- Buildbite service is a software solution/application for the construction industry.
- Service is offered and operated by Buildbite AB, a Swedish limited liability company with a Business ID 559246-5412.
- “Account” shall mean an account that User must create when User registers to Service.
- “Affiliates” shall mean Service Provider and its respective directors, officers, shareholders, agents, investors, subsidiaries, attorneys, representatives, partners, licensors, insurers, employees, successors, and assigns.
- ”App” shall mean the mobile application of the Service.
- “Assistants” shall mean contractors, subcontractors, agents, assistants, or other personnel engaged by Contractor for Construction Services.
- “Billing Account” shall mean User’s Account on Services that is subject to payments under Section 9 below.
- “Confidential Information” shall be defined in Section 18.2 below.
- “Construction Agreement” shall mean the agreement for Construction Service between Users.
- “Construction Services” shall mean contractor, remodelling or other home construction services from Contractors.
- “Feedback” shall mean User’s comments, ideas, or feedback about Service, including without limitation about how to improve Service Provider’s services or products.
- “Indemnified Parties” shall mean Service Provider and Affiliates, and their attorneys, insurers, independent contractors, providers, successors, and assigns.
- “Identity Check” shall mean a vetting process before User can register for and during User’s use of the Service, including but not limited to a verification of identity through third-party services as appropriate and determined by Service Provider.
- “Homeowner” shall mean individual homeowners and/or individuals, such as renters or agents, with authorization from Homeowner seeking to obtain Construction Services from Contractors and are therefore clients of Contractors.
- “Liabilities” shall mean claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected, and unsuspected, disclosed, and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys’ fees and costs.
- “Notices” shall mean agreements, notices, disclosures, and other communications by Service Provider.
- “Payment Method” shall mean the payment method and providing the payment that User authorizes Service Provider, through the Payment Processor, to charge User for the use of Services.
- “Payment Processor” shall mean a third-party payment processor that Service Provider uses to bill User through User’s Billing Account.
- “Proprietary Material” shall mean text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content
- “PSP” shall mean third party payment processing system specified or approved by Service Provider to make or receive payment for the Construction Services.
- “Service” shall mean is a web and mobile based project management and communications platform which enables connections between Homeowners and Contractors, as further described in Section 1.2 above.
- “Service Provider” shall be defined in Section 1.3 above.
- “SNS Content” shall mean content that User has provided to and stored in User’s Third-Party Account.
- “Third Party Account” shall mean online accounts User may have with third party service providers (such as Facebook and Stripe).
- “User” shall mean Contractor and/or Homeowner using the Service.
- “User Generated Content” shall mean any content, information, and materials that may be textual, audio, or visual that you as User provide, submit, upload, publish, or make otherwise available to Service and its other users, including without limitation to applicable Construction Agreement.
- ACCEPTANCE OF THIS TOU
- Using Service is subject to User’s prior acceptance of this TOU.
- Use of Service constitutes User’s acceptance of and consent to all of the terms and conditions in Agreement and any future amendments and additions to Agreement as Service Provider may publish from time to time.
- IF USER DOES NOT AGREE TO BE BOUND BY AGREEMENT, USER MAY NOT USE OR ACCESS SERVICE.
- User must use Service in compliance with all applicable laws, regulations, and other mandatory rules. All instructions given by Service Provider must be duly followed. In addition, User is advised to report to Service Provider, in case User notices another user of Service using Service against this TOU or Service Provider’s instructions. Such report can be submitted under email@example.com.
- highlighted terms of this tou
- Service Provider wishes to highlight these essential terms of TOU applicable to Service.
- User’s acknowledgment and agreement that Service is provided “as is” and without warranty (Section 19).
- User’s acknowledgement and agreement that Service Provider has no liability regarding Service or the performance of Construction Services (Section 19).
- User’s acknowledgment and agreement that Homeowners, and not Service Provider, scope, supervise, direct, control, and monitor a Contractor’s work and the Construction Services (Section 5).
- User’s acknowledgement and agreement that Homeowners are solely responsible for determining if the Contractor they hire is qualified to perform the task at hand.
- User’s acknowledgement and agreement that Contractors are independent contractors of Homeowners and not employees, independent contractors, or service providers of Service Provider (Sections 5 and 15)
- User’s consent to release Service Provider from liability based on claims between Users (Section 8), in respect of Contractor claims (Section 15) and generally (Section 19).
- User’s agreement to indemnify Service Provider from claims due to your use or inability to use Service or content submitted from User’s account to Service (Section 20).
- service Connects Contractors and Homeowners
- If you as User agree on the terms of a Construction Service with another User, you and such other User form a Construction Agreement (as defined below) directly between the two of you as set forth in more detail in Section 8 below.
- CONTRACTORS ARE INDEPENDENT CONTRACTORS OF HOMEOWNERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF SERVICE PROVIDER. SERVICE PROVIDER DOES NOT PERFORM CONSTRUCTION SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. USER HEREBY ACKNOWLEDGES THAT SERVICE PROVIDER DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A CONTRACTOR’S WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE CONSTRUCTION SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
- Service Provider is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Construction Services, Contractors, workers, Homeowners, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings provided by Users with respect to each other. Service Provider makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Construction Services requested or Construction Services provided by, or the communications of or between, Users identified through Service, whether in public, private, or offline interactions or otherwise howsoever.
- User Vetting and User Representations and Warranties
- Contractors alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Construction Services. Indeed, certain types of Construction Services and services may be prohibited altogether, and it is the responsibility of Contractors to avoid such prohibited Construction Services and services. Penalties may include fines or other enforcement. If you have questions about how local laws apply to a Construction Service, you can and should first seek separate legal guidance.
- Because Service Provider does not oversee, monitor, or supervise the posting, scoping or performance of Construction Services, Homeowners must determine for themselves whether a Contractor is qualified to perform the specific Construction Service at hand. Homeowners may wish to consult their state/provincial/territorial or local requirements to determine whether certain Construction Services are required to be performed by a licensed professional.
- In Service Provider’s sole discretion, Users may be subject to Identity Checks. Although Service Provider may perform Identity Checks, Service Provider is not required to do so and cannot confirm that each User is who they claim to be. Service Provider cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Service. Service Provider has discretion to include or exclude potential Users based of vetting process results.
- User Representations and Warranties
- User represents and warrants that: (i) he/she is 18 years of age or older or are at least of the legally required age in the jurisdiction in which he/she reside, and is otherwise capable of entering into binding contracts, and (ii) has the right, authority and capacity to enter into the Agreement and to abide by the terms and conditions of the Agreement, and that User will so abide. Where User enters into the Agreement on behalf of a company or other organization, User represents and warrants that he/she has authority to act on behalf of that entity and to bind that entity to the Agreement.
- User hereby warrants and represents that, other than as fully and promptly disclosed to Service Provider as set forth below, User does not have any motivation, status, or interest which Service Provider may reasonably wish to know about in connection with Service, including without limitation, if User is using or will or intend to use Service for any journalistic, investigative, or unlawful purpose. User hereby warrants and represents that he/she will promptly disclose to Service Provider in writing any such motivation, status or interest, whether existing prior to registration or as arises during the use of Service.
- By registering or using Service to offer, post, or provide Construction Services, as a Contractor, User represents and warrants that User, and its employees and Assistants (as defined below) who may perform work for User, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which User may be subject in the jurisdiction(s) in which User offers your Construction Services and in relation to the specific job that User is performing. Contractors additionally represent and warrant to provide timely, high-quality services to Homeowners, to only offer and provide services for which Contractor has the necessary skills, expertise and, if applicable, license, and will provide Construction Services safely and in accordance with all applicable laws, and that Contractor has the legal right to work in the country in which Contractor is performing Construction Services.
- Homeowners additionally represent and warrant that they either own the property for which Construction Services are being done or are an authorized person (such as a renter or agent) by the homeowner to engage Contractors for the Construction Services.
- Contract between Homeowners and Contractors
- User acknowledges and agrees that a legally binding Construction Agreement is formed when User agrees on the terms of Construction Service with another User. Homeowner and Contractor are responsible for abiding by contract formation laws and requirements and have complete discretion both regarding whether to enter into a written Construction Agreement with each other and with regard to the terms of any Construction Agreement, provided that any such agreements do not conflict with, narrow, or expand Service Provider’s rights and obligations under the Agreement and provided that such agreements abide by required law. To the extent the Contractor chooses to use the Service for project management and payment, the terms of the Construction Agreement shall be deemed to include the terms set forth in this Section 7.
- Construction Agreement is a contractual relationship directly between the Homeowner and Contractor and User agrees that Service Provider is not a party to any Construction Agreement and the formation of Construction Agreement will not, under any circumstance, create an employment or other service relationship between Service Provider and Contractor (or Assistants (as defined below), nor will it create an employment relationship between the Homeowner and the Contractor (or Assistants). Service Provider’s role is restricted solely limited to provide a place where Homeowner and Contractor may track the progress of Construction Services and to facilitate payment between the parties using the PSP. In acting as the limited payment facilitation agent for particular Construction Services, Service Provider disclaims any other agency or authority to act on behalf of Contractor or Homeowner and assumes no liability or responsibility for any acts or omissions of Contractor or Homeowner, either within or outside of Service.
- Where approved in advance by Homeowner, Contractor is not obligated to personally perform Construction Services and may delegate any Construction Services to Assistants. Contractor assumes full and sole responsibility for the acts and omissions of such Assistants, including without limitation the payment of all compensation, benefits, and expenses of Assistants, if any, and for all required and applicable income tax withholdings as to Contractor and all persons engaged by Contractor in the performance of Construction Services.
- While using Service, Homeowners, in their sole discretion, determine whether they will be present or not when Construction Service is performed and/or completed. Homeowners who elect not to be present when Construction Service is performed and/or completed agree that if someone other than them (i.e. spouse, roommate, friend, etcetera) is present when Construction Service is performed, they are appointing that person as their agent and Contractor may take and follow direction from such agent as if such direction was given from the Homeowner him or herself.
- Homeowner shall pay their Contractor directly for Construction Services through PSP as indicated on Service at the rates agreed to by the parties in Construction Agreement. Each User agrees to comply with Construction Agreement and this Agreement during the engagement, performance, and completion of Construction Service. Both Users agree to notify Service Provider of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally for at least thirty (30) days before initiating any proceeding. Service Provider reserves the right to suspend or terminate any account pending the resolution of any dispute.
- Billing and Payment
Billing for Service Payment models for the use of Service are described in buildbite.com/pricing. User may choose to use Service either as basic, professional or enterprise license, and the billing for such licensing models are described in the link above. User may also choose to add platform extension subject to billing described in the link.
Upon starting User’s first project, User receives a 30-day free trial. Once the free trial ends, User will be charged a fixed fee for the upcoming next twelve (12) months’ use of Service. Thereafter the Service will be charged on monthly basis and Service Provider will issue an invoice each month. User’s payments are due within ten (10) calendar days of receipt of such invoice. If User fails to pay within ten (10) calendar days, Service Provider reserves the right to disable features or cancel User’s account. Please note that any payment terms presented to User in the process of using or signing up for Service are deemed part of this TOU.
Billing for Service Service Provider uses Payment Processor for User’s use of Services through Billing Account. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these TOU. Service Provider is not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Services, User agrees to pay to Service Provider, through the Payment Processor, all charges at the prices then in effect for any use of such Services in accordance with the applicable payment terms, and User authorizes Payment Method. User agrees to make payment using that selected Payment Method. Service Provider reserves the right to correct any errors or mistakes that Payment Processor makes even if it has already requested or received payment.
Recurring Billing Services include a recurring payment plan. By signing up for Services, User acknowledges that after 30-day free trial Services have recurring payment feature and User accepts responsibility for all recurring charges prior to cancellation. AFTER CHARGING A FIXED FEE FOR TWELVE (12) MONTHS PERIOD, SERVICE PROVIDER MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM USER, UNTIL USER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY SERVICE PROVIDER) THAT USER HAS TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE USER’S PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SERVICE PROVIDER REASONABLY COULD ACT. TO TERMINATE USER’S AUTHORIZATION OR CHANGE USER’S PAYMENT METHOD, CONTACT SUPPORT@BUILDBITE.COM.
Current Information Required USER MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR USER’S BILLING ACCOUNT. USER MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP USER’S BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND USER MUST PROMPTLY NOTIFY SERVICE PROVIDER OR PAYMENT PROCESSOR IF USER’S PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF USER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF USER’S NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING SUPPORT@BUILDBITE.COM. IF USER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, USER AGREES THAT SERVICE PROVIDER MAY CONTINUE CHARGING USER FOR ANY USE OF SERVICES UNDER USER’S BILLING ACCOUNT UNLESS USER HAS TERMINATED SERVICES AS SET FORTH ABOVE
Change in Amount Authorized If the amount to be charged to User’s Billing Account varies from the amount User preauthorized (other than due to the imposition or change in the amount of state sales taxes), User has the right to receive, and Service Provider shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement User has with User’s payment provider will govern User’s use of Payment Method. User agrees that Service Provider may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Services To change or resign your Services at any time after the end of twelve (12) months fixed time period, e-mail firstname.lastname@example.org. If User terminates Service, User may use subscription until the end of User’s then-current term. However, User will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF USER DOES NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, USER MUST CANCEL THE SERVICE BY CONTACTING SUPPORT@BUILDBITE.COM. SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE TWELVE (12) MONTHS FIXED TIME PERIOD. EXCEPT AS EXPRESSLY PROVIDED IN THIS TOU, SERVICE PROVIDER WILL NOT REFUND ANY FEES THAT USER HAVE ALREADY PAID.
Auto-Renewal for Services User’s non-termination or continued use of Service reaffirms that Service Provider is authorized to charge User’s Payment Method for Service. Service Provider may submit those charges for payment and User will be responsible for such charges. This does not waive Service Provider’s right to seek payment directly from User. User’s charges may be payable in advance, in arrears, per usage, or as otherwise described when User initially selected to use Service.
Payments Between Users Users of the Service contract for Construction Services directly with other Users. Payment for Construction Services is made directly from the Homeowner to the Contractor via PSP, and not by or through Service Provider. Homeowners will be solely responsible for paying for each Construction Service and Service Provider is not obligated to pay Contractor for Homeowner’s failure to pay.
Users may be required to register with the PSP and agree to terms of service agreement of the PSP. Please note that Service Provider is not a party to such agreement and has no obligation or liability to any User under such agreement.
Users of the Service will be liable for any taxes required to be paid on the Construction Services provided under the Construction Agreement.
- Mobile App Updates and Upgrades
- By installing App, User consents to the installation of the App and any updates or upgrades that are released through the Service
- Termination and Suspension
- Service Provider may terminate or limit User’s right to use Service in the event that Service Provider of investigating or believe that User has breached any provision of the Agreement, by providing User with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice. If Service Provider terminates or limits User’s right to use Service pursuant to this Section 10, User is prohibited from registering and creating a new account under User’s name, a fake or borrowed name, or the name of any third party, even if User may be acting on behalf of the third party.
- Even after User’s right to use Service is terminated or limited, this TOU will remain enforceable against User. Service Provider reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 21 of this TOU.
- Service Provider reserves the right to modify or discontinue, temporarily or permanently, all or any portion of Service at its sole discretion. Service Provider is not liable to User for any modification or discontinuance of all or any portion of Service. Service Provider has the right to restrict anyone from completing registration as a Contractor if Service Provider believes such person may threaten the safety and integrity of Service, or if, in Service Provider’s discretion, such restriction is necessary to address any other reasonable business concern.
- User may terminate Agreement at any time by ceasing all use of Service. All parts of the Agreement which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of the Agreement.
- Account, Password, Security, and Mobile Phone Use
- User is the sole authorized user of User’s Account. User is responsible for maintaining the confidentiality of any log-in, password, and account number provided by User or given to User by Service Provider for accessing Service. User is solely and fully responsible for all activities that occur under User’s password or Account, even if not authorized by User. If User is accessing and using Service on someone else’s behalf, User represents that User has the authority to bind that person as the principal to all terms provided herein in this TOU. Service Provider has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should User suspect that any unauthorized party may be using User’s password or account, or User suspects any other breach of security, User agrees to contact Service Provider immediately.
- By providing User’s mobile phone number and using Service, User hereby affirmatively consent to Service Provider’s use of User’s mobile phone number for calls and recurring texts, (including with an autodial and/or pre-recorded voice) in order to (a) perform and improve upon Service, (b) facilitate the carrying out of Construction Services, (c) provide User with information and reminders regarding User’s registration, upcoming Construction Services or milestones, changes and updates, service outages or alterations, and (d) share with other Users in private when both Contractor and Homeowner have accepted one another’s Construction Services. These calls and texts may include, among other things, reminders about upcoming Construction Services and/or in follow up to any push notifications delivered through our mobile application and Service. Service Provider will not assess any charges for calls or texts, but standard message, data or other charges from User’s wireless carrier may apply. User may opt-out of receiving texts messages from Service Provider by modifying User’s account settings on buildbite.com or Apps, or by emailing email@example.com and specifying you want to opt-out of texts. User may opt-out of receiving calls from Service Provider by stating that you no longer wish to receive calls during any call with us, or by emailing firstname.lastname@example.org and specifying you want to opt-out of calls. User understands that Service Provider may send a text confirming any opt-out by User.
- User Generated Content
- You as User are solely responsible for User Generated Content, and Service Provider acts merely as a passive conduit for your online distribution and publication of your User Generated Content. You as Use acknowledge and agree that Service Provider:
- Is not involved in the creation or development of User Generated Content.
- Disclaims any responsibility for User Generated Content.
- Cannot be liable for claims arising out of or relating to User Generated Content.
- Is not obligated to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Service at its sole discretion.
- You hereby as User represent and warrant to Service Provider that your User Generated Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (iii) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (iv) will not be defamatory, libellous, unlawfully threatening, or unlawfully harassing; (v) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vi) will not contain any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vii) will not represent you being employed or directly engaged by or affiliated with Service Provider or purport you to act as a representative or agent of Service Provider; and (viii) will not create liability for Service Provider or cause Service Provider to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
- You as User hereby grant Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the Service.
- Links to Third-Party Websites
- Service may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Service Provider or association with those websites, their content, or their operators. Such links (including without limitation external websites that are framed by Service as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Service Provider does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility as User to evaluate the content and usefulness of the information obtained from other websites. You as User acknowledge and agree that Service Provider is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites and cannot be liable for claims arising out of or relating to third-party websites. Further, you as User acknowledge and agree that Service Provider has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on Service at its sole discretion.
- The use of any website controlled, owned, or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You as User access such third-party websites at your own risk. Service Provider expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Service. You as User hereby agree to hold Service Provider harmless from any liability that may result from the use of links that may appear on Service.
- As part of the functionality of Service, you as User may link your account with Third-Party Accounts by either: (i) providing your Third-Party Account login information through Service; or (ii) allowing Service Provider to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Service Provider and/or grant Service Provider access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Service Provider to pay any fees or making Service Provider subject to any usage limitations imposed by such third-party service providers. By granting Service Provider access to any Third-Party Accounts, you understand that (1) Service Provider may access, make available and store (if applicable) any SNS Content so that it is available on and through the Service via your account, including without limitation any friend lists, and (2) Service Provider may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Service. Please note that if a Third-Party Account or associated service becomes unavailable or Service Provider’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Service. You will have the ability to disable the connection between your account on the Service and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY PROVIDERS. Service Provider makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Service Provider is not responsible for any SNS Content.
- Worker Classification and Withholdings
- AS SET FORTH IN SECTION 5, SERVICE PROVIDER DOES NOT PERFORM CONSTRUCTION SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM CONSTRUCTION SERVICES. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A HOMEOWNER, USER INDEMNIFIES AND HOLDS SERVICE PROVIDER AND AFFILIATES HARMLESS, AND IF A CONTRACTOR, USER FULLY AND FINALLY RELEASES SERVICE PROVIDER AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT CONTRACTORS OR ASSISTANTS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF CONSTRUCTION SERVICES OR CONSTRUCTION AGREEMENTS OR THE USE OF THE SERVICE, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF CONTRACTORS AND ASSISTANTS AND THE TERMINATION OR CESSATION OF ANY CONSTRUCTION SERVICE, CONSTRUCTION AGREEMENTS, THE AGREEMENT OR THE USE OF THE SERVICE.
- Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Service Provider. Each User acknowledges and agrees that Service Provider does not, in any way, supervise, scope, direct, control or monitor Contractor’s work or Construction Services performed in any manner. Service Provider does not set Contractor’s work hours or location of work. Service Provider will not provide any equipment, tools, labor or materials needed for a particular Construction Service. Service Provider does not provide any supervision to Users.
- Service is not an employment agency service or business, and Service Provider is not an employer of any User. As such, Service Provider is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial, or state withholdings in connection with a User’s use of the Service. Contractors acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Construction Agreements and performing Construction Services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
- Intellectual Property Rights
- All Proprietary Material that Users see or read through the Service is owned by Service Provider, excluding User Generated Content, which Users hereby grant Service Provider a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Service Provider owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Service Provider’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content.
- Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Service Provider and, if applicable, the holder of the rights to User Generated Content.
- The service marks and trademarks of Service Provider, including without limitation Service Provider and Service Provider logos, are service marks owned by Service Provider. Any other trademarks, service marks, logos and/or trade names appearing via Service are the property of their respective owners. User may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
- Additionally, User may choose to, or Service Provider may invite User to submit Feedback. By submitting any Feedback, you as User agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Service Provider under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose Feedback on a non-confidential basis or otherwise to anyone. You as User further acknowledge that, by acceptance of your submission, Service Provider does not waive any rights to use similar or related Feedback previously known to Service Provider, developed by its employees, or obtained from sources other than you. User acknowledges that all email and other correspondence that User submits to Service Provider shall become Service Provider’s sole and exclusive property.
- Copyright Complaints
- Service Provider respects the intellectual property rights of others, and expects Users to do the same. If you as User believe, in good faith, that any materials provided on or in connection with Service infringe upon your copyright or other intellectual property right(s), please send the following information to Service Provider at email@example.com:
- A description of the copyrighted work that you as User claim has been infringed, including the URL (Internet address) or other specific location on Service where the material you claim is infringed is located. Include enough information to allow Service Provider to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- Confidential Information
- You as User acknowledge that Confidential Information is a valuable, special, and unique asset of Service Provider and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Service in accordance with this TOU. If relevant, you as User may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You as User shall promptly notify Service Provider in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You as User shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. You as User shall return all originals and any copies of any and all materials containing Confidential Information to Service Provider upon termination of this TOU for any reason whatsoever.
- The term “Confidential Information” shall mean any and all of Service Provider’s trade secrets, confidential and proprietary information, and all other information and data of Service Provider that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Service Provider or Service Provider’s business, operations or properties, including information about Service Provider’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
- Disclaimer of Warranties
- SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICE PROVIDER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICE OR THE CONTENT OF ANY SITES LINKED TO THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
- SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. SERVICE PROVIDER AND GOOGLE DISCLAIM ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
- Service Provider does not warrant, endorse, guarantee, or assume responsibility for any service advertised or offered by a third party through the Service or any hyperlinked website or featured in any banner or other advertising, and Service Provider will not be a party to or in any way be responsible for monitoring any transaction between you and third-party Contractors of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Service Provider and Affiliates do not warrant that access to the Service will be uninterrupted or that the Service will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Service, or as to the timeliness, accuracy, reliability, completeness or content of any Construction Service, service, information or materials provided through or in connection with the use of the Service. Service Provider and Affiliates are not responsible for the conduct, whether online or offline, of any User. Service Provider and Affiliates do not warrant that the Service is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Service Provider and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed, or used by others.
- Each Homeowner is responsible for determining the Construction Service and selecting their Contractor and Service Provider does not warrant any goods or services purchased by a Homeowner and does not recommend any particular Contractor. Service Provider does not provide any warranties or guarantees regarding any Contractor’s professional accreditation, registration, or license.
- In addition, no individual or entity shall be a third-party beneficiary of this TOU. This TOU is solely for the benefit of the parties to this TOU and not intended to and shall not be construed to give any person or entity other than you any interest, remedy, claim, liability, reimbursement, claim of action or any other rights (including, without limitation, any third-party beneficiary rights), with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
- You as User acknowledge and agree that Service Provider is only willing to provide the Service if you agree to certain limitations of our liability to you and third parties. Therefore, you as User agree not to hold Service Provider and Affiliates, or their corporate partners, liable for any Liabilities that have arisen or may arise, relating to your or any other party’s use of or inability to use the Service, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Service Provider and Affiliates and any destruction of your User Generated Content.
- UNDER NO CIRCUMSTANCES WILL SERVICE PROVIDER AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY SERVICE PROVIDER, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
- SERVICE PROVIDER AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS SERVICE. SERVICE PROVIDER AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE SERVICE.
- IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT SERVICE PROVIDER AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO SERVICE PROVIDER DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED EUROS (100€), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages, so certain aspects of the limitations above may not apply to you.
- THE SERVICE IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE SERVICE PROVIDER IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE CONSTRUCTION AGREEMENT BETWEEN USERS OR IN THE COMPLETION OF THE CONSTRUCTION SERVICES, IN THE EVENT THAT YOU AS USER HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE SERVICE PROVIDER AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
- You as User hereby agree to indemnify, defend, and hold harmless Indemnified Parties from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Service or perform Construction Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the Service, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful.
- You as User also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Service Provider reserves the right, in its own sole discretion, to assume the exclusive defence and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Service Provider.
- GOVERNING LAW AND Dispute Resolution
- This TOU shall be governed by the substantive laws of Finland without reference to (i) its principles and rules on conflict of laws; or (ii) United Nations Convention on Contracts for the International Sale of Goods.
- Any dispute, controversy or claim arising out of or relating to this TOU, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Arbitration of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland.
- Notwithstanding the above, parties may also seek injunctive or other interim relief in relation to a breach of this TOU in the general courts of Finland.
- General Provisions
- Failure by Service Provider to enforce any provision(s) of the Agreement will not be construed as a waiver of any provision or right.
- The Agreement constitutes the complete and exclusive agreement between you as User and Service Provider with respect to its subject matter and supersedes and governs any and all prior agreements or communications.
- The provisions of the Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. In the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions.
- The Agreement may not be assigned or transferred by User without our prior written approval. Service Provider may assign or transfer the Agreement without User’s consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer.
- Any assignment in violation of this Section 22 shall be null and void. The Agreement will inure to the benefit of Service Provider, its successors, and assigns.
- No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by the Agreement.
- None of the terms of the Agreement are enforceable by any persons who are not a party to the Agreement.
- A force majeure event includes any material and exceptional reason beyond the control of parties that that parties cannot be expected to have taken into account at the time of the conclusion of the Agreement and the consequences of which parties could not have prevented without unreasonable additional costs or unreasonable loss of time. A force majeure encountered by a subcontractor of Service Provider is also deemed to be a force majeure of Service Provider if Service Provider’s obligation cannot be acquired or carried out elsewhere without unreasonable expenses or material delay. Parties must without delay notify the other party in writing of having suffered a force majeure and of the end of the force majeure.
- Changes to the Agreement and the Service
- Service Provider reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of the Agreement and review, improve, modify, or discontinue, temporarily or permanently, the Service or any content or information through the Service at any time, effective with or without prior notice and without any liability to Service Provider.
- Service Provider will endeavour to notify User of material changes by email but will not be liable for any failure to do so. If any future changes to the Agreement are unacceptable to you as User or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Service. Your continued use of the Service following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Service Provider may also impose limits on certain features or restrict your access to part or all of the Service without notice or liability.
- Notices and Consent to Receive Notices Electronically
- User consents to receive any Notices to which the Agreement refers electronically including without limitation by e-mail or by posting Notices on this site buildbite.com/notices.
- User agrees that all Notices that Service Provider provides User electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
- If User has any questions about the Agreement or about the Service, please contact firstname.lastname@example.org.
- Appendix 1
- Appendix 1: Data Processing Agreement shall be integral part of this TOU.
- In case of conflict between the terms of this TOU and the terms of Appendix 1 regarding process of personal data, the terms Appendix 1 shall govern.
APPENDIX 1: DATA PROCESSING AGREEMENT
This data processing agreement (“DPA”) has been entered into on the same date and Parties as TOU.
- Parties shall supplement this DPA with more detailed information on Personal Data processing under Agreement by filling in Schedule 1 of this DPA. If the processing operations change or processing operations are added, the changed or additional processing operations must be documented and attached hereto as subsequent Schedules. In the event of any discrepancy between the content of this DPA and a supplementary Schedule, the content of Schedule prevails.
- Service Provider acts as a Processor and User acts as a Controller of Personal Data.
- DEFINITIONS AND INTERPRETATION
In this DPA, in addition to capitalized terms defined above and unless otherwise defined or unless the context otherwise requires:
- “Data Protection Regulation” means all applicable laws relating to protection of personal data, including GDPR and any amendments thereto, and Finnish Data Protection Act (1050/2018);
- “Data Subject” means a natural person whose Personal Data is processed by Service Provider under TOU and this DPA;
- “GDPR” means EU General Data Protection Regulation (2016/679/EU) and any amendments thereto;
- “Personal Data” means any information relating to an identified or identifiable natural person, and which Service Provider is processing under TOU or otherwise. In this regard, processing means any operation, or set of operations, performed by Service Provider on Personal Data, by any means, such as collecting, organizing, storing, amending, retrieving, using, disclosing, transmitting, combining, blocking, erasing or destructing Personal Data.
- “Personal Data Breach” means a breach of security leading to destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed, which is adverse to this DPA or Data Protection Regulation or otherwise unlawful.
- LIST OF schedules
- The following Schedule shall form an integral part of this DPA. In case of conflict between the content of Schedule and this DPA, the content of this DPA shall prevail.
Schedule 1 Processing of Personal Data
- RIGHTS AND RESPONSIBILITIES OF USER
- User shall have the right to give Service Provider documented instructions during the term of this DPA. Such amendments shall be added to Schedule 1.
- Responsibilities of service provider
- Service Provider shall process Personal Data in compliance with this DPA, Data Protection Regulation and good data industry practice.
- In case Service Provider considers that instructions of User under supplemented Schedule 1 are in breach of Data Protection Regulation, Service Provider shall inform User without delay.
- Service Provider shall ensure that personnel providing services to User with access to Personal Data have committed themselves to due confidentiality obligations or are under an appropriate statutory obligation of confidentiality.
- Service Provider shall assist User in ensuring compliance with its obligations set out in Data Protection Regulation, including but not limited to data security measures, Personal Data Breaches, data protection impact assessments and prior consulting obligations. Service Provider shall be entitled to invoice User of such assistance subject to Service Provider’s then current price list for Service Provider’s hourly work.
- Service Provider shall assist User in ensuring compliance with User’s obligations pursuant to Articles 32-36 of the GDPR. Service Provider shall be entitled to invoice User of such assistance subject to Service Provider’s then current price list for Service Provider’s hourly work.
- Service Provider shall make available to User all reasonable information necessary to demonstrate compliance with obligations set out in this DPA and in Data Protection Regulation.
- Service Provider shall implement appropriate technical and organizational measures to ensure an appropriate level of security to protect Personal Data against unauthorized access and loss, destruction, damage, alteration or disclosure, or against other unlawful processing.
- Service Provider’s aforementioned measures shall take into account the standards and requirements concerning processing of Personal Data subject to good industry practice.
Reporting and notification obligation
- In case Data Subjects or a supervisory authority make requests concerning processing of Personal Data based on provisions of Data Protection Regulation, Service Provider shall inform User of all such requests. Service Provider shall notify User without delay prior to taking any measures required by such requests, or afterwards without delay in case Data Protection Regulation requires taking measures immediately.
- Service Provider may correct, delete and amend Personal Data or block processing of Personal Data on behalf of Customer only when required by Data Protection Regulation, other applicable laws or written instructions of User. Service Provider shall be entitled to invoice User of such reporting and notification obligation subject to Service Provider’s then current price list for Service Provider’s hourly work.
- PERSONal data breaches
- Service Provider shall notify User of all Personal Data Breaches without undue delay after Service Provider has become aware of Personal Data Breach. Personal Data Breach notification shall contain at least the following:
- description of the nature of Personal Data Breach, including the categories and approximate number of Data Subjects concerned and the categories and approximate number of data records concerned;
- name and contact details of Service Provider’s contact person handling Personal Data Breach;
- description of likely consequences and/or realized consequences of Personal Data Breach; and
- description of the measures Service Provider has taken to address Personal Data Breach and to eliminate its adverse effects.
- If it is not possible to provide the information listed at the same time, the information may be provided in phases by Service Provider.
- Service Provider shall document Personal Data Breaches and disclose the documentation to User upon User’s written request.
- After Service Provider has become aware of Personal Data Breach, Service Provider shall ensure security of Personal Data and take appropriate measures to ensure protection of Personal Data.
- transfers of personal data
- Service Provider shall not transfer Personal Data outside the borders of European Union or the European Economic Area without prior written consent from User.
- Where User has given consent as prescribed above, Parties will ensure compliance with the Data Protection Regulations before the transfer of data. In this case, Parties commit to conclude the standard contractual clauses for the transfer of personal data approved by the European Commission or to ensure otherwise that the transfer meets the requirements of Data Protection Regulations.
- Service Provider is entitled to use subcontractors in processing Personal Data.
- Service Provider shall ensure that the subcontractor is subject to the same data protection obligations as those specified in this DPA on the basis of an agreement or other legal document.
- If the subcontractor fails to fulfil its data protection obligations, Service Provider shall remain fully liable to User as regards the fulfilment of the obligations of subcontractor.
- An independent third party auditor (not a direct competitor of Service Provider) appointed by User shall have the right to audit Service Provider ‘s or its subcontractors’ compliance with obligations set out in this DPA and Data Protection Regulation in order to ensure that Service Provider has fulfilled the obligations set out in this DPA.
- Each Party shall bear its own costs and expenses in connection with the audit. If the audit reveals essential shortcomings, Service Provider shall bear the costs and expenses incurred by Service Provider to correct such essential shortcomings
- Service Provider shall assist User and the third party appointed by User in conducting the audit. User shall notify Service Provider in writing at least thirty (30) days prior to conducting the audit, unless otherwise required by applicable mandatory laws or authority decision.
- Neither Party shall be liable for any indirect or consequential damages, such as loss of profits.
- Party’s liability for direct damages according to this DPA shall in the aggregate be limited to an amount equivalent to the costs paid by User to Service Provider for using Services, excluding value added tax, during six (6) months period preceding the breach of this DPA.
- term and termination
- This DPA becomes effective when signed by both Parties and continues to be in effect until termination or expiration of TOU, provided no separate assignments for processing of Personal Data have been concluded by and between Parties.
- Service Provider shall process Personal Data only during the term of this DPA. Upon termination or expiry of this DPA, or upon User’s written request, Service Provider shall either destroy or return, either to User or to a third party designated by User in writing, Personal Data processed and all copies thereof, unless otherwise required by Data Protection Regulation or other applicable legislation.
SCHEDULE 1: Processing of personal data
- NATURE AND PURPOSES OF PROCESSING PERSONAL DATA
Service Provider shall process Personal Data only for the following purposes:
[Services offered by Service Provider to its Users]
- PERSONAL DATA AND CATEGORIES OF DATA SUBJECTS
Service Provider shall process only the following categories of Personal Data:
[Define relevant categories of Personal Data that are processed, e.g. contact information, billing in-formation, log information etc.]
Personal Data listed above concern following categories of Data Subjects:
[Insert categories here, e.g. employees of User, clients of User, potential clients etc.]