PLEASE READ THESE GENERAL TERMS OF SERVICE CAREFULLY, THESE APPLY TO ALL OF THE ACTIVITIES RELATED TO ENVOICE, INCLUDING BUT NOT LIMITED TO SERVICES AND PRODUCTS. BY SIGNING UP FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SOFTWARE OR ENVOICE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SOFTWARE OR THE ENVOICE PRODUCTS. YOU ALSO CONFIRM THAT YOU HAVE HAD THE REASONABLE POSSIBILITY TO AFFECT THESE TERMS OF SERVICE BY NEGOTIATING AND SIGNING SPECIAL TERMS (DEFINED BELOW) AND NEVERTHELESS ACCESS THEM AS THEY ARE.
We provide our products and services on and in accordance with the Terms of Service (defined below) outlined below by Envoice OÜ, a limited liability company registered in Estonia (company number 12749039) with its registered office at Tartu mnt 2, Tallinn, 10145 (“Envoice”, “Supplier” or “we”). We provide the said products and services to persons in different roles (“Partner”, “User”, “Client” referred together as “you”, defined below).
Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the said products and services to anyone who violates these Terms of Service. If you sign up for a Free Trial (defined below) of the said products and services, the applicable provisions of these Terms of Service will govern that Free Trial.
The original language of these Terms of Service is English. Supplier may make available translations for convenience. In case of conflict between the original English version and any of the translations, the English version shall prevail.
|Company Account||Company Account means the account created in the name of the legal entity or natural person acting in economic and professional activities, together and separately referred to as a legal entity, on whose behalf you subscribe for Envoice Products.|
|Subscription||Arrangement with monthly payments by which Client access is granted to Envoice Products.|
|Client||A legal entity whose representative has accepted these Terms when signed up for Envoice Products, this shall also include legal entities who are not subscribing to Envoice Products, but are using the Free Trial.|
|Billing Account||Payments setup that holds payment method and other payment-related data for subscribing and using Envoice Products.|
|Billing Period||A Billing Period is a calendar month or a period from the date a paid Subscription started to the end of the calendar month.|
|Subscription Plan||Subscription Plan means the plan for the Software which outline:
|Fees||Fees mean the fees for the use of Envoice Products which include all Services and Envoice Products, including additional Services. The Fees for such services can be found at https://envoice.eu/en/pricing.|
|Items||Receipts, bills, sales invoices or other bookkeeping related Items submitted to or created in the Software.|
|Free Trial||Temporary access for the purposes of trying out the Software and Envoice Products in accordance with any selected Subscription Plan and applicable restrictions without paying any Fees.|
|Envoice Products||The Software and all products, services and/or features available on or through the Software.|
|Envoice Materials||The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, a compilation of the content, code, data, and all other elements of the Envoice Products.|
|Content||Any data and information available through Envoice Products or contained within the structure of the Software, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.|
|User||A natural person granted the right to access and use the Company Account on behalf of a Client.|
|Administrator||A User granted with the right to administrate Users and settings of the Company Account on behalf of a Client.|
|Partner||A third-party service provider, cooperating with Envoice and providing Envoice Products to its customers directly (and for example paying the bills to Envoice directly) or a third-party service provider promoting Envoice Products to its customers, but not selling them directly or third-party service provider who is cooperating with Envoice, but not dealing with the sale or direct promotion of Envoice Products to its customers or other third parties.|
|Registration Data||True, accurate, current and complete information about yourself and the legal entity you represent as prompted by the Software.|
|Software||The integrated cloud computing solution for providing the Envoice Products, including mobile applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.|
|Special Terms||Modifications to these Terms agreed by the Parties.|
|Terms of Service or Terms||The document at hand regulating the relationship between Envoice and its counterparties|
|Supported File Types||PDF and JPEG, or any other file types that may be supported by Software in the future and also any other requirements. Envoice will give access to any additional requirements.|
|Client Data||Any and all data or information that is submitted to the Software or otherwise provided to Envoice or created in Envoice Products, including Items, together with any data or information extracted from such Items.|
|Confidential Information||All the information disclosed by the Client to Envoice and vice versa, including but not limited to information relating to the economic indicators and business practices of the parties and both of the parties separately. Such information shall also include any and all data and other information, including, but not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, customer names and other technical, financial and/or commercial information and intellectual properties, whether in written, oral or other tangible or intangible forms.|
|Application||An application created to use the Envoice Products and Software, available for both IOS and Android.|
3. Using the Software
Envoice grants you the right to use the Envoice Application, i.e. a licence. The type and extent of the rights and access you will get pursuant to the licence will depend on the particular terms of the Subscription Plan that you are subscribed to.
The licence is a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable, limited right with a limited term to use the Envoice Products only to the extent necessary to get the benefit of the Subscription Plan to which you are subscribed, for business purposes only, i.e. only in independent economic and professional activities.
By creating a Company Account or using the Software you represent and warrant to Envoice that all registration information you submit is accurate, current and complete; you will maintain the accuracy and completeness of such information; if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms. You also certify that you are legally permitted to use and access the Software and take full responsibility for the selection and use of and access to the Software.
3.3 Warranties in relation to Personal Data of employees and other persons
By creating a Company Account for using the Software you represent that you have taken the explicit consent from all your employees and any third persons in relation to the processing of their Personal Data, including the consent to process special categories of personal data, if necessary and if such information is included in the Items you have submitted to Envoice Products. Please take into account that you must not use Envoice if the above-mentioned consent has not been taken, Envoice will not be held liable in case this warranty is not valid. You agree that you will be solely held responsible for any claims from such persons.
3.4 Company Account registration
In order to access the Software, you must sign up to create a Company Account and become a Client. When signing up with Envoice you agree to: provide true, accurate, current and complete information about yourself and the organisation you represent as prompted by the Envoice’s registration form (such information being the Registration Data); and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Company Account and refuse any and all current or future use of the Software (or any portion thereof).
You may not authorise any third party to access or use the Software on your behalf. You are responsible for maintaining the confidentiality of the user ID and password and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify Envoice of any unauthorised use of your user ID or password or any other breach of security including your two-factor authentication solutions. Envoice cannot and will not be liable for any loss or damage arising from any unauthorised use of your Company Account.
If several persons need to use a Company Account on behalf of Client, an Administrator must invite such persons as Users for Company Account. Each such User shall be subject to the restrictions set forth in these Terms.
A User may be associated with multiple Clients and their Company Accounts. Removing a User from one Company Account will not remove the User from the Software even if the User has no access to any other Company Account.
3.5 Warranties in relation to Personal Data of employees and other persons
Upon the sole decision of Envoice, a new Client may be entitled to a Free Trial, unless the Client has applied for the Company Account as a result of an ongoing marketing campaign or activity organised by Envoice and/or by its partners. If the parties have not agreed otherwise, the default Subscription Plan for the Free Trial shall be the Subscription Plan selected during the Company Account registration. Envoice will have the right to revoke such a decision at any moment.
The Client is not required to provide any credit card information or other payment information during the period of Free Trial. If the period of Free Trial has expired, the Company Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Company Account, the Client is required to add Billing Account information with payment method details.
3.6 Item submission
Envoice allows Users to submit Items in multiple ways for data extraction or for wider processing in order to provide Services. These include email, Application and computer upload, but is not limited to such activities and Envoice can modify, add or delete such possibilities at its own sole decision. All Items submitted to Envoice using any electronic submission option must be in a Supported File Type. You acknowledge that Envoice cannot process any Items which are not submitted in a Supported File Type.
Envoice only allows for effective and accurate extraction of data that is in the standard Latin alphabet and/or contains numbers in the European numeral system. You acknowledge that Envoice cannot guarantee the accurate extraction of data from submitted Items which is not in these formats.
Envoice makes no guarantee whatsoever regarding Items extracting time or processing time. Furthermore, Envoice makes no guarantees in relation to the extracting quality and correctness of the results of extracting. Envoice does not guarantee the accuracy of the extracted information.
If you continue to forward Items to Envoice after your Subscription or necessary Subscription Plan has been deactivated, they will not be added into your Company Account. The Items submitted for data extraction must be Items to which you have legal access to, and you must be able to provide the relevant evidence that such authorization has been obtained by you. Envoice cannot be held liable for any unauthorized third-party Items which Envoice has gained access to.
3.7 Changing Subscription Plans
Company Account Administrator has the right to change the current Subscription Plan at any time by selecting a new Subscription Plan among the collection of Subscription Plans determined by Envoice.
3.8 Fees and payment
Signing up on Envoice is free for Users.
Clients shall pay the Fees to Envoice posteriorly on a monthly basis. The fees are described at https://envoice.eu/en/pricing/.
The Fees vary depending on the Subscription Plan to which you are currently subscribed, which may vary from time to time in accordance with these Terms.
You agree to provide Envoice with information regarding your credit card or any other valid payment method accepted by Envoice and to update the information provided earlier if it is no longer valid. Envoice will not provide you with any payment services, Envoice will not be held liable for any action or omission of a third-party payment service provider. When accepting making the payment, you shall agree that the third-party service provider has its own terms and conditions and you are establishing a separate legal relationship with such third-party payment service provider.
Client will be issued an electronic tax invoice for payment of the Fees of the previous month or for the ongoing period, if applicable. Unless otherwise expressly stated or agreed between you and Envoice in writing, all Fees are exclusive of value added tax and shall not include payment fees, which depend on the payment method, bank used to make the payment and other relevant factors which depend directly on the choices of the Client, such as integrating Envoice to third-party applications. The Client has fulfilled his obligations in relation to the payment if the payment has been credited in full to Envoice.
In the event you choose to subscribe to a paid Subscription Plan after your Free Trial or to activate a Billing Account, you agree to the Fees, Item Fees, any other stated fees in your Subscription order overview, payment and billing policies as set forth (a) herein, (b) in the Software and/or (c) if applicable, in a separately executed or accepted Special Terms.
All Fees paid for the Envoice Products are non-refundable and non-transferable except as expressly provided in these Terms.
All Fees and applicable taxes, if any, are payable in euros. In case currency exchange is applicable, Envoice shall not bear the risk in relation to any currency fluctuations. Such risk shall be borne by the Client.
Your Subscription with any selected Subscription Plan requires a recurring Fee and will automatically renew unless you cancel it or Envoice terminates it.
You must cancel any automatically renewing Subscription to stop billing for the renewal term to your credit card or any other payment method. All Fees are nonrefundable and there are no refunds or credits for partially used periods.
Your paid Subscription begins the day when your Free Trial period expires, and your Company Account is linked to an active Billing Account. You shall pay for the Envoice Products you have used during the previous month in accordance with the Subscription Plan you have chosen.
Envoice will have the right to increase or decrease the prices on its sole decision with the best effort to inform the Client prior to such increase or decrease of prices. In such event, you are accepting that you shall have no claims whatsoever against Envoice, but you will have the right to end your Subscription in the 1-month period after the new prices have become valid.
3.9 Restrictions on your use of the Envoice Products
Envoice reserves all rights in and to the Envoice Products that are not expressly granted in these Terms. Nothing in these Terms is intended to transfer any Intellectual Property Rights from Envoice to Users or Clients. Title to any and all Intellectual Property Rights in or to the Envoice Products and any documentation that relates to it or the Envoice Products shall remain the property of Envoice or the third-party from whom it licenses such Intellectual Property Rights. Envoice does not claim anything in relation to the intellectual property of the Client.
You agree that you shall not:
- save as may be permitted under applicable law, copy, reproduce, modify, adapt, translate, prepare derivative works of, republish, submit, post, transmit, or distribute any Envoice Products or any other Intellectual Property Rights in or to the Software for any reason whatsoever;
• save as may be permitted under applicable law, reverse assemble, decompile, reverse engineer or in any way derive or attempt to derive from the Software, any source code or the structure, sequence or organisation of such code;
- use the Envoice Products in any way that infringes another person’s Intellectual Property Rights;
- use the Envoice Products to submit, post, email, or otherwise transmit worms, viruses, or any other computer file, code, or program designed to disrupt, interrupt, limit, or disable any of the functionality of the Envoice Products, or any hardware, or telecommunications equipment;
- access (or try to access) and use any of the Envoice Products through any interfaces not provided by Envoice or by any automated means, including, but not limited to, scripts, robots, or web crawlers;
- use the Envoice Products to submit, post, transmit, store, or otherwise make available content that contains software viruses or any other computer code, files, or programs that could interrupt, destroy or limit the functionality of the computer software or hardware or telecommunications equipment of Envoice, its Users or partners, service providers or its affiliates.
- use the Envoice Products to submit, post, transmit, store, or otherwise make available content that is pornographic or otherwise explicit in nature (Envoice reserves the right to remove any and all such content at its sole discretion);
- use the Envoice Products in any fashion which violates, or might reasonably be judged by Envoice to violate, any local or foreign law or regulation; or
- without limiting the rights of partners to make available the Envoice Products to their clients under the Special Terms) sublicense, assign or otherwise transfer the Envoice Products, these Terms or the rights under it, whether by operation of law or otherwise, otherwise than in accordance with these Terms.
- We will not be responsible, or liable, to any third party for the content or accuracy of any data you submit to the Envoice Products.
3.10 For business use only
The Software is designed for use by businesses, not consumers. You warrant and represent that you are acquiring the right to access and use the Envoice Software for the purposes of a business and are not dealing with Envoice as a consumer.
Subject to these Terms, Partners are in some cases able to use the Software to make certain Envoice Products available directly to Users.
If you are a Partner and if applicable, you acknowledge and agree that:
- you are responsible for administering Company Accounts, Users and permissions that Users have to use the Envoice Products signed up for or subscribed on behalf of you as a Client;
- you are responsible for administered Company Accounts and Users’ use of the Envoice Products; and
- before being able to access the Envoice Products, each Partner will be required to sign up to these Terms and any Special Terms as a Client, if a Partner fails or declines to sign up to these Terms, it shall not be permitted to use the Envoice Products.
The services (other than Envoice Products made available pursuant to these Terms) Partners provide to Users are not vetted, endorsed or approved by Envoice. Users acknowledge and agree that Envoice is not responsible for the quality of such services they receive from Partners. Partners are solely responsible for vetting and reviewing the services Partners provide to them.
4. Client Data
4.1 Submitting Client Data to the Software
If the Client submits Client Data to the Software, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and organisations) whether posted and/or submitted by you or made available on or through the Envoice Products by Envoice. By submitting Client Data to the Software, Client authorises Envoice to process the Client Data.
The Client is responsible for ensuring that the Client and any of the Users associated with the Company Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Envoice, other Clients or Users, persons or organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.
The Client confirms that all of the Users associated with the Company Account have the necessary rights to use the Client Data, including to insert it into the Software and process it by means of the Company Account.
4.2 Who owns the Client Data?
Dealing with Client Data transparently is of core importance to Envoice. Envoice’s position on Client Data ownership is that, as between the parties to these Terms, the Administrator who created Company Account has ownership of the Data which is or has been submitted to that Company Account (including ownership of any Intellectual Property Rights in that Client Data). In practice – as between the parties – this means that the Client Data ownership position will be as outlined below:
|If the User created the Company Account:|
|Who can delete the Client Data?||Administrator or Users, if applicable|
|Who can access and use the Client Data?||Administrator and Users, if applicable|
|Can Envoice use the Data and Items?||Yes. Envoice needs to be able to use and process the Data to provide the Envoice Products and improve Envoice Products.|
4.3 How is Client Data used?
In order to provide the Software to Users and Clients and to improve the Envoice Products and Software, we need to use and store the Client Data. In addition, we may share or make available the Client Data to third parties that provide services to us; we will only allow such sharing of or access to Client Data to enable us to provide you with the Software.
4.4 Does Envoice sell Client Data?
No. Envoice does not sell Client Data to any third parties. Envoice acknowledges and agrees that it will only use the Client Data to provide the Envoice Products in the fashion described in these Terms.
5. Third-Party Applications
If you have integrated any Envoice Products with any third-party applications (for example, your accounting software or banking service provider), you acknowledge that Envoice can allow the providers of those third-party applications to access your Client Data. Allowing third parties access to your Client Data in this fashion is necessary to allow third-party applications to integrate with the Envoice Products.
You acknowledge that Envoice shall not be responsible for any corruption, unauthorised disclosure, modification, loss or deletion of your Client Data that results from any such access by third-party application providers.
To enable the integration of third-party applications with the Envoice Products, we may have to use certain pieces of software provided by the applicable third-party service provider. In some circumstances, Envoice will be required to pay a fee to use such software integrations. If you choose to integrate any Envoice Products with any third-party applications, we may require you to pay any charges for which Envoice may become liable to enable the required integration, these charges will be in addition to the Fees.
6. What happens to Client Data when you close your Company Account?
After cancellation or termination of these Terms, your access to your Company Account and the Products will also terminate. This means you may no longer have access to any Client Data stored in your Company Account.
Following termination, unless you instruct us to delete them, Envoice will aim to retain one (1) copy of each Item that you have submitted for a period of one (1) year. We take this step to assist you in complying with your recordkeeping obligations to local authorities.
Notwithstanding the above, we provide no guarantees that your submitted Items or any extracted data will be retained by Envoice following cancellation or termination of these Terms, nor that you will comply with any of your obligations to local authorities. For this reason, we suggest you maintain your own copies of any Items submitted and any data extracted to the fullest extent necessary to allow you to comply with all applicable recordkeeping obligations.
7. Security and Back-up
We try to do our best but assume no responsibility on matters related to security. As long as you keep your password safe, Envoice protects your Client Data so it can only be viewed and accessed by you and those who have been authorised to access it. Envoice uses 256-bit secure socket layer encryption.
You agree to be responsible for keeping your passwords associated with your User account secret and secure. If you forget your password but can still access your email, then you can reset your password. Envoice cannot retrieve any lost passwords.
For your security, do not submit any Items to Envoice that have full credit card information printed on them or any other fully indicated payment method-related information. If nevertheless, you add such Items to Envoice you do it on your own risk and you shall acknowledge that you have given confirmation to Envoice to access and process such Data. If any such Items are received, Envoice reserves the right, but shall not have the obligation, to add such Items to your Company Account. It is your responsibility to ensure that you review the content and form of any Items you submit to the Software or otherwise provide to Envoice.
We try to do our best but assume no responsibility on matters related to back-up. To ensure that your Items remain accessible and secure throughout your use of the Software in accordance with these Terms of Service, Envoice periodically creates backup copies of your Items in accordance with standard industry practices.
Although we take reasonable steps to ensure that your Client Data is kept secure, Envoice shall not be liable for any deletion of, corruption of, or failure to store any Client Data or other content used in or maintained by the Envoice Products. Accordingly, you should create backup copies of all Client Data that you provide to the Envoice Products.
8.1 Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
8.2 Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Envoice and you as a Client regarding the Envoice Products, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Envoice and you regarding the Envoice Products.
8.3 Intellectual property
The Software, Envoice Products, Envoice Materials, Envoice trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Envoice and its third-party vendors and hosting partners.
Envoice Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Envoice, its affiliates and licensors retain all right, title and interest in such Envoice Products, Envoice Materials, Envoice trade names and trademarks, and any parts or elements. Your use of the Envoice Products and Envoice Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein.
Any commercial or promotional distribution, publishing or exploitation of the Envoice Materials is strictly prohibited unless you have received the express prior written permission from Envoice or the otherwise applicable rights holder. Envoice reserves all rights to the Envoice Products, Envoice Materials and Envoice trade names and trademarks not expressly granted in the Terms.
8.4 Trademark notice
“Envoice” and the Envoice logo are trademarks of Envoice.
8.5 Modification to terms
Envoice reserves the right, at its sole discretion, to modify, discontinue or terminate the Envoice Products or to modify these Terms, at any time giving prior notice, if possible, at least 1 month prior to the change of Terms. If we modify these Terms, we will post the modification on the Website or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms on the Website or Application. By continuing to access or use the Software after we have posted a modification on the Website or Software or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms of Service are not acceptable to you, you can terminate your Subscription.
Certain portions of the Envoice Products may, or may in the future, have different Terms posted on the Website or may require you to agree with and accept additional Terms. Envoice may, in its sole discretion, make premium or different products, software or services available to you that are subject to different Terms and narrower licenses than as set forth therein. If there is a conflict between these Terms and terms and conditions posted for a specific portion of the Envoice Products, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the Envoice Products.
Each party undertakes to the other that it shall not at any time disclose to any person any Confidential Information except as is permitted by these Terms, including the remainder of this confidentiality section.
The Client confirms that evaluates the measures taken by Envoice as sufficient to protect the Confidential Information which the Client has disclosed to Envoice. Any disclosure not directly related to the actions or omission of Envoice, meaning not related to the Software and Envoice Products and malfunction of the aforementioned, will mean that Envoice will not be held liable for such disclosure and will bear no burden of proof in relation to such disclosure.
Each party may disclose the other’s Confidential Information:
- to its employees, officers, representatives, service providers, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under these Terms, provided always that such recipients shall be made aware of the confidential nature of the Confidential Information they receive and shall agree to reasonable confidentiality undertakings to protect such Confidential information;
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority; or
Neither party shall use the other party’s Confidential Information for any purpose other than to the ones named under these Terms.
You indemnify Envoice from and against all claims, costs, damage and loss arising from your breach of these Terms. This indemnity covers any costs relating to the recovery of any Fees that you have failed to pay in accordance with these Terms.
8.8 Force Majeure
Envoice shall not have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, act of terrorism or cyber-terrorism or cyber-attack fully or partially affecting Envoice and Envoice Products, war, explosion, embargo, strike, labour or material shortage, transportation interruption of any kind, work slowdown or any other event or condition beyond its control.
Envoice shall not have any liability in connection to internet access, server reliability and other factors related to Envoice Software and Envoice Products, but not under the control of Envoice. Envoice shall also not be held liable to the specific factors related to the Client, such as internet access and other relevant factors.
In the event that any dispute arises between the parties, you and Envoice each agree to enter into good faith discussions to resolve that dispute within a period of 14 days from one party’s notification to the other that such dispute has arisen (the “Dispute Resolution Period”).
In the event that no resolution to the dispute can be mutually agreed by the parties (each acting reasonably) during the Dispute Resolution Period, both you and Envoice will have the right, but not the obligation, to terminate these Terms with immediate effect on written notice to the other, provided always that such notice must be served within a further 7-day period starting on the day immediately following the final day of the Dispute Resolution Period.
Nothing in this section shall prejudice either party’s other rights to terminate outlined elsewhere in these Terms – including the right to terminate these Terms to prevent their automatic renewal on expiry of a Billing Period. In addition, nothing in this section will at any time while a dispute is being discussed by you and Envoice restrict either party’s freedom to obtain emergency injunctive relief, commence legal proceedings to preserve any legal right or remedy or to protect confidentiality or any intellectual property or trade secret right or to prevent or limit breaches of law governing its business.
8.10 No warranty and limitation of liability
You acknowledge that the Envoice Products are provided on an “as is” and “as available” basis. Envoice makes no representations, warranties or conditions of any kind, express or implied, with respect to the Envoice Products, including, without limitation, any warranty that Envoice Products will:
- be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
- meet your requirements or expectations;
- be free from errors or that defects will be corrected; or
- be free of viruses or other harmful components.
To the fullest extent permitted by applicable law, Envoice expressly disclaims all implied warranties or conditions including, without limitation, warranties and conditions of satisfactory quality, fitness for purpose and non-infringement.
You acknowledge and agree that Envoice shall not be liable for any losses or claims whatsoever relating to:
- any permanent or temporary restrictions or cessations of the Software;
- any deletion of, corruption of, or failure to store any Client Data or other content used in or maintained by the Envoice Products;
- your failure to provide correct, accurate, and up-to-date Company Account information; or
- your failure to keep your password and two-step authentication tools secure.
Nothing in these Terms limits or excludes Envoice’s liability for:
- death or personal injury caused by its negligence;
- fraud or fraudulent misrepresentation; or
- any other act, omission, or liability which may not be limited or excluded by applicable law.
Subject to the above, Envoice’s total liability to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms shall be limited, in respect of all claims (connected or unconnected) to the lower of total Fees paid or payable by you in the previous six-month period provided as credit which can be used in case of using future Envoice Services or Envoice Products. Envoice will leave itself the right to determine the exact amount of credit.
You acknowledge that we are not your advisor nor your accountant. Envoice Products do not constitute financial advice. You remain wholly responsible for your compliance with all filings and reporting requirements in relation to taxation and all other similar requirements or duties imposed on you under applicable law.
We assume no responsibility for the content of the websites linked on our site. Such links should not be interpreted as an endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
8.11 Termination and Company Account cancellation
You shall be deemed to have terminated these Terms if:
- you cancel your Subscription to the Envoice Products; or
- you fail to pay any Fees due and payable for a renewal of the Subscription.
These Terms will continue for the period covered by the Fees paid for your Subscription. At the end of each Billing Period, these Terms will automatically renew for another period (if you pay the relevant Fees when due and payable) unless either party terminates these Terms before the end of the relevant Billing Period.
No refund will be given of any Fees you have already paid prior to the expiry of the Billing Period. If these Terms are terminated for any reason and any Fees that were payable prior to such termination are unpaid, you will be liable to pay all outstanding Fees to Envoice.
Without prejudice to its other rights and remedies, Envoice may, on notice to you, terminate these Terms with immediate effect if you:
- commit a material breach of these Terms and, in the case of any breach which can be remedied, fail to remedy that breach within fourteen days of a notice from us requiring such remedy; or
- You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become bankrupt, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
Failure by you to pay any Fees due to us by the date on which such payment is due shall constitute a material breach of these Terms.
Without prejudice to its other rights and remedies, Envoice may terminate these Terms and close your Company Account at the end of any Billing Period.
8.12 Applicable law and jurisdiction
These Terms and all matters arising from them (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation) shall be governed by and construed in accordance with Estonian law without regard to conflict of law. In relation to any legal action or proceedings to enforce these Terms or arising out of or in connection with these Terms (including, without limitation, any dispute relating to the existence, validity or termination of these Terms or any contractual or non-contractual obligation), i.e. proceedings each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of Estonia and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that the proceedings have been brought in an inappropriate forum provided that a judgment or order of any court may be enforced in any court of competent jurisdiction.
8.13 Contacting Envoice and Client support
From time to time, Envoice is providing Client support through a built-in chat and other measures in case you have any issues with the Envoice Products. Envoice will act in its best efforts, but cannot agree that Client support will solve the issue you are having. Therefore, Envoice shall bear no liability in relation to Client support. Furthermore, Envoice will not guarantee any certain hours in relation to the availability of the Client support. Envoice will provide you Client support only upon request and your approval.