Welcome to our Terms and Conditions. Just like our privacy policy it's really important you take some time out to read this. You need to be sure you agree with them before you start using ACRONX. If you have any questions about any of this then please get in touch with us info@acronx.com.
Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask the Customer for the Customer's express written or online acceptance of these Terms and Conditions before providing any such services to the Customer.
1.1 Except to the extent expressly provided otherwise, in these Terms and Conditions:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;
"Charges" means any amounts as may be agreed in writing by the parties from time to time, either through Services Order Form of in any other way;
"Customer" means the person or entity identified as such in Section 1 of the Services Order Form;
"Customer Confidential Information" means: (a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Provider to be confidential; and (b) the Customer Data;
"Customer Data" means all data, works and materials uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding the data with respect to which the Provider is a Controller;
"Data Protection Laws" means all applicable laws relating to the processing of Personal Data in the European Union or in any member state of the European Union to which the Customer or Provider is subject, from time to time, including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation ((EU) 2016/679);
"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
"Effective Date" means the date upon which the Customer completes and submits the online Services Order Form published by the Provider on the Provider's website;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" means ACRONX CRM which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of: (a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services; (b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer; (c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or (d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in the Services Order Form and in the Documentation;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Provider" means ACRONX, družba za informacijsko tehnologijo, d.o.o., a company incorporated in Slovenia (registration number 6064175000) having its registered office at Barletova cesta 4, 1215 Medvode, Slovenia;
"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
"Services Order Form" means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 The Agreement shall come into force upon the Effective Date.
2.2 Unless otherwise specified, the Agreement shall continue for the duration specified in the online Services Order Form and shall automatically renew indefinitely, subject to termination in accordance with Clause 16.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract under these Terms and Conditions.
3.1 The Provider shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive, non-transferable, limited and revocable licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer in accordance with the Documentation during the Term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations: (a) the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; and (b) the Hosted services may only be used by the number of users the Customer paid for; and (c) the password to a Hosted Services Account must not be shared with any other party.
3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions: (a) the Customer must not sub-license its right to access and use the Hosted Services; (b) the Customer must not permit any unauthorised person to access or use the Hosted Services; (c) the Customer must not use the Hosted Services to provide services to third parties; (d) the Customer must not republish or redistribute any content or material from the Hosted Services; (e) the Customer must not make any alteration to the Platform, except as permitted by the Documentation; (f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider; (g) the Customer must not reverse engineer, decompile, disassemble, or attempt to derive the source code of the Hosted Services.
3.5 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.
3.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement: (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer's computer systems or networks; (d) any breach by the Customer of the Agreement; or (e) scheduled maintenance carried out in accordance with the Agreement.
3.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 1 (Acceptable Use Policy).
3.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.9 The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.11 The Provider may of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days written notice prior to the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
3.12 The Provider reserves the right to: of these Terms and Conditions; take appropriate legal action against anyone who, in its sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; in its sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of Customer’s data or any portion thereof; in its sole discretion and without limitation, notice, or liability, to remove from the Hosted Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; otherwise manage the Hosted Services in a manner designed to protect its rights and property and to facilitate the proper functioning of the Site.
4.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
4.2 The Provider shall where practicable give to the Customer at least 5 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of these Terms and Conditions.
4.3 The Provider if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
5.1 The Provider shall provide the Support Services to the Customer during the Term.
5.2 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected in the Provider's industry.
5.4 The Provider shall respond promptly to all requests for Support Services made by the Customer.
5.s if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 7 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
6.1 The Customer owns rights, title and interest in and to all of its data. The Customer is solely responsible for the accuracy, integrity, and legality of Company’s data. The Customer is solely responsible for any loss of data. Archive your Content frequently.
6.2 The Provider shall create a daily, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 7 days.
7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider. Provider owns all right, title, and interest to the Hosted Services, technology, information, code or software provided to the Company, including all intellectual property rights, and all portions, copies or modifications thereof. The Provider’s name, logo, trade names and trademarks are owned by the Provider, and no right is granted to the Customer to use any of the foregoing except as expressly permitted herein or by written consent of the Provider.
7.2 The provider have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any product or service any suggestions, enhancement requests, recommendations or other feedback provided by the Customer relating to the operation of any product or service owned by the Provider.
8.1 The Customer agrees to pay all fees specified on the relevant Services Order Form.
8.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 8.2.
8.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 7 days' written notice of the variation.
9.1 The Provider shall issue invoices for the Charges to the Customer from time to time during the Term.
9.2 The Customer must pay the Charges to the Provider within the period of 7 days following the issue of an invoice in accordance with this Clause 9, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.
9.3 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may claim interest and statutory compensation from the Customer.
10.1 The Provider must: (a) keep the Customer Confidential Information strictly confidential; (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions; (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care; and (d) act in good faith at all times in relation to the Customer Confidential Information.
10.2 Notwithstanding Clause 10.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
10.3 This Clause 10 imposes no obligations upon the Provider with respect to Customer Confidential Information that: (a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the Provider; or (c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
10.4 The restrictions in this Clause 10 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
10.5 The provisions of this Clause 10 shall continue in force indefinitely following the termination of the Agreement.
11.1 Each party shall comply with the Data Protection Laws and act in accordance with the data processing terms contained in Schedule 2 (Data Processing Schedule), with respect to the processing of the Customer Personal Data.
12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
12.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the ; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
12.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
12.5 The Customer acknowledges that the Hosted Services may contain links to other sites. Unless expressly stated, these sites are not under the control of the Provider. The Provider assumes no responsibility for the content of such web sites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Web Site does not imply any endorsement of the sites themselves or of those in control of them.
13.1 Nothing in these Terms and Conditions will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.
13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions: (a) are subject to Clause 13.1; and (b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
13.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
13.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
13.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
13.6 Neither party shall be liable to the other party in respect of any loss of use or production.
13.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
13.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software; providing that this Clause 13.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 6.2.
13.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
13.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of: (a) 5.000 EUR; and (b) the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 month period preceding the commencement of the event or events.
13.11 The aggregate liability of each party to the other party under the Agreement shall not exceed the greater of: (a) 5.000 EUR; and (b) the total amount paid and payable by the Customer to the Provider under the Agreement.
14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
14.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must: (a) promptly notify the other; and (b) inform the other of the period for which it is estimated that such failure or delay will continue.
14.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
15.1 Either party may terminate the Agreement by giving to the other party at least written notice of termination.
15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.
15.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if: (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, manager or similar is appointed over any of the assets of the other party; (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or (d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.
16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.11, 9.2, 9.3, 10, 11, 13, 16, 18 and 19.
16.2 Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Agreement shall not affect the accrued rights of either party.
16.3 Within 30 days following the termination of the Agreement for any reason the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of the Agreement;
17.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.
17.2 The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations.
17.3 Notwithstanding the provisions of this Clause 17 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
18.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.
18.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.
18.4 The Agreement shall be governed by and construed in accordance with Slovene law.
18.5 The courts of Republic of Slovenia shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
18.7 The Provider may make changes to the Terms and Conditions from time to time. When these changes are made, the Provider will make a new copy of the Terms and Conditions on the Provider’s website, and notify the Customer of the change in writing.
18.8 The Customer agrees that if they use the Services after the date on which the Terms and Conditions have changed, the Provider will treat the Customer’s use as acceptance of the updated Terms and Conditions
