KEYVISION TERMS OF USE

Effective as of 03.08.2023

 

1. INTRODUCTION

 

1.1. These Terms of Use govern the Client’s access to and the non-exclusive and temporary use of the Services provided by Softventure S.R.L. (referred herein below as “Softventure”) , a company organized and functioning in accordance with the Romanian law, with its registered office in 89 Constantin Sandu-Aldea street, 1st District, Bucharest, Romania, registered with the Bucharest Trade Registry, under no. J40/9042/2011, sole registration code 28914997, fiscal attribute RO, bank account no. RO51INGB0000999902567583, opened at ING Bank N.V. Amsterdam – Bucharest Branch, phone number: +40 374.048.457, e-mail: office@keyvision.eu./ office@softventure.ro

1.2. These Terms of Use form a legally binding agreement between Softventure and the Client.

1.3. It is important that you carefully read these Terms of Use. By accepting these Terms of Use and using the Services, the Client acknowledges to having read, understood and agreed to be bound by these Terms of Use.

 

2. DEFINITIONS

 

2.1. Administrator – the Client’s representative in relation to Softventure (i) who has the authority to bind the Client under these Terms of Use and (ii) who will be responsible for managing the Subscription to the Services and the use thereof, including, but not limited to, the creation of additional Users’ profiles. The Administrator is the first User of the Services.

2.2. Agreement – the Agreement on the Processing of Personal Data that regulates the processing by Softventure, on behalf of the Client, of the personal data processed by the Client within the use of the Services.

2.3. Confidential Information – any information belonging to either Party, transmitted or accessed, directly or indirectly, at any time during or after the Client’s use of the Services by the Client, including, but not limited to:

(i) information of a technical nature (e.g. technical specifications and data), know-how, research, inventions, trade secret, drawings, diagrams, concepts, documentation, manuals, source codes, object codes;

(ii) information of a business nature such as financial information, business strategies, marketing strategies, costs;

(iii) personal data, Content and Subscription Data,

(iv) any other information belonging to the other Party not generally disclosed to the public, except for public information.

2.4. Content – all data and information uploaded, submitted, stored, received and managed by Users to or through the Services, other than Subscription Data.

2.5. Client – the entity who is granted upon subscription the non – exclusive, non-transferable  and temporary right to access and use the Services under these Terms of Use.

2.6. Force Majeure – an external, unforeseeable, absolutely invincible and unavoidable event that occurs after the entry into force of these Terms of Use, which exceeds the reasonable control of the Parties, as the case may be, and renders impossible the fulfillment of the obligations under these Terms of Use.

2.7. Fortuitous Case – an event that is unforeseeable and unavoidable by the Party that would have been held liable if the event hadn’t occurred.

2.8. Party – either Softventure or the Client.

2.9. Parties – Softventure and the Client.

2.10. Services – access to and use of the software KeyVision and the services as provided by Softventure under these Terms of Use, including the Freemium.

2.11 Subscription – number of Users and Services that can be used in exchange for the Subscription Fee or under Freemium.

2.12. Subscription Fee – the fee owed by the Client for the access and use of the Services for each User.

2.13. Subscription Data – the data belonging to the Client and/or the Users required for the subscription to and use of the Services.

2.14. Subscription Period – each monthly or annual period for which the Users subscribed to use the Services.

2.15. Terms of Use – the terms and conditions governing the Client’s use of the Services, together with the Agreement and our Privacy Policy at https://www.keyvision.eu/privacy-policy/ as may be amended from time to time by Softventure at its sole discretion and notified to the Client.

2.16. User – any person using the Services upon access granted by the Administrator, including the Administrator.

2.17. Freemium – Softventure grants to the Client a non-exclusive, non-transferable and temporary right to access and use the software KeyVision, free of charge (for a Subscription Fee of 0), limited to 1 user, 5 clients and 5 court cases.

 

3. SERVICES

 

3.1. The Client is granted a non-exclusive, non-transferable and temporary right to use the Services, in exchange for the payment of the Subscription Fee or a non-exclusive non-transferable and temporary right to use the software KeyVision as a benefit of the Freemium.

3.2. Help-desk services are available from Monday to Friday, excluding national Romanian holidays as well as other noticed periods, during business hours, via the in-app chat service. Help-desk services are not provided by Softventure for the use of the software KeyVision as a benefit of the Freemium.

3.3. Additional services (e.g. customizations, any software development services, technical support services or training) shall be provided by Softventure upon express request of the Client and shall be subject to separate fees and terms.

3.4. Softventure reserves the right at its own discretion to modify the Services at any time by adding or removing any features and/or add-ons associated with the Services. Any feature and/or add-on reducing or interfering with the use of the Services shall apply after a 30 (thirty) days prior notice, during which the Client shall have the right to modify or terminate the Subscription, by visiting the account Subscription edit page or by notifying Softventure in this regard.

 

4. SUBSCRIPTION TO SERVICES

 

4.1. The use of the Services requires the creation of an account by the Client, which involves providing the following Subscription Data:

• Trial use and Freemium: first and last name, e-mail address and phone number of the Administrator;
• Subscription: name, sole identification code, registered office and payment details of the Client, number of Users and optional add-ins;
• User: name, surname, e-mail address and password.

4.2. The Client has the obligation to keep up to date all Subscription Data.

4.3. Each User shall access the Services by using their e-mail address and password. The Client shall use all reasonable endeavors to ensure that each User uses its own profile, that such profile is used solely by the User to whom it is assigned, including the profile of the Administrator and that all data for access to the User’s profiles are kept confidential.

4.4. The Administrator shall have the authority to choose and modify at any time the Subscription in the name and on behalf of the Client and to manage the profiles of each User. All changes to the Subscription shall apply only for the future, with effects on the Subscription Fee as mentioned in art. 5.10-5.12.below. The Client acknowledges and accepts that any Subscription changes may result in loss of Content and by accepting this document expressly waives all rights to claim damages.

 

5. SUBSCRIPTION FEE AND PAYMENT

 

5.1. At the expiration of the free trial period offered under the Start Free trial button, the Client shall either pay, in exchange for the use of the Services, a monthly or an annual Subscription Fee (exclusive of VAT), by visiting the Subscription page and selecting the payment recurrence, number of users and the add-ons or opt for the Freemium. The VAT shall be subject to the fiscal rules applicable between the Client and Softventure, as the case may be. Access to the Services is suspended at the expiration of the free trial period until the Client chooses one of the two options.  The Client may also opt during the free trial period between use of the Services for a monthly/annual Subscription Fee or the Freemium.

5.2. Softventure reserves the right at any time and at its sole discretion to change the Subscription Fee with a 30 (thirty) days prior notice to the Client, during which the Client shall have the right to modify or terminate the Subscription, by visiting the account Subscription edit page or by notifying Softventure in this regard. The new Subscription Fee shall apply for the following Subscription Period.

5.3. The Client shall pay to Softventure the Subscription Fee in advance for each Subscription Period, either via direct debit (recurring payment), or via electronic payment (online payment or bank transfer), whenever direct debit cannot be used as means of payment. The Subscription Fee is due and may be invoiced on the first day of each Subscription Period.

5.4. All paid Subscription Fees are non-refundable, regardless of the actual use of the Services by the Client, save for otherwise stipulated hereunder.

5.5. In case of direct debit payments, the Client shall provide a valid credit, debit or other payment card for the payment of the Subscription Fee. The Client further authorizes Softventure to use a third party to process payments. The Client shall be charged the Subscription Fee automatically, in advance for each Subscription Period, on the first day of each Subscription Period. The payment system shall try to withdraw the due amount 3 (three) times within a period of 15 (fifteen) days as of the date the invoice is issued by Softventure. Each time the payment is declined, the Client shall receive a notification in this regard.

5.6. In case of electronic payments, the Subscription Fee is considered paid only when the correct due amount is effectively transferred in Softventure’s account, exempt/free of any bank charges, commissions or any other taxes/withholdings.

5.7. The use of the Services shall be suspended automatically if the payment of the Subscription Fee is not settled either via direct debit or via electronic payment within 15 days as of the date the invoice is issued by Softventure.

5.8. If the Client delays payment of the Subscription Fee, Softventure reserves the right to apply penalties of 0.2 % of the due amount for each day of delay as of the due date until payment of the full amount by the Client.

5.9. If the Subscription Fee is not paid within 15 (fifteen) days as of the date the invoice is issued by Softventure, Softventure may terminate de jure the Services and these Terms of Use, by sending a written notification to the Client, without any prior default notice to the Client or any other formality and without the intervention of the competent courts. The Content shall be automatically deleted under the conditions provided for in art. 9.5. hereto.

5.10. There are no charges for canceling a Subscription and Subscriptions canceled prior to the expiry of the Subscription Period will not be charged again in the following Subscription Period. The already paid Subscription Fee is non-refundable in case of Subscription cancellation.

5.11. The Subscription Fee shall be automatically updated to reflect any upgrades (either in number of Users and/or regarding the Services) made by the Administrator to the Client’s subscription, under art. 4.4. hereto. Adding User Subscriptions or Services upgrades will trigger prorated charges in the current billing cycle. Additional fees shall be invoiced and be due immediately.

5.12. Any downgrades of the Subscription (either in number of Users and/or regarding the Services) made prior to the end of the Subscription Period will have effects on the Subscription Fee starting with the following Subscription Period. The already paid Subscription Fee shall not be reduced, recalculated and/or reimbursed.

5.13. The Subscription Fee does not include incidental expenses to the use of the Services such as Internet access, data roaming or other data transmission charges.

 

6. USE OF THE SERVICES

 

6.1. Softventure shall take all reasonable security measures to ensure secure access to and use of the Services and protection of the Content and the Confidential Information of the Client, including, without limitation, a secure method of authentication and firewalls.

6.2. The Client shall use the Services solely for its own benefit and in accordance with these Terms of Use. The Services shall not be used in a manner that is unlawful, offensive, threatening, obscene or similar.

6.3. The Client undertakes full and sole responsibility for the Content and fully understands that Softventure does not review or check in any manner the Content. Softventure is, however, entitled, at its sole discretion and at any moment, to take any action deemed necessary in relation to the Content that is not in line with these Terms of Use, including removal of such Content.

6.4. The Client is responsible for maintaining the security and confidentiality of the Content and all the activities while using the Services. The Client agrees to immediately notify Softventure with regard to any unauthorized use of the Services, access to the profiles or any other security violation thereof.

6.5. The Client shall ensure that copyrights, as well as any other intellectual property rights over the Services, are not infringed, by using the Services or otherwise.

6.6. The Client shall not, permanently or temporarily, reproduce the Services, in whole or in part, by any means or in any form and shall not translate, adapt, arrange or make any alterations to the Services, regardless of whether such reproduction/ translation/ adaptation/ arranging/ alteration is required to enable the Client to use the Services in accordance to its intended purpose or to correct any errors in the operation of the Services.

6.7. The Client shall not and shall not permit others to: (i) make changes, deletions or additions to the Services’ source code, (ii) decompile, reverse engineer or disassemble the inner workings of the Services, (iii) copy distinct elements of the Services, e.g. CSSs or specific functionalities, (iv) remove any proprietary notices, marks, labels, or logos from the Services, (v) rent or transfer all or some parts of the Services to any third party or (vi) utilize any computer software or hardware which is designed to defeat any copy protection device, should the Services be equipped with such a protection device without Softventure’s express and written prior approval.

6.8. The Client shall not attempt to gain unauthorized access to the Services, to other accounts, systems or computer networks connected to any server used by the Services or to any of the services provided by Softventure, by means of fraud, password decryption or any other means.

6.9. The Client shall not use the Services in any way that violates third parties’ rights, including, but not limited to, intentionally or by negligence harm a person or entity, including Softventure.

6.10. The Client shall ensure that the Administrator and the Users (i) use the Services in accordance with these Terms of Use, (ii) observe Softventure’s rights over the Services, as well as (iii) comply with all the obligations incumbent upon the Client, under these Terms of Use.

6.11. If the Client does not fulfill any of the obligations provided under art. 6.2. – 6.10., 11., 12, 13.2. and/or 13.3., Softventure reserves the right to suspend the Services, at any moment and at its sole discretion. The Client shall be able to recover access the Services only if the respective obligations are fulfilled and the Client provides enough warranties that the Services shall be used in accordance with these Terms of Use. If within 5 (five) days from the suspension date, the Client does not fulfill its obligations and/or does not provide to Softventure the necessary warranties, Softventure may permanently terminate the Services and the Terms of Use shall be terminated de jure, by sending a written notification to the Client, without any prior default notice to the Client or any other formality and without the intervention of the competent courts. The Content shall be automatically deleted under the conditions provided for in art. 9.5. hereto.

6.12. Softventure may offer integration of the Services with third party products and services. Access to and use of any third party products or services are subject to separate terms of use provided by such third parties. Softventure shall not, in any case, be liable for any prejudice that the Client may incur from using such third party products and services, including, but not limited to the unavailability or malfunctioning of such third party products or services, the Client being solely responsible for the use of third-party products and services.

 

7. MAINTENANCE

 

7.1. Softventure reserves the right at any time to temporarily suspend the Services, part of the Services or any feature of the Services for the purpose of providing maintenance (e.g. bug fixing, patching, upgrades). Softventure will notify the Client at least 2 (two) days prior to any such suspension that shall last more than 1 working day, save for the situations in which urgent action is required to safeguard the integrity and security of the Services. Softventure shall use all reasonable endeavors to restore the functionality of the Services in a reasonable time.

7.2. Under no circumstances, Softventure shall be liable towards the Client for the temporary suspension of the Services.

 

8. WARRANTIES AND LIMITATION OF LIABILITY

 

8.1. The Client understands and acknowledges that the Services are provided “as is”, without any warranty of any kind, whether express or implied. To the maximum extent permitted by the applicable law, Softventure does not grant any warranties, express or implied, statutory or otherwise, including but not limited to, warranties of merchantability or fitness for a particular purpose or warranties that the Services will not infringe third-party patents, utility models, copyrights, trademarks or other rights. Softventure does not warrant that the Services fulfill Client’s requirements or that the Client’s use of the Services will be uninterrupted, error-free, or that the Services are protected from any losses, tampering with, cyber – attacks or other security intrusions.

8.2. Softventure’s aggregate liability towards the Client for any claims, losses or damages whatsoever in relation to the use of the Services shall not exceed, under any circumstances, 50% of the amount paid by the Client for the use of the Services during the last 3 months prior to the occurrence of the damage.

8.3. In no event shall Softventure or its employees be liable for any direct, indirect, incidental, punitive, special consequential or any other damages resulting from

(i) the use or inability to use the Services,

(ii) changes or alterations of the Services,

(iii) temporary or permanent interruptions of the Services,

(iv) unauthorized access to Subscription Data and Content

regardless of how these were caused and whether arising under contract, tort, negligence, or any other area of law, even if Softventure has been advised of the possibility of such damages. However, in no event, shall the aggregate liability of Softventure towards the Client exceed 50% of the amount paid by the Client for the use of the Services during the last 3 months prior to the occurrence of the damage.

8.4. The limitation of liability under this clause does not apply if the damages were caused to the Client by Softventure with intent or gross negligence.

8.5. The Client shall be liable for any damage caused to Softventure by any breach of these Terms of Use and for any actions and/or omissions of the Administrator and/or the Users which are contrary to these Terms of Use, as well as for any other violation or non-compliance with these Terms of Use. The Client shall indemnify and hold Softventure harmless from and against any legal proceedings, claims, liability, loss, penalty arising from or in relation to such breach, actions and/or omissions, violation or non-compliance. This covenant to hold harmless covers, in particular, all costs incurred by Softventure for the defense of such claims and/or for the proper correction of the claimed damages, losses, penalties.

 

9. TERM AND TERMINATION

 

9.1. The Terms of Use shall enter into force upon registration of the Administrator and ticking of the “I agree with these Terms of Use and the Agreement on the Processing of Personal Data” checkbox and shall be valid until the termination of the Services, except for the obligations of the Client (e.g. Confidentiality) that continue to generate effects after the termination of the Services.

9.2. The Client can opt for termination of the Services at any time, by visiting the account Subscription edit page or by notifying Softventure in this regard. Termination of the Services by the Client shall be effective upon the expiration of the Subscription Period. The Client shall have the right to use the Services until the expiration of the Subscription Period. For Freemium Clients, termination of the Services shall be effective immediately. The Client should save the Subscription Data and the Content prior to the termination of the Services. The Client is solely responsible for saving the Subscription Data and the Content prior to the initiative of termination of the Services and shall exonerate Softventure of any liability. Softventure may assist the Client in saving and recovering the Content, in accordance with art. 3.3. hereto.

9.3. Softventure may unilaterally terminate the Services (Freemium included) and these Terms of Use at any time, without any cause, by giving the Client a 30 (thirty) days written prior notice (unilateral denunciation under Romanian civil law). In such a case, the Client is entitled only to the reimbursement of the Subscription Fee paid in advance for the period from the date the termination is effective until the expiry of the Subscription Period and to no other compensation/damages/prejudices/sums of any nature, directly or indirectly linked to such termination.

9.4. Without prejudice to art. 6.11 hereto, Softventure may unilaterally terminate the Services and these Terms of Use by giving written notice to the Client, without any other formalities and without intervention of the court, if the Client does not fully fulfill any of its obligations undertaken hereunder and fails to remedy such non-fulfillment within a period of 30 (thirty) days after being notified in writing to do so (unilateral rescission under Romanian civil law).

9.5. Upon termination of the Services and these Terms of Use on any grounds, Softventure shall keep the Content for a period of 90 (ninety) days as of termination before permanently deleting it. The Client can retrieve such data within this period upon request, in accordance with art. 3.3. hereto. If the Client does not claim the Content within the above deadline, Softventure will permanently delete such data and all copies thereof. Softventure shall not be held liable, under any circumstances, towards the Client in relation to the permanent deletion of the Content pursuant to these Terms of Use.

 

10. FORCE MAJEURE

 

10.1. Neither Party shall be held liable for any delay, failure or default in fulfilling any of the obligations undertaken hereunder if such delay, failure or default is the direct result of the intervention of Force Majeure. The other Party shall not be entitled to any compensation.

10.2. Should any of the Parties be prevented, impeded or delayed in fulfilling any of the obligations undertaken hereunder by Force Majeure, than that Party shall notify the other Party in writing within 5 (five) working days as of the date the Party acknowledged the event, with regard to the Force Majeure event and the relevant circumstances.

10.3. The Party notifying the Force Majeure shall not be held liable for the non-fulfillment, late or improper fulfillment of its obligations undertaken hereunder, during the Force Majeure.

10.4. The ceasing of the Force Majeure shall also be notified, in writing, to the other Party within 5 (five) working days as of the ceasing date.

10.5. Should the Force Majeure last longer than 30 (thirty) days, either Party may notify to the other Party the de jure termination of these Terms of Use, without the right for the other Party to claim any damages and without affecting the payment obligations of the Client due before the Force Majeure case occurred.

10.6. The Parties expressly agree that Softventure shall not be held liable in case of any Fortuitous Case that impedes, hardens or delays, in whole or in part, the fulfillment of the obligations undertaken hereunder. The provisions of this clause regarding Force Majeure shall apply accordingly should a Fortuitous Case occur.

 

11. CONFIDENTIALITY

 

11.1. During the use of the Services and for an unlimited period of time after termination of the Services and these Terms of Use, the Parties shall treat all Confidential Information as confidential and shall not disclose to any third party, nor make use of this Confidential Information in any other way than in accordance with these Terms of Use and for the use of the Services by the Client or for the provision of the Services by Softventure.

11.2. Either Party shall be exempted from liability for disclosing information relating to these Terms of Use if the respective Party can document that:

a) the information was known to the respective Party before receiving it from the other Party; or

b) the information was disclosed after obtaining the written consent of the other Party for such disclosure; or

c) the respective Party had to disclose the information in compliance with and in observance of express procedures set forth by the legislation in force; or

d) the information has become public, independent of the action or inaction of the respective Party.

11.3. By entering into these Terms of Use, the Client expressly acknowledges and allows Softventure to use its name for references sent to other clients or published on its website.

 

12. DATA PROTECTION

 

12.1. The Parties agree to comply with the obligations set forth in Appendix 1 – Agreement on the Processing of Personal Data.

 

13. INTELLECTUAL PROPERTY

 

13.1. The Client shall not, at any time, be granted any ownership or copyrights over the Services or related materials, including, but not limited to, the source code, the object code, documentation/manuals for the use of the Services, registered and/ or unregistered trademarks, as well as any other work of intellectual creation within the meaning of Law no. 8/1996 on copyright and related rights, included in the Services, and is fully responsible for any infringement of any moral and/or patrimonial rights over the Services.

13.2. The Client shall not use the Services in any manner that may infringe intellectual property rights.

13.3. The Client is granted the non-exclusive and temporary right to use the Services. This right cannot be subsequently transferred by the Client without Softventure’s prior written approval. The Client is not allowed, without the prior written approval of Softventure:

a) to permanently or temporarily reproduce the Services, in whole or in part, by any means or in any form whatsoever, including when the reproduction is determined by the installation, storage, running or execution, display or transmission within the network;

b) to translate, adapt, arrange and/or bring any other transformations to the Services nor to reproduce the outcome of these operations.

 

14. APPLICABLE LAW AND DISPUTE RESOLUTION

 

14.1. These Terms of Use shall be governed by and construed in accordance with the laws of Romania.

14.2. Any dispute in connection with or deriving from these Terms of Use and the use of the Services shall be settled amicably between the Parties. If the parties shall not reach an amicable solution, the dispute shall be referred to the competent courts located at Softventure’s headquarters. Any claim the Client might have against Softventure arising out of or in relation to these Terms of Use or the Services must be filed within 6 months, otherwise, such claim being permanently barred.

 

15. FINAL PROVISIONS

 

15.1. The Administrator warrants and represents that (i) it has the power to represent the Client in relation to Softventure and to act in the name and on behalf of the Client during registration and acceptance of these Terms of Use, (ii) the Client has the legal capacity to enter into these Terms of Use and (iii) all Subscription Data is correct and complete.

15.2. If at any time, any provision of these Terms of Use is or becomes illegal, invalid or non-applicable in any way, the legality, validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The illegal, invalid or unenforceable provision shall be replaced by a legal, valid and enforceable provision which, as closely as possible, reflects the economic purpose pursued under the illegal, invalid or unenforceable provision.

15.3. Softventure has the right to assign, in whole or in part, these Terms of Use, or otherwise, to substitute a third party under its rights and obligations, through a merger, division, asset transfer, business transfer, reorganisation, sale, subcontracting or otherwise, without the consent of the Client.

15.4. If a notification is made by post, it shall be sent with receipt confirmation and shall be considered received by the receiving Party at the date mentioned by the postal office on the receipt. If a notification is sent by e-mail or fax, it shall be considered received on the first working day subsequent to the day of transmission. Notifications under these Terms of Use shall be valid also if transmitted through the Services.

15.5. By accepting these Terms of Use, the Client irrevocably agrees and accepts all provisions of these Terms of Use and in particular the following clauses: 3.4., 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of the Terms of Use and 3.4, 5, 6 and 8 of the Agreement.

15.6. These Terms of Use constitute the entire agreement between Softventure and the Client with respect to the use of the Services, superseding any prior version of these Terms of Use and any written or verbal agreement between Softventure and the Client in relation to the subject matter of these Terms of Use and the use of the Services.

15.7. These Terms of Use are available at https://www.keyvision.eu/keyvision-terms-of-use/. Softventure reserves the right to modify at any time and at its sole discretion these Terms of Use by notifying the Client with a 30 (thirty) days prior notice after which the new version of the Terms of Use shall enter into force. The Client has the right to modify or terminate its subscription during such period. By continuing to use the Services after such notification, the Client irrevocably agrees and accepts the Terms of Use, as unilaterally amended by Softventure.

 

Appendix 1

Agreement on the Processing of Personal Data

1. Introduction

 

1.1. This Agreement regulates the processing by Softventure on behalf of the Client of personal data processed within the use of the Services subject to the Terms of Use.

1.2. As regards such personal data, Softventure acts as the Processor and the Client as Controller.

1.3. This Agreement forms part of the Terms of Use. The provisions hereof are supplemented with the provisions of the Terms of Use.

1.4. This annex does not apply to personal data processed by Softventure as Controller in the performance of the Services (e.g. the contact details of the legal representative(s) of the Client and/or of the Administrator – name and surname, function, phone number, e-mail address). These data are processed for the purpose of the legitimate interests pursued by Softventure in the performance of the Services, including, but not limited to, invoicing the Services, communications/notifications, debt recovery, resolving requests and complaints. With regard to these data, the Client has the obligation to ensure the legal rights of the data subject, including informing the data subjects regarding the processing of their personal data by Softventure, by providing at least the minimum legal information, considering that such data is not directly obtained by Softventure, but provided by the Client. Each Party will draw up and be responsible for the content of its own information note regarding the processing of personal data that it carries out in relation to the legal representatives/contact persons of the other Party and/or other persons representing that Party. Each Party agrees to communicate to each concerned person acting on its behalf, for the entire duration of the Terms of Use, the information note prepared by the other Party that was made available to it, as well as any modification and/or update thereof (communicated in writing, including in an electronic form by the Party that prepared the information note). The information note prepared by Softventure is available at https://www.keyvision.ro/privacy-policy/. The Client undertakes, at the same time, to promptly notify Softventure whenever the concerned person no longer has the capacity of legal representative/contact person of the Client, as well as if the personal data of that person should no longer be processed for the purposes mentioned in under this clause.

 

2. Legislation

 

2.1. This Agreement is governed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as the “Regulation”), as well as by any legislation issued by the competent data protection authorities in its implementation.

2.2. This Agreement is available at https://www.keyvision.eu/keyvision-terms-of-use/. Softventure reserves the right to unilaterally modify this Agreement by notifying the Client with a 30 (thirty) days prior notice after which the new version of the Agreement shall enter into force. The Client has the right to modify or terminate its Subscription during such period, by visiting the account Subscription edit page or by notifying Softventure in this regard. By continuing to use the Services, the Client irrevocably agrees and accepts the Agreement, as unilaterally amended by Softventure.

2.3. The notions „personal data”, „data subject”, „processing”, „controller”, „processor” and „supervising authority”, as used herein, and any other notions which are not expressly defined herein shall have the meaning provided in the Regulation.

 

3. Processing of Personal Data

 

3.1. Personal data means any information relating to an identified or identifiable person which is processed by the Client while using the Services in its capacity as Controller (hereinafter referred to as “Personal Data”).

3.2. Softventure processes the following types of Personal Data:

• contact data of the Users: name and surname, e-mail address, phone number (e.g. Subscription Data);
• any Content that includes Personal Data processed by the Client while using the Services.

3.3. Softventure processes Personal Data concerning the following categories of data subjects:

• Users;
• Current and potential clients, business contacts, collaborators, employees, consultants and representatives of the Client;
• Any other third parties whose data are processed by the Client/Users while using the Services.

3.4. Softventure shall perform the following processing operations of the Personal Data only on documented instructions from the Client, unless required to do so by European Union or national law: collection, recording, organization, structuring, storage, retrieval, erasure, as well as any other operation reasonably necessary for the provision of the Services subject to the Terms of Use (hereinafter referred to as “Processing Operations”). The Parties agree that this Agreement and the Terms of Use are the Client’s complete and final instructions regarding the processing of Personal Data.

3.5. The Processing Operations shall be performed by Softventure throughout the provision of the Services subject to the Terms of Use and shall cease upon termination of the Services and expiration of the period provided for in art. 9.5. of the Terms of Use, except where the legislation of the European Union or the national legislation stipulates otherwise.

 

4. Obligations of Softventure

 

4.1. Softventure undertakes the following obligations in its capacity as Processor in relation to the Processing Operations:

a) to ensure that the persons within Softventure authorized to perform the Processing Operations have committed themselves to the confidentiality of these data;

b) to take appropriate technical and organizational measures to ensure an appropriate level of security in performing the Processing Operations; Softventure shall take steps to ensure that any natural person acting under its authority and who has access to Personal Data does not process them except upon Client’s request, unless he or she is required to do so by European Union or national law;

c) to meet the conditions provided under art. 6 hereunder;

d) taking into account the nature of the processing, to assist the Client by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Client’s obligation in its capacity as Controller to respond to requests for exercising the data subject’s rights laid down in the Regulation (e.g. right to information and right of access to the data, right to rectification, right to erasure, right to restriction of processing, right to data portability, right to object, right not to be subject to a decision based solely on automated processing, including profiling, right to submit a complaint in front of the competent supervisory authority);

e) to assist the Client in ensuring compliance with its obligations as Controller, taking into account the Processing Operations and information available to Softventure and only when such obligations are linked to the provision of the Services;

f) at the choice of the Client and under the conditions stipulated in art. 9.5. of the Terms of Use to delete or return upon termination of the Services all the Personal Data and to delete existing copies unless European Union or national law requires storage of the Personal Data;

g) to make available to the Client all the information necessary to demonstrate compliance with the obligations laid down under art. 4.1. of this Agreement;

h) to allow for audits regarding the Processing Operations, including inspections, conducted by the Client or another auditor mandated by the Client, insofar as such verifications are strictly necessary for the fulfillment of legal obligations and there are reasonable grounds to believe that Softventure does not meet its legal obligations regarding the Processing Operations, under the conditions agreed in relation to each audit between Softventure and the Client; audits and inspections, shall not, under any circumstances: (i) be performed more than once a year, unless requested by the competent supervisory authority; (ii) be performed outside the normal business hours of Softventure; (iii) interfere with Softventure’s course of business;

i) to inform the Client without undue delay after having become aware of a Personal Data Breach.

4.2. If Softventure receives a request from a data subject regarding his or her rights under the Regulation, Softventure will guide such person to address the request directly to the Client.

4.3. The services provided by Softventure in fulfilling its obligations under art. 4.1 letters d), e), f) and h) hereto shall be provided in accordance with art. 3.3 of the Terms of Use.

 

5. Obligations of the Client

 

5.1. The Client undertakes the following obligations in relation to the Personal Data and/or the Processing Operations:

a) to ensure that Personal Data is strictly necessary for the use of the Services and that such data is correct, complete, precise and does not violate the rights of third parties (including data subjects), being solely responsible for the transmission of such data, as well as for the lawfulness and accuracy of the processing;

b) to meet all its obligations as Controller under the Regulation, including, without limitation, the obligations necessary for the processing of Personal Data by Softventure under this Agreement and the Terms of Use (e.g. ensure the conditions for the lawfulness of the processing, including the processing of special categories of personal data relating to criminal convictions and offences – e.g. obtaining the data subject’s consent, where required under the Regulation, verify fulfilment of the conditions governing the processing necessary for the performance of a contract, notification of the supervisory authority in case of a data security breach, as well as of the data subject);

c) to send to Softventure clear, complete and precise instructions regarding Processing Operations, for other processing operations;

d) to grant to Softventure a reasonable time for the fulfillment of its obligations under art. 4.1. letters d), e), f), g) and h) hereto, considering the complexity and nature of the activities that Softventure must undertake to such purpose so that it does not affect Softventure’s course of business;

e) to notify Softventure any information which can affect the fulfillment of its obligations as Processor hereunder;

f) to notify Softventure without undue delay after having become aware of any or possible Personal Data breach that Softventure may control.

 

6. Third Parties

 

6.1. The Client hereby generally authorizes Softventure to engage another processor to perform the Processing Operations, without the need of any further approval in this regard. The following third parties are considered approved by the Client by using the Services and accepting this Agreement:

Third Parties	Processing Operations
DIGITAL OCEAN Inc.	Hosting
AMAZON	Hosting
ZOHO CORPORATION	Subscription and Billing Management
SOFTHOST S.R.L.	Hosting
GOOGLE LLC	E-mail services
SENDGRID	E-mail services
PUSHER LTD.	Notification services
INTERCOM INC.	Help desk services

6.2. Softventure shall inform the Client of the identity of any other third party performing Processing Operations and shall ensure that such person shall undertake towards Softventure the same obligations Softventure has undertaken hereunder towards the Client.

6.3. If the Client objects to any such third party, the Client has the right to modify or terminate the Services, by visiting the account Subscription edit page and in compliance with art. 3.4. of the Terms of Use or by notifying Softventure in this regard. By continuing to use the Services, the third party shall be considered accepted by the Client.

6.4. Third party’s separate privacy policies are available on each respective website.

 

7. Duration

 

7.1. This Agreement shall enter into force upon registration of the Administrator for the use of the Services and ticking the “I agree with these Terms of Use and the Agreement on the Processing of Personal Data” checkbox and shall be valid until termination of the Services and expiration of the period provided for in art. 9.5. of the Terms of Use.

 

8. Liability

 

8.1. No provision herein shall be understood or construed as an exemption of the Client’s obligations, acting as Controller, under the Regulation or any other applicable legal provisions, nor as a limitation of the Client’s liability, regarding the processing of Personal Data.

8.2. The liability of Softventure hereunder, as well as under the applicable legislation, shall not exceed, under any circumstances, 50% of the amount paid by the Client for the use of the Services during the last 3 (three) months prior to the occurrence of the damage. Any claim the Client might have against Softventure arising out of or in relation to this Agreement must be filed within 6 (six) months, otherwise, such claim being permanently barred.