Terms and Conditions

Terminology

1. In this Agreement, the following terms, when capitalized, shall have the meanings assigned to them below:

“Agreement” — these terms of service (as amended from time to time), the terms appearing on the website, and any other terms regarding the Service that the Customer may agree to when prompted to by the Provider.

“Provider” — MRPeasy, a limited liability company incorporated under the laws of Estonia on 21 February 2014, reg. no. 12617332.

“Content” — the information, functionality, technical resources, Provider’s time and attention, and Service availability provided by the Provider.

“Customer” — legal business subscribed to the Service.

“End User” — any natural person that the Customer permits or causes to have access to the Service.

“Intellectual Property” — all existing and future trademarks, service marks, domain names and business names, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), copyrights, moral rights, and all other assets and benefits commonly regarded as intellectual property, whether registered or not.

“Party” — the Customer and the Provider.

“Registration Data” — the information provided by the Customer when subscribing to the Service, requesting a change of their Service Plan or filling in forms via the Service, including the Customer’s full name and business name, business identification number (or equivalent), place of domicile, legal address, email address, phone number and such other information as the Provider reasonably requests from the Customer.

“Service” — the Software, provided “as a service” (SaaS) through this website, the availability of Content, and customer support.

“Service Plan” — the level of Content purchased hereunder. Content is provided under different names (e.g. “Starter”, “Professional”, “Enterprise”), each name designating a Service Plan. Different prices are charged for different Service Plans.

“Sign-up Form” — the online form available on this website for subscribing the Customer to the Service or requesting a change of Service Plan, or such other subscription or modification form as the Parties may execute for the aforesaid purpose.

“Software” — the business software applications included in the Service, with the features described on this website, including such modifications and replacements as the Provider, in its sole discretion, may provide from time to time.

“Account” — a Provider-hosted or -administered account provided to the Customer through the Service for the purpose of enabling such Customer to use the Service.

2. This Agreement in its current version and the information published on this website, in so far as it describes the Service and prices, constitute the whole agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements, and understandings between the Parties relating to that subject matter.

3. In case of conflict or ambiguity between any provision contained herein and any statement, representation, or other information published on this website, the provision in the Agreement shall prevail.

Terms

4. This Agreement shall be effective between the Parties when the Customer is subscribed to the Service or obtains an Account or starts using the Service, whichever is the earliest. The Agreement is entered into for an indefinite term and may be canceled by either Party as provided herein. The Agreement terminates automatically when the billing cycle is not pre-paid by the Customer within 14 days.

5. Relying on the Customer’s Registration Data and subject to the terms set forth herein, the Provider grants to the Customer and the latter accepts, a limited, non-exclusive, and non-transferable license to use the Software and Content included in the Customer’s Service Plan.

6. The Software and the Content may only be used in such manner as necessary for utilizing the Service for its intended purpose and only during the time that the Agreement is in force between the Parties. The Customer acknowledges that they have no right to have access to the Software outside the Agreement.

7. With respect to assignment and sub-licensing, the Parties have agreed that (i) the Customer has no right to sub-license or assign the benefit or burden of this Agreement (in whole or in part) and shall not allow the Software or any other part of the Service to become the subject of any charge, lien or encumbrance without the prior explicit consent of the Provider; (ii) the Provider may sub-license, assign, charge and otherwise dispose of its rights and obligations hereunder, provided it gives the Customer reasonable notice thereof.

8. The Provider houses the Software on its own or rented resources.

Service

9. MRPeasy is a cloud-based self-service production planning software for small manufacturers and distributors (10-200 employees). The Provider will use commercially reasonable efforts to provide the Service to the Customer throughout the term of the Agreement in accordance with the Customer’s Service Plan.

10. The Customer acknowledges that (i) the Service has not been designed to meet their individual requirements; (ii) the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without errors; (iii) the Service is not fault-tolerant and has not been designed for use in inherently dangerous activities, such as (for example) the operation of “major sources of danger”, traffic control or life support systems, handling hazardous substances and other activities where the failure of the Service could lead to death, personal injury or environmental damage.

11. The Provider is committed to providing good customer service and aims to answer most support issues within one business day. However, the Provider makes no guarantee on time when support is provided.

Support is provided through the Support Ticket System (STS) only. The STS is inside the software.

12. The Service (including all Software, Content, Support, and Hosting) is provided on an “as is” and “as available” basis.

13. The Customer’s selection and use of the Service are at the Customer’s own risk, and so is the Customer’s and the end-user exposure to, down- and upload of, as well as transmission and possession of information, programs, and other objects through or due to the Service.

14. The Provider hasn’t any obligation to enhance, modify, or replace any part of the Service or to continue developing or releasing new versions thereof.

Payment

15. The Customer acknowledges that by subscribing to a Service Plan they agree to such fees, rates, and billing cycles associated therewith as (i) described on this website at the time of subscription and (ii) amended from time to time pursuant to the terms of the Agreement. Dollar prices are in US dollars.

16. Unless otherwise agreed at the time of subscription, the Customer’s billing cycle is 30 days, starting on the day immediately following their subscription to the respective Service Plan, or, if a free trial period has been granted to the Customer, on the day immediately following the expiry of the trial period.

17. The Provider may enhance or otherwise modify the Service at any time, and, upon 30 days prior notice, may modify the fees, rates, and billing cycle applicable under the Customer’s Service Plan.

18. In the event that the Customer does not agree with the respective modification(s), their sole and exclusive remedy shall be to unsubscribe from the Service Plan, terminating their use of the Service.

19. Payment for the Service is due in advance by the first day of each billing cycle and shall be made by credit card or debit card with the logo of VISA, MasterCard, or Amex, or by using PayPal instant payment (not PayPal e-check). The Customer acknowledges that late payment may result in the suspension of Service or cancellation of the Agreement. If the billing cycle is not pre-paid by the Customer within 14 days, the Provider suspends the Account. The Account is deleted in case of non-payment within 28 days. No data can be restored after the deletion of the Account.

20. Service Plan cannot be lowered in some cases.
Should the Customer reduce the number of full users, when the billing cycle is started, this action does not reduce the already created invoice. It reduces the next invoice, which will be created automatically for the next billing cycle.
Should the Customer unsubscribe from a Service Plan or the Customer’s Service Plan be modified or the Agreement be terminated prior to the end of the current billing cycle, no refund will be given to the Customer for any payment relating to that billing cycle. Service Plans cannot be lowered in some cases.

21. MRPeasy has a No Refund Policy. Customers will not get refunds for payments already made. Prepayments for future billing cycles are non-refundable. If you opt to pay once a year in advance there is no part refund if you decide to stop using your account during the year. Payments for an already begun period are not returned. This does not depend on whether the Customer used the MRPeasy account or not.

Consumer Protection Acts are not applicable, because MRPeasy is strictly a B2B service.

The Account can be deleted by the Customer at any time. If the Customer wants to stop the subscription but use it until the end of prepaid time, they can delete the billing information to avoid further charges.

22. All fees and rates are exclusive of value-added tax, sales tax, and other public burdens. The Customer shall be solely responsible for all taxes and other burdens that may be levied on the Customer’s purchase or use of the Service.

Customers

23. MRPeasy is a B2B service. The Customer must be a legal business with valid registration in the local Commercial Registry.

24. All Registration Data provided by the Customer must be true, accurate, and up-to-date and the Customer undertakes to promptly correct any Registration Data that becomes outdated or incorrect. The Customer is obligated to provide true and valid Registration Data upon registration to the Service. The Provider may verify the Customer’s Registration Data or may rely on this data without any verification.

25. The Customer must comply with all laws, regulations, and ordinances applicable to the Customer’s use of the Service.

26. With respect to the information (including all text, images, audiovisual material, and other content) that the Customer uploads, transmits, or stores via the Service, the Customer represents and warrants to the Provider, and for the benefit of the Provider, that the Customer has the right to upload, transmit and store the same.

27. The Customer shall not, and shall cause the End Users not to, use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running, or storing harmful code, malware, or illegal content.

28. Any Customer content that conflicts with the provisions of this Agreement may be removed, disabled, and/or destroyed by the Provider at their sole discretion without any warning or notice.

29. Without excluding or limiting any of the Customer’s statutory obligations, the Customer undertakes to the Provider, and for the benefit of the Provider, that the Customer will not, and will not allow any End User to (i) modify, reproduce or prepare derivative works from, or decompile, reverse engineer or otherwise attempt to derive source code from the Software or any other part of the Service; (ii) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to the Service; (iii) create or attempt to create any product or service that is similar or otherwise competitive to the Service or purporting to be created, provided or approved by the Provider or the Provider; (iv) subscribe to the Service or modify the Customer’s subscription by automated means.

Representative’s undertaking

30. Each person subscribing the Customer to the Service or otherwise representing the Customer upon the latter’s entry into the Agreement personally warrants to the Provider that she/he has the authority to act on the Customer’s behalf and that the Agreement is binding upon the Customer.

31. Each such representative hereby personally undertakes to the Provider, and the latter agrees, that if this Agreement proves to be void due to the representative’s lack or excess of authority or if it emerges that the representative has concluded the Agreement on behalf of a non-existent Customer then such representative shall be deemed to have entered into the Agreement on his/her own behalf and the Agreement shall be effective (ab initio) between the Provider and the aforesaid representative.

Account, username, and password

32. The Customer shall be solely and entirely responsible for the activity that occurs under their Account and must notify the Provider immediately of any breach of security relating to, or unauthorized use of, such Account.

33. With respect to the Customer’s username and password, the Parties have agreed that the Customer shall be responsible for (i) maintaining the confidentiality of their username and password, (ii) any and all actions by persons that the Customer gives access to or that otherwise use such username or password, and (iii) any and all consequences of use or misuse of such username or password.

34. The Provider shall not be liable for any loss, damage, or other consequences that may result from any unauthorized use of the Customer Account, username, or password.

Intellectual property and proprietary rights

35. The Customer acknowledges that all Service-related Intellectual Property belongs and shall belong to the Provider. The Customer shall not acquire any right, title, or interest in the aforesaid Intellectual Property or otherwise in connection with the Service, except for the limited rights of use expressly set forth in the Agreement. Any rights not expressly granted herein shall be deemed withheld.

36. Neither the fact of concluding this Agreement, nor any provision contained herein, nor any breach by any Party of its obligations hereunder, shall be construed as creating in the Customer or cause the Customer to acquire any proprietary right, security interest, pawn, or any other right of security with respect to any item or asset belonging to the Provider.

37. The Provider respects the Intellectual Property of others and may, in appropriate circumstances and at its discretion, disable or terminate any Account through which the rights of others are infringed.

Disclaimer of Warranties

38. All conditions, representations, and warranties not expressly stated herein (including, without limitation, those relating to merchantability, fitness for a particular purpose and non-infringement, and those that may arise from a course of performance, course of dealing, or usage of trade) shall be deemed withheld by the Provider to the fullest extent permitted.

39. The Provider makes no representation or warranty (i) that the Service will meet the Customer’s or their End-Users’ requirements or expectations, (ii) that access to or use of the Service will be uninterrupted, timely, secure or error-free, (iii) that any defects in the Service will be corrected, (iv) that the Service or any means by which the Service is accessed is free of malware or other harmful components; or (v) with respect to any third-party software, content, material, information, infrastructure or other third-party resources or services that the Customer or any End User may acquire, use, access or be exposed to through or due to the Service.

40. Each Party acknowledges that the other Party has entered into the Agreement relying on the above disclaimers and that the aforesaid disclaimers are an essential basis of the bargain between the Parties.

Limitation of liability

41. The Provider shall not be liable to the Customer, any End-User, or any person claiming under or through the Customer or an End User for any loss, damage, expenses, or other consequences resulting from (i) the use or the inability to use the Service, (ii) the properties of the Service, (iii) the need to procure or the procurement of substitute goods or services for the Service or for any item, service or other benefit received, owned, possessed or otherwise enjoyed through the Service, (iv) any message or other communication received or transaction entered into through or from the Service, (v) unauthorized access to or alteration of the Customer’s or any End User’s transmissions or data, (vi) the statements or conduct of any person having access to the Service, (vii) any other matter relating to the Service;

regardless of whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort, or otherwise.

This clause shall not prevent claims for direct financial loss suffered by the Customer due to the Provider’s intentional or grossly negligent breach of this Agreement, and that the total liability of the Provider, whether in contract, tort or otherwise shall in no circumstances exceed a sum equal to the amount that the Customer has paid to the Provider for the one month immediately preceding that month in which the breach occurred.

42. Any claim that the Customer may have under the Agreement or in connection herewith must be filed and duly sent to the Provider within one month after such claim arose, or shall be forever barred.

Force majeure

43. No Party shall be liable to the other for breaching its obligations due to a circumstance beyond its control, such as, for example, an act of God, an act of government, war, civil unrest, an act of terror, strike, internet service provider failure or any other circumstance qualifying as force majeure. However, nothing in this clause shall excuse a Party from any payment obligation hereunder.

Indemnification

44. The Customer will defend or, in its sole discretion, settle (without damage or cost to the Provider) any lawsuit or other legal proceeding brought against the Provider by any End User based on circumstances related to the use of the Service or any other circumstances.

Data protection

45. MRPeasy’s Privacy Policy describes our data processing and protection measures and is available on the MRPeasy website.

Modification and suspension

46. The Provider may modify the Service or any part of the Agreement at any time in its sole discretion and may notify the Customer of such modifications when the Customer logs on to their Account, or via newsletter, or not to notify. In any case, in the event that the Customer does not agree with the respective modification(s), their sole and exclusive remedy is to terminate their use of the Service. Otherwise, all such modifications will be effective with respect to the Customer.

47. The Provider may discontinue all or any part of the Service upon 30 days prior notice.

48. The Provider may suspend performance under the Agreement in whole or in part with immediate effect if it is required by court order, magisterial decision, or competent regulatory body to temporarily or permanently refrain from continuing to perform its obligations hereunder.

Termination

49. Either Party may cancel the Agreement at any time with 30 days prior notice to the other Party.

The Account can be deleted by the Customer at any time. If the Customer wants to stop the subscription but use it until the end of prepaid time, they can delete the billing information to avoid further charges.

50. If the Agreement is canceled due to the other Party’s specific breach, no warning or advance notice shall be required for the cancellation to be effective (i.e., the Agreement may be canceled forthwith).

51. A specific breach of the Agreement shall (inter alia) be deemed to have occurred if: (i) a Party is in breach of any of its obligations hereunder and fails to discontinue or remedy such breach within two weeks after notice from the other Party specifying the breach and requiring it to be discontinued or remedied; (ii) a Party is in persistent breach of any of its obligations hereunder and the respective breach cannot be remedied; (iii) a Party abuses, harass or insults the other Party.

52. Any cancellation of the Agreement shall be without prejudice to the Parties’ rights and remedies that have accrued prior to the cancellation.

53. The Customer understands and agrees that upon any termination of the Agreement (i) all rights that the Customer has been granted hereunder will terminate; (ii) the Customer shall cease all activities authorized by the Agreement; (iii) they shall immediately disburse to the Provider all sums that are due to the Provider hereunder; (iv) they will receive no refund or exchange for any unused time on a subscription, for any license or subscription fee, any content or data associated with their account, or for anything else.

Governing law and dispute resolution

54. This Agreement and all matters relating hereto shall be governed by the laws of Estonia.

55. The venue of the court shall be in the country of the defending Party.

56. In any case, the loss, claimed by the Customer, cannot be bigger, than their monthly payment, really paid to the Provider.

57. Having sufficiently considered each term of the Agreement both individually and in conjunction with other terms, each Party hereby confirms to the other and for the benefit of the Provider that they find the Agreement fair and not oppressive or harmful in any respect.

58. Limits for MRPeasy active (not archived) database items by edition*:

* All editions and pricing plans are designed to use the shared infrastructure provided. “Unlimited” does not mean a technical guarantee, it means that there are no restrictions in the software. If it is necessary to use a dedicated infrastructure, the price could be offered individually in the case of a technical possibility.