Terms of Service
These Terms of Service apply to the relationship between the customer subscribing to the services (hereinafter Customer) and BuildrLink OÜ, a company incorporated under the laws of Republic of Estonia, seated in under the registration number 16029626 (hereinafter Supplier). These Terms of Service set the terms, rights, restrictions and obligations on using the BuildrLink service, as detailed herein.
- User account – a Supplier-hosted or -administered account provided to the Customer through the Service for the purpose of enabling such Customer to use the Service.
- Service – a web-based procurement software as described on our website.
- Service Plan – the type of Service provided by the Supplier. Services are provided under different labels (e.g. "Free", "Small", "Enterprise"), each label designating a particular Service Plan. Different prices are charged for different Service Plans. The detailed descriptions and pricing of Service Plans are available on our website.
3. ENTERING THE AGREEMENT
The agreement between Supplier and Customer is considered concluded from the moment the Customer starts using the Service. The Terms of Service also apply to the free trial.
Supplier hereby grants Customer a perpetual, personal, non-assignable & non-transferable, commercial, non-exclusive subscription right to the Service.
The Supplier will use commercially reasonable efforts to provide the Service to the Customer in accordance with the Customer's Service Plan.
The Customer acknowledges that (i) the Service has not been designed to meet their individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant.
The Service is provided on an "as is" and "as available" basis.
The Customer's selection and use of the Services are at the Customer's own risk, and so is the Customer's and the End-agrees' exposure to, down- and upload of, as well as transmission and possession of information and other objects through or due to the Service.
The Customer may not assign or transfer his rights and duties under this subscription; except where such assignment is part of a solvent re-organisation within the Customer’s group of companies.
5. FEE AND BILLING
The service fee is dependent upon the Service Plan chosen by the Customer. Customer can upgrade their Service Plan in the Service by choosing a different plan.
The payment is made through a payment solution on Supplier’s website or any other means provided by the Supplier (e.g Bank Transfer, PayPal etc).
Unless otherwise agreed at the time of subscription, the Customer's billing cycle is 30 days, starting on the day immediately following their subscription to the respective Service Plan, or, if a free trial period has been granted to the Customer, on the day immediately following the expiry of the trial period. Payment for the Service is due in advance by the first day of each billing cycle and shall be made either by wire transfer or credit card or, where available, by ACH transfer. The Customer acknowledges that late payment may result in the suspension or cancellation of the Service.
The Supplier has the right to change the fees of the Service by giving at least 30 calendar days' notice. If the Customer does not agree with the new service fees, the Customer has the right to ordinarily cancel the Service by giving 10 calendar days' notice.
If the Customer has paid in advance and cancels the Service ordinarily before the end of the settlement period, then Supplier will not reimburse the fee paid by the Customer in advance.
All fees and rates are exclusive of value added tax, sales tax and other public burdens. The Customer shall be solely responsible for all taxes and other burdens that may be levied on the Customer's purchase or use of the Service.
6. CUSTOMER UNDERTAKING
All information provided by the Customer during the sign-up process must be true, accurate and up-to-date and the Customer undertakes to promptly correct any information that becomes outdated or incorrect.
The Supplier is entitled but not obliged to verify the Customer's information and may rely on this data without any verification.
The Customer must comply with all laws, regulations and ordinances applicable to the Customer's use of the Service.
Each person subscribing the Customer to the Service or otherwise representing the Customer upon the latter's entry into the agreement personally warrants to the Supplier that s/he has the authority to act on the Customer's behalf and that the Terms Of Service is binding upon the Customer.
7. USER ACCOUNT MANAGEMENT
Use of the Service is subject to conditions permitted by the technical functionality of the Service.
With respect to the Customer's username and password, the Parties have agreed that the Customer shall be responsible for (i) maintaining the confidentiality of their username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) any and all consequences of use or misuse of such username or password.
The Supplier has the right to suspend the provision of the service (incl. close the access to the User Account) if the Customer's debt to Supplier is longer than fourteen (14) calendar days.
8. TECHNICAL DEVELOPMENTS
The Service is provided with the functionality and technical level made available to the Customer at the time of accepting these Terms of Service. If the Customer wants additional functions of the web platform, the development work will be carried out by agreement of the parties.
The Supplier has the right to change the functionality of the Service, among other things in connection with the technical or substantive development of the Service, the development of additional functions or the need to change the technical parameters.
If the Customer does not agree with the functional changes to the Service, the Customer has the right to ordinarily cancel the Service by giving at least sixty (60) calendar days' notice a form that can be reproduced in writing. If the Customer has not cancelled the Service within the specified term, the Customer shall be deemed to have agreed to the changes, and they shall be valid in full.
9. INTELLECTUAL PROPERTY
The Customer acknowledges that all Service-related Intellectual Property belongs and shall belong to the Company. The Customer shall not acquire any right, title, or interest in the aforesaid Intellectual Property or otherwise in connection with the Service. Any rights not expressly granted herein shall be deemed withheld. Neither the fact of concluding this, nor any provision contained herein, nor any breach by any Party of its obligations hereunder, shall be construed as creating in the Customer or cause the Customer to acquire any proprietary right, security interest, pawn or any other right of security with respect to any item or asset belonging to the Supplier or the Company.
The Supplier respects the Intellectual Property of others and may, in appropriate circumstances and at its discretion, disable or terminate any User Account through which the rights of others are infringed.
The Customer hereby agrees not to modify, adapt, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service. If the source code of the Service is otherwise made available to the Customer, the Customer acknowledges that the copyright to such source code belongs to the Supplier and the Customer use of the source code is permissible only under the terms and only to the extent allowed under these Terms of Service.
The Supplier does not have any obligation to enhance, modify or replace any part of the Service or to continue developing or releasing new versions thereof.
The Supplier ensures the secure storage of confidential data and personal data entered through the Service. Supplier is not responsible if the confidential information and personal data published through the user account become known to third parties due to the activities of the User Account users (e.g. disclosure of the user ID and/or password to the third party).
Neither party may disclose confidential information that came to its knowledge during performance of the Terms of Service without the prior written consent of the other party.
The goal of Supplier is to provide the best quality and security service, but Supplier cannot guarantee that the Service is uninterrupted, timely and error-free always. Supplier is not responsible for technical obstacles and damages arising from the use of the Service, including if it is caused due to the actions or omissions of the web hosting, internet service provider or another service provider.
Supplier is not liable for damages incurred by the Customer and third parties in the following cases:
- impossibility to use the Service or any part thereof, including in the event of a technical error or temporary obstruction;
- temporary unavailability of the Service or an error that causes temporary unavailability of information;
- destruction, erasure or corruption of data.
The Supplier indemnifies the Customer for direct property damage caused by non-performance or improper performance of obligations, which has arisen because of intentional actions or gross negligence of Supplier. Supplier is not liable for indirect damage to the Customer and is not obliged to compensate for lost income, expenses related to interrupted business activities, loss of profit or other similar losses. The maximum rate of compensation for damages of Supplier does not exceed the total amount of the Service Plan fee for six calendar months.
The Customer must notify Supplier in writing of the amount of the damage and the basis for compensation for the damage within 30 calendar days of becoming aware of the damage. Supplier has the right to demand the submission of documents certifying the existence and amount of damage and other necessary information. Claims for damages expire within one (1) calendar year.
If the Customer delays in fulfilling the financial obligations arising from the Terms of Service, he/she undertakes to pay interest at the rate of 0.05% of the amount not paid on time for each calendar day of delay. Interest on payments will be calculated from the day following the due date and will be terminated on the day the fees are received. If the Customer must pay default interest in addition to the principal financial obligation, the default interest is written off first and then the principal financial obligation. A financial liability that became receivable earlier is extinguished before the financial liability that becomes receivable later.
For the avoidance of doubt in no event will either party be liable to the other party in contract, tort, misrepresentation or otherwise, for any indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever, nor for any direct or indirect loss of profit, loss of anticipated profits, loss of revenue, loss of anticipated revenue, loss of savings or anticipated savings, loss of business opportunity, increases in cost of working whether anticipated or not, loss or corruption of data, loss of use or loss of operating time and any costs and expenses associated therewith, loss or damage to software or data which it contains during repair or upgrade whether or not the same are under warranty, the cost of purchasing elsewhere, depletion of goodwill or reputation or otherwise which arise out of or in connection with the Service and whether or not foreseeable or made known to the other party
Statements of the Parties that have legal consequences for the Terms of Service its performance must be submitted in a form reproducible in writing.
13. VALIDITY AND TERMINATION
This agreement shall continue in perpetuity unless terminated by either party given at least 30 days’ notice prior to beginning of the next billing cycle.
In the event of termination of the agreement, all User Accounts within the Service will be closed, and the content and materials of the Customer's User Accounts will be deleted.
The Supplier may terminate this agreement extraordinarily without prior notice in the case where Customer:
- Becomes insolvent or otherwise entered into any liquidation process; or
- Customer is in breach of any of the terms of service and such breach is not cured within 14 days of notification; or
- Customer is in fundamental breach of any of the Terms of Service.
14. DISPUTE RESOLUTION
Disputes arising from or related to the Terms of Service will be resolved through negotiations. In case of failure of negotiation uses, disputes shall be settled in Harju County Court based on legislation in force in the Republic of Estonia.
Terms of Service Version Date: October 24, 2020