Terms of Use

OpenERP LEASE CONTRACT

CONTRACT CREATION DATE: 2013-04-10

GENERAL PROVISIONS

By using OpenERP business management system (hereinafter – the system) services, you acknowledge and agree that you have read this contract and its terms, understand them and agree to comply with them. If you do not agree to these terms, you may not use our services because you do not have the right to do so.

Service provider:

UAB “NOD Baltic”

Company code 300121211

VAT code LT100001757317

Laisvės pr. 3, LT-04125, Vilnius, Lietuva

On this website, we provide a web-based online business management system OpenERP lease and related supplementary services. We are not and cannot be considered as the company providing accounting services in any case.

We reserve the right to change the terms of this contract, provided services and content (structure), without prior notice and your approval. If you continue to use the system after the changes of the contract,we will consider that you accepted the changes and do not object to them. You can access the latest version of the contract here at any time: http://gnome.lt/naudojimosi-salygos/ or you can download the PDF format. Upon your request we in addition can send you these terms via email.

Any violation of the terms of this contract will mean termination of this contract and access to the system. We are not responsible for the content that you upload to the system. You agree to use the system at your own risk.

By ordering our services you agree that we can publicly announce that you are using our services on our website (e.g., use your logo, publish you as an example of success story, etc.).

REGISTRATION

1. The system can be used by both natural and legal persons.

2. To start using the system you must contact us and provide correct, accurate and all required information about yourself and needs of the system use.

3. After successful registration a wanted database and users will be created for you (for an agreed monthly fee).

4. The account (username and password) you are provided with can be used only by one person. Use of the same accounts by several persons is prohibited. However, if needed, you can contact us and we will give you more accounts (users).

5. We reserve the right to check at any time which IP addresses connected to the system and if we find that the same account (username and password) is used by multiple persons, we can terminate the contract and claim for damages.

6. Different users activated by you can have different access rights (e.g., only to certain system modules), except for the system administrator rights.

7. You cannot give access to your account to your customers, suppliers or partners, unless you use a special module of the system which allows you to invite external users with restricted rights. No additional fee is taken for such external users.

8. You are responsible for the security and loss of username and password provided to you. We are not responsible for any losses that may result due to your failure to fulfill this commitment.

9. You are responsible for any content that you upload to the system and also for the use of the system through the account provided to you.

10. You cannot use the system for any unlawful purposes or means and violate any laws applicable to you.

11. Among other things, we reserve the right to refuse to enter into a contract with you for any reason.

USE OF THE SYSTEM

12. You will provided with a certain amount of storage space on the server and other server resources, which can be found here – http://gnome.lt/paslaugos/. We reserve the right to charge an additional fee (with a prior notification to you) in case they are exceeded.

13. You can login to the system at any time of the day.

14. You have the right to use the modules of the system that had been agreed during the registration.

15. You can request for the access to additional modules of the system. For this we may apply an additional fee, depending on the chosen lease plan of the system.

16. You can ask us to do additional, individual work with the system. We reserve the right to evaluate  additional work and decide whether we will be able to do it.

17. You may not do direct or indirect harm to the operation of the server and/or the system, to use the server and/or the system for illegal activities.

18. If the system’s malfunction or corruption is caused by you, all repair work is charged as additional services.

19. You are not provided with administrative rights, so you cannot modify the system, unless we agree otherwise.

OPERATION, TROUBLESHOOTING AND MAINTENANCE OF THE SYSTEM

20. We promise to maintain the system to operate without problems, but you understand and agree with the fact that the system is complex and therefore there might be some unforeseen disorders.

21. We will fix errors only of those modules of the system that were developed by us. The standard modules of the system will be fixed by the manufacturer of OpenERP, for whose actions and troubleshooting terms we are not responsible.

22. The system’s errors are fixed free of charge. Critical errors (when there is no access to basic system functions) will be fixed within 8 hours. Non-critical errors will be fixed within one week. When there are highly complex errors and failures of the system, these periods may be longer.

23. If we do not fix the error of the system during the specified periods we will pay you 0.03% interest rate of the system’s lease fee for each day of delay, but in all cases the total amount of interest will not exceed the system’s lease fee of one month.

24. If the server which hosts the system crashes, we promise to restore the server to working order within one working day. If we do not restore the server’s operation during this period, we will pay you 0.03% interest rate of the system’s lease fee for each day of delay, but in all cases the total amount of interest will not exceed the system’s lease fee of one month. However, if the server crashes due to your fault, you will have to pay a specified amount of interest, not limiting it to the monthly system’s lease fee.

25. Depending on your chosen system’s lease plan, we will provide you with paid or free technical assistance, consultations and training on the system’s operation. Prices of consultations and training can be found at – http://gnome.lt/paslaugos/.

26. Working hours of the system’s technical support can be found at http://gnome.lt/kontaktai/. Regarding the system’s failure you can contact us by e-mail help@oerp.lt, pagalba@oerp.lt or by phone +370 5 2032766.

27. We are not responsible for the system’s failure if it happens because of circumstances beyond our control (e.g., if you have no internet conection).

28. We reserve the right to make both scheduled and non-scheduled maintenance of the system, update and improve it without giving notice to you. During maintenance the system may not work temporarily, however, we are not responsible for any damages that may result from the interference of the system’s operation under maintenance.

29. Significant updates of the system (e.g., update to the new version of the system) are not included in the price of the system’s lease and if you want to take advantage of these updates, you will need to pay for it in addition, according to our established rates.

PAYMENT

30. Prices of the system’s lease and relevant plans are listed at – http://gnome.lt/paslaugos/. You also have to pay all applicable taxes (e.g., VAT tax).

31. We reserve the right to change any prices of any services on our own initiative. Every price change will be published at the website or in the system 30 calendar days before the change takes effect.

32. You will need to pay the fee for the lease of the system in advance for each current month’s part (5 days) and the next month. We will bill you and you will have to pay the invoice within 10 days after the invoice was issued. If you start using the system at the beginning of the month, then you will pay the lease fee only for the remaining part of the month.

33. If in particular month we will do additional work for you (e.g., individual programming), the price of such work will be added to the current month’s invoice.

34. If you change the system’s lease plan (whether to cheaper or more expensive), the fee for newly selected plan will come to the effect from next month.

35. Change of the system’s lease plan from more expensive to cheaper could cause partial loss of your uploaded content, change and reduction of the system’s functioning and features. We take no responsibility for the change of your chosen lease plan of the system and the resulting losses.

36. If you are late to pay the monthly system lease fee for at least one month, we reserve the right to suspend the provision of the services and access to the system.

 

CONTENT AND DATA SECURITY

37. We are committed to encrypt and store safely your uploaded data in the system, use firewalls, antivirus software, SSL certificates. Both you and we need to inform each other of any system or stored data security breach, unauthorized access, password loss.

38. In case of violation of the system security, we reserve the right to suspend access to the system so that we can ensure further safe and comprehensive functioning of the system.

39. We are not responsible for losses incurred due to such a suspension of access to the system, except when they occurred because of our fault.

40. If legitimacy and validity of your uploaded data is questioned by state authorities (e.g., FCIS, STI), we have the right to provide access to your data to the officers of such authorities.

41. If state authorities determine any violations of your data processing, hosting, preparation, storage and requires you to correct these violations, we have no obligation to modify the system so that those violations are corrected.

42. We are not liable for any loss of your data that may occur during the date transfer (transmission) stage.

CONTENT AND DATA STORAGE, BACKUPS

43. We will store your data and we will do daily backups of it (the last backup stored is one week old).

44. Backups are made in “.dump” format. It is a PostgreSQL database compression format, with which you can completely restore the copied database and retrieve the desired data.

45. Backups are made and stored in the server other than the server that hosts the system, so in case of malfunction of the system’s server, we will be able to continue a provision of access to your data.

46. We are not responsible for any data loss if it happens due to force majeure or your fault (e.g., using the wrong equipment, browser, etc.).

47. The system and backups are hosted on data centers and servers of third parties. You agree that your data is hosted on third parties’ data centers and servers. You also agree that we may change data center and server at any time without your approval.

48. Currently your data is stored in “Baltnetos komunikacijos” data center, located at Panerių g. 26, LT-03209 Vilnius, Lithuania.

CONTENT AND DATA LOSS AND RECOVERY

49. If for technical reason, the system can no longer be used or access to the system becomes limited, at your request we will send you a copy of your database backup to your specified server.

50. In case of malfunction, it will usually take 1 hour to restore your data (if a malfunction is associated with the server), or it may be restored within 12 working hours (if a malfunction is associated with the system). These terms may be longer, depending on a malfunction.

51. To prevent loss of your data, we are regularly testing and updating the servers.

52. If the system is malfunctioning due to our fault, recovery of the system and data is made at additional cost to you.

CONTENT AND DATA RETURN

53. Upon your request, we will return your data stored in the system by sending you a copy of the database in “.dump” format.

54. No further actions on the returned database will be taken, which means that data will not be restored from the returned database, it will not be transfered to another system, etc. These actions and further fate of the database will be your concern.

MODIFICATIONS

55. We reserve the right, with or without prior notice, to modify the system or to cease to maintain the functioning of both the whole system or part of it at any time.

56. We are not responsible neither to you nor to other third parties for any loss due to the system’s modifications, cancellation of all or part of the system’s functionality.

57. Given the fact that the system is based on open source software, individual module of the system designed upon your order can be made publicly available in accordance with OpenERP license terms (http://v6.openerp.com/legal).

58. You do not have the right to modify the system or its individual parts. If you are in need of individual modifications tailored to your needs, please contact us and we will discuss the possibilities of such a modification. In all cases, individual modifications will be made for an additional fee.

SUPPLEMENTARY SERVICES

59. We can provide training, consulting, custom programming (to provide additional functionality), data import services. Such services may cost additionally, according to our established rates.

INTELLECTUAL PROPERTY AND CONTENT

60. All your uploaded content must be in compliance with the Republic of Lithuania Law on Legal Protection of Personal Data and other applicable laws.

61. All intellectual property and data uploaded by you belong solely to you.

62. We do not check or take responsibility for the content or data uploaded by you, however, we reserve the right (but not the obligation) to remove or refuse to host your content or data, especially if it conflicts with the law.

63. This wesite may contain information that is our or third parties’ property or copyrighted information.  Unless explicitly stated otherwise, it is presumed that all of the copyrights to this website and the information contained therein, including but not limited to all of its documents, text, images, graphics and code, except for information, which is not the subject of copyright, belong to us.

REMUNERATION OF DAMAGES

64. We are not responsible in any case (except as provided in this contract) for any direct or indirect damages (lost profit) resulting from basis of any contract or tort for the system installation, proper or improper use, inability to use it.

65. You confirm that you have no special purpose for which you plan to use the system, so we do not give any guarantees that the system can be used in any specific purpose.

66. You agree to reimburse us for all direct and indirect losses that we will incur due to your breach of contractual obligations.

CONFIDENTIALITY

67. We undertake not to disclose your information stored in the system unless it becomes publicly available or where such disclosure is required by law. Disclosure of confidential information is not considered to be cases when our employees or other service providers (server hosting company, IT services company) perform system maintenance and troubleshooting activities.

68. You also agree not to disclose confidential information transferred to you by us (including usernames, passwords, software source code).

TERMINATION OF THE CONTRACT

69. You can at any time terminate this contract by notifying us in writing or by e-mail.

70. After the termination of the contract all your content and data will be stored for 30 calendar days and then will be deleted from the system and the servers. After 30 calendar days from the termination of the contract this information cannot be restored, so before the termination of the contract you must take care of your data and save it on your own.

71. Upon termination of the contract any access to the system will be cancelled.

72. In turn, you must destroy any confidential information that was given to you by us (such as username, password, consulting materials, software source code) and cannot not disclose it to third parties in any case.

73. When you terminate the contract before the end of the paid system’s lease month, termination will take effect immediately, and the sum for the remaining period of validity of the lease will be refunded if more than one month’s residue of the service usage will remain unused.

74. We have the right to terminate the contract or limit access to the system on our own initiative at any time for any reason. We will notify you about termination or restriction of access before 30 calendar days.

APPLICABLE LAW AND DISPUTE RESOLUTION

75. Law of the Republic of Lithuania is applicable to this contract and our relationships.  All disputes  that are not resolved through negotiation shall be settled by the competent courts of the Republic of Lithuania according to the place of business of UAB “NOD Baltic”.