Service Agreement
This Service Agreement is signed by and between Digitron LTD on the one hand, and with a person presented by you, on the other hand, between or, in case of the absence of such the Agreement shall be signed between you and Digitron LTD.
1.1. Supplier - Digitron LTD (R/N: 205033444), a legal entity registered under the laws of Georgia, with the actual office at Erekle Tatishvili, Dead End I, Tbilisi.
1.2. User - A person to whom a right to use is granted under this Agreement.
1.3. End-User - Employee of the user, its affiliated entity and/or business partner who has access to the service or otherwise uses the service.
1.4. User Affiliate - Any legal entity in which the user has at least 50% equity interest or vice versa, the legal entity having at least 50% equity interest in the user.
1.5. Business partner - A legal entity that needs access to the service to perform accounting/auditing services for the user.
1.6. Third-party - Any natural or legal person or other organizational entity, which is not a party to this Agreement.
1.7. Right to use - Non-exclusive, fixed-term and non-transferable right to use the Service and Basic Support Services.
1.8. Service – Services, under which the users are provided with the right to access non-exclusive, fixed-term and non-transferable access to the Software through the Internet and the Web browser.
1.9. Software product – Software, as well as any version (launch) thereof, the right to use of which is granted to the User under the Service.
1.10. Basic Support Services/Basic Support - Services specified in Appendix # 1 of this Agreement, whereby the User is entitled to request fixing of the defect(s) identified during the Service, according to the rules under the Agreement.
1.11. Website - Balance.ge.
1.12. Registration - Registration on the website.
1.13. Terms of Use of Website - Terms and Conditions of Use available on Website.
1.14. An Authorized Person on Registration/Management of User Cabinet (for simplicity, hereinafter referred to as the Authorized Employee) - a natural person who registers and/or places an order on behalf of the User.
1.15. User Cabinet - The virtual space created after registration, which is accessed by the User/End-User through the email and password specified during registration.
1.16. Order - An application from the User's cabinet on the purchase/renewal of a right to use, the extension of the right(s) under the service (adding licenses/databases, etc.) or purchase of another product/services of the Supplier.
1.17. User Information - Any content/material, information, data (including personal data(s)) that the End-User places/uploads to the Software Product, in any way.
1.18. Confidential information -
1.18.1 In the case of the User:
1.19. Online Chat - An integrated communication channel within the software product that enables the End-User to communicate with the Supplier.
1.20. Identification - Obtaining information about a person (including identification/personal data) that allows the Supplier to identify him/her and distinguish from others.
1.21. Verification - Obtaining information about the person (including identification/personal data) that enables the Supplier to verify the accuracy of the information obtained through Identification and/or to take preventive measures necessary to facilitate the prevention of money laundering and terrorism financing.
The Supplier shall hereby provide the User with a non-exclusive, fixed-term and non-transferable right to use the Service and Basic Support Services.
3.1. Registration is required to place an order.
3.2. User/Authorized employee states that all data entered by him/her will be correct, complete, therefore it won't be incorrect or incomplete. In the event of a breach of this obligation, the Supplier reserves the right to refuse to fulfill the order and/or to demand compensation from the User/Authorized Employee for damages caused by the breach. The Supplier fully disclaims responsibility for incorrect/false data entered by the User/Authorized employee and its results.
3.3. The order is placed from the Users' Cabinet.
3.4. The order represents the proposal (offer) submitted to the Supplier for the purchase of the right to use by the User.
3.5. At the time of placement of each new order, the User/Authorized Employee shall re-confirm this Agreement or its substitute (upgraded), which is substantially related to the same issue. From the moment of agreeing to the new Agreement, the previous contract shall become invalid unless otherwise specified by the new Agreement.
3.6. A copy of this Agreement, as well as any new Agreements that the User/Authorized Employee endorses, is stored in the User's Cabinet and/or sent to the email address specified during registration.
3.7. Confirmation of the Agreement for the purposes of this Agreement means the marking the field - ‘o I agree to the terms of the Agreement' and/or taking any other action when placing an order indicating the will to conclude the Agreement.
3.8. The confirmation of the Agreement by the User also requires the Supplier's confirmation, as evidenced by the latter confirming the order and invoicing the User/Authorized employee. In order to avoid any misunderstanding, the parties hereby confirm that in case the Supplier does not confirm the order within a reasonable time it can not be deemed as confirmation from the Supplier's side.
3.9. The agreement of the Authorized Employee to this Agreement shall be deemed as a confirmation by the User, and placement of the order by such - as placed by the User.
3.10. When confirming, the authorized employee acts as the authorized representative of the User, who is deemed to have been duly authorized as per the Governing Legislation. By the confirmation of the Agreement the Authorized employee confirms the existence of authority and takes full responsibility for the consequences arising in case of the absence of authority. However, the Authorized employee acknowledges that acting without authority and/or any unlawful/criminal activity may serve as the basis for his/her criminal liability (as well).
3.11. Upon confirmation of the order, the User/authorized employee shall be sent an invoice at the specified e-mail address indicated upon registration, the payment of which shall be made by the User in accordance with this Agreement. The Supplier reserves the right to invoice the User in another form(s).
3.12. In case of breach of payment terms, the Supplier reserves the right not to fulfill the order. In order to avoid any misunderstanding, the Parties agree that order confirmation implies the conclusion of the Agreement and expresses the Supplier's consent that it will fulfill the order, in the event of payment by the User, as well as the fulfillment of any other conditions that must precede the fulfillment of the order.
3.13. The Supplier is authorized not to confirm or reject an order at any time, which does not require the justification and does not imply the Supplier's liability. The Supplier's refusal to fulfill the order does not prevent the User from placing a new order.
3.14. The User is entitled to cancel the order at any time before its confirmation. In case of cancellation of the order from the moment of the transfer of the right to use, the User will not be refunded the amount paid, except for the cases specified in the following sentence. In case of purchase of one year right to use, upon cancellation by the User within first (3) three months from the date of purchase, he/she is entitled to claim a 50% refund of one year price of the right to use. In no other cases, the amount paid by the User will be refunded. This is acknowledged and accepted by the User.
3.15. By placing an order, the User confirms that he/she is aware of the content of the service, software product features, functionality and scope of purpose. The Supplier is not responsible for any inconsistency with the User's activities, expectations, and goals with the Service.
4.1. After placing an Order, the Supplier reserves the right to contact the User/Authorized employee, usually through the requisites specified upon the registration, to specify/clarify certain information, including regarding the additional service(s) (usually, regarding the implementation and training).
4.2. Checking the order of additional service(s) (in the order form) is purely informational to the Supplier and does not imply an obligation for it or its related party(s) to provide such service to the User.
4.3. The User receives the right to use within a reasonable time after payment of the invoice, but no later than within 4 business days. If within 3 days after the expiration of the above-mentioned 4-day period, the User does not submit a substantiated written claim to the Supplier on failure to provide the right to use, then such right shall be deemed transferred to the User. In case of failure to submit a substantiated written claim to the Supplier on failure to provide the right to use within 3 days after the end of each month of the right to such use, the right to use shall be deemed as provided by the Supplier and shall be deemed to have been accepted by the User. In such cases, the User shall be obliged to confirm the Tax invoice submitted by the Supplier.
4.4. The Supplier reserves the right not to provide services (carry out works), within the scope of basic support, unless the End-User submits a valid Product Certificate certifying that he/she has a thorough knowledge of the proper operation rules and functionality of the Software Product. The Supplier reserves the right to verify the authenticity of the certificate and/or the level of End-User training and if both conditions are met, to provide User with the service.
4.5. The Supplier reserves the right to review the price of the service and/or the terms of the basic support due to the complexity of the End-User qualifications and the complexity of the requests within the scope of the basic support. Information about updated price and/or conditions shall be provided to the User at least 10 days before the change. Within 5 days of receiving the information, the User is entitled to refuse to accept the change(s), in which case the Supplier reserves the right to terminate the User's Right to use until the end of the current month of service provision. In the case of 1 (one) year right to use, the User will be reimbursed a proportion of the price of the service paid as an advance.
4.6. The user is aware that the remuneration provided for in Article 5 is paid for granting him/her the right to use and that the occurrence/existence of a payment obligation for the user does not depend on exercising the right to use. Consequently, voluntary failure to use the Service and/or Basic Support Services; or non-acceptance of the services based on the grounds outlined in clause 4.4 shall not entitle the User to refuse to fulfill any financial obligation(s) already incurred or to demand full or partial reimbursement of the price already paid.
4.7. The Affiliate / Business Partner has no right to transfer any rights granted under this Agreement (if such right(s) exist) to any third party.
4.8. User is entitled to grant the Affiliate(s) with the right to use the service, and the Business Partner(s) - to access the Service, provided that the recipient undertakes in writing to abide by the terms and conditions outlined in this Agreement. The User shall notify the Supplier in advance, within a reasonable period of time, about the authorization of the said person(s). The rights of the Affiliate(s)/Business Partner(s) will not be granted rights against the Supplier, and the Supplier will have no obligations against them. The Supplier reserves the right to refuse to grant the authorization to the Affiliate(s)/Business Partner(s) or to terminate the authorization afterward if this person is a competitor of the Supplier (any legal entity that performs the same or similar activity as the Supplier) or there are other justified reasons.
4.9. Breach of this Agreement by the Supplier in no way shall constitute arising of its liability against the Affiliate(s)/Business Partner(s) of the User.
4.10. The Supplier is authorized to provide basic Support Services to the User Affiliate. This shall be deemed as a service provided to the User and does not constitute the basis for any obligations and/or liability towards the Affiliate. The Supplier's liability arises only in the cases specified in this Agreement and solely against the User.
4.11. The User is entitled to receive and use the Service in the course of his or her usual business activity. Except as provided in Clause 4.8, the User shall not be entitled to transfer any rights and/or obligations under this Agreement to any third party(s) in any form or means without the Supplier's prior written consent.
4.12. Within the scope of the present Agreement the User (as well as the affiliate(s)/business partner(s) of the User) is not entitled to:
4.12.1. Take any action that could create the risk of or threaten the rights of the Supplier and/or third parties to the Software Product (if any), including intellectual and property rights. Interference with software products that are beyond the normal scope of use and/or create access to any information/code/functionality in which there is or may be a legitimate interest of protection by the Supplier or other authorized persons without the prior consent of the Supplier, and which is objective, conscientious and reasonably foreseeable for the User.
4.12.2. Perform processing of illegally obtained data(s) or uploading/processing of Content that infringes the intellectual or other legitimate rights of others within the Service provision.
4.13. The User shall refrain from performing any activity that may endanger the access of unauthorized persons to the Service.
4.14. Access to the service is available via an Internet network and an Internet browser.
4.15. The Service can be accessed by as many End-Users as many rights (licenses) the User has acquired, except that the End-User accesses the Service in several windows at a time. In this case, access to the rest of the End-Users is restricted in proportion to the number of open windows.
4.16. User controls the End-User’s access to the Service and is responsible for any consequences resulting from the breach of this Agreement by them, including any breach of the Terms and Conditions.
4.17. In case of the breach of the present Agreement by the User, Supplier shall be entitled to suspend the service for the User (and any other person, as per the scope of the agreement and the manner prescribed herein, actually uses the services), until the full elimination of the reasons of the breach, and, if it is not possible to eliminate the reasons of the breach or it will require a long time, then the Supplier has the right to terminate the Agreement(s).
4.18. The Supplier is also entitled to exercise its powers under this Agreement against the Affiliates/Business Partners of the User, if he/she has access to the Service, including requiring such person(s) to comply with the terms and conditions set forth herein and/or to submit such request to the User. Breach of this Agreement by Affiliate / Business Partner of the User grants the Supplier right to suspend performance of its obligations(s) until the full elimination of the grounds for breach, including suspend granting of the right to use to both the infringer(s) and the User, and, if it is not possible to eliminate the reasons of the breach or is will require long time, then the Supplier has the right to terminate the Agreement(s). In addition, the Supplier is entitled to demand compensation for damages arising from the breach from the User or to exercise this right of claim against the User and the infringer(s) jointly.
4.19. In order to improve the Service under the Basic Support Services, Supplier reserves the right to update the Software Product periodically, which may include functional changes to the Software Product.
4.20. The user is responsible for the security of the User Cabinet, including the necessary authentication requirements and the confidentiality of the User information contained in the software product. The User will be assigned only the Right to use on the User Cabinet. The Supplier reserves the right to restrict access to the User Cabinet if the User (and any other person, as per the scope of the agreement and the manner prescribed herein, actually uses the services) violates the contractual terms or if the User does not have an active Right to use.
4.21. The User confirms that it has obtained all the necessary rights (permissions) required by Governing Legislation, which is required to reflect user information in a software product and which is required for access of the Supplier within the scope of basic support service.
5.1. The monthly/annual cost of the right to use will be indicated in the Supplier’s invoice.
5.2. The User is entitled to place an order on the Right to use for a period of 1 month or 1 year. In both cases, the payment shall be made in the form of the advance payment.
5.3. The calculation of the price of the right to use shall begin on the first day of the following month from the date on which such right is transferred.
5.4. If the User is ordering an extension of existing rights (adding license(s), etc) within the current service then the price of the right to use:
A) for the right to use for 1 (one) month - the price for the service of the next month(s) will be added and paid in advance with it;
B) for the right to use for 1 (one) year - will be calculated for the remaining months (up to 1 (one) year from the next month from the date of placement of the order) and will be paid in advance by the User.
Remuneration in accordance with the procedure outlined in this clause shall be a precondition for the fulfillment of the order.
5.5. The User acknowledges that in case of order fulfillment of the obligation as specified in the clause 5.4., the price of the order shall be determined in accordance with the standard tariffs applicable to the Supplier at that time.
5.6. Any payment to the Supplier shall be made through cashless payment, in accordance with the bank details stated in the invoice submitted by the Supplier or the bank details shown in the User Cabinet when placing the order.
6.1. Through the service and basic support services, the User shall be granted the right to use for the term specified in the invoice unless there is the reason for the Supplier to terminate/restrict the mentioned right.
6.2. The Supplier shall not be liable for any loss arising from the termination of the User's Rights, including loss of User Information. The access to the Service of the End-Users will also be terminated when the rights of the Users are terminated.
6.3. Upon termination of the right to use, the Right to use of the User/ its affiliate of using the service and basic support (granting it/them such) will be restricted (terminated), including in the part of the requests already implemented. Accordingly, the User is obliged to remove User Information not later than one month after the termination of the right to use. User information can be backed up as a database backup or 1C archive file (format), opening of which requires the User to acquire/obtain the appropriate software license.
6.4. The Supplier reserves the right to delete the user information after the expiration of the one-month period specified in clause 6.3. (including information about affiliates and business partners of the User). The exercise of this right shall not constitute the responsibility of the Supplier.
6.5. In order to avoid any misunderstanding, the Parties hereby agree once again that the termination of the User's right to use shall mean the termination of such right for any persons authorized by the User on the basis of this Agreement and with the prescribed manner for which the Supplier is not responsible.
6.6. If at least 10 days prior to the expiration of the right to use, neither party refuses to extend such right, it shall at all times be considered as an extension under the same conditions (automatic extension). The right to use will be considered as an extension even if the User refunds the submitted invoice despite the User's denial of service. The Supplier is entitled to submit an invoice with revised value before each extension of use.
7.1. No intellectual and property rights to the Software Product provided under the Service are being transferred under this Agreement. Under this Agreement, User accepts only the Service and, with respect thereto, the software product Right to use, and accordingly, User is responsible for any acts that fall outside the legitimate scope of use.
7.2. Nothing in this Agreement shall be construed as transferring the intellectual property right(s) (including copyright) on the Software Product to the User.
7.3. The User is obliged to protect the rights/legal interests of the copyright holder(s) of the Software Product and not to infringe any of its rights (including its affiliates/business partner(s).
7.4. User shall ensure that the Software Product and its parts (if any) delivered to it by the Supplier are protected from unauthorized use or infringement by its employees or third parties.
8.1. The receiving party of confidential information shall ensure that the confidential information received from the issuing party is protected to the same degree that it protects its confidential information, but at least at a reasonable standard of protection. The receiving party must not disclose confidential information about the issuing party to any person, other than its personnel, legal representatives or End-Users, the access of which to confidential information is required for the fulfillment of the contractual rights and obligations and which are bound to protect the confidential information under the same or similar standards.
8.2. Restrictions on the use/disclosure of confidential information will not apply to the following confidential information:
8.2.1. Which is publicly available, unless this is caused by a breach of this Agreement by the receiving party;
8.2.2. Which the receiving party already had at the time of receipt, without the restriction(s) of confidentiality;
8.2.3. The issuing Party authorizes the receiving Party to disclose or otherwise use it;
8.2.4. the disclosure obligation of which is imposed on the receiving party under Governing Legislation or the recipient party has submitted a request by an authorized administrative body/entity on disclosure of such;
8.2.5. The disclosure of which is necessary for the insurer(s), parties, auditors, lawyers, provided that they are bound by the same or similar terms of confidentiality.
8.3. It is only permitted to disclose such confidential information of the Supplier to the Business Partner of the User if it is necessary for the Business Partner to provide services (accounting or auditing) to the User. The first transmission and confidentiality scope of confidential information to the Business Partner shall be agreed with the Supplier. In case of the absence of such Agreement, the scope of confidential information disclosed to the Business Partner shall be limited to the reasonable and necessary extent without which it is impossible for the Business Partner to provide services to the User or it is possible, however, with substantial disadvantages.
8.4. It is only permitted to disclose such confidential information of the Supplier to the Affiliate of the User if it is necessary for the Affiliate to receive services. The first transmission and confidentiality scope of confidential information to the Business Partner shall be agreed with the Supplier. In case of the absence of such Agreement, the scope of confidential information disclosed to the Business Partner shall be limited to the reasonable and necessary extent without which it is impossible for the Affiliate to receive services or it is possible, however, with substantial disadvantages.
8.5. The User Affiliate is permitted to disclose only such confidential information as is necessary for the use of the Affiliate by the Affiliate. The first transmission of confidential information to the Affiliated Person and the permissible limits shall be agreed with the Supplier. In the absence of such agreement, the circle of confidential information disclosed to User Affiliate shall be limited to a reasonable and necessary extent without which the Service is impossible or possible, but with substantial disadvantages. Prior to disclosing confidential information to both the Business Partner and the Affiliate of the User, the User shall sign a written Non-Disclosure Agreement with them. The Agreement shall contain all restrictions and prohibitions, that is determined for the use/disclosure of confidential information in this Agreement. In any other case, the Agreement shall prohibit the recipient from disclosing, misusing and misrepresenting confidential information and/or using information in any form that may violate the legitimate interests of the Supplier. Upon request from the Supplier, the User is obliged to provide the Non-Disclosure Agreement in the form of a simple copy of the notarized copy (as per the request of the Supplier).
8.7. Non-Disclosure Agreement indicated in clause 8.5 of this Agreement shall include a provision that the User and its affiliated entity(s)/business partner(s) will be held liable for breach of confidentiality jointly with the User. In the event of failure to comply with this obligation, the Supplier shall be entitled to impose the fine on the User in the amount of value of damages arising based on the breach of confidentiality.
9.1. The service and its software products will be delivered to the User in an "as is" form. The software product may not be fully protected from the defect(s), however, this a priori does not mean that the software product is non-functional and/or not usable for targeted use.
9.2. The Supplier does not warrant the absolute working order of the Software Product and is not responsible for the accuracy of the accounting processed in software and the damages caused to the third-party/User during the service delivery, including loss caused by data loss.
9.3. A defect(s) found in a software product that interferes with its functionality and prevents the targeted use of the product will be subject to elimination by the Supplier under the Active Basic Support Services unless any of the exceptions(s) specified in the clause 9.4 are present.
9.4. Supplier shall be exempted from the obligation to fix any defect(s) found in the Software Product in the following cases:
9.4.1. The User has breached the payment obligation (until the fulfillment of the obligation in full);
9.4.2. The damage is caused by the use of third party software(s) and/or incompatibility with third-party software service (software product);
9.4.3. Damage is caused by improper exploitation of the Service (Software Product), improper use and / or other unlawful acts;
9.4.4. If the User has breached any obligation of confidentiality, intellectual property protection or any other obligation that has harmed the Supplier or created a real threat of such harm;
9.4.5. If the User interferes with the software product configuration by itself or through a third party without the prior consent of the Supplier;
9.4.6. The situation that directly affected the Supplier's performance was present and was beyond its control and could not be foreseen, including but not limited to: fires, natural disasters, earthquakes, hurricanes, epidemics, war, terrorist acts, mass civil protests, coup, blockades, state acts, which limit and/or prevent the party to fulfill the obligations, as well as any other circumstances, which by its nature can be considered as Force Majeure.
9.5. Elimination of a defect in a software product means fixing software bugs and does not include fixing inaccuracies/inconsistencies in User data (such as accounting) and restoring lost information.
9.6. Supplier disclaims and is not responsible for any defects(s) related to the Software Product Platform, the use of the unlicensed or outdated operating system(s) and/or other software and/or the use of equipment and infrastructure/server (s), which are not supported by the 1C Platform. Accordingly, as soon as this fact is stated, the Supplier shall have the right to refuse to eliminate any such defect(s), that won't be considered as a breach of its obligations under the Agreement and the Supplier shall not be liable for such refusal. In case the Supplier has taken actions to eliminate the defect, after which it has been found that the cause of the defect was any of the circumstances specified in this clause, the Supplier's liability for such defect shall be excluded.
9.7. In case of a defect arising from the software product platform, based on the instruction of the User the matter is submitted to Company 1C. The Supplier provides a detailed description of the issue (after communicating with the User) to 1C. In such cases, the maximum time for the fixing (elimination) of the defect shall not be fixed, and time limits if the processing of the issue (problem) established by this Agreement shall not apply. The Supplier provides ongoing information to the User about the current status of the defect. Failure to eliminate the defects by 1C does not cause the liability of the Supplier.
9.8. In cases specified in the Clause 9.7 of this Agreement, the Supplier shall find a bypass solution at its resources to eliminate the problem and, in case of finding such, shall provide such information to the User. The parties shall determine the terms of implementing the bypass solution by Agreement. Failure to find and / or non-existence of the bypass solution does not constitute the basis of liability of the Supplier.
9.9. The Supplier's liability for damages for failure to perform or improper performance of any of the obligations(s) hereunder shall be limited to 80% of the amount actually paid by the User for the Services within the year, in which the Supplier breached its obligations.
9.10. In case of nullification of the provisions on the disclaimer of the Supplier's liability against Affiliate (s) / Business Partner (s) of the User specified under this Agreement for any reason, the Supplier's liability limit as outlined in the clause 9.9 shall also apply to liability arising against the Affiliate (s) / Business Partner (s) of the User. Accordingly, the liability limit of the Supplier against the User, the Affiliate (s) and the Business Partner (s) of the User is limited to the scope indicated in clause 9.9. of this Agreement (80% of the amount actually paid by the User for the Services within the year, in which the Supplier breached its obligations).
9.11. Only actual damage is subject to reimbursement by the Supplier. The Supplier shall not be liable for lost profits.
9.12. The Supplier's liability shall not arise if the non-performance or improper performance of the obligation by the Supplier is caused based on the circumstances stated in clause 9.4.6. of this Agreement.
10. Personal Data Processing
10.1. This Article defines the purposes, legal grounds, methods, duration and other conditions for the processing of personal data provided by the User to the Supplier for the purpose of receiving the services under this Agreement, in accordance with the Law of Georgia on Personal Data Protection.
10.2. In the course of providing the services under this Agreement, the Supplier may process any information provided by the User, including, without limitation, the names and surnames of the User's employees, salary-related information, and any information identifying a natural person.
10.3. Rights of Data Subject(s): The User shall provide the data subject(s) with all information required by law regarding the Supplier, acting as a processor of personal data, including the information published on the Supplier's website and the Supplier's contact details. A data subject shall have the right, at any time, to contact the Supplier and request the deletion, rectification or completion of their personal data, as well as to exercise any other rights provided under the Law of Georgia on Personal Data Protection. The User acknowledges that, upon receipt of such a request, the Supplier is obliged to comply with it, which may delay or make impossible the provision of the services to the User, and the Supplier shall bear no liability in this regard.
10.4. Supplier's Obligations in Relation to Personal Data Processing: The Supplier shall maintain the confidentiality of personal data and shall process personal data solely on behalf of the User and in accordance with the User's documented instructions (where such instructions exist), subject to the following conditions:
(i) the Supplier shall process personal data solely for the purpose of providing the services under this Agreement to the User or for the purpose of fulfilling the legal obligations imposed on the Supplier by applicable law;
(ii) for the purposes referred to in subparagraph (i) above, the Supplier shall process personal data only to the extent and for the period necessary for such processing.
10.5. User's Obligations in Relation to Personal Data Processing: The User shall provide the Supplier only with such personal data as is necessary for the provision of the services under this Agreement and for the Supplier to fulfil its legal obligations arising under this Agreement. Furthermore, where required by applicable law, the User shall ensure that it has obtained the consent of the data subjects whose personal data is transferred to the Supplier.
10.6. Data Transfer: For the purpose of performing the services under this Agreement, the Supplier shall be entitled to engage subcontractors and transfer to them the information necessary for the performance of the services, including personal data provided by the User. Prior to any such transfer, the Supplier shall ensure that an appropriate personal data protection agreement is concluded with the recipient and that the recipient agrees to comply with the requirements prescribed by applicable legislation. The Supplier shall remain responsible for ensuring the security of the personal data transferred by it.
10.7. Supplier's Personnel: The Supplier shall ensure that its personnel involved in the performance of the services under this Agreement are informed of the confidential nature of the personal data they process.
10.8. Security Measures: Taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of the processing, as well as the risks and severity of accidental or unlawful destruction, unauthorized access, and infringement of the rights and freedoms of natural persons, the Supplier has implemented appropriate technical and organizational measures to ensure an appropriate level of security.
10.9. Notification of Personal Data Incidents: The Supplier undertakes to notify the State Audit Office of Georgia of a personal data incident no later than seventy-two (72) hours after becoming aware of the incident. Where the incident is likely to result in significant harm to a data subject and/or poses a significant threat to the fundamental rights and freedoms of natural persons, the Supplier shall notify the User at the earliest possible opportunity and without undue delay. Such notification shall include:
(i) a general description of the incident and the circumstances relating thereto;
(ii) information on the actual or potential damage caused by the incident and the measures implemented or planned by the Supplier to mitigate or eliminate its consequences.
10.10. Retention Period: The Supplier shall process personal data only for the period necessary to achieve the purposes for which such data is retained and/or to comply with the retention periods and other obligations prescribed by applicable law.
11. VALIDITY OF THE AGREEMENT11.1. This Agreement shall enter into force upon its signature and shall be effective until the Parties have fulfilled their obligations under this Agreement in full.
11.2. This Agreement may be terminated prematurely in the following cases:
11.2.1. Based on the agreement of the parties;
11.2.2. By a party, in accordance with Article 405 of the Civil Code of Georgia if the other party breaches its contractual obligations.
11.2.3. By the Supplier at any time, based on the notification sent to the User at least 25 days in advance. Upon the Suppliers' termination of the Agreement without any grounds, the User is entitled to claim the refund of a proportionate portion of the price of the Service paid in advance.
11.2.4. By the User at any time, based on the notification sent to the Supplier at least 25 days in advance. The User will not be refunded a proportionate portion of the price of the Service paid in advance in case the User terminates the Agreement without any grounds, except for cases provided for in clause 3.19.
11.3. The termination without any grounds as described in clauses 11.2.3. -11.2.4. of this Agreement shall mean the termination of the Agreement which does not have grounds as described in clause 11.2.3.
11.4. The termination of the Agreement does not relieve the User from the performance of the obligation(s) which, in view of its content, continues to exist over time. An example of such a case at any time will be considered the obligations of the User (including all persons to whom the User provided the Supplier's confidential information) to protect the confidential information and any payment obligation incurred prior to termination of the Agreement.
12.1. This Agreement shall be governed by and interpreted in accordance with the applicable laws.
12.2. Any dispute between the parties (including, but not limited to, the dispute regarding the existence of the Agreement, its interpretation, the fulfillment of the obligations and/or enforcement of the Agreement) shall be settled by mutual agreement. In the event of failure to reach such agreement, the dispute may be referred to the appropriate courts of Georgia in accordance with the procedure established by the Governing Legislation.
12.3. The nullification of any clause(s)/part(s) of this Agreement does not nullify any other clause(s)/part(s) of the Agreement, and the content which is closest to the legitimate purpose of the nullified content of the clause(s)/part(s) shall be used instead of the mentioned clause(s)/part(s).
Service Agreement
Appendix #1
(Basic Support Service Terms)
The terms given in this clause have the meaning set forth below unless the context otherwise provides.
1.1 Incident – the disruption of the service recorded by the End-User, the elimination of which requires the involvement of the appropriate specialist. The purpose of eliminating the incident is to allow the End-User to continue working smoothly and to rectify the issue one time. Incident elimination does not require a change in software product configuration.
1.2 Software bug – An error in a software product that needs the intervening in configuration settings to be resolved.
1.3 Standard work time - Monday-Friday 9:00 AM to 6:00 PM, excluding official holidays. The response/processing time for an incident/software bug received during non-working hours will commence on the following business day.
1.4 Issue/Problem - Cause of one or more incidents/software bugs that need to be identified and eliminated to prevent further incidents/software bugs. Based on successfully diagnosing a problem can be identified, which will be solved through fixing or bypass solutions.
1.5 Response Time - Time for the Supplier to obtain information about the incident/software bug from the End-User and commence work on its elimination.
1.6 Processing Time – The time to fix or offer to resolve a reported incident/software bug through a bypass solution.
2.1 The Supplier supports the service only in case of the latest, current version of the software product. In the case of the older versions of the software, product support can only be provided if the User updates the software product to the current version.
2.2 The Supplier will not support the Software Product and shall take no responsibility:
2.2.1 In the cases specified in clause 9.4. of the Agreement;
2.2.2 If End-User's training/qualification is not satisfactory;
2.2.3 If the Terms of Service are violated;
2.2.4 If the incident is related to the malfunction of the device (s) and/or operating system (s) under the use of the User/End-User.
2.3 Support services are usually provided through the User Portal. Depending on the content of the issue (usually consultation issues), the services may also be provided through online chat. The User records the incidents/software bugs through the User Portal and/or online chat. Information about the process status of the End-User is provided through the User Portal or online chat.
2.4 The Supplier ensures service delivery with at least 98% continuity.
3.1 Procedure for handling incidents/ software bugs recorded:
3.1.1 Verification of the completeness of the notification received from the User and collecting additional information from the End-User if necessary. The data should include the following: description of the incident/software bug, in case of the particular message, submitting the relevant image of the message, and description of the sequence of actions that resulted in the problem, as well as its location (specific module, specific document(s), reports or other). In addition, information on the current release number of the software product, where appropriate;
3.1.2 Data analysis of incident/software bugs, access to the User / End-User database if necessary;
3.1.3 If the incident/software bug is related to incorrect data, provision of the information to the User / End-User;
3.1.4 Resolving incident/software bugs through a bypass solution, by giving a recommendation (where appropriate and available) or fixing the bugs;
3.1.5 Determining the deadline for eliminating incident/software bugs (considering the release);
3.1.6 Reporting the information about fixed bugs to the User.
3.2 The works under Basic support service will be done remotely.
3.3 The works under Basic support services are available to Users during standard work time.
3.4 Basic support services require access to User’s test and real databases, in addition, User licenses are used to access the database.
3.5 Services left unused during the previous month/year (unused requests) will not be forwarded to the following month/year.
4.1 The Basic Support Package includes only the following services:
The services under the support package
| 1-4 places of work/ quantity of problems | 5-6 places of work/ quantity of problems | More than 6 places of work/quantity of questions |
Issues subject to consulting (online chat) | unlimited | unlimited | unlimited |
Database or technical-diagnostic services regarding the issues (1-year service) | 20 | 25 | shall be discussed individually |
Database or technical-diagnostic services regarding the issues (monthly service) | 2 | 3 | shall be discussed individually |
Access to online chat | One User gets access to every 5 licenses online | ||
For one request (issue) 20 minutes is allocated by the Supplier's technical specialist.
5.1 Basic support services include the following types of services:
5.1.1 Database or Technical-Diagnostic Services - Diagnosis of indications in the statements and determination of elimination of inaccuracies (Information within one request should not include the period for more than one month. Only one indicator will be diagnosed within the support service). Services include, for example, Diagnostics and troubleshooting of the database access (this does not address network/server malfunctions), diagnostics and troubleshooting of merchandise integrated in the software (issue does not include malfunctioning of immediate merchandise), debugging of Licensing issues, Diagnostics of Database Exchange (This does not include performance issues, code overruns for performance enhancement.) This type of work will be handled through the agreement with the User on an individual basis.
5.2 The service will be received based on recording the issue on the User portal. The database will be diagnosed by a remote connection to the User /its affiliated entity.
6.1 The supplier will only provide the services specified under the Agreement. All other services (consulting / service type issues, database diagnostics, technical diagnostics) that are beyond the scope of this Agreement will be considered as additional services and require execution of a separate agreement.
6.2 The Supplier reserves the right to revise the Basic Support Package and to submit a new Support Package to the User if the services specified in the Support Package are completed with the excess of 20%. This provision does not limit/terminate the Supplier's right under clause 4.5. of this Agreement. In cases specified in this clause, in case of the refusal by the User the Rule specified in clause 4.5. of this Agreement shall be applied.
7.1. Time to respond to and process the recorded Technical-Diagnostic issues:
Critical nature of the problem | Time type | Targeted response time | Targeted processing time |
Critical | Standard work time | 25 working minutes | 1.5 working hours |
High | Standard work time | 1 working hours | 2 working hours |
Medium | Standard work time | 2 working hours | 3 Business Days |
Low | Standard work time | 6 working hours | 8 Business Days |
7.2. Time to respond to and process the recorded issues subject to consulting:
Critical nature of the problem | Time type | Targeted response time | Targeted processing time |
Critical | Standard work time | 2 working hours
| 2 Business Days |
High | Standard work time | 2 working hours | 5 Business Days |
Medium | Standard work time | 6 working hours | 10 Business Days |
Low | Standard work time | 16 working hours | 15 Business Days |
Issue processing time does not include the time which is needed to clarify the issue, and the time Supplier is waiting for information from the User / End-User or solving the issue requires the involvement of Company 1C. At this time, the issue will be moved to the status of "to be specified". The timing of the processing of the issue will depend on both the priority and the Critical nature of the issue.
7.3. Response and processing time for software bug:
Critical nature of the problem | Time type | Targeted response time | Targeted processing time |
Critical | Standard work time | 2 Working hours | The Targeted Processing Time for the problem cannot be fixed since it is not possible to predict how long it will take to identify and correct the problem. |
High | Standard work time | 2 Working hours | |
Medium | Standard work time | 6 Working hours | |
Low | Standard work time | 16 Working hours |
7.4. Issues are divided into four categories based on their Critical nature, namely:
7.4.1. Critical - The issue is assigned a "Critical" category if the End-User cannot continue working with the software due to an incident/ software bug, there is no alternative bypass solution, and the incident/software bug completely impedes the business process of the User or its affiliates.
7.4.2. High - The issue is assigned a "High" category if an incident/software bug substantially impedes the tasks that are necessary for the full and normal functioning of the User or its authorized entities and there is no alternative bypass solution to resolve the issue.
7.4.3. Medium - The issue is assigned a "Medium" category if an incident/software bug disrupts the normal functioning of the User or its affiliates who are authorized to use the Service, but there is a bypass solution that requires a reasonable time resource for User.
7.4.4. Low - The issue is assigned a "Low" category if the incident/software bug negatively affects the normal functioning of the User or its affiliates who are authorized to use service or does not affect it at all. The cause of such incident/software bug might be for example a malfunctioning of a function that is not used regularly.
Note!
If a configuration update is required to resolve a software bug, the User/End-User will be notified of the release date of the software product update in which such a bug will be fixed.
Managers
Accountants
Outsourcers
Furniture and household goods
Construction
Building Materials
Food & Beverages
Winemaking
Textile & Accessories
Appliances & equipment
Autoservice
Distribution
Shop
Mardi
-01.png)
Echo
Additional features
Features
Updates
FAQ
Resources
