Terms of Services
These Terms of Services (“Terms of Services”) is concluded between SIL4S Kft. (Seat: Hungary, 8200 Veszprém, Pajta u 14.; hereinafter referred as: SIL4S) and the person (private individual or legal person) (“Customer”) who signs SIL4S’s order form (“Order”) incorporating these Terms of Services by reference.
These Terms of Services govern Customer’s use of SIL4S’s services.
Account: an individual access to the Services, which is tied to one single User.
Agreement: the Order and these Terms of Services, which may be physically separated, but constitute the full Agreement together.
Downtime minutes: the total accumulated minutes in a calendar month when the Services cannot be reached via the internet for more than 4 hours (equivalent 240 minutes) as measured and aggregated in 5 minute intervals.
Maximum Connectivity Minutes: the total accumulated minutes during a calendar month for the Services to be reached via the internet.
Monthly Uptime Percentage: the total number of Maximum Connectivity Minutes less Downtime minutes divided by Maximum Connectivity Minutes for a calendar month for a given Subscription of the Services.
Order: an ordering form by which Customer shall order the Services.
Parties: Customer and SIL4S together.
Services: the TOOL4S software provided by SIL4S as an online service (software as a service, or SaaS). The Services may be offered in different packages, each of them having unique functions and options available.
Subscription: access to the Services, which provides Customer one or more Accounts.
SLA: the service level agreement, which sets the conditions for the availability of the Service.
Software: the TOOL4S software.
Terms of Services: the terms of services set in this document.
User: any single individual who shall use an Account.
Working days: the days of the week from Monday to Friday, except for public holidays in Hungary.
Subject to the terms of these Terms of Services, SIL4S agrees to provide the Services described in these Terms of Services. The Services can be used by Customer through an online interface available under https://tool4s.sil4s.com
Customer orders the Subscription and the number of Accounts in the quantity indicated on the Order. A Subscription has a validity period of one calendar year calculated as regulated under Section 3. herein. Customer is granted a number of active Accounts as indicated on the Order. No Account shall be used for parallel use of the Services therefore the following uses are explicitly prohibited:
- logging into one single Account from two separate devices;
- User giving permission to any unauthorized person to use the Account.
Deactivation: If an Account shall no longer be used, then Customer shall notify SIL4S of such a situation. In this case, the Account in question becomes passive, which means it cannot be used unless Customer requests reactivation. In such a situation, Customer shall be eligible for a new active Account, and shall notify SIL4S of the information necessary to make the new active Account for a new User. The total number of active Accounts shall not exceed the number of Accounts per Subscription.
Off-line work and backups: SIL4S neither stores nor maintains historical backups of User generated data. The User data is always available in the last known state (as is). SIL4S does not protect User generated data from User errors (accidental deletes, data overwrites and so on). The software allows the User to maintain historical backups by using the offline backup/restore feature of the Software, which lets the User to make offline backups of the User generated data stored in the Software and upload them to the Software at a later time. The offline backups shall be used in an off-line working environment and shall be stored and maintained by the User.
Support: SIL4S offers the training of Customer’s help-desk personnel as additional services. Customer can order these services from SIL4S by e-mail on the following address: firstname.lastname@example.org These additional services are subject to a separate agreement.
Cloud-based service (SaaS): Customer agrees that SIL4S stores the data and information uploaded to the Services in a ‘cloud environment’, which means that the data is not stored on one specific piece of hardware (e.g. server), but on an undefined underlying infrastructure. SIL4S has the right to use a third party as a cloud-storage provider for the Services and change the third party acting as a cloud-storage provider in the future in its sole discretion. In case this affects the level of the Service (SLA), then Customer shall have the rights set in Section 5 (Level of Services) of these Terms of Services.
The legal relationship of binding nature is established by and between the Customer and SIL4S with the Customer placing a signed Order and accepting these Terms of Services. The initial service term of the Terms of Services shall begin on the date that SIL4S generates an e-mail message to Customer, within 5 working day days of receiving the initial payment, announcing the activation of the Customer’s Subscription (the ‘Service Commencement Date’) and shall continue for the full term stated in the Order (the ‘Initial Term’). SIL4S sends the access information necessary to use the Subscription in the e-mail announcing the Service Commencement Date.
Based on Customer’s decision set in the Order, the Initial Term shall be:
- a. a full calendar year;
- b. a full calendar month.
Shall the Initial Term be a full calendar year, then upon expiration of the Initial Term, the term of the Agreement may be renewed for a new full calendar year (each a ‘Renewal Term’). The Initial Term and any Renewal Term may be referred to collectively in these Terms of Services as the ‘Term’.
Fees: Customer shall pay the fees set in the price list for ordering and for renewing (in case of ordering the Services for a full calendar year) the Subscription. Fees are payable in advance, via transfer, in EUROS (EUR)/Hungarian Forints (HUF). Customer’s billing cycle shall be either monthly or yearly, based on Customer’s Order. Customer’s billing cycle shall begin on the Service Commencement Date. SIL4S shall require payment for the first billing cycle before beginning the Services. The invoice shall be sent to Customer via mail to the Primary Customer Contact listed on the Order.
Customer is responsible for providing SIL4S with changes to billing information (such as change in billing address).
Fee Increases: SIL4S may increase its fees for the Services stated in the price list for any consecutive Renewal Term. If Customer provides SIL4S with written notice of renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, then Customer is eligible to pay the Renewal fee, as a reduced amount, stated in the price list. If Customer fails to provide the notice in time, then Customer shall pay the normal Subscription fee stated in the then-current price list.
Early Termination: Customer acknowledges that the amount of the fee for the service is based on Customer’s Terms of Services to pay the fee for the entire Initial Term, or Renewal Term, as applicable. In the event SIL4S terminates the Terms of Services for Customer’s breach of the Terms of Services in accordance with Section 11 (Suspension&Termination), or Customer terminates the service other than in accordance with Section 11 (Suspension&Termination) for SIL4S’s breach, the already paid fees for the current billing cycle shall not be reimbursed.
Refunds: All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.
5. Level of Services
Versions: SIL4S ensures that during the Term of these Terms of Services, Customer is provided with the latest version of the Software. SIL4S will update the Software without the need for any action from Customer, or any duties to be performed in connection with Customer’s information infrastructure (hardware or software).
SIL4S shall have the right to continuously improve the Software and the Services, and to use all information given to SIL4S by Customer during the Term of these Terms of Services (e.g. information given in failure reports).
Technical problems: in case any error occurs in connection with the Services, Customer or its Users shall send a report of the error through the following e-mail address: email@example.com SIL4S shall respond to such a report within 72 hours of its reception. In case the reported error prove to be existing, then SIL4S shall make every reasonable and necessary effort to correct such an error as soon as possible. In case the correction involves the modification, or a new version of the Software to be made, then SIL4S will provide Customer with the modified or upgraded version of the Software.
Service Level: During the Term of these Terms of Services, SIL4S shall provide Customer with a guaranteed Monthly Uptime Percentage of 99.5 %.
The Monthly Uptime Service Level is calculated the following way:
|Maximum Connectivity Minutes – Downtime Minutes||= Monthly Uptime Percentage|
|Maximum Connectivity Minutes|
The SLA does not apply to any performance or availability issues:
- a) Due to factors outside SIL4S’s reasonable control (such as problems with the internet connection, power outage etc.);
- b) That resulted from Customer’s or third party hardware or software;
- c) That resulted from actions or inactions of Customer or third parties;
- d) During beta and trial Services (as determined by SIL4S);
- e) Attributable to the acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to SIL4S’s Service by means of Customer’s passwords or equipment.
If SIL4S fails to provide Customer with the monthly uptime percentage set in the SLA, then Customer is eligible for compensation in the form of an extra time period to be added to the Term of the Subscription. The extra time period equals to the guaranteed Monthly Uptime Percentage less Monthly Uptime Percentage, calculated in minutes.
In case SIL4S decides to change its SLA, which may decrease the monthly uptime percentage of the Service, then it shall notify Customer 30 days in advance of such a change to enter into force. If the monthly uptime percentage decreases by 0.5 percent, then Customer shall have the right to terminate the Terms of Services as of the date of such a change to enter into force.
6. Customer&Contact Information
Customer represents and warrants to SIL4S that the information he, she or it has provided and will provide to SIL4S for purposes of establishing and maintaining the service is accurate. If Customer is an individual, Customer represents and warrants to SIL4S that he or she is at least 18 years of age, or has already reached the legal minimum age required by Customer’s national laws to enter into a binding contract.
Customer shall name the Primary Customer Contact in the Order. SIL4S may rely on the instructions of the person listed as the Primary Customer Contact on the Order with regard to Customer’s Subscription and Customer’s Accounts until Customer has provided a written notice changing the Primary Customer Contract.
7. Confidentiality and Privacy
It is understood and agreed to that the parties to these Terms of Services would each like to provide the other with certain information that may be considered confidential. To ensure the protection of such information and in consideration of the Terms of Services to exchange said information, the parties agree as follows:
The confidential information to be disclosed under these Terms of Services (“Confidential Information”) can be described as and includes technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure.
The parties shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent. The parties shall satisfy its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.
Customer agrees that SIL4S may, with 5 working days prior notice to Customer, (i) report to the appropriate authorities any conduct by Customer or any of Customer’s customers or end users that SIL4S believes violates applicable law, and (ii) provide any information that it has about Customer or any of its Users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that meets the requirements for such a request.
Legal grounds: To the Service, Hungarian law shall apply. The Data processing shall take place based on the voluntary consent of Customer in accordance with section 5 (1) paragraph a) of Act CXII of 2011 on Informational Self-determination and Freedom of Information (hereinafter referred as DPA) and based on Act CVIII of 2001 on electronic commercial services and on information society services. Customer consents to each data processing by using the Services. Customer shall be liable for acquiring Users’ consent in connection with the data processing of SIL4S.
SIL4S may use the above information exclusively for the technical operation of the website, and for statistic purposes.
2) Ordering and performance: In the course of Ordering and performance of Services, Customer shall mandatorily provide the following personal data:
- Users’ log names
- Users’ full names
- Users’ e-mail addresses
- billing address (name, country, city, street name and number, ZIP code),User may voluntarily provide further data in connection with the performance of Services provided by SIL4S.
SIL4S undertakes not to send e-mail messages to User’s e-mail address provided in the course of performance of the Services, except e-mails related to Services used by User.
The Services store log information for the duration of the Termination of these Terms of Services, or expiration of a Subscription plus 90 days.
Security: SIL4S shall take all steps necessary to guarantee the security of data provided by Customer in the course of network communications as well as the storage and keeping the data.
Other provisions: It is SIL4S’s employees who primarily shall have the right to information regarding data, who shall neither disclose nor make them accessible to third parties.
SIL4S is entitled to resort to a technical data manager (cloud storage provider, system operator, freighter company, accountant) for the operation of the underlying IT-system, the performance of orders and accounting. SIL4S shall not be liable for the processing practices of such external actors.
Beyond the above, transmission of personal data related to Customer or its User is possible exclusively in cases set forth by law, or with the consent of Customer or its User.
SIL4S declares that it is solely the data processor of any and all data uploaded to and generated by the Services. In such respect Customer shall be regarded as data controller.
Customer agrees to indemnify and hold harmless SIL4S, SIL4S’s affiliates, and each of their respective officers, directors, agents, and employees from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, punitive damages, amounts in interest, expenses and disbursements of any kind and nature whatsoever (including reasonable attorneys’ fees) brought by a third party under any theory of legal liability arising out of or related to the actual or alleged use of Customer’s services in violation of applicable law by Customer or any person using Customer’s Account information, regardless of whether such person has been authorized to use the services by Customer.
9. Disclaimer of Warranties
SIL4S DOES NOT WARRANT OR REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW SIL4S DISCLAIMS ANY AND ALL WARRANTIES INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES ARE PROVIDED ON AN ‘AS IS’ BASIS.
10. Limitation of Damages
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE OF ANY KIND, OR FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, ARISING IN CONNECTION WITH THE TERMS OF SERVICES, OR IN CONNECTION WITH THE LOSS OF DATA, EVEN IF THE PARTY HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THE TERMS OF SERVICES TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF SIL4S AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW (INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, AND INFRINGEMENT) SHALL BE A PAYMENT OF MONEY NOT TO EXCEED THE AMOUNT PAYABLE BY CUSTOMER FOR ONE TERM OF SUBSCRIPTION (WHETHER IT IS THE INITIAL TERM OR A RENEWAL TERM).
Suspension of Service: Customer agrees that SIL4S may suspend services to Customer without notice and without liability if:
(i) SIL4S reasonably believes that the services are being used in violation of the relevant laws; (ii) SIL4S reasonably believes that the suspension of service is necessary to protect its network or its other customers, or (iii) as requested by a law enforcement or regulatory agency.
The Terms of Services may be terminated by SIL4S prior to the expiration of the Initial Term or any Renewal Term without further notice and without liability as follows: (i) upon ten (10) days’ notice if Customer is overdue on the payment of any amount due under the Terms of Services; or (ii) Customer materially violates any other provision of the Terms of Services, and fails to cure the violation within thirty (30) days of a written notice from SIL4S describing the violation in reasonable detail.
Either party may terminate these Terms of Services upon ten (10) days advance notice if the other party admits insolvency, makes an assignment for the benefit of its creditors, files for bankruptcy or similar protection, is unable to pay debts as they become due, has a trustee or receiver appointed over all or a substantial portion of its assets, or enters into an Terms of Services for the extension or readjustment of all or substantially all of its obligations.
Expiry of a Subscription: Shall these Terms of Services be terminated for any reason, or the Subscription expires, SIL4S shall preserve Customer’s data for a period of 90 days after the day of the termination, or expiration. During this period, Customer, or its Users are unable to add or upload new data to the Services, yet they are able to download all stored data. Following this period, SIL4S shall delete all stored data and the Accounts in question. If Customer fails to download its data during this period, then SIL4S shall not be liable for such loss of data. In case Customer has more than one Subscription, the expiry of a Subscription does not mean the deletion of all data stored, but the Users of such a Subscription shall not be able to add or upload new data to the Services.
12. Force Majeure
SIL4S shall not be in default of any obligation under the Terms of Services if the failure to perform the obligation is due to any event beyond SIL4S’s control, including, without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
13. Governing Law and Choice of Forum
The laws of Hungary will govern these Terms of Services, without reference to rules governing choice of laws. Any action relating to these Terms of Services must be brought in the courts located in Budapest, Hungary.
Nature of the Terms of Services: Any and all data uploaded to the Services is owned by Customer. SIL4S does not claim any ownership rights in Customer’s data, whether it is in the form of text files, pictures, graphics, excel sheets or other types of files.
Each party acknowledges and agrees that the other party retains exclusive ownership and rights in its trademarks, service marks, trade secrets, inventions, copyrights, and other intellectual property. Neither party may use the other party’s name or trade mark without the other party’s prior written consent.
The parties intend for their relationship to be that of independent contractors and not a partnership, joint venture, or employer/employee. Neither party will represent itself to be agent of the other. Each party acknowledges that it has no power or authority to bind the other on any Terms of Services and that it will not represent to any person that it has such power or authority.
Amendments: These Terms of Services may be amended only by a formal written Terms of Services signed by both parties. The terms on Customer’s purchase order or other business forms are not binding on SIL4S unless they are expressly incorporated into a formal written Terms of Services signed by both parties.
Waiver of rights: A party’s failure or delay in enforcing any provision of the Terms of Services will not be deemed a waiver of that party’s rights with respect to that provision or any other provision of the Terms of Services. A party’s waiver of any of its right under the Terms of Services is not a waiver of any of its other rights with respect to a prior, contemporaneous or future occurrence, whether similar in nature or not. The captions in the Terms of Services are not part of the Terms of Services, but are for the convenience of the parties.
Surviving provisions: The following provisions will survive expiration or termination of the Terms of Services: Fees, indemnity obligations, provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended to survive termination of the Terms of Services.
Third party beneficiaries: There are no third party beneficiaries to the Terms of Services. Neither insurers nor the Users are third party beneficiaries to the Terms of Services.
Transfer of rights: Customer may not transfer the Terms of Services without SIL4S’s prior written consent. SIL4S may assign the Terms of Services in whole or in part.
Changes: SIL4S reserves the right, in its sole discretion, to modify these Terms of Services at any time by:
- providing notice to Customer that these Terms of Services have changed through the Services.
Customer is responsible for reviewing and becoming familiar with any modifications to these Terms of Services. Modifications are effective when posted (or otherwise becomes knowable to Customer), and the use of the Services following any such posted (or known) modification and notice of same constitutes Customer’s acceptance of these Terms of Services as modified.
Note that, if you have paid for any Services prior to a modification of these Terms of Services, your use of such Services is governed by the version of these Terms of Services in effect at the time when SIL4S have received your payment, for the Term you have paid for.