GlobalReader Terms of Service
Effective from 01.04.2020.
These Terms shall apply to all Agreements into which they have been included by attachment or reference. Any amendments to or deviations from these Terms shall only apply if and to the extent explicitly set forth in an Agreement. The Company may change these Terms at any time without notice; however, such changes shall not affect any Agreements that are effective at the time of change.
1. Formation of Agreements
1.1 Any information about any goods and/or services, including without limitation descriptions, illustrations, technical specifications, fees and prices published by the Company on any websites and/or in any catalogues, brochures, or other promotional materials, is non-binding and subject to change at any time.
1.2 Proposals made by the Company to the Client shall constitute non-binding invitations to offer unless explicitly stated otherwise therein. Any proposal that constitutes a binding offer shall be valid for 30 days from the date of being made unless explicitly stated otherwise therein. By including these Terms into a proposal by attachment or reference, the Company indicates its express intent to cause these Terms to become an integral part of any Agreements concerning the content of the proposal. For the sake of clarity, an agreement form produced by the Company and bearing no signature of the representatives of the Parties shall constitute a proposal.
1.3 Any orders made by the Client to the Company that contain a reference to a proposal shall be deemed to include all terms contained in, attached to, or referred to in that proposal, including without limitation these Terms. Any orders made by the Client to the Company without referring to a proposal shall be deemed to include these Terms. No additional or contradictory terms submitted by the Client shall be deemed a part of the order, except if and to the extent explicitly accepted by the Company in advance. The order, together with the proposal referred to therein, shall constitute a binding offer for purchasing the goods and/or services specified therein. For the sake of clarity, an agreement form bearing only the signature of the Client’s representative shall constitute an order.
1.4 An Agreement becomes effective on the date when the Company
(a) communicates to the Client the acceptance of the order, which may also be done by means of returning a countersigned agreement form to the Client or by issuing to the Client a proforma or commercial invoice referring to the order, or
(b) initiates the delivery of any goods and/or services specified in the order.
1.5 Any terms deviating from or additional to these Terms shall only apply to the Agreements if and to the extent they are contained therein, attached thereto, or referred to therein.
2. Provision and Use of Services
2.1 Lease and use of Devices
2.1.1 The Company grants to the Client the use of the agreed number of Devices. The Client shall use the Devices only at the agreed place of use and only for the purpose of using the Services.
2.1.2 Unless otherwise agreed between the Parties, the Client shall install the Devices at the agreed place of use and configure them according to the instructions provided by the Company.
2.1.3 The Client shall ensure, at its own cost and risk, that the technical and environmental requirements provided by the Company are met. These requirements include without limitation:
(a) availability of 220V power to each Device;
(b) direct line of sight from the objects to be counted to each Device;
(c) availability of Wi-Fi signal with strength of at least -65 dB at the location of each Device;
(d) availability of bidirectional network connectivity through IP ports 80, 443, and 5683 between each Device and the hosts at admin.globalreader.eu and cloud.globalreader.eu.
2.1.4 The Client shall not, without prior written permission of the Company, open the enclosures of the Devices, attempt to modify or repair the Devices or attempt to replicate the technical solution implemented in the Devices, or permit any third party to do the same. A breach of this clause is considered fundamental and the Company shall be entitled to claim liquidated damages to the extent of five thousand (5,000) euros per breach.
2.2 Use of Dashboard
2.2.1 The Company grants to the Client the use of Dashboard through the website globalreader.eu.
2.2.2 The use shall be initially granted to the Main User defined in the Agreement. The Main User shall be allowed to add and remove additional user accounts for its employees and contractors, and to assign/remove administrative permissions to/from such accounts. The Client shall not grant access to the Dashboard to any third parties without the Company’s prior written permission.
2.2.3 The Dashboard enables the Main User and, subject to the permissions granted to them, other users to:
(a) monitor in real time the data that is collected by the Devices and processed according to the agreed Service Features;
(b) define the expected ranges of the monitored parameters, and set automatic alerts if the actually measured values fall outside such ranges;
(c) make printouts and generate reports, summaries and analyses concerning the data.
2.2.4 The Client may use the data, reports, summaries and analyses in any considerable way, referring to the Company as the source.
2.2.5 The Company may change the design and features of the Dashboard. If the changes can be reasonably expected to affect the Client’s ability to use the Dashboard together with third-party software or services, of which the Company is aware, the Company shall give the Client a reasonable advance notification of the changes.
2.3 Availability of the Services
2.3.1 The Company shall make the best efforts to ensure the continuous functioning of the Devices and the Dashboard. The Client acknowledges that occasional interruptions are unavoidable.
2.3.2 The Company shall notify the Client of any planned Service interruptions (such as these that may be necessary for adding or replacing the hardware or network connectivity or updating the software of the Dashboard) five (5) days in advance of such interruptions.
2.3.3 The Company shall notify the Client of unplanned Service interruptions (such as these necessary for replacing a failed component or correcting a critical software error) at the earliest reasonable opportunity.
2.3.4 The Services are delivered in accordance with the Agreement as long as the total duration of Service interruptions does not exceed 24 hours during any one calendar month, excluding the interruptions caused by the Client’s failure to fulfill its obligations set forth in clause 2.1.3.
2.3.5 The Company shall compensate the Client for every hour of Service interruptions beyond the limit set forth in the preceding clause by means of reducing the next month’s invoice by 1/730 of the total Service fee for the month during which the interruptions occurred.
2.4 Technical Support
2.4.1 If the Client suspects that a Device has become defective or that the Dashboard has become unavailable or defective, it shall report the defect to the Company without delay.
2.4.2 The Company shall correct the defect (or provide the Client with instructions for correcting the defect) as soon as possible but no later than within three (3) business days as from receiving the report.
2.4.3 If the defect report turns out to be caused by the Client’s failure to fulfill its obligations set forth in clause 2.1.3, the Company may charge the Client for any costs of attempting to correct the defect, including without limitation reasonable travel and accommodation expenses of the Company’s employees or contractors sent to the agreed place of use.
2.5 Additional Services
2.5.1 The Parties may, from time to time, agree upon the provision of additional services by the Company to the Client. Such services include without limitation:
(a) leasing of equipment other than Devices;
(b) installation and configuration of the Devices;
(c) customizing the Devices and/or Dashboard according to the Client’s requests;
(d) training and consultancy regarding the Services.
3. Prices and Payments
3.1 The fees for the Services and the prices for the items included in the first one-time order (if made on the Effective Date of the Agreement) shall be set forth in the Agreement. The prices for the items included in subsequent one-time orders (if any) and/or Services or Service Features not initially ordered shall be based on the Company’s price list as of the date of subsequent order or change request or agreed separately between the Parties on case-by-case basis.
3.2 If the Parties have agreed upon the application of discounted fees to the Services, the Company grants the Client the discounts subject to the conditions of the Client neither canceling the Agreement prematurely nor requesting to remove any Devices or Service Features from the Service Configuration.
3.3 Unless explicitly stated otherwise in the Agreement, the Client shall fulfil its payment obligations by transferring the money to the Company’s account. The payment obligation shall be deemed fulfilled upon arrival of the funds on the Company’s bank account.
3.4 Unless explicitly stated otherwise in the Agreement, undisputed invoices shall fall due in 14 days from the invoice date. If the Client has any objections concerning an invoice, such objections shall be communicated to the Company within 8 days from the invoice date; otherwise the invoice shall be deemed undisputed.
3.5 The Company may charge the Client a default interest of 0.15 % of any overdue amounts per day. Additionally, the Company may:
(a) if any amount has been overdue for at least 7 days, disclose the overdue amount, via Dashboard, to the Client’s users with admin permissions;
(b) if any amount has been overdue for at least 30 days, disclose the overdue amount, via Dashboard, to any of Client’s users;
(c) if any amount has been overdue for at least 3 months, suspend the provision of the Services to the Client, and/or assign the claim to a collection agency and require the obligor to pay compensation for collection costs in the amount of 40 euros, as well as compensation for any damages caused by the delay in payment that exceed the fixed compensation amount.
4.1 The Client may at any time request to have Devices and/or Service Features added to the Service Configuration. The request shall be considered accepted and the Agreement amended as of the date the Company ships the requested Devices and enables the requested Service Features. The increase of the current month’s total fee shall be reflected on the next month’s invoice.
4.2 The Client may at any time request to have some Devices and/or optional Service Features removed from the Service Configuration. The request shall be considered accepted and the Agreement amended as of the first day of the month following the receipt by the Company of the returned Devices (if any).
4.3 If the Client requests the removal of some Devices or Service Features to become effective before the end of any current Service Period, then any discounts granted by the Company to the Client shall become void as from the start of the such Service Period. The total amount of the voided discounts shall be reflected on the next month’s invoice.
4.4 The Company may unilaterally change the terms of the Agreement (including the fees and prices) if and to the extent such change is caused by the changes of the applicable laws or the increase of external costs of provision of the Services. In such case the Company shall notify the Client at least 30 days in advance of the change becoming effective, and the Client may cancel the Agreement as of the effective date of the change.
4.5 Each Party may unilaterally change its contact details including the email address used for the delivery of notices; the Client may likewise change the email address of the Main User. Such changes shall become effective as of the confirmation of receipt of the notice of change by the other Party.
4.6 Any other changes shall only become effective if agreed by the authorised representatives of the Parties in writing.
5. Term and Termination
5.1 The Agreement shall become effective on the date set forth in clause 1.4 above and remain in force until terminated by agreement of the Parties or canceled by either Party according to the provisions of this section 5.
5.2 If the Parties have agreed upon a free trial period, then the Company shall waive any fees for such period, and the Client may cancel the Agreement by notifying the Company at any time before the expiration of such period.
5.3 If the Parties have agreed upon both a free trial period and an initial period, then the initial period starts as of the date of expiration of the free trial period.
5.4 The Agreement shall be automatically renewed for the next month or year (as agreed in the Agreement) on the date of expiration of any then-current Service Period, unless either Party has given the other a timely notice of its intent to cancel the Agreement at the end of the then-current Service Period. The notice shall be considered timely if it is given
(a) at least 30 days before the end of the then-current Service Period if the Agreement is to be renewed for one month; or
(b) at least 3 months before the end of the then-current Service Period if the Agreement is to be renewed for one year.
5.5 Either Party may cancel the Agreement by notifying the other Party if that other Party has breached its obligations under the Agreement and:
(a) the canceling Party has notified the breaching Party thereof and given an additional term of at least 30 days to cease and remedy the breach, but the breaching Party has remained in breach throughout the additional term or is clearly unable or unwilling to cease and/or remedy the breach during the additional term; or
(b) the breach has been fundamental (for the sake of clarity, any breaches of obligations set out in clause 2.1.4 and section 7 of these Terms shall be considered fundamental).
5.6 Either Party may cancel the Agreement with immediate effect by notifying the other party if Force Majeure persists for more than three months.
5.7 Upon termination of the Agreement, regardless of the reasons thereof:
(a) the Client shall return, within 14 days from the date of termination, to the Company all Devices and any other Company property in the Client’s possession (if any) in good working condition, notwithstanding any normal wear and tear; and
(b) if the Client fails to return the Devices and/or other Company property during the term set forth in the previous subclause, the Company shall be entitled to charge the Client the agreed rental fee for such Devices and/or other Company property, for the period the Client remains in default;
(c) if the Client fails to return, within 60 days from the date of termination, to the Company any Devices or other Company property, the property shall be deemed unreturned and the Company shall be entitled to charge the Client for one thousand euros (1,000 €) per each unreturned Device and the cost of any other unreturned Company property; and
(d) the Company shall provide the Client, upon the request of the latter with a copy of the data obtained during the provision of the Services, if such data are in the Company’s possession at the time of termination; and
(e) all financial obligations of the Client towards the Company shall immediately become due.
5.8 Any obligations that have already become due as of the moment of termination, and any obligations set forth elsewhere in the Agreement that are either expressly or implicitly intended to survive termination, shall survive the termination of the Agreement.
6. Intellectual Property
6.1 The Company grants to the Client a limited, revocable, non-exclusive license to use the computer programs and databases included in the Services and the Devices during the term and for the purposes of the Agreement.
6.2 All intellectual property rights including without limitation copyrights, patents, industrial designs, trademarks in any products or materials transferred or communicated from either Party to the other shall remain with their original owners. Unless explicitly stated otherwise in the Agreement, neither Party shall assign or license any intellectual property rights to the other.
7.1 “Confidential Information” means any non-public information that is disclosed by either Party to the other or otherwise obtained by the other Party during the negotiations and/or performance of the Agreement.
7.2 The Parties shall only use the Confidential Information received from each other with the purposes of negotiating the terms of the Agreement or performing their obligations under the Agreement.
7.3 Upon the request of the other Party, each Party shall return or permanently destroy any copies of the Confidential Information of that Party.
7.4 The Parties shall protect the Confidential Information of each other at least as well as that of their own, but at least with reasonable care. The Parties shall make each other’s Confidential Information available only to such of their officers, employees, contractors and advisers who have a need to know and who are bound by a contractual or statutory confidentiality obligation that is at least as restrictive.
7.5 The confidentiality obligation does not extend to any information that is
(a) developed by that Party without reference to Confidential Information; or
(b) received by that Party from a third party without the receiving Party being aware or having to reasonably assume the breach of any confidentiality obligation; or
(c) made public by the other Party or any other data subject thereof.
7.6 Any breach of the provisions of this section 7 shall be considered fundamental.
7.7 The confidentiality obligation survives until five years have passed from the termination of the Agreement for whatever reason or the abortion or the precontractual negotiations.
7.8 Notwithstanding any other provisions of this section 7, the Company may use certain Confidential Information of the Client for the purpose of creation of anonymized statistics that the Company may disseminate at its own discretion.
8. Limitation of Liability, Force Majeure
8.1 Except for damages caused by wilful misconduct or gross negligence, and insofar this is permissible under applicable law,
(a) the aggregate liability of either Party to the other for all claims, losses, or damages, whether arising from tort (including negligence), breach of contract, or otherwise in connection with any breach of this Agreement shall in no event exceed 125% of the Remuneration paid or payable under the Agreement; and
(b) neither Party shall be liable to the other for any indirect, special or consequential losses or damages, including without limitation loss of revenue, profits or business opportunities, loss of data or data being rendered inaccurate or inaccessible.
8.2 “Force Majeure” means any extraordinary circumstances beyond the control of a Party who, at the time of the conclusion of the Agreement could not reasonably have been expected to take into account or avoid, and who cannot be reasonably expected to overcome the impediment or the consequences thereof. A Party’s non-performance or delayed performance of an obligation under the Agreement shall be excused if and to the extent it is caused by Force Majeure, provided that the affected Party notifies the other Party of the impediment at the first reasonable opportunity.
9. Data Protection
9.1 For the purposes of this section 9, the terms “personal data”, “controller” and “processor” have the meanings defined in 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, and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR).
10.1 No Waiver. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.
10.2 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof. It replaces all prior agreements, understandings, and negotiations between the Parties concerning the same subject matter.
10.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then the remainder of the Agreement shall remain valid and enforceable, and the Parties will attempt in good faith to replace the affected provision with a valid and enforceable provision that is a reasonable substitute therefor.
10.4 Notices. All notices and other communications given or made pursuant to the Agreement shall be made in English in a form that can be reproduced in writing. Notices sent to the e-mail addresses of the Parties set forth in the Agreement shall be deemed effectively given on the next business day after the date of sending.
10.5 Governing law. The Agreement shall be governed by and construed in accordance with the laws of Estonia (without regard to its principles regarding conflicts of law).
10.6 Resolution of Disputes. The Parties shall try to resolve all disputes by means of bona fide negotiations. Any disputes that remain unresolved shall be finally settled in Harju County Court in Tallinn, Estonia.