Terms and Conditions of Use (Version of 03.12.2019)
These Terms and Conditions of Use form the basis of the agreements concerning use of the Software-as-a-Service” solution “Halal E-Zone”, which are concluded between Bouvardia EOOD., UI William Gladstone 37, 1000 Sofia, Bulgaria, (hereinafter referred to as “bouvardia“) and its customers (hereinafter referred to as the "Customer") and the latters’ own customers (hereinafter referred to as the “End Customer”). This is browser-based software providing a Document Management System (DMS) for the support of Halal certification processes. A prerequisite for use of this software is a continuous internet connection, which must be provided by the Customer or the End Customer (hereinafter jointly referred to as the “User/s”).
1. Scope of Application of the Terms and Conditions of Use & Definition of Terms 1.1. All services provided by bouvardia regarding the Halal E-Zone shall be based exclusively on these Terms and Conditions of Use. 1.2. Customer: The Customer is a Halal certification body, which wants to offer to its own contracting partners a tool for a more efficient and systematic implementation of certification processes by using the Halal E-Zone. The Customer is a direct contracting party of bouvardia. 1.3. End Customer: The End Customer is a contracting partner of the Customer and receives from the latter login data for the Halal E-Zone. When using the Halal E-Zone, the End Customer submits to these Terms and Conditions of Use and agrees and confirms the terms and conditions of the customer. Click here to view or save the terms and conditions. 1.4. User: Customers and End Customers are both Users of the software. Insofar as any provisions of these Terms and Conditions of Use relate to both End Customers and Customers, they are referred to as Users. 1.5. Admin Account: The account of a Customer who is granted the possibility of creating further User Accounts for its End Customers. 1.6. User Account: The account of an End Customer, which is created by the Customer and provided to the End Customer (against a fee). User Accounts cannot add any further User Accounts independently. 2. Conclusion and Term of the Agreement 2.1. Halal E-Zone is offered to the Customer in the form of four different service packages at different conditions and payment terms. These service packages S, M, L & XL are detailed and described with the applicable prices on the homepage. 2.2. The use of the Halal E-Zone requires the Customer to select a service package and a billing period as well as to accept these Terms and Conditions of Use. After the successful conclusion of the agreement, the End Customer is assigned a personal Admin Account for use of the Halal E-Zone. 2.3. If bouvardia and the customer have agreed upon a test phase, use of the Halal E-Zone is free for the term of this phase. After the end of this test phase, the Customer’s test account will be charged. If the Customer terminates the contractual relationship during the test phase, the test phase ends and the Customer does not incur any costs. 2.4. The chargeable contractual relationship may be terminated by either party at any time at the end of a billing period subject to six months' period of notice. 2.5. The fee agreed with bouvardia, depending on the chosen service package, is to be paid by the Customer within 7 days of invoicing. Invoicing takes place quarterly in advance. The basis for invoicing is the number of End Customer accounts newly registered or extended by the Customer in the most recent quarter as of 01.01., 01.04., 01.07. and 01.10. of each year. The fee for each End Customer account is paid annually in advance. Invoicing is always done electronically; the Customer waives the delivery of an invoice in paper form. 2.6. Claims by bouvardia can only be offset against claims that are legally established or explicitly acknowledged. 2.7. bouvardia reserves the right to terminate the agreement prematurely - without granting a period of grace - for good cause during the agreed contractual term. An important cause is deemed to be, in particular, delay in payment, the opening of insolvency proceedings or the rejection of an application to this effect due to the lack of assets to cover the costs, dissemination of contents detrimental to bouvardia’s business, misuse of the service and the like as well as the gross violation of contractual duties. 2.8. After the end of the contractual relationship, the Customer has full access to the data stored by it by that date in its Admin Account as well as in the relevant User Accounts for a period of two further calendar months. 3. Rights of the Customer 3.1. The Customer shall be entitled to create further User Accounts via the Admin Account provided to it pursuant to no. 2.2, depending on the service package chosen by it. bouvardia shall be obliged to create and maintain the technical and organisational prerequisites necessary for the creation of User Accounts. 3.2. The Customer shall be entitled to make changes and updates in the Halal E-Zone by qualified employees or third parties, insofar as these changes relate to its Admin Account and the User Accounts registered by it. Where necessary, bouvardia has to create the technical and organisational prerequisites necessary for this purpose. This applies, in particular, to information about the source code or the disclosure of access data. 4. Obligations of the User 4.1. Unless otherwise agreed, bouvardia exclusively provides the cloud-based Software-as-a-Service solution Halal E-Zone. The User must create the technical, personal and organisational prerequisites necessary for the use of this software, such as a suitable terminal device or a permanent internet connection. 4.2. bouvardia reserves the right to modify or improve the Halal E-Zone at any time, insofar as this does not result in any impairment of use for the Users. This can lead to optical, technical, content-related or other changes. A claim to improvement or modification exists for users only insofar as the changes affect the previous use. 4.3. The User undertakes not to use the Halal E-Zone improperly or illegally. The Users shall indemnify bouvardia and all its vicarious agents and other third parties with whom bouvardia is liable on the basis of the agreement with the Users or in connection with its performance as well as with regard to all other damage arising from the unlawful, abusive or otherwise improper use of the Halal E-Zone and the services associated therewith. This also includes, in particular, damage resulting from the incorrect disclosure of data and facts or from the violation of personal, copyright, data protection or other standards by Users. 4.4. The User declares that all their personal and company details are truthful and correct. The User is obliged to inform bouvardia immediately of any changes in the data (especially payment data). 4.5. The User undertakes to treat the access data to their account confidentially and carefully and not to pass them on to third parties under any circumstances; otherwise, the User can be held liable in this context. The User must inform persons to whom they provide access data to its account about the obligations resulting from these Terms and Conditions of Use. 4.6. The User undertakes to log out after each use of the software with their account and to log in again before each use in order to prevent misuse of their account in the case of loss or theft. 4.7. The User agrees to indemnify and hold bouvardia harmless for all consequences and disadvantages resulting from a loss, theft or disclosure of their login data or from a loss, theft or transfer of their terminal device while being logged in to the software. 4.8. The User undertakes to make backup copies of the data and information stored in the Halal E-Zone on a regular basis, but at least once a week. bouvardia shall not liable for any adverse consequences or damage resulting from a loss of data that could have been prevented or minimised by backup copies. 4.10. The User undertakes to grant bouvardia access to the software at bouvardia’s request in order to be able to perform improvements, maintenance work and other necessary changes/updates. This obligation includes any necessary disclosure of login data and passwords for the account of the User. 5. Default of Payment and Reminder 5.1 In the event of late payment, default interest of 10% per annum is deemed to be agreed upon. 5.2. In the event of non-payment in spite of a reminder, bouvardia may temporarily suspend the provision of services and access to the Halal E-Zone. As soon as the arrears are paid by the Users in full, bouvardia shall reactivate access. This does not affect bouvardia's right to terminate the agreement in the event of late payment or bouvardia's ongoing claim for remuneration. The suspension of the service due to default in payment does not entitle the Users to premature termination of the agreement. 6. Rights of Use & Project Data 6.1. The Halal E-Zone is an online Software-as-a-Service solution, which can be used via access to bouvardia’s web application. The software is not transferred to the Users. bouvardia only grants Users a simple right of use for the Halal E-Zone, which is limited to the term of the agreement and can only be sublicensed by separate agreement. 6.2. Users are not permitted to use or have the Halal E-Zone or parts thereof used, disseminated or sold or otherwise transferred or made available beyond the expressly granted rights. 6.3. When using the Halal E-Zone, Users may be given the opportunity to create a project that they share with other Users of the software, especially Customers who have an Admin Account. The data uploaded by Users or third parties to the project space remain stored, irrespective of the duration of the contractual relationship between bouvardia and the User, at least as long as the project is continued by other Users or legal retention obligations exist. 6.4. bouvardia is not obliged to delete all or part of the data uploaded by a User, at the User's request, unless there is a mandatory legal claim to the contrary. After the end of the contractual relationship between bouvardia and the Customer, the data entered into the software by Users who have received an access authorisation from the Customer will be deleted, provided that there are no contractual or statutory retention obligations to the contrary. 7. Availability 7.1. bouvardia undertakes to provide the services to be rendered by bouvardia as agreed without any restrictions. Within this framework, bouvardia guarantees 99% availability on average of the Halal E-Zone during a calendar year. However, a completely error-free or uninterrupted system cannot be guaranteed simply for technical reasons. The calculation of the contractually owed availability shall not take into account cases of force majeure or periods of interruption of usability due to regular maintenance and updating of the software. 7.2. Scheduled measures (maintenance work, further development, etc.) will be announced to Users by bouvardia as soon as possible, but at least 24 hours in advance. 7.4. bouvardia shall provide the User with a free email support/helpdesk, which will answer any inquiries from the Customer on weekdays between 08:00 and 12:00 as well as 13:00 and 16:00. Telephone support for Users must be arranged separately between bouvardia and the Customer. 8. Liability 8.1. bouvardia strives to keep the Halal E-Zone free of malware or other damage. However, an unrestricted backup of the data stored by Users is technically and organisationally not possible. bouvardia shall not be liable for any misuse or unlawful access to the Users’ data by third parties or for third parties preventing or disrupting the service. 8.2. bouvardia assumes no liability for the suitability of the Halal E-Zone for the purpose intended by the User. The same applies to mere optical deviations that do not impair the proper use of the Halal E-Zone. 8.3. Disruptions of performance due to force majeure, in particular the failure or the overloading of global communication networks, are not the responsibility of bouvardia. Events of force majeure are deemed to include, in particular, all events the prevention or avoidance of which is beyond the control of bouvardia. 8.4. The liability of bouvardia for damages due to slight negligence is excluded, unless it concerns personal injury. 8.5. Compensation for indirect and/or consequential damages, in particular, consequential damage due to defects, pure financial losses, loss of profit and damage incurred by third parties shall be excluded, as far as permitted by law. In addition, bouvardia’s liability is limited to the foreseeable damage typical for this type of contracts. 8.6. Claims for damages must be brought forward in court at the latest within 12 months from the time of knowledge of the damage and the damaging party. 8.7. The limitations or exclusions of liability also include claims against bouvardia's employees, executive bodies, representatives and vicarious agents for damages caused by them to the User. 9. Copyright & Confidentiality 9.1. bouvardia reserves all rights, in particular trademark rights and copyrights, to the entire content of the website, in particular to brands, logos, texts, graphics, photographs, layout and music. Insofar as the use is not mandatorily permitted by law, any use of the contents of this website that goes beyond the contractual performance obligations, in particular storage in databases, reproduction, dissemination or processing, requires the express written consent of bouvardia. 9.2. The User is obliged to keep confidential all confidential information that has become known to the User in the course of using the Halal E-Zone and not to pass it on to third parties. This includes, in particular, information on the mode of operation of the Halal E-Zone and the scope of services offered by bouvardia in this context. 10. Changes in the Terms and Conditions of Use 10.1. bouvardia is entitled to modify these Terms and Conditions of Use. Even if not exclusively, but especially also in order to incorporate amended legal regulations or to include new/changed services. 10.2. The User will be informed in text form of any planned changes at least two months before the proposed date of entry into force of the new Terms and Conditions of Use, with reference to the provisions concerned. The changes are regarded as approved by the User if the User does not object to the changes in writing before the proposed date of entry into force. bouvardia will also inform the Users of this fact in the notification about the changes. The time limit for objection is only deemed to be observed if bouvardia receives the objection within the time limit. 11. Final Provisions 11.1. Exclusively Bulgarian substantive law shall apply, whereby the applicability of the UN Convention on Contracts for the International Sale of Goods as well as international reference norms shall be excluded. 11.2. The place of performance shall be the registered office of bouvardia. 11.3. If individual provisions of these Terms and Conditions of Use are or become invalid, ineffective or avoidable, the remaining provisions shall not be affected thereby. These provisions are deemed to be replaced automatically by valid and enforceable provisions that come as close as possible to the commercial purpose of the invalid provision. This shall also apply to a regulatory loophole. 11.4. These Terms and Conditions of Use shall apply to agreements between bouvardia and Users from Austria, Switzerland and Germany. 11.5. The exclusive place of jurisdiction for any disputes between the User and bouvardia shall be the competent court for the place of performance.