General terms and conditions
LAST UPDATED: June, 2019
EPIITO’S GENERAL TRADE TERMS
READ CAREFULLY THIS AGREEMENT WITH APPENDICES, WHICH CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN EPIITO AND THE CUSTOMER REGARDING ACCESS AND USE OF EPIITO’S SERVICES. PLEASE REFER TO EPIITO’S GENERAL LICENSE AND END USER TERMS FOR ADDITIONAL REQUIREMENTS AS TO AVAILABILITY OF AND ACCESS TO THE SERVICES, RESTRICTION OF LIABILITY, PRIVACY, WARRANTIES, CHOICE OF LAW AND ARBITRATION, ETC. THE GENERAL LICENSE AND END USER TERMS FORM AN INTEGRATED PART OF THESE TERMS AND CONDITIONS.
THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD, WHO ARE ACTING FOR THEMSELVES OR IN THEIR CAPACITY AS AN EMPLOYEE OR REPRESENTATIVE OF A BUSINESS ENTITY OR OTHER ORGANIZATION. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS, ON BEHALF OF YOURSELF OR ON BEHALF OF SUCH BUSINESS ENTITY OR OTHER ORGANIZATION IN YOUR CAPACITY AS AN EMPLOYEE OR REPRESENTATIVE OF SUCH BUSINESS ENTITY OR OTHER ORGANIZATION. BY SIGNING UP TO THE SERVICES, CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SERVICES IN ANY MANNER (“ACCEPTANCE”), YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE YOU OR THE BUSINESS ENTITY OR OTHER ORGANIZATION YOU REPRESENT AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. ANY PURCHASE ORDER OR SIMILAR TERMS SHALL NOT APPLY.
IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO DO SO, YOU SHOULD NOT SIGN UP TO THE SERVICES AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND EPIITO OR THE BUSINESS ENTITY OR OTHER ORGANIZATION THAT YOU REPRESENT AND EPIITO ARE RESOLVED. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT BY SIGNING UP TO THE SERVICES, CREATING AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
- The conclusion and termination of the Agreement
- By concluding the Agreement, the Customer declares that the Customer has read and understood the Agreement. The Customer has noted that the Agreement include burdensome provisions including an arbitration clause and limitation of liability.
- Once the Customer has signed up for the Services, Epiito will provide an email with the Agreement and the details of the Services ordered.
- The Customer agrees that the Agreement can be concluded via e-mail and that future correspondence about the Agreement and the business relationship in general can take place via e-mail. A notice sent to the Customer’s e-mail address is binding just as if the notice had been sent via regular mail.
- Definitions and interpretation
- Except to the extent expressly provided otherwise, in this Agreement:
- “Fee” means the license fee agreed between the Parties from time to time for access to the Services; and
- “Initial Term” is the period from the day of the Agreement and the first day of the month that starts twelve (12) months after the day of the Agreement. If e.g. the Agreement is entered on 20 February 2018, the Initial Term is from 20 February 2018 until 1 March 2019.
- The clause headings do not affect the interpretation of this Agreement. Words in the singular include the plural and vice versa.
- No term of the Agreement is to be construed against a Party because the term was first proposed or drafted by that Party.
- Except to the extent expressly provided otherwise, in this Agreement:
- Account and update of information
- The Customer must provide Epiito information that is accurate, complete, and current at all times. E.g. the Customer is obligated to keep its credit card information up-to-date at all times. The Customer can at all times update its credit card information in settings. Once the Customer updates its credit card information, Epiito will automatically delete information about the credit card previously connected to the Account. Failure to keep the information accurate, complete and current at all times constitutes a breach of the Agreement, which may result in termination of the Customer’s Account.
- Ongoing agreement, non-termination period and termination
- This is an ongoing Agreement that continues in force until terminated by either Party giving at least one (1) month Written Notice to the other Party.
- Irrespective of Clause 1, the Agreement is interminable by the Customer during the Initial Term.
- Either party may terminate this Agreement immediately by giving Written Notice of termination to the other party if the other party commits a material breach of this Agreement.
- Either party may terminate this Agreement immediately by giving written notice of termination to the other party if (a) the other party (i) is dissolved; (ii) is or becomes unable to pay its debts as they fall due; (iii) is or becomes insolvent or is declared insolvent; or (iv) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; or (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 this Agreement).
- Effects of termination
- Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 2; 5; 4; and 8just as any provisions included in Epiito’s License and end user terms intended to remain in force after the termination of the Agreement.
- Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
- At any time prior to one month after the date of termination or expiry, the Customer may request: (a) a copy of any Customer Data stored using the Services, provided that the Customer pays Epiito’s reasonable costs of providing that copy. On receipt of that request, Epiito must provide a copy of the Customer Data in a common electronic form. Epiito does not warrant that the format of the Customer Data will be compatible with any software; and/or (b) deletion of the Customer Data stored using the Services, in which case Epiito must use reasonable efforts to promptly delete that Customer Data. To avoid doubt, Epiito is not required to comply with 3(a) to the extent that the Customer previously requested deletion of the Customer Data.
- Fees, taxes and late payment
- The Customer will pay the Fees set forth on Epiito’s website for the Services selected by the Customer. The Fees will be automatically charged to Customer’s credit card on file at the beginning of each calendar month. Enterprise solutions are invoiced according to The Enterprise Agreement, in which enterprise fee and invoice period are stated. For the first and last month of the Service Term, such fee shall be prorated for the number of days in such calendar months for which the Services are provided. Epiito will forward an invoice prior to the collection of the amount.
- Epiito may with at least 45 Business Days’ Written Notice to the Customer adjust the Fees. If the Customer cannot accept the adjusted Fees, the Customer may terminate the Agreement on no less than 10 Business Days’ Written Notice to Epiito, provided the Written Notice is received by Epiito before the effective date of the adjusted Fee. If the Customer fails to give notice, or if the Customer’s notice is late, the Customer is deemed to have accepted the adjusted Fee.
- All amounts stated in or in relation to this Agreement are stated exclusive of any applicable taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes. Customer agrees to pay such taxes, unless the Customer has provided Epiito with a valid exemption certificate. In the case of any withholding requirements upon the Customer, the Customer will pay any required withholding itself and will not reduce the amount paid to Epiito on account thereof.
- If the Customer does not pay any amount properly due to Epiito under this Agreement, Epiito may charge the Customer interest on the overdue amount at the rate of 1 % per month, or the maximum permitted by law, whichever is lower, (which interest will accrue daily until the date of actual payment and be compounded at the end of each named calendar month) plus all expenses of collection, including reasonable attorneys’ fees.
- The Services include the Services included in the package selected by the Customer in connection with conclusion of the Agreement and as reflected on Epiito’s website. The Services are provided on the terms and conditions reflected in Epiito’s license and end user terms as available at https://shop.epiito.com.
- Customer’s trade names and trademarks
- Epiito agrees that the Customer’s / Customer Group’s company names, trade names and trademarks are the exclusive property of the Customer or the Customer Group. Epiito may in its marketing free of charge refer to the co-operation with the Customer using the Customer’s / Customer Group’s company names, trade names and trademarks.