terms and conditions
These terms and Conditions are hereby entered by and between Expertum and the Customer and governs the use of Face.Match.Expert services.
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
Charges: are the fees payable by the Customer to Expertum for the supply of the Services in accordance with Clause 7(Charges and payment).
Commencement Date: has the meaning given in Clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 11.5.
Contract: the contract between the Expertum LTD and the Customer for the supply of Services as it is further defined in Clause 2.1 of these Conditions.
Data Controller: means the Party, which determines the purposes and means of the processing of Personal Data.
Data Processor: the Party which processes personal data on behalf of the Controller.
Data Subject: means the individual to whom Personal Data relates.
Data Protection Authority: the relevant data protection authority is the Cyprus Office of the Commissioner for Personal Data.
Data Protection Law: Regulation (EU) 2016/679 (“GDPR”) and law providing for the Protection of Natural Persons with regard to the Processing of Personal Data and for the Free Movement of such Data of 2018 (Law 125 (I)/2018) as these are amended or replaced from time to time and all applicable laws and regulations relating to the processing of the personal data and privacy which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
Data Security Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
End of the Terms and Conditions: When the account is deleted.
Free Tier: Is the process where the Customer after registration will be using a free version with a maximum of 1000 records in all collections and up to 1500 requests per month to application programming interface (API). After exceeding the limits of the test version and if the Customer would like to proceed with the Services, shall pay for the Services as set out in the provision of Clause 7.
GDPR: means EU General Data Protection Regulation 2016/679.
License: means a non-transferable, non-exclusive, time-limited license to the Customer’s Software Component to the extent defined under these terms and conditions.
Personal Data: means any information relating to an identified or identifiable person. The terms personal data shall include the Special Personal Data/Sensitive Data which are data consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation, criminal convictions.
Processing: means any operations which is performed upon Personal Data and/or Sensitive Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction (“Process”, “Processes” and “Processed” shall have the same meaning).
Technical and organisational security measures: mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
TransactionCloud: Payments and invoices will be handled by the authorised Reseller of Expertum services, including all Face.Match.Expert paid fees.
Customer: the person or firm who purchases Services from Expertum.
Customer Default: has the meaning set out in Clause 6.3.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, goodwill and the right to sue for passing off and/or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Inappropriate Content: content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates or promotes illegal activity; (c) depicts sexually explicit images; (d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or (e) causes damage or injury to any person or property.
Services: the services that Expertum provides to the Customer, is the use of the online application, specifically “FACE.MATCH.EXPERT” (software) with the Facial Search tool available in form of web application with API access. The Services also includes the provision of cloud services by Expertum during the the use of FACE.MATCH.EXPERT.
Supplier: EXPERTUM LTD, a company incorporated under the Laws of the Republic of Cyprus, with Registration No. HE 415235, having its registered office Arch. Makarios III 240, Office 301, 3105, Limassol, Cyprus.
Software: means the Face.Match.Expert unique proprietary platform that allows to create and search through faces collection with use of AI powered facial recognition engine, developed by Expertum, including its customisations, plugins, libraries and updates, documentation, graphic elements, provided that any media on which the program was placed or delivered are not considered a component of the Software.
(a) A person includes a natural person, or corporate legal entity.
(b) A reference to Expertum and Customer may be collectively referred to as the “Parties” or individually as the “Party”.
(c) Unless the context otherwise, requires, words in the singular shall include the plural and, in the plural, shall include the singular.
(d) A reference to writing or written includes faxes and e-mails.
PURPOSE OF CONTRACT
2.2. If the condition of clause 2.1 above are met the Customer wishes to proceed with the purchase of Services by Expertum, the Customer after accepting these Terms and Conditions will then be eligible to select the Service to purchase from Expertum.
2.3. The present Terms and Conditions once accepted by the Customer shall form the contract between Expertum and the Customer and the terms and conditions shall prevail over any other contractual documents submitted by the Customer or implied by law, trade custom, practise or course dealing.
2.4. Expertum will provide the Services when an Order is placed by the Customer. The Order constitutes an offer by the Customer to purchase Services in accordance with these Terms and Conditions.
2.5. The Order shall only be deemed to be accepted when TransactionCloud sends written acceptance of the Order to the Customer.
2.6. Customer can use the Software after registration of the account. The Order starts once the first payment takes place (Commencement/Effective Date).
2.7. The Contract constitutes the entire agreement between the parties. The customer acknowledges that it has not replied on any statement, promise, representation, assurance or warranty made or given by or on behalf or Expertum, which is not set out in this Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate.
2.8. Any drawings, descriptive matter or advertising issued by Expertum, and any descriptions or illustrations contained in Expertum catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.9 The Customer retains control of the Personal Data and remains responsible for its compliance under the Data Protection Law, including, but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Expertum.
SUPPLY OF SERVICES
3.1. Expertum will provide the Services to Customer by using reasonable care and skill.
3.2. The Customer acknowledges that, given the nature of the Services, Expertum cannot guarantee that the Services when delivered via the internet, will be uninterrupted and/or error free and Expertum shall not be under any duty or obligation to provide any Services where the Customer is using what in the sole discretion of Expertum can be deemed as incompatible communication systems.
3.3. Expertum gives no warranty or representation that:
(a) The Services will meet the Customer’s requirements; and
(b) Any results obtained from the use of the Services will be accurate and/or complete;
3.4. Expertum shall be entitled to restrict or suspend the Services if:
(a) Expertum wishes to carry out routine or emergency maintenance, repair or upgrade to the Services; and
(b) The Customer commits any serious or persistent breach of any of its obligations under Clause 5 and 11.2 of these terms and conditions.
3.5. Expertum reserves the right to amend and/or modify the Services if necessary in order to comply with any applicable law and/or safety and/or regulatory requirement, or which the amendment do not materially affect the nature or quality of the Services, and Expertum shall notify the Customer in any such event.
3.6. The Customer acknowledge and accepts that all Services provided by Expertum to the Customer will not in any way whatsoever result in the processing of any of the Customer’s data nor shall Expertum be under a general obligation to actively seek facts or other circumstances indicating any illegal activity by the Customer.
4.1. Subject to the terms and conditions contained in these terms and conditions and in consideration of the Customers obligation to pay monetary fees as outlined in Clause 7 in these terms and conditions, Expertum hereby grants to the Customer a limited, non-exclusive, revocable, a non-transferable and/or non-sublicensed license to use the Software and thereby the Services .
4.2. The Customer hereby accepts the non-exclusive, revocable, non-transferable and/or non-sublicensed license and/or limited in time as per the further provisions of these terms and conditions to use the Software and the Services. The Customer cannot modify software provided by Expertum.
4.3. Expertum authorises the use of the software in accordance to the terms specified in the terms and conditions. Unauthorised distribution, resale or modification of the software is strictly prohibited.
4.4. The Customer shall not:
(a) Undertake advertising of the software (licensed Product) in, or specifically aimed at, any country without the written consent of the Licensor;
(b) Selling the software to third parties without the written consent of the Licensor.
4.5. Expertum only can authorise to license the Software as well as the other property available or in connection with the Software that is covered by the relevant copyrights, patent rights, know-how, trademarks, and other proprietary and intellectual property rights.
4.6. The Customer recognises that the Software, as well as customizations and updates are the property of, and all rights thereto, are owned by Expertum.
4.7. Title to the Software as well as customisations and updates shall at all times remain with Expertum.
4.8. The Customer shall keep the Software as well as the customisations and updates free and clear of any claims and encumbrances attributable to the use or possession by the Customer.
4.9. The Customer agrees to notify Expertum, without undue delay, as to any unauthorised possession, use or disclosure of the Software by any person or entity.
5.1. Expertum shall use reasonable endeavours to correct Defects notified to it by the Customer within 30 (thirty) working and/or business days from the occurrence of the event in accordance with the following procedure:
(a) the Customer shall promptly notify Expertum of all Defects. Such notification shall be made available to Expertum as follows:
- via e-mail from Customer to Expertum.
(b) Expertum shall acknowledge receipt of the notification and shall determine, in consultation with the Customer, the seriousness of the Defect.Expertum reserves the right to change the seriousness of the Defect after the technical team performs the initial technical assessment.
6.1 The Customer shall:
(a) Ensure that the terms of the Order are complete and accurate;
(b) Co-operate with Expertum in all matters relating to the Services;
(c) Provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
(d) Obtain and maintain all necessary permissions and/or consents, which may be required for the Services before the date on which the Services are to start;
(e) Comply with all applicable law, including Data Protection Law;
(f) Comply with any additional obligations as set out in the terms and conditions.
(g) Ensure that all communication details (including e-mail address), phone number any other personal information that Customer provides to Expertum for the creation of an account, are at all times true, current, accurate and complete. The Customer shall promptly notify Expertum of any change to such details within 20 (twenty) days of the change and further acknowledges that Expertum will not be liable for any loss suffered or incurred by the Customer as a result of its failure to notify such changes to Expertum;
(h) not use the Services for any unlawful purpose or to send SPAM or for the publication, linking to, issue or display of any unlawful material (including any pirate software or any material which is obscene, pornographic, threatening, malicious, harmful, abusive, defamatory or which breaches the rights including the Intellectual Property Rights of any third party or which is or encourages criminal acts or contains any virus worm, trojan horse, or other harmful code) whether under Cyprus law and/or regulation the laws and/or regulations of the Customer’s country or any other place where the results of such purpose or the material in question can be accessed;
(i) Immediately notify Expertum on becoming aware of any unauthorised use of Expertum ’s Services;
(j) Inform Expertum in the event of any actual or suspected security breaches in connection with the Services;
(k) Provide in a timely manner i.e within 10 working days such information as Expertum may request and ensure that such information is accurate in all material respects;
(l) Comply with any security policy notified to it from time to time by Expertum. If the Customer has any reason to believe that any password or user name has become known to someone not authorised to use it or is being or is likely to be used in an unauthorised way or in any other breach of security then the Customer shall inform Expertum immediately;
(m) Be entirely liable for all activities conducted and Charges incurred under its passwords and user names whether authorised by it or not and the Customer acknowledges that Expertum shall not be liable for any loss of confidentiality or for any damages arising from the Customer’s inability to comply with these Conditions;
(n) Comply with Expertum’s reasonable instructions and requests concerning the Services;
(o) Not provide any technical or other information obtained from Expertum relating to the Services to any person which the Customer is aware or reasonably ought to be aware that may directly or indirectly lead to a breach of any law or any regulation;
(p) Provide Expertum with such information as indicated in the creation of the account as Expertum may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and
(q) Promptly pay the fees for the Services and applicable Charges when due together with the applicable Value Added Tax (“VAT”) and/or other disbursements relevant to the provision of the Services.
6.2 The Customer acknowledges that it has the appropriate knowledge on how the internet functions, the systems and other related products provided to it in connection with these terms and conditions and what types of use and content are and are not acceptable some of which are referred in Clause 6 (1) (h). The Customer acknowledges that Expertum shall have no obligation to:
(a) Train the Customer or its officers, employees and agents on its use of the Services.
6.3 If Expertum 's performance of any of its obligations under this terms and conditions are prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) Expertum shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Expertum’s performance of any of its obligations;
(b) Expertum shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Expertum 's failure or delay to perform any of its obligations as set out in this Clause 6.3; and
(c) the Customer shall reimburse Expertum on written demand for any costs or losses sustained or incurred by Expertum arising directly or indirectly from the Customer Default.
CHARGES AND PAYMENT
7.1 For obtaining the Services the Customer shall pay to Expertum the following fess as amended from time to time:
7.1.1 The fees for the Services shall be set out in accordance with Expertum’s price list as amended from time to time, such price list being available online at the website. The fees are payable in Euro and includes VAT.
7.2 If Expertum discovers an error in the fees of the Services which the Customer has ordered, Expertum shall inform the Customer as soon as practicable of such error and provide the Customer with the option to reconfirm the Order at the correct fee price or cancel such Order. If the Customer wishes to cancel the Order and the Customer has already paid for the Services the Customer will receive a full refund.
7.3 Expertum shall be entitled to vary its fees and/or price list by giving notice to the Customer at least thirty (30) days before the new fees and/or price list is to come into effect, such notice to be given by email or by notification on Expertum’s website. Upon receipt of such notice the Customer shall be entitled to terminate the Contract with effect from the date of the notice such termination to be notified to Expertum no later than thirty (30) days from the date of the notice. Failure to give such notice of termination shall be deemed acceptance of Expertum’s new fees.
7.4 The invoice will be issued to the Customer on the first day of each month for the entire previous calendar month of service usage.
7.5 Amounts due under such invoice (stated in Clause 7.4) shall be payable by the Customer within 10 (ten) days. All payment methods are available at TransactionCloud, authorised reseller. All fees paid to Expertum shall be non-refundable to the Customer unless otherwise stated herein and shall be paid in full with no set-off or deduction unless otherwise agreed in writing by the parties. After successful payment, TransactionCloud will issue the final invoice.
7.6 For the avoidance of doubt by submitting your card data, you acknowledge and agree that Expertum in collaboration with TransactionCloud will charge the card you have submitted for the amount of the transaction. Your card data is collected directly by TransactionCloud without Expertum’s intervention and Expertum does not have access to data such as card number, expiry date and cvv. Therefore, Expertum shall accept no liability for any issue occurring with regard to any of the above data.
7.7 Customer can pay the settlement using Transaction Cloud with two options:
(a) Vaulted Subscription (aka Metered bill). By saving card details using “Click to connect a card for vaulted (automatic) payments” button in user panel you agree to be automatically charged when new settlement is issued.
(b) One-time Payment. You can pay each settlement manually in user panel by clicking “Pay” close to the settlement.
7.8 The Order shall only be deemed to be accepted when TransactionCloud sends written acceptance of the Order to the Customer.
7.9 The Customers agrees that the amount of each settlement will be calculated based on two factors with progressive manner:
(a) Size of all face collections on the last day of month.
(b) Number of executed API requests.
7.10 If the Customer fails to settle the invoice (s) and/or fails to honour any of its payment obligations, then Expertum shall have the right to suspend the Services until payment has been made in full and shall have the right at his absolute discretion to refuse to enter into any further contracts with the Customer for the provision of any further Services requested by the Customer.
7.11 The Customer agrees that after the expiration of the test version and if the Customer would like to proceed with the Services, shall pay the fees for the Services in accordance with Clause 7. The free limits are available on the pricing section of the website and are available every month.
8.1 The Customer will fully indemnify and keep Expertum and its officers employees and agents fully indemnified from and against all actions, demands, costs (on a full indemnity basis), losses, penalties, damages, liabilities and expenses whatsoever incurred by it and arising from any of the following:
(a) The Customer’s breach of this terms and conditions negligence or other default;
(b) The operation or breakdown of any systems owned or used by the Customer;
(c) The Customer’s use or misuse of the Services;
INTELLECTUAL PROPERTY RIGHTS
9.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Expertum.
9.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Customer obtaining a written licence from the relevant licensor on such terms as will entitle the Customer to use such rights.
9.3 If an infringement of Intellectual Property Right for any reason is being notified to Expertum, Expertum will immediately notify the Customer and the Customer shall be liable to rectify such infringement.
9.4 The Customer shall not sub-license, assign or otherwise transfer the rights granted in Clause 9.3.
10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 10 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Law. In this Clause 10, Applicable Laws means (for so long as and to the extent that they apply to the Supplier) the law of the European Union and the law of any member state of the European Union.
10.2 The parties acknowledge that for the purposes of the Data Protection Law, the Customer is the Data Controller and Expertum is the Data Processor.
10.3 Without prejudice to the generality of Clause 10.1, the Customer shall ensure that it complies with the GDPR and/or applicable Data Protection Laws as amended from time to time and shall ensure the lawful processing of personal data (including special personal data i.e. biometric data). The Customer shall also ensure that has obtained all the lawful consents and/or licenses and/or notices and or other documents required under Data Protection Laws to use data, for enabling the lawful transfer and/or entering of personal data to the Supplier’s cloud service for the duration and purposes of the Terms and Conditions.
10.4 The Customer acknowledges that the Supplier has no control and/or access in the data that Customer enters into the Software and the cloud of Expertum. The Customer further acknowledge that has the sole responsibility and liability for the legality, appropriateness, the completeness, reliability and accuracy of personal data entered into Expertum Software and Cloud. Customer agrees that Expertum will not be held responsible and/or liable in any way for any Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such personal data and/or communications entered into the Software and Cloud; and that any Personal Data contained in Customer’s Data has been collected and is maintained in compliance with applicable Data Protection Laws.
10.5 The Customer acknowledges that Supplier has no possession and control to the data that enters into the Software.
10.6 The Customer agrees and acknowledges that they should ensure the safeguarding of the personal data in their possession.
10.7 Both Parties shall ensure that they have in place appropriate technical and organisational measures, to protect personal data against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
10.8 The Parties shall ensure that data subject has enforceable rights and effective legal remedies;
10.9 The Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred to the cloud; and
10.10 The Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
10.11 The Party who caused data breach shall notify to the Data Protection Authority and/or any other applicable Regulator once acknowledge the breach of data and in any event shall within seventy two hours (72), upon becoming aware of any breach of security including the unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected to notify the Data Protection Authority.
10.12 The Parties shall take all take all reasonable steps to remedy such breach against potential or attempted breach, including steps reasonably required by the Data Protection Authority.
10.13 The Supplier shall ensure that complies with the requirements of Article 9 (2) of GDPR for the processing of special categories of personal data and/or with GDPR.
10.14 The Supplier in case of a breach shall notify data subjects if the breach is likely to adversely affect customers' privacy.
10.15 Expertum shall not be liable for any breach of data that is not a result from the technical and organisational measures taken by Expertum.
10.16 The Customer acknowledge that once the test version limits are exceeded and would like to proceed further with the purchasing of the Services, shall sign a Data Processing Agreement (details the parties’ obligations on the protection of Personal Data associated with the Processing of Personal Data within the scope of the applicable Order).
10.17 Expertum will only retain personal data for as long as necessary, to fulfil the purposes that have been collected it for, including for the purposes of satisfying any legal, or reporting requirements, unless a longer retention period is required or permitted by law.
The criteria used to determine Expertum’s retention periods include:
1. The length of time Expertum has ongoing relationship with Customer and provide the services to the Customer (for example, for as long as Customer keep using our services). In case that the services are suspended and if any of the below criteria are not applicable, then after a period of 30 days of the suspension the service will be terminated and all data will be erased.
2. Whether there is a legal obligation to which Expertum is subject.
10.18 The Customer remains the sole Controller regarding the Personal Data and is responsible for the legality of the Processing under the EU Data Protection Law, including but not limited to, providing any required notices and obtaining any required consents from the Data Subjects.
10.19 Expertum as the Data Processor shall not incur any liability for any claim brought by a Data Subject arising from any action by the Data Processor to the extent that such action resulted directly from the Customer’s instructions.
10.20 The Customer acknowledges that, taking into account the nature of the Processing, Expertum as the Data Processor is not in a position to determine whether the Customer’s instructions infringe Applicable Data Protection Laws and shall not incur any liability in the event the Customer violates its obligations under Clause 10.
LIMITATION OF LIABILITY
11.1. Nothing in these Terms and Conditions shall limit or exclude Expertum's liability for:
(a) fraud or fraudulent misrepresentation;
(b) any matter for which it would be unlawful for the parties to exclude liability.
11.2. Expertum's liability
(a) Expertum may at its own discretion suspend the provision of the Services of the whole or part of the Services temporarily or permanently and will have no liability to provide the Services on the occurrence of any of the following events:
(i) any notified or unscheduled upgrade or maintenance of Expertum ’s IT systems;
(ii) issue of any competent authority of an order which is binding on Expertum and/or which either directly or indirectly affects the Services;
(iii) if the Customer fails to pay any fees or any other sums owning to Expertum by the Customer when they fall due;
(iv) if an event occurs that Expertum deems to be appropriate to terminate the Terms and Conditions;
(v) failure by the Customer to adhere to any provisions outlined in Expertum Terms and Conditions;
(vi) fault, negligence or omission by a third party not connected to Expertum;
(vii) total or partial loss of the material and/or data uploaded due to an error by the Customer;
(b) Expertum shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Terms and Conditions and/or services.
11.3 To the fullest extent permitted by law and in accordance with Clause 3.4 of this Terms and Conditions, the Services are provided by Expertum to the Customer on “as is” and “as available” basis and no warranties or representations expressed or implied of any kind are given including as to satisfactory quality and fitness for a particular purpose.
11.4 Expertum’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution arising with connection of the performance or contemplated performance of the terms and conditions, shall be limited to the price paid for that part of the Services to which the liability relates.
11.5 The Customer acknowledges that there is a risk that any material or data generated, stored, transmitted, or used via or in connection with the Services may be irretrievably damaged or lost if there is a failure or on suspension or termination of the Services and Expertum shall be under no obligation to back-up all such material or data. The Customer shall take any precautionary measures for preserving such material or data in the event of loss or damage, however caused.
11.6 The Customer is solely responsible for maintaining local copies of its data. If loss of data occurs for any reason whatsoever the Customer shall be responsible to restore its data from his own backups.
11.7 This Clause 11 shall survive termination of the Terms and Conditions.
CUSTOMER’S RIGHT TO CANCEL
12.1 Subject to the European Directive 2011/83/EU of the European Parliament and of the Council on Consumer Rights (the “Directive”) the Customer in his capacity as a “consumer” (if applicable), will have the right to use our test version. After the expiration of the test version and if the Customer would like to proceed with the Services, shall pay for the Services as set out in the provisions of Clause 7.
12.2 Customer hereby irrevocably consents and agrees that where the performance of Services have been initiated and/or the performance of Services has been completed, no right to cancel the Services and receive refund shall exist.
12.3 In case that the Customer does not fall within the ambit of Clauses 12.2 shall apply with the exception that the right to cancel the Services shall be exercised within seven (7) days, however no refund can be provided in case that the services have been completed and/or initiated.
The client agrees to pay for all services Expertum perform up to the date of termination. In the event of termination, Expertum will be entitled to receive fees for all work done up to and including the date of termination. If the Customer does not pay, the service will be suspended. Data will not be kept for longer than is necessary for the purpose that is collected. This means that data will be destroyed or erased from Expertum systems and/or files when it is no longer necessary to be processed. The data will be deleted in accordance with the provisions of applicable Laws of the Republic of Cyprus and as per Clause 10.17.
13.1 The Terms and Conditions (Contract) shall, commence on the Commencement Date and shall continue, unless terminated earlier in accordance with Clause 13 and/or in accordance with the terms and conditions of these Conditions.
13.2 Expertum may immediately terminate a contract by notice in writing to the Customer if the Customer fails to pay to Expertum any sum due under this Terms on the due date for repayment. For the avoidance of doubt the Customer shall remain liable for any sums due under the Services.
13.3 On termination of the Terms for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to Expertum. Expertum shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.
13.4 Termination or expiry of a Terms and Conditions shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Terms and Conditions, which existed at or before the date of termination or expiry.
13.5 Expertum may terminate its Services if acquires knowledge that the Customer attempts any of the following:
(a) Violating the Cypriot and European laws
(b) Displaying, performing, sending, receiving or storing any content that is obscene, inappropriate, offensive, or otherwise objectionable, even if the material or its dissemination is lawful
(c) Infringing, violating or misappropriating another's rights
(d) Obtaining unauthorized access to, or interfering by any means with, any user, system, network, service, or account, including evasion of filters or violation of the security or integrity of any network or system.
13.6 The Customer agrees that will esure to use of the Services in compliance with all applicable laws, including laws where the Services or content is uploaded, hosted, stored, accessed or used, and to implement necessary restrictions to prohibit use by any individual or in any jurisdiction, as required to comply with such laws. Similarly, Expertum reserves the right to take all actions it deems appropriate to comply with applicable laws.
13.7 The termination of the Terms and Conditions will be effected once the account is deleted and all invoices and/or outstanding payments are settled as per Clause 13.
CONSEQUENCES OF TERMINATION
14.1 On termination of the Terms and Conditions for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination or expiry; and clauses which expressly or by implication survive termination shall continue in full force and effect.
15.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Expertum including but not limited to epidemics, pandemics including Covid, quarantine, strikes, lock-outs or other industrial disputes (whether involving the workforce of Expertum or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
15.2 Expertum shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If the Force Majeure Event prevents Expertum from providing any of the Services for more than thirty (30) days, Expertum shall, without limiting its other rights or remedies, have the right to terminate this Terms immediately by giving written notice to the Customer.
16.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, in any other manner with any or all of its rights and obligations under the Terms and Conditions (Contract) to any third party or agent.
(b) The Customer shall not, without the prior written consent of Expertum, assign, transfer, mortgage, charge, subcontract, and/or deal in any other manner with any or all of its rights or obligations under the Contract.
Any notice or other communication given to a party under or in connection with the Terms and Conditions shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered by e-mail.
A notice or other communication shall be deemed to have been received: if delivered by email one Business Day after transmission. The communication details of Expertum, where such notices shall be served, are available on Expertum’s Website.
(a) If any provision or part-provision of the Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(b) If any provision or part-provision of this Terms and Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
A waiver of any right under the Terms and Conditions or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.5 No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
16.6 Third parties
A person who is not a party to the Contract shall not have any rights to enforce its terms.
The Customer consents to the authority of Expertum to alter and/or amend this Terms and Conditions in any way as Expertum thinks fit and proper without first obtaining the consent of the Customer. Expertum will post all updated version of this Terms and Conditions on Expertum’s website.
16.8 Governing law
These Terms and Conditions shall be governed by and construed in accordance with the laws of Cyprus.