responsible for any additional bank fees, interest charges, or other such fees resulting from charges billed by Levira. Currency exchange settlements will be based on agreements between the Customer and the provider of the Customer’s credit card.
Invoicing and Payment
5.1 The Customer agrees that Levira may charge the credit card which details the Customer has indicated upon creating the Account, even in advance of providing the Service for the Fees, applicable taxes and any other payments the Customer may incur under the Agreement. The Customer’s credit card will be charged for any cost of the Service the Customer has ordered in advance of the use of such ordered Service. The Customer will be able to use the Service as soon as Levira has received a confirmation on receipt of relevant payment from the payments processing service provider contracted by Levira.
5.2 Levira may assign its claims against the Customer to a third party debt collection agency for collection.
6.1 The Customer may cancel the Agreement without notice at any time by using the “Cancel Account” link located on the User tab on the Account.
6.2 Levira may cancel the Agreement without reason at any time by giving the Customer a 30 days prior notice. In such case the Customer will be offered a pro-rated refund of any positive balance on its Account with Levira according to Section 6.6 below.
6.3 Levira may cancel the Agreement and terminate furnishing the Service without notice if the Customer has committed a material breach of the Agreement. The following, among other, will be deemed a material breach of the Agreement by the Customer:
- Levira has suspended the Service under Section 3.6 and the Customer has not remedied the underlying breach within five days or, if other cure period is given by Levira, within such other cure period;
- the Customer has breached the confidentiality undertaking set out in Section 11 below;
- the Customer has committed any other breach of the Agreement for more than two times.
6.5 Cancellation of the Agreement by either party, and irrespective of the basis of cancellation, does not relieve the Customer of responsibility for the payment of all accrued Fees and performing any other obligation that may have arisen to the Customer hereunder before the cancellation.
6.6 Any outstanding obligations of the parties upon cancellation of the Agreement on any basis will be settled within reasonable time after the expiry of the Agreement.
Personal Data and Privacy
8.1 The Customer expressly acknowledges and agrees that the use of the Service is at the Customer’s sole risk. Levira provides the Service on an „as is“ and „as available“ basis. To the maximum extent permitted by law, Levira expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
8.2 Levira does not warrant that:
- the Service will meet the Customer’s requirements;
- the Service will be uninterrupted, timely, secure, or error-free;
- the results that may be obtained from the use of the Service will be accurate or reliable;
- the quality of any products, services, information, or other material purchased or obtained by the Customer through the Service will meet the Customer’s expectations; and
- any errors in the software will be corrected.
8.3 Any material downloaded or otherwise obtained through the use of the Service is done at the Customer’s own discretion and risk and the Customer will be solely responsible for any damage to its computer system or other device or loss of data that results from the download of any such material.
8.4 No advice or information, whether oral or written, obtained by the Customer from Levira or through or from the Service will create any warranty not expressly stated in the Terms of Service.
8.5 The provisions of this Section 8 of the Terms of Service apply unless expressly otherwise set out in the Service Level Agreement http://leviracloud.eu/legal/sla.
Limitation of Liability
9.1 The Customer acknowledges that the Service provided is of such a nature that the Service can be interrupted for many reasons other than the negligence of Levira and that damages resulting from any interruption of the Service are difficult to ascertain. Therefore, the Customer expressly acknowledges and agrees that Levira will not, unless expressly set out otherwise in the SLA, be liable to the Customer for any damages, direct or indirect, and even if Levira has been advised of the possibility of such damages, resulting from the following:
- the use or inability to use the Service;
- loss of data;
- the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service;
- unauthorised access to or alteration of the Customer’s transmissions or data;
- statements or conduct of any third party on the Service.
9.2 Without prejudice to the previous Section 9.1 and save for any liability of Levira for wilful misconduct or gross negligence, and unless expressly otherwise stipulated in the SLA, it is hereby agreed that should Levira be held responsible to the Customer for any reason, the maximum indemnity claimable by the Customer will be 9% of the Fees for the Service paid by the Customer to Levira over the previous 12 months period before the event triggering the liability of Levira occurred.
9.3 Nothing in this Section 9 and the rest of the Agreement is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Accordingly, only the above limitations which are lawful and valid in applicable jurisdiction will apply to the Customer and liability of Levira will be limited to the maximum extent permitted by law.
9.4 Any claim arising out of the Agreement expires after the lapse of one year as of the day such claim arose.
Intellectual Property Rights
10.1 The Customer acknowledges and accepts that Levira owns and will continue to own all intellectual property rights in any way connected with anything that is provided by Levira (either owned by Levira or used on a contractual basis) to the Customer as part of the Service and its relevant content (including methodologies, know-how, models, templates, software, technologies and formats for presenting relevant content, source codes, etc.). Levira therefore without prejudice to its confidentiality undertaking pursuant to Section 11 below, shall have the right to use those materials and the relevant content at its unfettered discretion whilst carrying out its activities and providing its services to third parties.
11.1 Either party undertakes to treat as strictly private and confidential and not to disclose to third parties any information, data or document in any medium, made available on Levira’s server or otherwise, relating to the other party or any third person, which it obtains as a result of entering into or performing the Agreement, including, but not limited to the information on the works protected according to Section 10.1 above (the Confidential Information ).
11.2 The undertaking set out in Section 11.1 above will not be deemed to be breached if the Confidential Information is already in the public domain when disclosed or the disclosure of such information by a party is required by law.
Entire Agreement. Amendments
12.2 Unless expressly otherwise set out in other Agreement documents, Levira may unilaterally amend the Terms of Service and any other terms and conditions of the Agreement at any time by notifying the Customer of the planned amendments via the Account at least 30 days before the entry into force thereof. The Customer may cancel the Agreement before the entry into force of the amendments by using the “Cancel Account” link located on the User tab on the Account. If the Customer has not cancelled the Agreement by the time the amendments take effect, the amendments are deemed binding to the Customer.
12.3 These Terms of Service may be saved for the future reference by clicking the „Save As“ button on the „File“ menu of the browser and print by clicking the „Print“ button on the „File“ menu of the browser.
13.1 The Agreement and the relationship between Levira and the Customer will be governed by and construed according to Estonian law. Any disputes in connection with the same will be submitted to be settled by the Harju County Court.
Waiver and Severability of Terms
14.1 The delay or failure by Levira to exercise any right provided for by the Agreement will not be deemed to constitute a waiver of the same.
14.2 Should any provision of these Terms of Service or other terms and conditions of the Agreement be held to be invalid, unlawful or unenforceable, for any reason whatsoever, the validity and enforceability of the remainder of the Agreement will not be affected. The parties undertake to replace in good faith the clauses of these Terms of Service or other terms and conditions of the Agreement held to be invalid and/or unenforceable with clauses which to the extent possible have the same effect.
Customer Acknowledgement on Understanding the Terms of Service
15.1 THE CUSTOMER HEREBY DECLARES THAT IT HAS READ AND UNDERSTOOD AND ACCEPTS THESE TERMS OF SERVICE AND THAT IT HAS PAID SPECIFIC ATTENTION AND UNDERSTANDS AND ACCEPTS THE FOLLOWING SECTIONS IN THESE TERMS OF SERVICE: 1.2, 3.1 – 3.6, 4.1, 4.2, 5.1, 7.1 – 7.2, 8.1 – 8.4, 9.1 – 9.4, 12.1, 12.2.
Effective Date 20. October 2012