SaaS Service Agreement
SaaS Service Agreement
Data Processing Agreement
1. General provisions
This Terms and Conditions document (“Agreement”) represents a legally binding agreement between eVAT OÜ d/b/a eVAT, with a place of business at Narva mnt 5 10117, Tallinn, (“eVAT/we/us/our”) and an entity (“Customer/you”) registering for the use of our standard Services provided though our website and related software (jointly “Platform”). By completing your registration on our Website, you agree to be bound by the terms of this Agreement. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.
These Terms and Conditions do not interfere with any obligation or authorization provided in any other agreement concluded between you and eVAT. Provisions of any individual agreement executed between you and eVAT supersede provisions from these Terms and Conditions.
Insofar where eVAT is requested to process personally identifiable information about EU data subject on your behalf, such processing is regulated by Our Data Processing Agreement ("DPA") available at link. DPA is executed together with this Agreement and represents its integral part.
2. Scope of the services
The nature and type of Services offered through our Platform is fully described on our website. We are continually improving our Platform and we may from time to time add, remove, amend, or upgrade our Services. Some Services are available through subscription. Description of the subscription plans and their scope, limitations, and duration is available on the website. Subscription period starts on the day the subscription fee is processed (“Start Date”) and ends on the same day in the month in which the selected duration of subscription period expires. In case the month in which the subscription period expires does not have the date which matches Start Date, subscription period will end on the last day in that month. Subscription period will automatically renew at the end of the current subscription period. Renewed subscription period will be by default for the same duration as the current subscription period. Subscription fee for the renewed subscription period will be calculated in accordance the prices that were in effect thirty (30) days prior to the expiry of the current subscription period. If you wish to stop using our Services, you may discontinue automatic renewal option in your account before the expiry of the current subscription period.
eVAT cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. eVAT cannot and does not guarantee that its Services will be operational 100% of the time. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Customers because of account suspension or termination, (iv) internet problems outside of eVAT’s control, (v) bugs in the code, hardware or Services without a commercially known fix. Subject to the terms of this Agreement, eVAT will use commercially reasonable efforts to provide Customer Services in accordance with Service Level Terms attached hereto as Exhibit B. As part of the registration process, Customer will identify an administrative username and password for Customer’s company account. eVAT may impose certain restrictions for passwords such as denying most commonly used passwords, requiring certain types of characters and length, imposing a requirement to occasionally change the password and similar.
Subject to the terms hereof, eVAT will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit C.
All Intellectual Property rights connected to the Platform and its content are the sole property of eVAT or are used under appropriate licenses or permissions. Nothing in this Agreement shall be understood or intended for the transfer of such intellectual property rights to you or any other third party.
Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, sublicensable license to access and use the Platform provided by eVAT.
3. Restrictions and responsibilities
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any related documentation or data; modify, translate, or create derivative works based on Platform (except to the extent expressly permitted by eVAT or authorized within Services); use Platform for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any software that is distributed or provided to Customer for use on Customer premises or devices, eVAT hereby grants Customer a non-exclusive, non-transferable, sublicensable license to use such software during the Term only in connection with Services. License is sublicensable only within the scope of the subscription plan, insofar where the Customer wants to assign an access account to their accountants, attorneys, consultants or other affiliates as needed to exercise the purpose of the Platform, i.e. assistance with VAT reports and submission for the Customer.
Customer represents, covenants, and warrants that Customer will use the Platform only in compliance with eVAT’s standard published policies then in effect and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless eVAT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although eVAT has no obligation to monitor Customer’s use of Services, eVAT may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.
Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
4. Confidentiality; Proprietary rights
Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of eVAT includes non-public information regarding features, functionality and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to eVAT to enable the provision of Services (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.
Customer will own all right, title, and interest in and to Customer Data, as well as any data that is based on or derived from Customer Data and provided to Customer as part of Services. eVAT will own and retain all right, title, and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
5. Payment of fees
Customer will pay to eVAT then applicable fees for Services described in the pricing section of the website in accordance with the terms therein (“Fees”). If Customer’s use of Services exceeds the scope of Service set forth in the applicable subscription plan or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer will be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. eVAT reserves the right to change the Fees or applicable charges and to institute new charges and Fees at any time. If you have an active subscription in the moment of price change, we will notify you at least thirty (30) days in advance (which may be sent by email). Changed prices will apply to your next subscription renewal following the expiry of the notice period. If Customer believes that eVAT has billed Customer incorrectly, Customer must contact eVAT no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to eVAT’s customer support department.
eVAT may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by eVAT thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer will be responsible for all taxes associated with Services.
6. Term and termination
The effective date of this Agreement is indicated in the heading of the document. The Agreement becomes applicable from the moment of your registration on the Platform and remains applicable until terminated in accordance with the Agreement. Subject to earlier termination as provided below, this Agreement is for Initial Service Term as specified during registration and will be automatically renewed for additional periods of the same duration as Initial Service Term (collectively, “Term”), unless you discontinue automatic renewal in your account settings.
In addition to any other remedies it may have, either party may also terminate this Agreement upon eight (8) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to remedy it within the notice period. Customer will pay in full for Services up to and including the last day on which Services are provided. Upon any termination, eVAT will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter eVAT may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. Warranty and disclaimer
eVAT will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner which minimizes errors and interruptions in Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by eVAT or by third-party providers, or because of other causes beyond eVAT’s reasonable control, but eVAT will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, EVAT DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES ARE PROVIDED “AS IS” AND EVAT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
By registering for the use of the Platform you confirm that you (i) have full legal capacity to enter into a binding relation, (ii) that you will provide true, accurate, current, and complete information where requested, (iii) that you will not use Platform contrary to this Agreement or applicable laws. If you are placing an order on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this Agreement and to perform obligations as defined herein.
8. Limitation of liability
NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EVAT AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EVAT’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EVAT FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EVAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
This Agreement is not assignable, transferable or sublicensable by Customer except with eVAT’s prior written consent. eVAT may transfer and assign any of its rights and obligations under this Agreement without consent.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral Agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
Excluding the foregoing, eVAT may make changes or replace our Terms and Conditions at any time. We will post such changes, replacements and updates on the Platform and inform you via email where possible prior to changes being effective, and such change, replacement and update to our Terms will take effect immediately upon publishing on the Platform, and if the changes affect your current subscription period, they will take effect upon your subscription renewal.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind eVAT in any respect whatsoever.
In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
This Agreement will be governed by the Estonian laws without regard to its conflict of laws provisions. Disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction of the Estonian courts.
The parties will work together in good faith to issue at least one mutually agreed upon press release within (ninety) 90 days of Effective Date, and Customer otherwise agrees to reasonably cooperate with eVAT to serve as a reference account upon request.
Service Level Terms
Services will be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third-party connections or utilities or other reasons beyond eVAT’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and eVAT’s entire liability, in connection with Service availability will be that for each period of downtime lasting longer than one hour, eVAT will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime will begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place and continues until the availability of Services is restored. In order to receive downtime credit, Customer must notify eVAT in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and will not be cumulative beyond a total of credits for one (1) week of Service Fees in anyone (1) calendar month in any event. eVAT will only apply a credit to the month in which the incident occurred. eVAT’s blocking of data communications or other Service in accordance with its policies will not be deemed to be a failure of eVAT to provide adequate service levels under this Agreement.
eVAT will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Central European Time, with the exclusion of National Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours in written at any time by emailing hello@eVAT.com. eVAT will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.