8. General
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.
8.6 Confidentiality
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
- as described in the Privacy Policy.
Neither party shall use the other party’s Confidential Information for any purpose other than to the ones named under these Terms.
8.7 Indemnification
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.
8.9 Disputes
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
If you have any questions about these Terms, please contact Envoice at support@envoice.eu. You acknowledge and agree that when contacting Envoice, whether by email, chat, or otherwise, Envoice shall have the right to process the Personal Data you have provided to us in accordance with the Privacy Policy of Envoice.
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.