Terms and Conditions
Last Updated: 07.11.2019
These Terms and Conditions (“Terms”, “Terms and Conditions”) govern your relationship with hala.ai (https://hala.ai subdomains) website (the “Service”) operated by HALA Digital OÜ (“us”, “we”, or “our”).
Please read these Terms and Conditions, carefully before registering to use the Services offered on this website operated by HALA Digital OÜ, a company registered in Estonia with its registered office at Narva mnt 5, Tallinn, Harjumaa, 10117, Estonia, VAT number: EE101980223.
In this Agreement the following terms shall have the following meanings:
- “Authorized Users“ means employees, agents, consultants or independent contractors of the Customer who have been expressly authorized by the Customer to receive a password in order to access the Services online;
- “Beta Version” means a testing period starting from the Effective Date in which the Customer may use the Solution and Services free of charge;
- “Bug” means an unwanted or unintended property of the Solution that can be reproduced and causes the Solution to malfunction but does not affect the availability of the Solution;
- “Business Day” means Monday to Friday excluding any national holiday in Estonia;
- “Business Hours” means 9 am-5 pm local Estonia time, on each Business Day;
- “Client” means any entities or persons to whom the Customer provides its services;
- “Company” means HALA Digital OÜ;
- “Confidential Information” means any and all information in any form whatsoever relating to the Company or the Customer, or the business, prospective business, finances, technical process, computer software (both source code and object code) and IPR of the Company or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of this Agreement or provision of the Solution or Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information;
- “Consequential Loss” means pure economic loss, special loss, losses incurred by any Client or other third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods or product(s) or wasted management or staff time;
- “Current Version” means the version of the Solution available to the Customer on the Effective Date or subsequently any new version which replaces it during the Term;
- “Customer Data’ means all data imported or entered into the Solution or Services for the purpose of using the Solution and Services or facilitating the Customer’s use of the Solution and Services;
- “Customer” means the company or person who registers online to use the Solution and Services;
- “DPA” means the data processing agreement published at https://hala.ai/dpa/ as amended from time to time;
- “Disaster” means the hosting center where the Solution is hosted becomes unusable, with little chance of a short term recovery;
- “Documentation” means the training materials and user manuals relating to the use of the Services, as well as any additional documentation that the Company specifically creates for the Customer or otherwise provides to the Customer to assist in the correction of any issue with the Services;
- “Effective Date” means the date on which the Customer registers for the Beta Version or for the free Services on the Company website;
- “Emergency Maintenance” means maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the Solution;
- “Feedback” means feedback, innovations or suggestions created by Authorized Users or Clients regarding the attributes, performance or features of the Solution or Services;
- “Fees” means the fees set out in the Order Form that apply for use of the Solution and Services during the Term (after the Free Trial Period has expired);
- “Free Trial Period” means a period of 14 days starting from the Effective Date in which the Customer may use the Solution and Services free of charge;
- “Illegal Content” means any data or content which is defamatory, or constitutes a breach of the IPR or legal rights of any third party;
- “Incident” means a malfunction of the Solution which can be reproduced, is not a Bug and whose root cause is found in the hosting service, network, hardware or third-party software components;
- “Initial Term” means the period after expiry of the Free Trial Period which starts on the Subscription Date and continues for a period of: (i) 1 month where the Order Form contains a monthly plan; or (ii) 12 months where the Order Form contains an annual plan;
- “IPR” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world;
- “Order Form” means the online account manager page of the Company website where the Customer orders a chargeable subscription to use the Solution and Services which incorporates the terms of this Agreement;
- “Planned Maintenance” means maintenance, upgrades, Updates, installation of new versions and repairs which are non-critical and not urgent, to hardware and software;
- “Release” means a modification in the functionality of the Solution which results in a change in the version number set out in the SLA;
- “Renewal Period” means a period of: (i) 1 month where the Order Form contains a monthly plan: or (ii) 12 months where the Order Form contains an annual plan;
- “Services” means the hosting, maintenance and support services set out in the SLA;
- “SLA” means the service level agreement published at https://hala.ai/sla/ as amended from time to time;
- “Solution” means the software application ordered online by the Customer and set out in the confirmation invoice sent to the Customer which is made available to the Customer in accordance with the SLA and including any computer software programmers and, if appropriate, Updates thereto;
- “Subscription Date” means the date on which the Customer completes the Order Form for a chargeable subscription to continue to use the Solution and Services on or after expiry of the Free Trial Period;
- “Term and Conditions” means these terms and conditions published at https://hala.ai/terms-and-conditions/ as amended from time to time;
- “Term” means the Initial Term plus any Renewal Period(s) together.
- “Time and Materials Basis” means the Company’s standard daily consultancy rates;
- “Updates” means any new or updated applications services or tools (including any software programs) made available by the Company as part of the Solution or Services during the Term.
2. SERVICE LICENSE AGREEMENT
2.1 License and rights
The Customer will be granted for a period of the Agreement a non-exclusive, non-transferable license to use the Hala Service from any location. The Customer is not entitled to assign, transfer, lease or rent the license to any third party and is only entitled to use the Hala Service for purposes of the Customer and its affiliates. The service may be run by third parties only if so expressly agreed between Hala and the Customer in writing. Any attempted assignment or sublicense without such consent will be void. The rights and duties of the Parties hereunder shall inure to the benefit of and be binding upon their respective successors and permitted assigns and sub-licensees.
2.2 Ownership of data and software
Data (including personal data relating to a natural person who is or can be identified from this data and has been entered into the Service by or upon the request from the Customer) remains the property of the Customer both during Agreement execution and after Agreement termination.
Hala is and remains the owner of the intellectual property rights of each part of the Service made available to the Customer, and more generally of the IT infrastructure (including software, source codes, design, sui generis databases) used or developed in relation to the Agreement.
The Agreement does not grant the Customer any right of ownership of the Solution or hardware. For the avoidance of doubt, any intellectual property developed by the Hala upon request of the Customer within the frame of this Agreement shall remain the sole property of Hala, unless otherwise mutually agreed upon by the Parties.
Except as expressly set forth herein, Hala alone will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, training data, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service and/or the Software, which are hereby assigned to Hala.
Customer will not, and will not permit any third party to: reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or Software; use in excess as set forth below; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws) and intellectual property.
The Customer agrees not to reproduce any part of the Solution, or any related documentation, by any means whatsoever, in any form whatsoever and on any medium whatsoever.
Hala warrants that it has all the necessary intellectual property rights to Services and Solution to provide it in accordance with this Agreement. Hala warrants that Services and Solution do not infringe any existing intellectual property rights owned by any third party.
2.3 Identifiers of the Service
Customer are responsible for establishing a username and password (or any other means required by Hala “Service”) for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will be responsible for maintaining the security of Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer knowledge or consent.
Customer will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Hala. Hala is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of Customer acts or omissions related to the access or use of the Service.
The Company may suspend access to the Solution and Services, or portion thereof, at any time, if in the Company’s sole reasonable discretion, the integrity or security of the Services or Solution is in danger of being compromised by acts of the Customer, Authorized Users or Clients. The Company shall give the Customer 24 hours written notice, before suspending access to the Services and Solution, giving specific details of its reasons.
Customer aware and agree that Hala may, as part of the normal operation and support of the Service, collect personal information from you (your employees and contractors) related to the use of the Service, through tracking and other technologies. Hala does so to gather usage statistics and information about effectiveness of our Service for the purpose of improving user experience and/or tailoring interactions with Customer. Customer confirm that Customer will obtain or have obtained consent to allow Hala to process the collected personal information for the above purpose within Hala in compliance with applicable law. Hala will comply with requests from Customer employees and contractors to access, update, correct or delete their collected personal information.
2.5 Use of Client Content and Data
Hala will not use or disclose the results arising from Customer’s use of the Service that are unique to Customer Content (Insights) or that otherwise identify Customer. However, as part of the Service, Hala uses Content and other information (except for Insights) that results from Content in the course of providing the Service for research, testing, and offering development related to the Service. Customer also agrees that Hala may use without restriction whatsoever any feedback and suggestions they provide. Customer represents and warrants that it has all rights and permissions to provide the Content, data, suggestions and feedback to the Service.
Customers can instruct Hala not to use Customer Content for the purposes outlined in the paragraph below by sending the request to Hala support.
2.6 Continues Delivery and Model Improvements
These Service deployment plan operate under a continuous delivery model, which allows for updates without causing downtime to the Customer.
The underlying learning models in the Service may be periodically modified by Hala, based on learning, in order to improve its performance. Existing models that was trained for Customer in a Service deployment will not be immediately impacted. Expired models will be updated to the current model, if not already done so by the Customer, without interruption to the Service. Any new model trained will incorporate the latest model available.
3. Term and Termination
This Agreement shall commence on the Effective Date for the Free Trial Period or Beta Version. After expiry of the Beta Version, the Agreement will automatically convert into the Free Trial Period. After expiry of the Free Trial Period, the Agreement will automatically expire unless the Customer completes an Order Form for a chargeable subscription to continue to use the Solution and Services upon which the Agreement shall continue from the Subscription Date for the Initial Term. On expiry of the Initial Term, this Agreement will automatically renew for Renewal Terms and continue until either party terminates the Agreement by giving the other at least 7 days notice in writing prior to the start of a Renewal Term. Neither party may terminate the Agreement without cause during the Initial Term, however the Customer may terminate this Agreement at any time during the Free Trial Period or Beta Version by giving written notice to the Company during the Free Trial Period or Beta Version.
The Company may terminate this Agreement or the provision of any Services with immediate effect if:
- The Customer has used or permitted use of the Solution and Services other than in accordance with this Agreement; or
- The Company is prohibited under applicable law, or otherwise from providing the Solution or Services.
Either party may terminate this Agreement immediately, with cause, if the other party:
- Ceases or threatens to cease or carry on business; or
- Is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or
- Convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or
- Has an administrator, receiver, manager or similar official appointed; or
- Is affected by a similar event under the law of any other jurisdiction; or
- A Force Majeure event lasts for more than 28 days.
Either party may terminate this Agreement for material breach of any term by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice.
Upon termination of this Agreement the Customer shall not be entitled to any refund of Fees paid in advance and all licences granted under the Agreement shall terminate on the effective date of termination. The Company shall:
- Cease providing the Solution and Services to the Customer;
- Return all Customer Data stored in the Company’s database in its then current format, free of charge to the Customer. If the Customer requires any Customer data to be returned in a different format the Company reserves the right to charge for this additional service on a Time and Materials Basis; and
- Provided that this Agreement has not been terminated due to the Customer’s breach, the Company will provide reasonable assistance and information to enable Customer Data to be transitioned to a new platform. Such assistance will be charged for on a Time and Materials basis.
4. THIRD-PARTY PROVIDERS
The Company shall make all reasonable efforts to ensure that any interface or integration to a third party provider or system used by the Customer operates correctly. The Customer acknowledges that the successful operation of any interface or integration is dependent upon the technical set up of the third party systems, and the Customer agrees that the Company cannot be held liable for any failures in the operation of the interface or integration resulting from acts of omissions of the customer or the third party. Accordingly, the Company shall have no liability or obligation whatsoever to the Customer in relation to the content on, or use of, or connection with any third party solutions made available via use of the Solution and Services.
If an issue arises with regard to the effective operation of an interface or integration the Company will use all reasonable efforts to resolve the issue at the earliest opportunity.
5. FEES AND INVOICING
The Company shall provide the Solution and Services free of charge to the Customer during the Free Trial Period and Beta Version.
From the Invoice Start Date, the Company shall invoice the Customer the monthly or annual Fees in advance as set out in the Order Form. All invoices shall be issued in the currency set out in the Order Form. All Fees exclude any Value Added Tax (or sales tax) legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.
Set up fees, travel fees, incidental costs and other expenses shall be invoiced in addition to the Fees in arrears, as and when they arise.
6. PAYMENT TERMS
The Customer shall pay the Company the Fees for the provision of the Solution and Services under this Agreement.
Where a Customer has registered for a monthly plan, payment will be automatically taken from the Customer’s debit/credit card monthly from the Invoice Start Date for the Term.
Where a Customer has registered for an annual plan, payment will be automatically taken annually from the Invoice Start Date for the Term.
Where payment of any Fee is not received when due, the Company may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Solution and Services and the Company shall be under no obligation to provide any or all of the Solution or Services while the invoice(s) concerned remains unpaid. The Company shall be entitled to charge interest on overdue Fees at the applicable statutory rate.
The Company reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.
7. CONFIDENTIAL INFORMATION
Each party may use Confidential Information of the other only for the purposes of this Agreement. Each party must keep confidential all Confidential Information disclosed to it, except where the recipient of Confidential Information is required to disclose the Confidential Information by law to any regulatory, governmental or other authority with relevant powers to which either party is subject.
Each party may disclose the Confidential Information of the other party to those of its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by confidentiality undertakings equivalent to those set out in this Agreement.
Both parties agree to return (or destroy) all documents, materials or data containing Confidential Information to the disclosing party without delay upon completion of the Services or termination or expiry of this Agreement.
The obligations of confidentiality set out in this Agreement do not extend to information that:
- Was in the other party’s lawful possession before the negotiations leading to this Agreement; or
- Is, or after the Effective Date, becomes publicly known other than through any act or omission of the receiving party; or
- Is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
- Is independently developed by the receiving party, which independent development can be shown by written evidence; or
- Is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
If either party is required to disclose any Confidential Information such party shall where lawfully permitted to do so:
- Promptly consult with and take into account any comments from the other party prior to making any disclosure; and
- Work with the other party to ensure that any exemptions or other legitimate means of preventing disclosure or limiting disclosure are used to the fullest extent possible.
The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause and without limitation, all information falling within the definition of Confidential Information as set out in clause 1 of this Agreement and any information which is supplied by the disclosing party to the receiving party pursuant to this Agreement or the negotiation thereof is:
- Confidential Information the disclosure of which by the receiving party would be an actionable breach of confidence; or
- A trade secret of the disclosing party; and
- Information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person.
8. DATA PROTECTION
Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles, and agreements.
To the extent that personal data is processed using the Solution and Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations and their contractual obligations set out in the DPA.
9. WARRANTIES AND DISCLAIMER
Hala undertakes to make every effort to ensure the permanence, continuity and quality of Service provided to the Customer. Given the nature of the Service however, Hala cannot guarantee the absence of Solution interruptions. The Solution may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Hala or by third-party providers, or because of other causes beyond Hala’s reasonable control, but Hala shall use reasonable efforts to provide advance notice by e-mail of any scheduled service disruption.
However, Hala does not warrant that the Solution will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Solution. Except as expressly set forth in this Agreement, the Solution is provided “as is” and Hala disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.
Hala shall defend, at its sole expense, any third-party claim, demand or suit against the Customer alleging and/or arising out of the Solution infringes a third party’s patent, copyright, trademark, trade secret or other intellectual property right. Hala shall indemnify and hold the Customer harmless from and against any and all losses, liabilities, damages, fines, penalties, costs, expenses and/or fees (including reasonable attorneys’ fees) incurred by or awarded or assessed against the Customer in connection with the third party’s patent, copyright, trademark, trade secret or other intellectual property right, or reached through a negotiated settlement of the claim.
In addition to Hala’s obligations under this section, if the Solution is held to be infringing or to violate any third party’s patent, copyright, trademark, trade secret or other intellectual property right, or Hala believes that the Solution is likely to be held as infringing or to violate of any third party’s rights, then Hala shall either, at its sole expense: (a) procure for the Customer the right to continue receiving and/or using the Solution; or (b) modify the software solution so that it is non-infringing or non-violative of the third party’s rights, but maintains substantially the same functionality and characteristics.
11. APPLICABLE LAW
The Agreement will be governed by laws of Republic of Estonia. Any disputes arising from or related to the document that cannot be resolved by means of negotiations by the Parties, shall be resolved in Harju County Court.
12. SEVERABILITY AND WAIVER
Nullity, lapse, the lack of binding or unenforceability of one or any of the provisions of the Agreement shall not constitute nullity, lapse, no binding or unenforceability of any other provision, which retain their full effect. However, the Parties may, by mutual agreement, agree to replace invalid stipulations. Any waiver of a Party’s right or remedy related to this Agreement must be in writing, signed by that Party to be effective. No waiver shall be implied from a failure of either Party to exercise a right or remedy. In addition, no waiver of a Party’s right or remedy will affect the other provisions of this Agreement.
Hala is not liable for any loss of operations, loss of profits, corruption or loss of messages, loss of expected savings or earnings, the Customer’s costs of examination and rectification of damage or a defect, the Customer’s internal hours spent, third-party expenses, interest expenses, lost interest income, loss of goodwill, indirect losses and consequential claims. Loss and corruption of data will be regarded as an indirect loss.
Except as expressly provided herein, in no event shall either Party be liable to the other Party in connection with this Agreement and/or the Solution, regardless of the form of action or theory of recovery, for any:
(a) indirect, special, exemplary, consequential, incidental or punitive damages, even if that Party has been advised of the possibility of such damages; (b) lost profits, lost revenues, lost business expectancy, business interruption losses and/or benefit of the bargain damages; and/or (c) direct damages in an amount in excess of the amounts paid to Hala under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.
Notwithstanding the foregoing, the limitations set forth in this section shall not apply to
(i) Hala’s indemnification obligations under this Agreement; (ii) either Party’s breach of its confidentiality obligations under this Agreement; and/or (iii) either Party’s infringement, misappropriation or violation of the other Party’s intellectual property rights.
Any claim arising out of this Agreement must be initiated within three (3) months of the date the Party knew or reasonably should have known, of the existence of such claim against the other Party.
14. FORCE MAJEURE
The Parties shall not be held liable for any damage caused by the interruption or deterioration of telecommunications or electricity services; nor in case of Force majeure. If either Party hereto is prevented in the performance of any act required hereunder by reason of Acts of God, fire, flood, or other natural disaster, malicious injury, strikes, lock-outs, or shortages of labour, riots, insurrection, war or other reason of like nature not the fault of the party in performing under this Contract, then:
• performance of such act shall be excused for the period of the delay; and • the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; except if any delay exceeds three (3) months, then the party entitled to such performance shall have the option to terminate this Contract for the cause.
The Party taking notice of such event shall promptly notify the other party of its inability to perform the work.